NAICS Codes
332116, 332312
332313, 332322
332439, 332999
335999, 336399
336413, 336991

CAGE Code
31644

Sales Order Terms & Conditions

AGREEMENT AND LIMITATIONS. The agreement between Seller and Buyer (the "Sales Contract") with respect to the sale of goods (the "Goods") described on the face of this form shall consist of the terms appearing thereon and this side of this form, together with any additions or revisions of such terms mutually agreed to in writing and signed by Seller and Buyer. Buyer agrees that by submitting an order to Seller for Goods, Buyer agrees to the terms and conditions set forth herein. Seller objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in Buyer's purchase order, or in any other communication from Buyer to Seller, unless specifically agreed to in writing and signed by Seller. NO REFERENCE TO BUYER'S PURCHASE ORDER OR OTHER COMMUNICATION FROM BUYER SHALL BE DEEMED TO INCORPORATE BY REFERENCE ANY TERMS APPEARING THEREIN. The Sales Contract shall be for the benefit of Seller and Buyer and not for the benefit of any other person. Prior courses of dealing, trade usage and verbal agreements not reduced to in writing signed by Seller, to extent they modify, add to, detract from, supplant or explain the Sales Contract, shall not be binding on Seller.
TERMINATION OR MODIFICATION. The Sales Contract may be modified or terminated only upon Seller's written consent except that clerical errors are subject to correction by Seller or upon Seller's written consent. If Seller shall declare or consent to a termination of the Sales Contract, in whole or in part; Buyer, in the absence of contract written agreement signed by Seller, shall pay for all services rendered, including any freight and handling charges incurred. All orders for customized equipment which are canceled shall be paid for by Buyer in full to Seller. Prices are based on delivery leadtimes after receipt of order as specified at the time of bid or quotation.
PRICE, PAYMENT AND SHIPPING. Prices are subject to increase by Seller based on Seller's prices in effect at the time of shipment in all instances where specified shipment date is later than 90 days from the shipment date specified in the Sales Contract. Unless otherwise specified in the Sales Contract or Seller's applicable price list, prices are F.O.B. Seller's point of shipment and the terms of payment are net 30 days from the date of invoice. If the Sales Contract is for more than one unit of Goods, the Goods may be shipped in a single lot or in several lots. In such event, each such shipment shall be paid for separately and Buyer shall be responsible for all transportation charges. Seller may require full or partial payment or payment guarantee in advance of shipment whenever, in its opinion, the financial condition of Buyer so warrants. Minimum billing per order is $100.00.
RISK OF LOSS. The risk of loss of Goods or any part thereof shall pass to Buyer upon delivery thereof by Seller to the carrier. Buyer shall have sole responsibility for processing and collection of any claim of loss against carrier.
TAXES. Prices do not include taxes. Buyer shall pay Seller, in addition to the price of the Goods, any applicable excise, sales, use or other tax (however designated) imposed upon the sale, production, delivery or use of the Goods ordered to the extent required or not forbidden by law to be collected by Seller from Buyer, whether or not so collected at the time of the sale, unless exemption certificates acceptable to the taxing authorities are furnished to Seller before the date of invoice.
DELIVERY. Delivery dates are not guaranteed but are estimated, in part, on the basis of immediate receipt by Seller of all information to be furnished by Buyer. Seller shall in good faith endeavor to meet estimated delivery dates but shall not be liable to Buyer for any damages including incidental, consequential or loss of profits as a result of failure to meet estimated delivery dates.
DEDUCTIONS AND RETURNS. Deductions will not be honored unless covered by a credit memorandum. Goods shipped to Buyer may be returned to Seller only upon the Seller's prior written consent (such consent to be in the sole discretion of Seller) and upon terms specified by Seller. Buyer assumes all risk of loss for such returned Goods until actual receipt thereof by Seller. Agents of Seller are not authorized to accept returned Goods or to grant allowances or adjustments with respect to Buyer's account without prior approval of Seller.
INSPECTION. Buyer shall inspect the Goods within 10 days of receipt thereof. All claims for alleged defect in Seller's performance under this Sales Contract, capable of discovery upon reasonable inspection, must be fully set forth in writing and received by Seller within thirty days of Buyer's receipt of the Goods. Failure to make any such claim within said thirty day period shall constitute a waiver of such claim and an irrevocable acceptance of the Goods by Buyer.
PATENTS. Buyer shall hold Seller harmless, to the extent herein provided, against any rightful claim of any third party by way of infringement of any United States Letters Patent by such Goods as are of Seller's manufacture, and Buyer furnished specifications to Seller, Buyer shall hold Seller harmless against any infringement claims which arise out of or relate to such specifications. Buyer's agreement in this paragraph to hold Seller harmless shall apply to any infringement consisting of the use of goods manufactured by Seller as a part of any combination with goods manufactured by Buyer or others. In the event that any goods manufactured by Seller are in any suit held to constitute infringement and their use is enjoined, Buyer, if unable within a reasonable time to secure for Seller the right to continue using such goods, either by suspension of the injunction, by securing for the Seller a license, or otherwise, at Buyer's expense, shall provide for replacement of such goods with non‑infringing goods or modification of such goods so that they become non‑infringing, or accept the delivery of the enjoined goods and pay in full the purchase price for the goods. Except as in this paragraph provided, Seller makes no warranty that the goods will be delivered free of the rightful claim of any third person by way of infringement or the like and Buyer's remedies will be limited to those provided in this paragraph.
WARRANTY. Products manufactured to Buyer's specifications shall have no warranty other than conformance to those specification. In such case where specifications can be interpreted in more than one manner, or conflicting specifications exist, the Seller will be responsible to produce goods to conform with the specifications and interpretations of Seller's choice. In the absence of specifications, the Seller may, at its option and judgement, establish commercially acceptable specifications or delay production until such specifications are secured from buyer. Buyer will hold the Seller harmless for any delays so resulting. Cost associated with delays will be borne by Buyer as well as any additional costs associated with conformance to specifications not provided by Buyer to Seller at time of quotation. Buyer maintains full responsibility for the accuracy, interpretations and completeness of the specifications provided by Buyer to Seller and shall hold Seller harmless for any and all conditions resulting from same. Seller warrants that such goods will be free from defects in material and workmanship, under normal use and service, for a period of one year from the data of shipment of the goods. No warranties shall apply to goods that have been subjected to misuse, neglect, accident, damage, improper maintenance, or to goods altered or repaired by anyone other than Seller or its authorized representative. No agent, employee, representative or distributor of Seller has any authority to bind the Seller to any representation, affirmation or warranty concerning the goods and any such representation, affirmation or warranty shall not be deemed to have become a part of the basis of the Sales Contract and shall be unenforceable. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE PURCHASE OR USE OF THE GOODS. These warranties shall not apply unless Seller shall be given reasonable opportunity to investigate all claims for allegedly defective goods. Upon Seller's written instruction, a sample only of allegedly defective goods shall be returned to Seller for its inspection and approval. The basis of all claims for alleged defects in the goods not discoverable upon reasonable inspection thereof pursuant to paragraph 9 hereof must be fully explained in writing and received by Seller within thirty (30) days after Buyer learns of the defect or such claim shall be deemed waived.
REMEDIES AND LIMITATIONS OF LIABILITY. In the event Seller is claimed to have breached any of its obligations under the Sales Contract, whether of warranty or otherwise, Seller may repair any defective goods, request the return of the goods and tender, at Seller's option, a replacement shipment of goods or the purchase price theretofore paid to Seller. Seller shall tender a refund of the purchase price at its option only upon actual receipt of the goods by Seller. If Seller so requests the return of the goods, the goods will be redelivered to Seller, transportation prepaid, in accordance with Seller's instructions. The remedies contained in this and the preceding paragraph constitute the sole recourse against Seller for breach of any of Seller's obligations under the Sales Contract, whether of warranty or otherwise. Seller's liability for such breach of any obligation is limited to the amount paid Seller for the goods. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, NOR SHALL SELLER'S LIABILITY ON ANY CLAIM FOR DIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR CONNECTED WITH THE SALES CONTRACT OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE GOODS EXCEED THE PURCHASE PRICE OF THE GOODS. Seller shall not be liable for failure to perform its obligations under the Sales Contract or resulting directly or indirectly from or contributed to by acts of God; act of Buyer; civil or military authority; priorities; fires; war; riot; delays in transportation; lack of or inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances beyond Seller's reasonable control, whether similar or dissimilar to the foregoing.
CLAIMS OR CONTROVERSIES. Any claim arising out of the Warranty and policy statement, or any other claim whatsoever related to the subject matter of the Agreement, shall be litigated in Chautauqua County, New York, which Buyer and Seller agree is the most convenient forum for such purposes and Buyer consents to service of process and submits to such jurisdiction. Buyer hereby waives any right to transfer or change the venue of any ligation brought in accordance with this paragraph.
STATUTE OF LIMITATIONS. ANY CLAIM FILED FOR ANY BREACH ON THE PART OF SELLER AS TO THE GOODS OR SERVICES DELIVERED HEREUNDER MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OR ACTION HAS ACCRUED.
ASSIGNMENT AND DELEGATION. No right or interest in this Sales Contract shall be assigned by Buyer without Seller's prior written consent, and no delegation, of any obligation or of the performance of any obligation, by Buyer shall be made without Seller's prior written consent. Any attempted assignment or delegation shall be void and totally ineffective for all purposes unless made in conformity with this paragraph. Notwithstanding the foregoing, if Buyer is an authorized distributor, agent or representative of the goods for Seller, then Seller's obligations, subject to all limitations of this Sales Contract, shall be extended to the original purchaser of the goods from Buyer.
SEVERABILITY. If any term, clause or provision contained in the Sales Contract is declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause or provision herein contained.
INSTALLATION. Installation shall be by Buyer unless otherwise specifically stated on the Sales Contract.
GOVERNING LAW. The laws of the State of New York govern this Agreement.
WAIVER. Seller's failure to insist on performance of any of the terms or conditions herein, or to exercise any right or privilege, or Purchaser's Waiver of any breach hereafter shall not thereafter waive any other terms, conditions or privileges, whether of the same or similar.