Terms And Conditions

1. Terms net 30 days unless otherwise specified. This bill due and payable in Cook County, Illinois. 

2. Shipping promises or delivery promises are approximate. The Seller reserves the right to overship or undership each item by ten percent (10%) unless otherwise specified in writing by the Seller on the face of this order. 

3. Taxes: The prices quoted herein are subject to any addition which may be necessary to cover any tax or charge now existing or hereafter imposed by Federal, sate, Municipal or other taxing authorities upon material or services herein described, or the production, sale storage, distribution or delivery thereof, or upon any aspect of this transaction. 

4. Inspection and Acceptance: Material must be inspected and accepted at the Seller’s factory. If the Buyer does not wish to incur the expense of sending a representative to the factory to inspect material, the Seller will, on request, furnish certified reports to the Buyer that material was inspected and was found to have met the specifications in every way. 

5. Payment and Credit: Each shipment shall be a separate transaction and payment shall be made accordingly. If, in the exclusive judgment of the Seller, the Buyer is in default of its obligations hereunder or the financial condition of the Buyer at any time does not justify the commencement or continuance of production or shipment on the terms specified herein, the Seller may, in addition to all other remedies it may have at law or in equity, (1) make a written demand for full or partial payment in advance, or payment for material shipped, (2) suspend its performance until payment is made and (3) cancel the Buyer’s order if such payment is not received by the Seller within thirty (30) days after delivery in person or mailing of said demand by the Seller. After the expiration of 30 days from the date hereof customer agrees to pay interest on the amount of any unpaid balance hereunder at the rate of 1½% per month interest permitted by law. 

6. Procedure for Claims – Returned Goods Authorization – The Seller will not accept return of rejected material unless authorized in writing prior to shipment, (1) Granting the customer the “Authority” to return goods will not be construed to signify the acceptance of the customer’s claim, but will only signify “Authority” to physically return the goods so that they may be inspected, and so that proper “Disposition” of the Customer’s claim may be made after such inspection. (2) The Seller will reserve the right to return the goods to the customer, after such inspection, with no credit to the customer, and with the customer to bear the transportation charges. (3) “Authorization” to a customer to return goods implies the use of the cheapest mode of transportation available, unless otherwise specifically indicated on the Returned Goods Authorization. (4) The maximum time lag between the original shipment of the goods, and the request for “Authority” to return goods by the customer should be no longer than 45 days, unless a specific exception is authorized by the Sales Manager. (5) No Replacement Order, if applicable, will be processed until final “Disposition” has been made for the returned goods by the Quality Assurance Department. (6) No credit, if applicable, will be given or accounting entry made until final Quality Assurance “Disposition” has been made. 

7. The Seller warrants only that all material manufactured by it (but not by others) shall be within Seller’s standard limit of tolerances and variations or such limits of tolerances and variations as the Buyer and the Seller may agree upon, in writing. The Seller, in full satisfaction of its liability hereunder to the Buyer, may replace or repair (at Seller’s option) any material covered by this warranty which is returned by the Seller (subject always to Paragraph 6 hereof), transportation charges prepaid, and which examination proves not to be within the aforesaid limits of tolerances and variations. Repaired and replacement materials shall be unwarranted for the remainder of the original 45-day period of notification set forth in Paragraph 6 hereof. It is understood and agreed that, unless otherwise agreed to in writing by Seller, Seller assumes no responsibility with respect to the suitability of the Buyer’s equipment or any latent defects in the same. In no event shall Seller be responsible for providing materials and structures to the extent necessary to permit Seller to perform its warranty obligations, or paying transportation costs to and from the Seller’s factory or repair facility, or for damages to material resulting in whole or in part from improper maintenance or operation or from their deteriorated condition. Seller shall have the right of disposal of material replaced by it. If Seller is unable or unwilling to repair or replace the warranted material, Seller and Buyer shall negotiate an equitable adjustment in the invoice price. The Seller’s liability for damages, expenses or costs of any kind shall be limited to the value of the material sold hereunder less Seller’s cost. Notwithstanding the aforementioned, the Seller shall not be liable, as applicable, for any invoice credit(s), or for any repair or replacement of material covered by this warranty except those made with the Seller’s prior written consent. Furthermore, the Seller shall be liable for breach of this warranty only if it receives written notice of such breach within forty-five (45) days from the date of shipment of the material to which the breach relates. THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF THE BUYER FOR ANY BREACH BY THE SELLER OF ITS WARRANTY. 

THE SELLER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING MATERIAL MANUFACTURED BY IT OR BY OTHERS INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE OR WARRANTIES AGAINST INFRINGEMENT OF ANY PATENT, EXCEPT AS PROVIDED ABOVE. Buyer and successors of Buyer are limited to the remedies specified in this Paragraph 7, and shall have no others remedies for a breach by Seller of the warranty set forth herein and/or Seller’s failure to perform in whole or in part. Buyer agrees that these remedies provide Buyer and its successors with a minimum adequate remedy and are their exclusive remedies, whether Buyer’s or it’s its successors’ remedies are based on contract, warranty, failure of remedy to achieve its intended or essential purposes, tort (including negligence), strict liability, indemnity, or any other legal theory, and whether arising out of warranties, representations, instructions, installations, or non-conformities from any cause, for loss of use, revenue or profit, or for costs of capital or of substitute use or performance, or for indirect, special, liquidated, incidental or consequential damages, or for any other loss or cost of a similar type, or for claims by Buyer for damages of Buyer’s customers. Seller’s maximum liability under this shipment shall be the value of the material sold hereunder less Seller’s cost. 

8. Shipments and Delivery: Delivery of material shall be f.o.b. shipping point. Title and risk of loss or damage to goods shall pass from the Seller to the Buyer upon delivery by the Seller to the possession of the carrier. Any claims for loss or damage after risk of loss has passed as herein provided shall be filed with the carrier. Items held or stored for the Buyer shall be at the risk and expense of the Buyer. If at the request of the Buyer, shipments are postponed more than thirty (30) days the amount due thereon shall become due thirty (30) days after notice that the items are ready for shipment. 

Timely performance by Seller is contingent upon Buyer or its vendees supplying to Seller, when needed, all required technical information and data, including drawing approvals, and all required commercial documentation. The Seller shall not be liable for loss or damage for delay in delivery or failure to manufacture due to causes beyond its reasonable control. In the event of such delay in delivery or failure to manufacture, the Seller shall not be required to allocate production and deliveries among customers. 

9. With respect to all items for which the Buyer furnishes the design as specifications, the Buyer agrees to indemnify the Seller and hold it harmless from all legal expenses which may be incurred by, and all damages and costs which may be assessed against the Seller. In any action for infringement of any United States Letters Patent by such items sold hereunder. The Seller will promptly inform the Buyer of any such claims made against the Seller and the Seller will cooperate with the Buyer in every reasonable way to facilitate the defense of any such claim. 

10. That the Buyer shall pay all costs, expenses, and all attorneys fees which shall be insured or expended by the Seller in enforcing any of its rights hereunder, and/or defending any unwarranted claims made by Buyer, its customers or vendees. 

11. The Seller reserves the right to modify the specifications of any item subject to this order whether established by the Seller or Buyer, providing that the modification will not materially affect the performance of the item. 

12. The Seller shall not be bound by any communication from the Buyer which attempts to impose upon the Seller any obligations or conditions which are different from, or additional to, the Terms and Conditions hereof. The Buyer’s acceptance of this order is limited to these Terms and Conditions. 

13. This order constitutes the final, complete and exclusive statement of representation, promise or inducement of any kind unless set forth herein, not shall it be bound as to any representations made herein except to the designated recipient of this order. 

No wavier, alteration or modification of any of the provisions hereof or of the provisions of any contract arising herefrom shall be binding on the Seller unless in writing and signed by a duly authorized representative of the Seller. 

14. The validity, construction and interpretation of this order and any other documents relating to the sale of the materials specified herein, and the rights an duties of the parties resulting from this sale shall be governed by the laws of the State of Illinois and in the event of any litigation or claim by either party against the other, that proper forum for the resolution of such claim shall be the Circuit Court for Cook County, Illinois. 

15. The Buyer may not assign its rights or obligations with respect to this sale to any person or entity without first obtaining the written consent of the Seller. 

16. The Seller reserves the right to correct all typographical or clerical errors which may be present in the prices or specifications contained herein. 

17. Customer agrees that in the event it cancels all or a part of any order that it shall pay a 20% cancellation fee computed on the amount of the order cancelled, and the price paid for the portion of the order accepted by customer shall be adjusted upward to offset any quantity discounts which were previously given based upon the size of the original order.