The following terms and conditions apply to Superior Tool & Manufacturing Co. Inc. proposal and sale. No other additional terms or conditions will be accepted unless the proposal by Superior Tool & Manufacturing Co. Inc. explicitly so states.
1. Acceptance - All purchase orders and/or contracts are subject to acceptance by Superior Tool & Manufacturing Co. Inc. (Superior Tool). Your order will be entered in our records as acceptable subject to a complete and valid purchase order being submitted.
2. Delivery / Shipments - Best commercial practice packaging is standard. Buyer shall bear the expense of all other packaging. All shipments will be FOB Superior Tool & Manufacturing Co. loading dock. All shipments will be made in accordance with Buyer's instructions and at Buyer's cost. If Buyer fails to specify a mode of shipment, Superior Tool will select the mode which provides the lowest reasonable transportation cost. In the case of repairs and repair parts, if no value of the product is declared by the Customer, Superior Tool will only be responsible for the dollar amount of the repair or the minimum cost covered by the transportation company. i.e. Fed Ex and UPS currently have a minimum limit of $100.
3. Specifications - Buyer agrees to provide Superior Tool with a copy of all required specifications. Superior Tools obligations hereunder shall not commence until Buyer has provided Superior Tool with a clear and concise copy of all specifications. If the Buyer fails to provide a clear original copy of all specifications, Superior Tool shall be released from responsibility for any product manufactured that does not meet specifications.
4. Payment Terms - All sales, if on credit, are net 30 days from date of shipment unless otherwise stated on the invoice. In the event Buyer fails to make full payment within such 30 day period, the unpaid balance of the invoice shall bear interest at the rate of 1.5% for each full or partial month such invoice remains unpaid for which Buyer shall be liable. In the event Superior Tool incurs any expense collecting a past due invoice, Buyer shall pay for all collection costs, including but not limited to attorney's fees and court costs, if any incurred in collection. Sellers terms supersede those of Buyer's.
5. Taxes - All sales and/ or use taxes, custom duties or any other taxes imposed by Federal, State, county or municipal authority upon Superior Tools transfer and delivery of goods hereunder shall be paid by Buyer.
6. Cancellations - Purchase orders may be canceled or deliveries deferred by Buyer provided Buyer makes payment for all work completed and in process. Such work shall include, but not limited to, charges for raw materials, unamortized tooling, engineering, handling, overhead and production costs. Such charges to be determined at time of cancellation or deferment. Superior Tool may cancel a purchase order or contract at anytime without penalty if it is unable to meet requirements of the purchase order or contract.
7. Inspection - Unless otherwise specified and agreed to, Superior Tool will list final inspections based upon first piece and in-process inspections. A visual inspections is performed for completeness and final acceptance.
8. Tooling - Tools, dies, gages, fixtures are an integral part of the manufacturing process and included in engineering charges. As a propriety item, payment by the Buyer of engineering charges, whether separately quoted or not, does not convey ownership of such items. Tooling is property of Superior Tool unless provided by Buyer.
9. Supplied Material - In the event that this contract requires Superior Tool to perform work on raw or semi finished material supplied by Buyer, Buyer shall supply an adequate excess, not to exceed ten (10 ) percent of total quantity, to allow for machining losses. If Superior Tool scraps out any such material; it is not liable to Buyer for such scrapped material. Buyer warrants that any raw or semi finished material shall be suitable for the operations intended to be performed by Superior Tool, free of any defects in workmanship and material imperfections. If found to be defective during processing, Buyer shall promptly deliver suitable replacements at no charge to Superior Tool. And Buyer shall pay Superior Tool for all work performed to the time when the defect was discovered.
10. Claims - In the event the goods shipped pursuant to a purchase order or contract are missing, Buyer must notify Superior Tool within three (3) days of receipt of shipment. The original packaging, including exterior cartons, must be saved and preserved so that Superior Tool can make a claim with the common carrier. In the event that Buyer believes goods delivered pursuant to purchase order or contract are defective. Charges for repair or inspection of parts by Buyer, without prior written authorization, will not be honored. Claims will not be honored on those goods further processed by Buyer if such processing results in change of dimensions or characteristics of the goods.
11. Intellectual Property - The goods hereunder are manufactured in accordance with the Buyer's specification and design. Buyer agrees: (a) to defend, hold harmless and indemnify Superior Tool, its successors and assigns against all claims, demands, losses, suit , damages, liability and expenses (including reasonable attorney's fees) arising out of any suit, claim or action for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, copyright, use or sale of the goods or services ordered, including infringement arising out of compliance with specifications furnished by the Buyer, or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Buyer's actions; and (b) to waive any claim against Superior Tool under the Uniform Commercial Code or otherwise, including any hold harmless or similar claim, in any way related to a claim asserted against Superior Tool or Buyer for patent, trademark, copyright or the like, including claims arising out of compliance with specifications furnished by Buyer.
12. Warranty - Superior Tool warrants that goods manufactured by it will conform to the drawings and specifications furnished by the Buyer. Where products are used and combined with other equipment or components not furnished by Superior Tool or further processed by the Buyer, Buyer agrees to indemnify seller for all claims and expenses resulting from the use or inclusion in Buyer's products. In no event will Superior Tool be liable for consequential or special damages arising from any defect or use of its goods. Superior Tools liability under this warranty shall be limited to the value of the purchase order or contract.
There are no other warranties , expressed or implied, either of merchantability or fitness for purpose.
13. Force Majeure - Any delay or failure of Superior Tool to perform its obligations hereunder shall be excused if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of Superior Tool and without its fault or negligence, such as, by way of example and not by way of limitations, acts of God, actions by government authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage labor problems (including lockouts, strikes, and slowdowns), inability to obtain power, material labor, equipment or transportation or court injunction or order.
14. Governing Law - This agreement is to be governed by the laws of the State of New Jersey to the exclusion of any other forum and without regard to jurisdiction in which any action or special proceeding may be instituted.
15. Complete Contract - This agreement contains the entire agreement between Buyer and Superior Tool and supersedes any prior understandings or written or oral agreements.
16. Amendment - No amendment or modification hereof shall be of any force and effect unless in writing and signed by the party claimed to be bound thereby, and no amendment or modification shall be effected by an acknowledgement or acceptance by Superior Tool of a purchase order from Buyer containing any different terms and conditions. In the event such new terms and conditions are inconsistent with these terms and conditions, these terms and conditions shall govern any such inconsistencies.
17. Waiver - A waiver of any of these terms or conditions shall not operate as or to be construed to be a continuing waiver and shall only apply to the quotation containing such waiver.
18. Risk Assessment - There is no risk assessment needed due to technology and delivery of standard machine parts.