TERMS OF SALE
The following terms are part of each contract between Buyer and Vulcan Spring & Mfg. Co. (Seller)
1. TERMS: 30 days net upon credit approval. F.O.B. shipping point.
2. CREDIT: Seller reserves the right to decline to make deliveries except for C.O.D. or Cash in Advance whenever, for any reason, doubt as to Buyer’s financial responsibility develops. Seller may charge 1-1/2% Service Charge per month on invoices which remain unpaid for 30 days.
3. PRICE: Stenographical and clerical errors in quotations are subject to correction. All prices quoted, unless otherwise stated, are for immediate action and are subject to change without notice. All purchase orders resulting from such quotations are subject to Seller’s acceptance at its office in Telford, PA.
4. CANCELLATION OR DEFERRED DELIVERY: If Buyer cancels any order or defers the delivery date of any order, he shall be liable for: (a) Work completed for full unit price; (b) Work in process at cost of completed operations plus overhead and percentage of profit attributable thereto; (c) Raw material and purchased parts at cost to Seller plus Seller’s handling charge; (d) Unamortized tooling on the basis of balance due Seller; and (e) Any other expenses or charges, including engineering and overhead charges, incurred by Seller in connection with the performance of the contract, up to the date of cancellation.
5. QUANTITY: Buyer agrees to accept an under run or overrun on each individual item ordered, not exceeding 10% of quantity ordered.
6. DELIVERY: Seller will make every reasonable effort to execute shipments in accordance with the specified delivery schedule. Seller shall not be liable for delay or failure to perform due to causes beyond its control. In no event and under no circumstances (including delays in performance) shall Seller be liable for any consequential, special, incidental, economic or other damages or losses.
7. TOLERANCES: General title block tolerances on blueprints shall not apply to fabricated spring dimensions.
8. REJECTIONS: Buyer shall assume full responsibility for the inspection of all products when received. Claims for errors, deficiencies or imperfections will not be considered unless made within 30 days after receipt by Buyer. Upon verification by Seller of non-conformance to specifications of said returned products, Seller may replace same, or at Seller’s option, credit in lieu thereof shall be issued. Seller’s liability for products not conforming to specifications shall be limited to the sales price of such products.
9. SPECIAL TOOLING: Where special tools, dies, or fixtures are required to fabricate a product, and a tooling charge is made, such charge shall not vest in Buyer any title to such tools. All such tools remain the property of Seller but will be used exclusively on Buyers work. Buyer acquires no right to remove such tooling from Seller’s property. Such tooling will be stored and maintained at Seller’s expense, but special tooling, inactive for a period exceeding three years, may at the option of Seller, be scrapped upon notification of intent to Buyer and upon failure to receive advice to the contrary within 30 days. Any resulting scrap value of such tooling shall belong to Seller as payment for storage and maintenance costs.
10. WARRANTIES: Seller warrants only that its products are of good workmanship and are produced from high quality commercial material. Seller will not warrant the workmanship of others who have performed work on or used the products covered by this contract. Seller will replace or refund the purchase price of the item for any material or workmanship that does not meet commercial quality standards in its products demonstrated to its satisfaction to have existed at the time of delivery, provided Buyer give Seller written notice immediately upon discovery thereof and, in any event, within 30 days after delivery of the goods to Buyer. Seller may require the return of the product to establish any claim. Buyer’s sole and exclusive remedy under any legal theory and Seller’s sole liability shall be limited to at Seller’s option, repair or replacement of the products delivered or repayment of the purchase price thereof. THIS IS SELLER’S SOLE WARRANTY WITH RESPECT TO THE GOODS: SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, AND ALL IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE ABOVE OBLIGATION ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED. Seller will not be liable for any consequential damage, loss or expense arising in connection with the use of, or the inability to use its products for any purpose whatsoever, regardless of whether damage, loss, or expense results from any act or failure to act by Seller, whether negligent or willful, or for any other reason.
11. TAXES & DUTIES: Buyer is obligated to pay all taxes and duties which are now or which may hereafter be levied upon the products or the sale contemplated hereby. The amount of any such duty and/or taxes which become Seller’s liability will be added to the price set forth herein.
VULCAN SPRING & MFG. CO.