General Terms Of Sale
1. PRICES: Unless otherwise specified, the prices do not include any taxes or shipping charges.
2. QUANTITY PRICING: Prices quoted are consistent with quantity ordered and are computed separately for each product item. If an order is cancelled, the unit price may be adjusted to the price applicable to the uncancelled quantity, if any.
3. TAXES: Unless prohibited by statute, Buyer agrees to pay to Seller the amount of any Federal, State, City or other tax which Seller may be required to pay on account of the ownership at the place of installation, or the manufacture, transportation, sale or use of the material and equipment which are the subject of this Order.
4. TERMS OF PAYMENT: Unless stated otherwise, each invoice is payable within 30 days after the invoice date. If Seller, makes partial shipments, Seller will invoice separately for each shipment. Seller reserves the right to require payment in advance or C.O.D. and otherwise to change credit terms. If Buyer does not pay an invoice within 90 days, Seller may charge interest of 1.5% per month but no more than the maximum allowed by law, until the invoice is paid. If Seller fails to demand payment under the terms above, Seller will not have waived the right to do so later. Furthermore, that demand, if made will not alter the obligation of Buyer regarding this Order.
5. DELIVERY: Shipping dates are approximate. If conditions arise that prevent compliance with delivery schedules, the Seller shall not be liable for any damages or penalty for delay in delivery, or failure to give notice of delay, and such delay shall not constitute grounds for cancellation. Without limiting the generality of the foregoing, the Seller shall not be liable for delay by reason of inability, due to causes beyond its reasonable control, to obtain the necessary labor, materials or manufacturing facilities or for delays due to elements, acts of God, acts of the Buyer, acts of civil or military authorities, priorities, fires, floods, epidemics, quarantine restrictions, wars, riots, strikes, differences of workmen, accidents to machinery, freight car or truck shortages, delays in transportation or any other causes beyond the control of the Seller whether or not similar to the foregoing. In such event, delivery dates shall be deemed extended for a period equal to such delay.
6. SHIPMENT: All shipments will be made F.O.B. Seller’s facility unless otherwise specified, regardless of which party selects the carrier or pays the freight. Unless notified otherwise, the Seller will select the carrier. Title shall pass to Buyer upon delivery by the Seller to the carrier. Regarding quantities, Seller reserves the right to ship plus or minus 10%.
7. CLAIMS: Buyer shall inspect promptly after receipt and before use. Unless otherwise indicated by Seller’s acknowledgement, Buyer’s inspection of all other goods shall be according to the latest blueprint furnished to Seller. Within ten days following receipt of goods Buyer shall give detailed written notice of any shortage or defective goods, and failure to give such notice shall constitute irrevocable acceptance of goods.
8. WARRANTY: This warranty supersedes any conflicting or inconsistent
warranty or representation contained in Buyer’s purchase order.
The Seller warrants that at the time of shipment Seller’s products shall be free from defects in material and workmanship and conform to the specifications furnished to and approved by the Seller. The Seller’s sole obligation under this warranty shall be to repair or replace, but not to remove or install, any product which, in the opinion of the Buyer, and confirmed by the Seller, is found to be other than warranted.
Seller does not warrant or represent that the Seller’s products will be suitable for the Buyer’s requirements or will be suitable or safe for the Buyer’s installation or intended uses. This warranty shall not apply to any product which has been subjected to misuse or neglect, or has been damaged by accident or passage of time, or has been made defective by improper installation, or by use in violation of instructions furnished by Seller or by repairs or alterations by persons not expressly approved by Seller. In no event shall this warranty create any liability for loss, damages, expenses, directly or indirectly, arising from the use of Seller’s products or from any inability to use them.
The warranty period shall be for ninety days; beginning the day such products are shipped to Buyer. If any defect covered by the warranty appears, the Buyer shall notify the Seller during the warranty period. No products shall be accepted for return or replacement without the prior written authorization of the Seller. On such authorization and according to the instructions of the Seller, products for which return or replacement was requested shall be returned to the Seller for examination, with all shipping charges prepaid by the Buyer. Any defective product must be returned to Seller within ninety days after the date shipped. Replacements made under this warranty shall be shipped prepaid. No allowance shall be made for any charges by the Buyer whether the products are to be repaired or replaced.
In accordance with the Fastener Quality Act, because of lot control integrity cannot be maintained on graded product after it is shipped all SALES ON GRADED PRODUCT ARE FINAL and no returns will be accepted for surplus or unneeded inventory which was purchased from the Seller.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND SELLER DISCLAIMS ANY WARRANTY THAT THE PRODUCTS SOLD ARE MERCHANTABLE.
9. INFORMATION: Any proprietary data or information furnished by Seller pursuant to obtaining or fulfilling this Order, shall not be disclosed by Buyer to anyone outside its organization except the United States Government, where required by law, nor shall it be duplicated, or used in whole or in part with Buyer’s own organization for any purpose other than to evaluate Seller’s quotation and assist in fulfilling this Order.
10. ENTIRE AGREEMENT: The provisions hereon and on accompanying papers, if any, signed by Seller, constitute all the terms and conditions agreed upon by the Parties and shall replace and supersede any provision on the face and reverse side of the purchase order or any attachments thereto which the Buyer may issue, or any prior general agreement inconsistent with provisions hereof. No modifications hereof shall be valid unless in writing and duly signed by an officer of the Seller.
11. ACCEPTANCE REQUIRED TO FORM CONTRACTS: Unless and until a formal written acceptance upon a printed Acknowledgement of Order form is signed by an authorized officer of Seller, at the Des Moines, Iowa office of the Seller, no order will become effective as a valid contract binding upon the Seller.
12. GOVERNING LAW: The construction, validity, interpretation and performance of this Order will be governed by the laws of the State of Iowa for agreements executed and performed within the State of Iowa.
13. CONSENT TO JURISDICTION: The parties agree that any action to
interpret or enforce the terms of this Order must be filed in a court in
the County of Polk, Iowa.