Terms and Conditions of Sale or Proposal
Quotations made in this proposal, unless otherwise specifically provided in writing, is based upon production of the order quantity within the estimated shipping time determined by Dura Magnetics, Inc. and without interruptions caused or requested by the Purchaser. Shipping schedules are estimated only, within Dura Magnetics, Inc. reasonable control, including but not by way of limitation, strikes, differences with workmen, fire, flood, embargo, war, Governmental regulations, including allocations, preferences or priorities for Government and other orders or shortage or failure of raw materials, fuel or transportation. Maximum delivery covered by a single order is six months unless contracted for longer periods and specific delivery schedules are incorporated in the original order.
Terms and Payment
Each shipment shall be considered a separate and independent transaction, and invoices therefore will be rendered in duplicate for such transaction to the Purchaser. If the Purchaser shall fail to make payments in accordance with the terms hereof, Dura Magnetics, Inc. may defer further shipments until such payments are made, or terminate this agreement. Shipment and deliveries shall at all times be subject to the approval of Dura Magnetics, Inc. Credit Department. Dura Magnetics, Inc. reserves the right, previous to making of shipments, to require satisfactory security for performance of the Purchaser’s obligation or cash before shipment.
Dura Magnetics, Inc. agrees, in connection with the production of the articles and/or the performance of the services specified herein, to comply with the requirements of the Fair Labor Standards Act of 1938 as amended.
Taxes and Governmental Excises
Any sales or excise taxes which the Company may be obligated to pay or collect shall be for the account of the Purchaser, and will be added to the invoice.
Claims and Warranties
Claims by the Purchaser must be made within 30 days after receipt of shipments. The Purchaser may not return merchandise without the prior approval of Dura Magnetics, Inc. In the event any merchandise supplied hereunder fails to conform to the sample, specifications, or warranty, Dura Magnetics, Inc. liability hereunder shall be limited to the obligation to replace material proven to have been defective in quality or workmanship at the time of delivery, or to allow credit at Dura Magnetics, Inc. option. In no event shall Dura Magnetics, Inc. be liable for direct, indirect, special or consequential damages resulting from any alleged breach of contract. Implied warranties of Fitness of Merchantability are disclaimed.
Unless otherwise specifically stated by Dura Magnetics, Inc. in writing on the front side of this document, all goods will be covered by Dura Magnetics, Inc. standard 90 day written limited warranty. Dura Magnetics, Inc. must be given an opportunity to make an investigation and inspection of any asserted defects, which must be reported promptly, in writing, and within the applicable warranty period. Dura Magnetics, Inc. liability, whether on warranty, contract, negligence or otherwise, shall be limited to rescission, as stated under Claims and Warranties above, or to repair or replacement of material found by Dura Magnetics, Inc. to have been defective in material or workmanship.
The foregoing obligations are in lieu of all other obligations and liabilities of Dura Magnetics, Inc., and all warranties, of Merchantability, Fitness or otherwise, express or implied. This document states Dura Magnetics, Inc. entire and exclusive liability for any claim of damages in connection with the sale or furnishing of goods or services, their design, suitability for use, installation or operation. Dura Magnetics, Inc. will in no event be liable for any special or consequential damages whatsoever. These allocations will in no event be liable for any special or consequential damages whatsoever. These allocations of risks and responsibilities were taken into account in establishing the price and are part of the basis of the bargain between the parties. No changes may be made without a formal and mutually signed written agreement, and increase in price.
This order may be cancelled by the Purchaser in whole or in part at any time by written notice to Dura Magnetics, Inc. Upon any such cancellation, liability of Purchaser shall be limited to payment for the portion of contract completed to the date of receipt by Dura Magnetics, Inc. of notice of cancellation, plus any un-cancellable commitments incurred or paid for by Dura Magnetics, Inc. and upon payment therefore by the Purchaser shall become the property of the Purchaser and shall be delivered to the Purchaser pursuant to written shipping instructions, provided, however, that if in said written notice of cancellation the Purchaser elects not to take delivery of the complete portion of said contract, the liability of the Purchaser shall be reduced by the salvage value of all work in process.
Dies, patterns and tools are quoted on a partial cost basis and shall remain the property of Dura Magnetics, Inc. For a period of two years from the completion of the Purchaser’s most recent production order Dura Magnetics, Inc. will maintain all dies, patterns, and tools in its possession in condition to fill additional orders, subject to due allowance for ordinary wear and tear, and three years from the completion of such order dies, patterns and tools shall become the property of Dura Magnetics, Inc. for all purposes.
Order Acceptance and Prices
Orders are subject to written acceptance at Dura Magnetics, Inc. office at Sylvania, Ohio. Changes in the purchase specifications after initial acceptance of an order will be reviewed and any cost change will result in a corresponding price adjustment. Orders calling for specific quantities of items may at our option, be considered completely shipped, provided that for each item the differences between the quantity actually shipped and the quantity ordered is within the percentage listed in the following: 1-500 (10%); 500-10,000 (5%); 10,001 – over (3%).
Dura Magnetics, Inc. shall not be liable for the infringement of any patent rights arising out of the manufacture or sale of any patented device or part thereof made in accordance with designs, drawings or other specifications furnished by Buyer, and Buyer agrees to hold Dura Magnetics, Inc. harmless against any or all claims, demands, judgements, costs or attorney fees in connection therewith.