Scott
Brass, Inc Microfinish →
REGISTERED
TERMS
1.
Definitions. Scott Brass is referred to herein as “Seller”. “Buyer” as used
herein means the individual or entity submitting to Seller an order to purchase
Seller's products.
2.
Application. These terms and conditions shall govern the sale by Seller and
purchase by Buyer of any and all products offered for sale by Seller.
3.
Taxes: The prices of products
specified herein do not include any federal, state or local taxes or any other
taxes or duties levied by an authorized taxing entity.
Wherever applicable, such tax or taxes will be for the account of Buyer
and may be added to the invoice as a separate charge to be paid by Buyer.
4.
Price/Terms of Payment: The prices
of products and the terms of payment
specified herein will be defined on the invoice. Prices and terms
are subject to change should conditions warrant.
The prices of products offered are based on these terms and conditions
and any modifications or changes to these terms can and will have an effect on
the final price to the buyer.
At
Seller's option, interest will be charged on the unpaid balance at 1 ½% per
month, from the first day following the due date until payment is made in full.
5.
Product Specifications: Products furnished by Seller to Buyer hereunder will be
within the limits and of the sizes published by Seller from time to time, but in
all cases shall be subject to Seller’s standard tolerances for variations unless
otherwise specifically acknowledged by Seller.
6.
Force Majeure; Other Limitations. Neither party shall be liable to the other for
default or delay in delivering or accepting materials if such delay is caused by
fire, strikes, lockouts, shortages of labor, governmental laws, regulations,
orders, ordinances or restrictions that may be in effect from time to time, acts
of God, acts of war or any other causes of delay in or impediments to
availability, shipment, or delivery beyond the reasonable control of the
relevant party. In no event shall Seller be responsible or liable for failure to
supply, ship or deliver any goods due to the failure of Seller’s suppliers or
vendors to supply, ship or deliver the raw materials and other goods to Seller
nor responsible or liable for Seller’s failure to supply, ship or deliver any
goods by any delivery or shipment date specified, as time shall not be of the
essence in respect thereto. In no
event shall Buyer be entitled to any charge backs or setoff for any reason
whatsoever; nor shall Seller be liable to Buyer or any third party for indirect
or consequential damages due to delays in the supply, shipment or delivery of
goods or the failure to supply, ship or deliver goods altogether, whether or not
due to causes within Seller’s control.
7. All products manufactured by
Seller are inspected before shipment. However, should any such products supplied
hereunder prove to be defective in material workmanship, Buyer shall notify
Seller immediately and Seller shall repair or replace the defective products
without cost to Buyer or, at Seller’s option, repay the purchase price upon
return of the defective products. Seller will be given reasonable opportunity to
investigate all claims, and no products may be returned by Buyer to Seller until
after receipt by Buyer of specific shipping instructions from Seller that will
include a return authorization.
Seller has the right to refuse any return of products wherein a period of ninety
(90) days has elapsed since the date of receipt of such products.
The aforesaid obligation of Seller to repair or replace defective
products or, at Sellers option, to repay the purchase price shall be the limit
of the Seller’s liability and Buyer’s exclusive remedy for defective products.
8.
Disclaimer of Warranties: The advice of the technical staff of the Seller is
available to the buyer, but the Seller, not controlling or supervising
subsequent manufacture, fabrication, or installation of its products or their
use after sale, does not warrantee or guarantee such advice. Seller makes no
warrantees regarding the goods being purchased by the Buyer, whether express or
implied, arising by operation of law, course of dealing, usage of trade or
otherwise, and all implied warrantees of merchantability or fitness for any
particular purpose are hereby disclaimed and excluded. Without limiting the
generality of the foregoing disclaimers of warranty and liability, Seller shall
have no liability whatsoever for any special, indirect, direct, economic,
incidental or consequential damages based upon breach of any warranty, breach of
contract, negligence, strict tort or any other legal theory including, without
limitation, loss of profits, loss of use of the goods, cost of capital, cost of
any substitute goods, down time, the claims of any third party, including
customers, personal injury, death or injury to property, whether arising from
the sale or use of Seller's products or any products into which Seller's
products are incorporated, or otherwise.
9.
Compliance with Law: Seller will
comply in all material respects with all applicable federal laws and regulations
which govern Seller’s performance hereunder.
10.
Indemnity: Buyer hereby agrees that
if Buyer incorporates Seller’s product(s) into any products used in the aviation
or aerospace industries, Buyer shall protect, defend, indemnify, and hold
Seller, its officers, directors, employees, and agents (collectively, “Seller
Indemnified Parties”) harmless against, all claims, judgments, losses, costs,
expenses, damages or liabilities paid or incurred by such Seller Indemnified
Parties, including reasonable legal fees:
(a) arising from claims for injury, loss or other damage, whether direct
or indirect, actual or alleged, consequential or otherwise, resulting from the
sale or use of Buyer's products which contain Seller’s product(s); (b) resulting
from any recall, inspection, testing, replacement, or correction of Buyer's
products in which Seller’s product(s) are incorporated, whether required by
governmental authority or otherwise; or (c) arising from any infringement or
alleged infringement of any patent applicable to Buyer's products. Buyer agrees
that Buyer shall defend or settle at its own expense any suit or proceeding
brought against Seller Indemnified Parties hereunder, provided Buyer is notified
reasonably promptly in writing of the commencement of such suit or proceeding
and is given, information and assistance by Seller for the defense or settlement
thereof.
11.
Waivers: No waiver by Seller of any
breach of any provision hereof will constitute a waiver of any other breach of
such provisions. Seller’s failure
to object to provisions contained in any communications from Buyer will not be
deemed an acceptance of such provisions or as a waiver of the provisions hereof.
12.
Governing Law: These terms and
conditions and performance hereunder shall be governed by the laws of the State
of Rhode Island (without regard to its conflict of laws provisions) and shall be
considered a contract made and to be performed in the State of Rhode Island. At
Seller’s sole election, all claims, disputes, demands and controversies arising
under, out of or in connection with or in relation to the products sold
hereunder may be submitted to and be determined by arbitration in the State of
13.
Miscellaneous: Should any one or
more of these provisions be found to be or become invalid, illegal or
unenforceable in any respect under any law, the enforceability and validity of
the remaining provisions shall not in any way be affected or impaired thereby.
The terms and conditions hereof constitute the final, complete and exclusive
agreement between the parties hereto.
No other terms or conditions shall be binding upon the parties unless
expressly agreed to in writing by the parties hereto.