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Terms and Conditions of Sale
Terms and Conditions of Purchase

 


GENERAL TERMS AND CONDITIONS OF SALE
TAYLOR FORGE STAINLESS
(Herein referred to as TFS)

 

WARRANTY

All TFS products are warranted to be free from manufacturing defects for a period of one (1) year from date of shipment, and any found to be defective within that period will be replaced without charge, provided (1)  the product was used as recommended and in accordance with approved installation and operating practices; (2) its failure resulted from a manufacturing defect and not from damage due to corrosive, abrasive, or other wear normally expected in the services involved; and (3) written notice of such defect is delivered to TFS during such (1) year period. TFS will not be responsible for labor costs or other expenses or liability.
The Uniform Commercial Code and the New Jersey statutes adopting the Uniform Commercial Code shall not be applicable to this sale.

This express warranty is in lieu of and excludes all other warranties, guarantees or representations, express or implied. There are no implied warranties of merchantability or of fitness for a particular purpose in connection with the sale of TFS products.

THE FOREGOING WARRANTIES ARE THE EXCLUSIVE WARRANTIES PROVIDED BY SELLER, REGARDLESS OF WHETHER ANY DEFECTS OR NON-CONFORMATIES ARE DISCOVERABLE OR LATENT. NO OTHER WARRANTIES (WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE) SHALL APPLY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURSUANT TO COURSE OF DEALING OR TRADE USAGE. THE FOREGOING WARRANTIES ARE CONDITIONED ON THE NORMAL AND PROPER INSTALLATION, USE AND MAINTENANCE OF THE PRODUCTS PROVIDED BY SELLER. ANY USE OF THE PRODUCTS CONTRARY TO SELLER'S INSTRUCTIONS OR RECOMMENDATIONS OR BEYOND THEIR DESIGN CAPABILITIES, OR ANY ALTERATION, MODIFICATION, NEGLECT, ABUSE, ACCIDENT OR DAMAGE INVOLVING SUCH PRODUCTS, WILL VOID THE FOREGOING WARRANTIES.

PURCHASER'S REMEDIES
The purchaser’s remedies with respect to any product furnished by TFS hereunder that is not in conformity with the terms and conditions of the contract because of breach of contract, breach of express or implied warranty, TFS’ negligence, or strict liability shall be limited exclusively to the right of replacement of such defective product or, at TFS’ option, to refund of the purchase price of the product.  In no event shall TFS be liable for claims (based upon breach of contract, breach of express or implied warranty, negligence, or strict liability or any other theory) for any damages, whether direct, immediate, foreseeable, incidental, consequential, or special or for any expenses incurred by reason of the use or misuse, sale or fabrication of products which do or do not conform to the terms and conditions of the contract.
PRICES
Prices, and other terms of sale and payment, are subject to change without notice. Unless a contrary provision appears in the price schedule quotation or order acknowledgement, prices may be withdrawn without notice at any time. Stenographic or clerical errors are subject to correction.
ACCEPTANCE OF ORDERS
All orders are subject to approval by TFS credit department prior to acceptance by TFS. No assignment of the Purchaser’s rights may be made without the written consent of TFS.
REMITTANCES
Finance charges computed by a percent rate of 1½ % per month which is an annual percent rate of 18 % on all past due invoices. All Accounts are payable in United States funds, free of exchanges, collection, or any other charges. If, in the sole discretion of TFS, the financial condition of the Purchaser at any time so requires, TFS retains the right to require full or partial payment in advance.
PARTIAL SHIPMENTS AND PAYMENTS
TFS reserves the right to make partial shipments from time to time, and to render invoices therefore which shall be due and payable as provided in the said invoices and the paragraph entitled “Remittances”. If any such partial payments become overdue, TFS shall be entitled to suspend work and/or avail itself of other legal remedies.
TAXES
Unless otherwise specifically noted, the amount of any sale, use, occupancy, excise tax, or other tax, of any nature, federal, state, or local, for which TFS is legally liable, either initially or through failure of payment by Purchaser, shall be added or be in addition to the price quoted and Purchaser agrees to pay the same to TFS.
SHORTAGES AND DAMAGE IN TRANSIT
Claims for shortages must be made in writing within ten days after receipt of shipment. All loss of or damage to materials in transit is the responsibility of the carrier.
DELAYS
All promises of shipment are estimated as closely as possible. TFS will use its best efforts to ship within the time promised but not guarantee to do so, and assume no liability for not doing so. Materials stated to be in stock are subject to prior sale.
CANCELLATION AND SUSPENSION
The order to contract is subject to cancellation or instructions to suspend or delay work or delivery only upon receipt of written notification and with our consent, and upon agreement to pay TFS’s adjustment charge. Orders for special products (usually “price on application” items) may be changed and/or cancelled only upon receipt of written instructions with a tacit understanding and agreement to make payment for material used and work already performed.
RETURN OF MATERIAL
No product of TFS manufacture may be returned without 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 TFS.
INTELLECTUAL PROPERTY
The Purchaser shall defend, indemnify and hold harmless TFS against and from all liability, demands for alleged infringement, actions or claims relating to alleged intellectual property rights, including trademark, trade name, service mark, trade dress, trade secret, patent, design, copyright or similar proprietary or intellectual property right of a third party residing in the design, method of manufacture dictated by Purchaser, method of use of, or a process incorporating, any product supplied by TFS under the contract and made in accordance with the design and/specification furnished by the Purchaser to TFS, including costs, damages and reasonable attorneys’ fees. If any such action or claim is asserted against TFS by a third party, Purchaser will defend such action at its own expense.
GOVERNING LAW
The contract shall be governed by, construed, and enforced in accordance with the laws of the State of New Jersey.
NO WAIVER
The failure of TFS 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.
DIES, TOOLS AND PATTERNS
Dies, tools, and patterns required to produce the products quoted on shall remain the property of TFS. Preparation charges or charges for dies, tools, and patterns represent only a portion of cost. Payment of such charge does not give the Purchaser any right, title, or interest in such dies, tools, or other products of preparation. TFS will not be responsible for retention of dies or patterns on which no orders are received for two years or more from the date of the last order.
FORCE MAJEUR
Any delays in or failure of performance of TFS shall not constitute default or give rise to any claims for damages if and to the extent that such a delay or failure is caused by occurrences beyond the control of TFS, including, but not limited to: acts of God or the public enemy; expropriation or confiscation of facilities, compliance with any order or request of any governmental authority, acts of war, rebellion or sabotage or damage resulting there from; embargoes or other export restrictions, fires, floods, explosions, accidents, breakdowns, riots or strikes other concerted acts of workmen, whether direct or indirect; or any other causes whether or not of the same class or kind as those specifically above named which are not within the control of TFS and which, by the exercise of reasonable diligence, TFS is unable to prevent or provide against.
PURCHASER'S ACCEPTANCE OF ABOVE CONDITIONS

The contract shall be subject to the terms and conditions contained or referred to in TFS’ price schedule, quotation, or order acknowledgement, and to no others whatsoever.

Purchaser shall not be responsible to provide a copy of the TFS terms and conditions to any and all third parties to whom the Purchaser sells or conveys the TFS product, or any other products incorporating the TFS product.

No waiver, alteration, or modification of the terms and conditions in this price schedule, quotation, or order acknowledgement shall be binding unless in writing and signed by an authorized representative of TFS.

THE GOODS COVERED HEREIN ARE WARRANTED TO HAVE BEEN PRODUCED IN COMPLIANCE WITH THE REQUIREMENTS OF THE FAIR LABOR STANDARDS ACT OF 1938 AS AMENDED.
TERMS UNLESS OTHERWISE INDICATED: 1% DISCOUNT MAY BE TAKEN IF INVOICES ARE PAID WITHIN 10 DAYS. THE NET AMOUNT IS DUE IN 30 DAYS.

 


GENERAL TERMS AND CONDITIONS OF PURCHASE
TAYLOR FORGE STAINLESS

CONTRACT

Acceptance if this order must be made by Seller in writing within 10 days of the date thereof and must be limited to the terms and conditions contained herein . When accepted by the Seller, this order shall constitute a binding contract between Buyer and Seller containing the terms and conditions set forth herein. If Seller wishes to modify or supplement any of the terms and conditions hereof, he shall so advise Buyer and Seller, this order shall constitute the sole contract between the parties relating to the subject-matter hereof.

WARRANTIES AND INSPECTION

Seller expressly warrants that all materials and articles furnished hereunder (hereinafter called “Goods”) will conform to applicable specifications, drawings and samples, that they will be free from defects in material and workmanship, and that they will be fit for their intended use. Said warranties, however, shall not be deemed to limit any warranties or representations of additional scope given to Buyer by Seller or any warranties implied by law. Unless otherwise specified, all goods will be subject to final inspection and acceptance at Buyer’s plant. Payment by Buyer prior to final inspection and acceptance shall not constitute acceptance. Buyer at his option hold rejected goods for Seller’s instructions and at Seller’s risk, or return them to Seller at Seller’s expense, and Seller shall promptly reimburse Buyer for any and all damages, including incidental and consequential damages, sustained by Buyer as a result of Seller’s breach of warranty. No replacement or rejected goods may be made by Seller without written authorization from Buyer.

PACKING AND SHIPMENTS

No charge will be allowed for packing or shipping designated on this order. Shipments will be packed to secure the lowest transportation costs. Bills of lading must accompany each invoice. In shipping raw materials, Seller will furnish with each shipment three copies of notarized certification report of the results of physical and chemical analysis. This report shall include the Purchase Order Number, Heat Number, Material Specification Number, quantity, size, etc. from each heat. Two copies of this certification report must accompany Seller’s invoice to support payment, the remaining copy shall accompany the goods. If Seller’s deliveries are behind the agreed upon schedule buyer may elect to have further deliveries made by express shipments and Seller shall bear the difference between freight and express shipping rates. 

CHANGES

Buyer shall have the right at any time before completion of the order to make changes in quantities, in drawings and specifications, in delivery schedules, and methods of shipment and packages. If such changes cause an increase or decrease in prices or in the time required for performance, Seller shall notify Buyer thereof with 10 days from the date of notification of the change and an equitable adjustment shall thereupon be negotiated. Changes shall not be binding upon Buyer unless evidenced by a purchase order change notice issued and signed by Buyer.

CANCELLATION

Buyer may cancel this order in whole or in part on account of defects in the goods furnished hereunder, or if the goods are not delivered within the time stated in this order, or in case Seller makes an assignment for the benefit of creditors, or a receiver is appointed for Seller, or if proceedings in bankruptcy of for corporate reorganization are filed or against Seller or upon Seller’s failure to comply with any of the terms and conditions of this order.

PRICES, INVOICES AND STATEMENTS

Seller warrants that its prices hereunder are no higher than prices charged by it for the same or similar items and quantities to any other buyer. All invoices received after the 25th of any month will be audited and considered for payment with invoices of the month following Payment of invoices to obtain discounts shall not constitute a release of Seller from any of Seller’s obligations hereunder. Any discount terms provided herein shall date from either the date of delivery at destination or the date of mailing of invoice, whichever is later. Invoices against this order shall contain the following certification, if applicable, “I hereby certify that the above bill is correct and just, that payment therefore has not been received, and that the bill is presented with the knowledge that the amount paid hereunder will become the basis for a claim against the United States Government”. Seller will certify on all invoices, if applicable, that any and all raw materials and/or component part furnished by Buyer were used to produce the goods covered by said invoice.

TAXES

Seller agrees that, unless otherwise indicated herein, (1) the prices herein do not include any state or local sales, use of other tax from which an exemption is available for purposes hereof, and (2) the process herein include all other applicable federal, state and local taxes in effect at the date hereof. Seller agrees to accept and use tax exemption certificates when furnished by Buyer. Federal Excise Tax, if applicable must be shown separately on invoice.

BUYER’S USE

Buyer, its successors and assigns, may subject all goods to further manufacture, may combine them with other articles, or sell or put them to any use whatsoever, and no claim for royalties or additional compensation may be made by Seller or anyone else by reason of such manufacture, combination, sale or use. All unpatented ideas, information, designs, devices, prints, drawings and technical data concerning Seller’s products, methods or manufacturing processes which Seller discloses or furnishes to Buyer in connection with this order shall, except only to the extent as may be otherwise specifically agreed in writing by Buyer and Seller, be deemed to have disclosed or furnished as part of the consideration for this order and Seller agrees not to assert any claims by reason of Buyer’s use, duplication or disclosure thereof.

PATENTS PROPRIETARY INFORMATION

Seller shall indemnify and hold Buyer, its successors and assigns harmless from and against any an all actions, claims, liability, costs, damage, or expense, including attorneys’ fees and other expenses of defense, with respect to any claim of patent infringement or the infringement of any proprietary information of third parties arising out of the manufacture, use or sale of the goods call for by this order: provided that his provision shall not apply if any such claim related to specifications or information furnished to Seller by Buyer.

CONFIDENTIAL INFORMATION

All disclosure, drawings, specifications, patterns or technical information furnished to Seller by Buyer are the sole property of the Buyer and are submitted in confidence upon the understanding and agreement by Seller that they shall not be disclosed or furnished to any third party, shall not be used by Seller in whole or in part for any purpose not designated by Buyer, and shall be returned to Buyer immediately upon Buyer’s request. Furthermore, Seller shall make no announcements concerning the fact that Seller has contracted to supply any materials or services for Buyer without the prior written permission of Buyer.

BUYER’S PROPERTY

All tools, equipment or material furnished to Seller by Buyer shall be and remain the personal property of Buyer and, whenever practicable, shall be plainly marked by Seller as the property of Buyer and shall be safely stored separately and apart from Seller’s property. Buyer’s property while in the Seller’s custody shall be held at Seller’s risk, shall be insured by Seller at Seller’s expense in amounts equal to replacement costs with loss payable to Buyer and shall be subject to removal at Buyer’s request.

INDEMNIFICATION

Seller shall indemnify and hold Buyer, its successors and assigns harmless from any and against any and all actions, claims, liability, cost, damage or expense including attorneys’ fees and other expenses of defense, attributable in whole or in part to any act or omission of Seller, its employees, agents or subcontractors arising out of or in connection with (a) the filling of this order and the furnishing of any labor or services, whether or not due in whole or in part to the use or operation of materials, tools or equipment furnished by Buyer, and (b) the use or sale of the goods called for by this order by Buyer or its customers.

SERVICES ON BUYER’S PREMISES

If Seller, its employees, agents or subcontractors are to furnish any labor or services of any kind whatsoever on Buyer’s premises in connection with this order:

  1. Seller agrees to abide by Buyer’s rules and regulations governing contractors and suppliers while working on or maintaining facilities on Buyer’s premises, copies of which will be furnished on request and
  2. Seller shall, before starting work furnish Buyer with certificated from insurance-carriers of Seller and Seller’s sub contractors (if any) that policies of insurance have been issued covering their legal liability under (i) applicable workmen’s compensation and occupational disease laws; (ii) public liability insurance with limits of $100,000/$300,000 for bodily injury or death and $100,000/$300,000 for property damage, including loss of use thereof; (iii) contractual liability insurance covering the indemnification set forth in paragraph 12 hereof; and (iv) motor vehicle liability insurance with limits of $100,000/$300,000 for bodily injury or death and $60,000 for property damage, including loss of use thereof.

COMPLIANCE WITH LAWS AND REGULATIONS

Seller agrees that it will comply with all federal, state, and local laws and regulations applicable to the production, sale and delivery of the goods or the furnishing of any labor or services called for by this order, and any provisions required thereby to be including herein shall be deemed to be incorporated herein by reference. Without limiting the generality of the foregoing. Seller certifies that (a) the goods called for by this order have been or will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, and a certification evidencing such compliance shall be printed, stamped or typed on Seller’s invoices, (b) all goods furnished under this order will conform to and comply with the Occupational Safety and Health Act of 1970 and the standards and regulations issued thereunder.

EQUAL EMPLOYMENT OPPORTUNITY

This order is subject to Executive Order 11246 of September 24, 1965, as amended, and Seller, unless exempt from the provisions of the said Executive Order, agrees to be bound by the following provisions:

  1. Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. Seller will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not limited to the following: employment, upgrading, demotion, or transfer, recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Seller agrees to post in conspicuous places, available to employees and applicants for employment. Notices to be provided by the agency contracting officer setting forth the provisions of this clause
  2. Seller will, in all solicitations or advertisements for employees placed by or on behalf of Seller, state that all qualified applicants will receive consideration fro employment without regard to race, color, religion, sex or national origin.
  3. Seller will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice to be provided by the agency contracting officer advising the labor union or worker’s representative of Seller’s commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
  4. Seller will comply with all provisions of the Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
  5. Seller will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and order of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulation and orders.
  6. In the event of Seller’s non-compliance with the non-discrimination clauses of this order or with any of such rules, regulation or orders, this order may be cancelled, terminated or suspended in whole or in part and Seller may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, or rule, regulations or order of the Secretary of Labor, or as otherwise provided by law.
  7. Seller will include the provisions of clauses (a) through (g) hereof in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provision will be binding upon each subcontractor or vendor. Seller will take such action with respect to any subcontract or purchase order as the contraction agency may direct as a means of enforcing such provisions including sanctions for noncompliance, provided however, that in the event Seller becomes involved in, or is threatened with litigation with a subcontractor or vendor as a result of such direction by the contracting agency. Seller may request the United States to enter into such litigation in order to protect the interests of the United States.

ASSIGNMENT

Except as otherwise expressly provided herein, neither this order nor any interest hereunder shall be assignable by Seller without prior written consent of Buyer.

WAIVER

No waiver of a breach of any provision of this order shall be effective to discharge in whole or in part any claim or right arising out of such breach unless waiver is in writing and signed by Buyer.

TIME OF THE ESSENCE

Time is of the essence of this contract. Failure to tender conforming goods by the delivery date specified herein shall constitute a breach by Seller, and Seller shall have no right to make a later conforming lender except upon written authorization of Buyer.

FORCE MAJEURE

Strikes, fires, litigations, accidents or other natural causes beyond the control of Buyer, which shall affect Buyer’s ability to receive and use the goods, shall constitute valid ground for suspension of shipment upon this order upon notification to Seller by telegram or letter, and without penalty to Buyer except that cancellation for such causes may not be made without reimbursement to Seller for expenditures actually made for labor and materials upon the authority of this order.

GOVERNING LAW

This contract is to be construed in accordance with the laws of the State in which the office of Buyer is located.


 

 

 

 
 

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