AUTOMATIC SCREW MACHINE PRODUCTS CO.

 

Terms and Conditions

 

Notwithstanding any terms or conditions proposed by the Buyer in any prior written purchase order or similar document, Automatic Screw Machine Products (Automatic SMP) accepts buyer’s order referred to on the purchase order on condition that buyer assents to the terms set forth below:

 

  1. Our price is subject to change.  Each shipment against this contract may be priced separate in accordance with prices in effect at the time of the respective shipments.
  2. Prices, quotations, shipments and delivery are F.O.B. our plant unless otherwise agreed in writing.
  3. In addition to the prices stated herein, Buyer shall reimburse Seller for any sales, purchase, use, consumption, excise and similar taxes incident to this transaction for which Seller may be liable or which seller is required by law to collect.
  4. Buyer assumes all risks of delays due to action by governmental authority or the public enemy, strikes, actions, delays of carriers, fires, floods, unusually severe, acts of God, or causes beyond Seller’s control.  Seller will make every effort to adhere to the delivery schedule specified in Buyer’s order or in the face hereof, but unless agreed to in writing, Seller will not accept penalties for non-performance.
  5. Claims for shortages must be made within 30 days after receipt of shipment.
  6. This order is not subject to cancellation except by mutual agreement in writing.  Seller, however, shall not be required to proceed or continue with performance of Buyer’s order while Buyer is in default under this or any other contract with Seller or while any proceedings by or against Buyer are pending for appointment of a Receiver or under any insolvency law or for relief under any provisions of the Federal Bankruptcy Act.
  7. Seller’s only warranty is that the goods being sold shall be free from defects in material and workmanship, in accordance with inspection on a percentage basis.  If 100% inspection is required, it must be agreed upon in writing.  This warranty is expressly in lieu of other warranties, express or implied, and whether statutory or otherwise, including any implied warranty or merchantability or fitness for a particular purpose.  Seller’s liability for breach of warranty shall arise only upon return of the defective goods at Seller’s expense after notice to the Seller of the claimed breach and shall be limited to furnishing a like quantity of such goods free from such defects or, at Seller’s option, to refund the purchase price.  Notice to Seller of claimed defects discoverable by inspection must be given within 30 days after receipt of shipment.  No goods may be returned without permission of Seller.  Seller shall never be liable for any consequential or incidental damages.
  8. With respect to goods manufactured wholly or partially to Buyer’s designs or specifications, Buyer will protect and indemnify Seller against all claims or infringement of patents or copyrights or of wrongful use of designs, trademarks or trade names.
  9. After delivery of goods to carrier, all risk of damage to or loss or destruction of the goods shall be borne by Buyer.  Unless otherwise specified on Buyer’s order, shipment shall be made by the method or carrier deemed most feasible by Seller.
  10. Seller warrants and certifies that in the performance of this contract Seller will comply with all applicable statutes, rules, regulations and orders of the United States, including laws and regulations pertaining to labor, wages, hours, and other conditions of employment, and that the goods to be furnished hereunder will be produced in compliance with all applicable requirements of the Fair Labor Standards Act, as amended, and all regulations and orders issued hereunder.
  11. If the Buyer's Order is accepted and it states that work or materials to be furnished are for use in connection with a Government contract or subcontract, Seller agrees that all clauses required by the provisions of the Armed Services Procurement Regulation to be inserted in this subcontract and that all other provisions required to be made applicable to this subcontract, including but not limited to provisions respecting nondisclosure, security, nondiscrimination (including Executive Orders in connection therewith), Walsh-Healy Act, Work Hour Act of 1962, Anti-Kickback Statute, domestic preference, utilization of small business concerns and concerns in labor surplus areas in connection with subcontracts hereunder, renegotiation and contract termination, shall be deemed incorporated herein.
  12. The terms of this document constitute the entire contract between Buyer and Seller, and no change or waiver of any such terms shall be effective except as provided herein.  No statement, recommendation or assistance made or offered by Seller or its representatives to Buyer or its representatives in connection with the use of any products sold by Seller, shall be or constitute a waiver by Seller of any of the provisions hereof or change Seller’s liability as herein defined.

 October 2007