AMERICAN ALUMINUM EXTRUSION OF OHIO, LLC
TERMS AND CONDITIONS OF SALE
The following terms and conditions and all parts of Seller’s proposal shall apply to any resulting contract between the parties. Any additional or different terms or conditions submitted by Purchaser are deemed objected to by Seller and are of no effect nor in any circumstances binding upon Seller unless those additional or different terms or conditions are specifically accepted by Seller in writing. If Purchaser objects to any of Seller’s terms and conditions, any objection must be specifically brought to the attention of Seller by Buyer in writing separate from any purchase order or other printed form of Purchaser. The objection(s) are deemed proposals for different terms and conditions and may be accepted only in writing and signed by an authorized representative of Seller.
- Prices. Seller’s quoted proposal is valid for acceptance by Purchaser within 7 business days from the date of the proposal. All changes in freight rates or transportation charges occurring after the date of quotations will be charged to Purchaser’s account at rates prevailing at the time of shipment. Seller reserves the right to adjust the price in this proposal prior to the date of shipment in the event of an increase in the cost of labor or materials.
- Taxes. Any taxes or other governmental charges levied against the item purchased must be paid by Purchaser.
- Delivery. Delivery of materials will be made F.O.B. shipping point, title and risk of loss of the materials will be passed onto the Purchaser at the F.O.B. shipping point. Unless, at the time of Purchaser’s acceptance of Seller’s proposal, Purchaser specifies in writing the desired method of transportation (air express, motor freight, etc.), Seller will use its judgment in selecting the carrier and route. Delivery schedules are estimated and Seller assumes no responsibility for delays.
- Force Majeure. Seller is not responsible for losses or damages to Purchaser or any third party resulting from delay or postponement of Seller’s performance hereunder arising either directly or indirectly from acts of God, acts or orders of the government, riot, embargoes, default or delay of suppliers, strikes, fire, inability to obtain fuel or labor, acts or failure to act of the Purchaser or any other cause beyond Seller’s control.
- Terms of Payment. Terms of payment are net 30 days (subject to Credit approval) from date of invoice, with one and one-half percent interest per month charged on the balance(s) not paid on or retained beyond 30 days for any reason whatsoever, unless otherwise agreed upon in writing.
- Shipping tolerance and warranty. The Purchaser accepts the following quantity tolerances applicable to material ordered: standard shipping tolerances are < 2000 lbs. +/-35%, 2000-4999 +/-15%, 5000 lbs. & over +/-10%. There is an extra charge for exact piece orders.
If any item or material proves to be defective in material and/or workmanship within 30 days from the date of delivery, the Seller shall, at Seller’s option, replace said item or credit the purchase price of said item; provided, however, that the Purchaser makes a claim in respect of such material within 30 days after discovery of the defect and provided further that use of the material is promptly discontinued. Seller shall have the option of having the defective material returned to it F.O.B. its factory. The above express warranty is offered in lieu of all other express or implied warranties, whether in law or in equity, including warranties of merchantability and fitness for a particular purpose and warranties arising from course of dealing or usage of trade, which the seller specifically disclaims. The foregoing shall be seller’s sole and exclusive liability and purchaser’s sole and exclusive remedy for any action, whether based on breach of contract or in tort, including negligence. Under no circumstances is the Seller liable for consequential or incidental damages including, but not limited to, loss of profits, anticipated revenue, loss of use of equipment, cost of substitute equipment, delays in installation of the work or completion of a project, or such other claim arising from any cause whatsoever, whether or not such loss or damage is based on contract warranty tort, including negligence, strict liability, indemnity, or otherwise.
- Equipment and Tooling. Any equipment, including dies, fixtures, jigs, tooling, etc., which Seller constructs, acquires, or has built solely for use in the production of products ordered hereunder, shall be and remain Seller’s property and in Seller’s sole possession and control. Any charges made by Seller here-to-fore shall be only for the use of such equipment and shall confer on Purchaser, no right of any kind with respect to such equipment. When for two consecutive years, no orders are received from the Purchaser for goods to be made from such equipment, Seller may dispose of said equipment after proper notification, as Seller desires, without liability to Purchaser. Seller assumes no liability whatsoever for patent infringement claims related to property and designs furnished by the Purchaser.
- Non-Waiver. No failure of Seller to insist upon strict compliance of Purchaser to any of these terms and conditions or to promptly exercise any right accruing from any default of Purchaser shall impair Seller’s rights in case Purchaser’s default continues or in case of any subsequent default by Purchaser.
- Cancellations. This contract is subject to cancellation only upon Seller’s accepting such cancellation in writing, and the effective date of such cancellation shall be the date of such acceptance. The date of such acceptance notwithstanding, Seller shall have the right to continue the processing of the materials or articles affected to the point at which the processing can be halted with the least inconvenience to Seller under the circumstances. Payment of cancellation charges shall be made by Buyer upon receipt of statement of same. Cancellation charges shall not exceed the purchase price of the cancelled portion of the contract.
- Governing Law. The rights and obligations of Seller and Purchase with respect to Seller’s quotation and any resulting contract is governed by the laws of the State of Ohio.