Standard Terms and Conditions of Sale
TOOL FABRICATION
STANDARD TERMS AND CONDITIONS OF SALE
1. PRICES: Prices and discounts are subject to change by Tool Fabrication ("Seller") at any time without notice to Buyer, provided that any such price change will not be effective as to any order accepted by Seller prior to the time in which such change becomes effective. Prices stated herein are F.O.B. Seller's plant and are based on the quantities specified, on delivery in a single lot unless otherwise indicated.
2. PAYMENT TERMS: Payment terms are cash, C.O.D. or for approved credit, net thirty (30) days from the date of Seller's invoice. Invoices shall be dated as of the date that Seller places products to be shipped into the possession of the carrier, packed and ready for shipment to Buyer. A discount of 1% may be taken from the gross amount of the invoice if payment is made within 10 days of the date of the invoice.
3. CREDIT APPROVAL: Shipments, deliveries and performance of work shall at all times be subject to the approval of Seller. Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to Seller
4. ACCEPTANCE: Purchase orders shall be subject to acceptance by Seller at such place(s) as may be from time to time designated by Seller. No order shall be accepted or deemed accepted by Seller except by writing signed by Seller or by (and only to the extent of) shipment of products covered by such order.
5. TAXES AND FEES: Prices stated herein do not include any sales, use or other excise taxes, charges or duties, and the amount of any thereof which Seller is required to pay or collect will be invoiced to Buyer. Buyer shall pay all such taxes, charges and duties arising by reason of this order and all other taxes, charges and duties of whatever nature assessed upon the goods purchased. Such taxes, charges and duties shall be separately stated on Seller's invoice and shall be paid by Buyer to Seller at the time of payment to Seller. Buyer shall also pay any collection fees and reasonable attorneys' fees incurred by Seller in collecting payment of the purchase price and any other amounts for which Buyer is liable under the terms and conditions hereof.
6. DELIVERY: If no shipment schedule is specified at the time of acceptance, shipment shall be made at Seller's discretion. The delivery date for all products sold will be deemed to be the date on which they are placed by Seller into the possession of the carrier, packed and ready for shipment to Buyer (the "Delivery Date"). Seller shall ship, at Seller's option, products F.O.B., Milwaukee, Wisconsin, freight and insurance prepaid or, at the written direction of Buyer, Seller will hold products for pick up by Buyer. Freight and insurance charges shall be separately stated on Seller's invoices and shall be paid by Buyer to Seller at the time of payment for products shipped.
7. RISK OF LOSS: Title to Products will pass to Buyer, and Buyer will assume all risk of loss of products, upon delivery thereof by Seller to Buyer, or any agent or carrier designated by Buyer.
8. CANCELLATION: Buyer may cancel orders only with the prior written consent of Seller. In the event that a cancellation is approved by Seller, all costs incurred by Seller for work performed, materials used, or products manufactured up to the time of cancellation or approval thereof by Seller, whichever is later, plus a 15% profit margin, will be charged to Buyer and paid by Buyer within thirty (30) days after written notice thereof by Seller.
9. CONTROLLING LAW: This contract shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. All disputes arising hereunder shall be resolved in state or federal courts located in Milwaukee County, Wisconsin, to which jurisdiction the parties hereto irrevocably consent. If any provision of this contract is determined to be invalid or unenforceable in whole or in part, the remaining provisions shall be enforceable to the maximum extent possible.
10. DELAY: Seller shall be excused for any delay in performance due to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, mill conditions, strikes, differences with workmen, delays in transportation, shortage of cars, fuel, labor or materials, acts in compliance with any applicable law, regulation, or order (whether valid or invalid) of any governmental body or any circumstance or cause beyond the control of Seller and the reasonable conduct of its business.
11. SPECIFICATIONS: All standard products shall be manufactured in accordance with Seller's specifications, or, in the case of custom-engineered products, in accordance with signed blueprints (“Approval Prints”) by the Buyer and/or the Buyer’s customer. Specifications on Seller’s standard products are subject to change by Seller at any time.
12. LIMITED WARRANTY: Seller hereby warrants and represents, that the products shall be free from defects in material and workmanship under normal use and service for a period of 30 days from the Delivery Date. Any product that does not conform to the quality standards of Seller or is otherwise defective at the time of delivery may be rejected and returned to Seller. Liability under this warranty is limited to repair or replacement of any parts or products which prove to be defective within that time or a credit or refund of the purchase price at Seller's option, provided the products have been returned within 30 days of the date of purchase. In no case is Seller liable beyond replacement of products F.O.B. factory or the full purchase price. This warranty does not apply if the product is abused, altered or otherwise misused in any way.
EXCEPT FOR THE WARRANTIES SET FORTH IN THE ABOVE PARAGRAPH, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE CONCERNING ANY PRODUCT. ALL OF THE GUARANTEES, WARRANTIES CONDITIONS AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WHETHER ARISING OUT OF ANY STATUTE, LAW, COMMERCIAL USAGE OR OTHERWISE, ARE HEREBY EXCLUDED. WHILE SELLER AND ITS REPRESENTATIVES MAY, FROM TIME TO TIME, OFFER RECOMMENDATIONS AND ADVICE WITH RESPECT TO USE OF THE PRODUCTS IT IS UNDERSTOOD THAT ANY SUCH RECOMMENDATIONS AND ADVICE ARE NOT WARRANTIES BY SELLER AND BUYER WILL ACT UPON ANY SUCH RECOMMENDATIONS AND ADVICE AT BUYERS SOLE RISK.
13. BUYER'S REMEDIES: The Buyer's exclusive and sole remedy on account of or in respect to the furnishing of non-conforming or defective material shall be to secure replacement thereof as aforesaid. The Seller shall not in any event be liable for the cost of any labor expended on any such material or for any special, direct, indirect, consequential, or incidental damages to anyone by reason of the fact that it shall have been non-conforming or defective.