Buyer’s Purchase Order, with requirements as described on the Order Acknowledgement, is accepted by Seller and subject to the terms and conditions below.
Delays: Seller shall not be liable for any delay in manufacture or delivery due to fires, strikes, delays in transportation, accidents at mills, processors or warehouses, war, acts of God or any other contingencies beyond the Seller’s control.
Shipping: Estimates as to delivery are based on conditions at the time of acknowledgement and date from receipt of material. Seller also reserves the right to ship overages or underages of weight in accordance with industry standards.
Modifications: Buyer cannot cancel or modify purchase orders or delay releases within 2 weeks of material being produced or processed except with Seller’s consent. Any such action shall be subject to conditions then agreed upon and shall include protection of the Seller against all loss.
Payment: Invoices are payable in U.S. Dollars in accordance with the terms stated on the Seller’s invoice. Cash discounts apply only within the terms stated on the Order Acknowledgement. Discounts applicable strictly from date of invoice.
Price: Unless otherwise specifically held open for a length of time on the Seller’s Quotation, all prices are subject to change without notice and any unshipped balances from purchase orders will be invoiced to and paid by the Buyer at prices in effect at time of delivery. Seller reserves the right to pass on surcharges and other adjustments related to changes in the price of raw material. All transportation and other charges are for the account of the Buyer and shall be subject to current published or equivalent rates.
Credit: Production, shipments and deliveries are subject to approval of Seller’s Credit Department, and Seller may at any time refuse to manufacture or ship if Buyer fails to fulfill the terms and conditions of payment or fails to provide proof of security satisfactory to the Seller’s Credit Department.
Quality: Material provided by the Seller shall be within the specification limits of the quality, grade and type of material and within tolerance limits for size and length as specified by the Buyer unless otherwise specified on the Order Acknowledgement, or the Buyer has authorized, in writing, specific deviations. Material provided by the Seller shall be produced and certified, as required, to the specifications show on the Order Acknowledgement. No additional certification is implied or warranted. Rejection of material shall be determined exclusively by those tests and inspection procedures determined by the Seller to be normally applicable to the material specified.
Nonconformance: Material determined to be nonconforming to ordered requirements by either the Seller or the Buyer and confirmed by the Seller, when in the possession of the original consignee due to Seller’s own manufacturing processes or to causes within the Seller’s control, or if not substantially as described in the Order Acknowledgement will be replaced or credit will be given for it’s return, at the Seller’s determination. Material shall not be returned to the Seller without prior approval and shipping instructions from the Seller. The Seller shall not be liable for any claim for labor, prospective profits, special, indirect or consequential damages, or other expenses, nor shall recovery of any kind against the Seller be greater in amount than the purchase price at time of delivery of the specific material sold, plus reimbursement for freight, less current scrap value if applicable
Warranty: Seller warrants the material furnished to be produced and tested as required by the specifications set forth on the Order
Acknowledgement. No warranty of suitability for any particular purpose nor any other representation, either express or implied, is made respecting furnished material or it’s production.
Waiver: Waiver by Seller of any breach of any term or condition of this agreement shall not constitute a waiver of any other breach.
Failure to exercise any right accruing through any default of the Buyer shall not affect or impair Seller’s right in case of any subsequent default of the Buyer.
Errors: Clerical and stenographic errors are subject to correction.
Legal: In the event of any legal proceedings or litigation, the venue will be held in Ingham County, Michigan.