1. TERMS OF SALE
The terms as hereinafter written shall supersede the terms of Buyer’s order in the event of contradiction or inconsistency herewith: No understanding, agreement, term, condition, or trade custom at variance with or contradictory to the terms and conditions herein set forth shall be binding on the Seller. Failure of the Buyer to notify the Seller within two days after the date of acknowledgement that any terms herein are not approved shall constitute acceptance by the Buyer of all terms and conditions herein set forth.
Delivery of shipments hereunder in good order to a transportation company, properly consigned, shall constitute delivery to the Buyer. The Buyer shall have the right to select the means of transportation, but in the absence of written instructions on the part of the Buyer, the Seller may select such means. The price quoted does not include applicable delivery charges or taxes by any appropriate government agency.
3. TITLE TO GOODS
Title to all goods sold hereunder shall pass to Buyer upon Seller’s delivery to carrier or transportation company at shipping point.
4. CONTINGENCIES BEYOND SELLER’S CONTROL
Seller shall not be liable for any default or delay caused by any contingencies beyond its control including, but not limited to, war restraints affecting shipping or credit, strike, lockout, boycott, other labor trouble, riot, fire, flood, short or reduced supplies or fuel or raw material or excessive costs thereof, government acts, limitations or restraints, or transportation failures. Seller may at its option deliver in proportion to its production in the event of any of the above contingencies.
5. EXAMINATION OF MATERIAL
Buyer shall carefully examine material delivered and advise the agent of the transportation company to note damage thereto or shortage thereof prior to acceptance of material, from transportation company. Failure to notify the seller of shortages or damages to the goods shipped shall relieve Seller from any claim by Buyer for an alleged shortage or damage. Failure of Buyer to present written claim to Seller respecting any damage or shortage in any shipment hereunder, within ten (10) days after receipt of the goods shall constitute a waiver of all claims in respect thereto. Any liability on the part of the Seller shall be limited to its own acts or omissions and shall not include acts of omissions of the carrier or transportation company. Quotation is based upon acceptance and delivery of the items referred to shipped at one time to one place. Split shipments either as to time or location shall be subject to additional charges as deemed necessary by IER Fujikura, Inc.
Seller agrees to hold Buyer and its customers harmless only against infringement of patents covering the material or part in the form sold by Seller, provided Buyer or its customers, as the case may be, promptly notifies Seller of any claim or litigation and tenders the defense thereof to Seller. Buyer agrees to hold Seller harmless from any liability of Seller for infringement of patents by reason of manufacture according to Buyer’s design or by reason of the incorporation of said part in a more comprehensive assembly than sold by Seller, provided Seller promptly notifies Buyer of any claim or litigation and tenders the defense thereof to Buyer; Seller grants no license, express or implied, other than the right of Buyer to use specific material or part in the form delivered by Seller.
Seller guarantees the standard quality of the material and compliance to published specifications, if any. Any recommendations for the use of the products are based on tests or experience believed to be reliable. Since the use of the materials is beyond the Seller’s control. Seller makes no guarantee or warranty, either express or implied, as to such use or effects incident to such use, handling or purchase, either in accordance with the directions or claimed so to be in accordance with the directions. Seller’s liability with respect to materials sold shall be limited to the replacing of material failing to meet the aforesaid standard quality or published specifications, or, at its options, Seller may grant a credit of the Seller’s price thereof.
We are making this part as a custom molded item. As we do not have knowledge of the ultimate usage by our customer, the Seller shall not be responsible for product liability beyond our control.
Tooling purchased by the Buyer, or procured in his behalf by the Seller, for use in the manufacture of his part requirements are the property of the Buyer. The tools will be retained by the Seller, for the exclusive use of the Buyer. Seller agrees to store these tools on its premises, to insure them from loss by fire or theft, and to maintain them in good working condition. Buyer acknowledges that these tools will ultimately be exhausted through continued usage, and that their replacement upon complete exhaustion will be his expense. Where tool cost is amortized in the price of purchased parts, ownership of tools transfers to Buyer upon completion of the amortization period. Form tools such as broaches, reamers, etc., used in the manufacturing of molds, dies, and other processing equipment are not considered part of the tooling owned by the Buyer and may be considered expendable with each tooling program. In cases where the Buyer requests possession of purchased tools, Seller reserves the right to refund a fair depreciated value of the tooling (computed on a three year basis, double-declining method, with each fraction of a year being considered as a full year) in lieu of returning the tooling to Buyer; Seller agrees to transfer these tools to Buyer in the event that Seller is unable to produce parts for Buyer due to fire or other disaster. Tooling not used in three years will be considered obsolete and may, at the option of Seller, be scrapped.
Failure of Buyer to issue written report of rejectable discrepancy within ten (10) days after receipt of material by Buyer shall constitute full acceptance of material sold.
Buyer shall not return any shipment, or portion thereof, without express authorization by Seller. Upon receipt of such authorization, Buyer must return materials in original containers, or as otherwise stipulated by Seller, and refer to the specific packing slip number on which rejected materials was originally shipped to Buyer.
Unless specifically stated otherwise in the body of the Quotation, all prices quoted are based on one (1.0) A.Q.L. Any changes made after issuance of contract may nullify contract prices.