Scott Brass, Inc†††††††† ††Microfinish →

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†††††††        †ISO 9001

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1. Definitions. Scott Brass is referred to herein as ďSellerĒ. ďBuyerĒ 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 Ĺ% 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 Sellerís 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 Sellerís suppliers or vendors to supply, ship or deliver the raw materials and other goods to Seller nor responsible or liable for Sellerís 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 Sellerís 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 Sellerís 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 Sellerís liability and Buyerís 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 Sellerís performance hereunder.


10. Indemnity:  Buyer hereby agrees that if Buyer incorporates Sellerís 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, ďSeller Indemnified PartiesĒ) 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 Sellerís product(s); (b) resulting from any recall, inspection, testing, replacement, or correction of Buyer's products in which Sellerís 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.  Sellerís 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 Sellerís 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 Rhode Island in accordance with the rules of the American Arbitration Association then in effect.


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.