TERMS AND CONDITIONS OF SALE FOR WESTERN FORGE & FLANGE CO. (“COMPANY”)
Conditions: All material will be invoiced at prices in effect at time of shipment. Unless otherwise stated, delivery will be made E.X.W point of shipment. All risk of loss shall pass to purchaser upon delivery to carrier. All verbal orders are entered, executed and shipped for the account and at the risk of the customer and subject to the above conditions.
Warranty: All Company products are warranted to be free from manufacturing defects for a period of one (1) year from the date of shipment and any found to be defective within that period will be replaced or repaired without charge or the purchase price will be refunded, at the option of the Company provided (1) that the product was used as recommended and in accordance with approved installation and operating practices; (2) that its failure resulted from a manufacturing defect and not from damage due to corrosive, abrasive, or other wear normally to be expected in the services involved; and (3) that written notice of such defect is delivered to the Company during such one (1) year period. Company makes no other warranty, either express or implied. The Company’s liability is limited to the sale price of the particular product. In no event shall the Company be liable for any consequential damages, or for expense occasioned by the use of defective products. The Company’s liabilities as set out above shall not be extended because of any advice given by the Company In connection with the design, installation or use of any product. Purchaser agrees that if the products sold hereunder are resold by purchaser, purchaser will Include In the contract for re-sale, provisions which limit recoveries against the Company In accordance with this paragraph.
Prices: Prices and other terms of sale are subject to change without notice. Unless a contrary provision appears on the face side hereof, quotations may be withdrawn without notice at any time. Clerical or data entry errors are subject to correction.
Remittances: All accounts are payable in United States funds, free of exchange, collection, or any other charges. Purchaser represents that purchaser is solvent and can and will pay for products delivered to purchaser in accordance with the terms hereof. However, the Company retains the right to require full payment in advance if in the Company’s sole discretion the financial condition of the purchaser so requires.
Taxes: Any Sales Tax, Manufacturer's Tax, Use or other Tax imposed by Federal, State or Municipal Law is to be added to the prices and assumed by purchaser.
Shortages and Damage In-Transit: Claims for shortages must be made in writing within ten days after receipt of shipment, but loss or damage to materials in transit is the responsibility of the carrier.
Delays: All promises of shipment are estimated as closely as possible, and we will use our best efforts to ship within the time promised but do not guarantee to do so, and assume no liability for not doing so. The Company is not responsible for delays, defaults, or damages occasioned by any causes beyond its control, including without limitation, governmental actions or orders, embargoes, strikes, fires and floods. In all events, partial deliveries shall be permitted at the Company’s option.
Cancellation and Suspension: Cancellation of orders placed with and accepted by us can be made only with our written consent. Upon request to cancel, we will advise amount of cancellation charges in addition to charges for dies, work in process, products produced, including machine work, etc., and all liability for raw materials. Should you change your material specification for your order after we have ordered or received the material, you agree to assume all liability for the material covered by your initial specification.
Return of Material: No product of our manufacture may be returned without our written consent. All goods returned are subject to a handling charge plus freight in both directions and charges for any required reconditioning, unless otherwise specified in writing by the Company.
Partial Shipments and Payments: The Company reserves the right to make partial shipments from time to time and to render invoices therefor which shall be due and payable as provided in said invoices and under the paragraph entitled “Remittances”. If the Purchaser becomes overdue in any such partial payment, the Company shall be entitled to suspend work and/or avail itself of all other legal remedies.
Governing Law: The contract shall be governed by, and construed, and enforced in accordance with the laws of the State of Texas. The Uniform Commercial Code shall not apply to this sale, nor the Texas statues adopting the Uniform Commercial Code, to the extent allowed by law.
No Waiver: The failure of the Company to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of the contract or to exercise any right thereunder shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition or the future exercise of such rights, nor shall it be deemed to be a waiver or relinquishment of any other term, covenant, or condition, or the exercise of any other rights under the contract.
Purchaser’s Acceptance of Above Conditions: This contract shall be subject to the terms and conditions contained or referred to in the Company’s quotation on this and the face side hereof, and to no others whatsoever. No waiver, alteration, or modification of the terms and conditions on this and the face side hereof shall be binding unless in writing and signed by an authorized representative of the Company.