While Seller will endeavor to advise Buyer of fluctuations in price, all prices are subject in any event to adjustment to reflect prices in effect at time of shipment.
Risk of Loss, Etc.
Title to all products sold, and risk of their damage or loss in transit, passes to Buyer on delivery to the initial carrier. In the event of damage or loss in transit, Buyer must give immediate written notice to the carrier’s agent at destination and to Seller. Seller must be notified of any claims for shortage, errors in shipment or errors in charges within thirty days after receipt of goods.
Delay in Payment
If Buyer fails to fulfill the terms of payment of any order between Buyer and Seller, Seller reserves the right to defer further shipments until such payments are made or Seller may cancel the order or render an additional invoice to cover additional charges for extra time taken.
Buyer shall pay any present or future sales, use or excise taxes, whether Federal, State and Municipal, with respect to the material sold or measured by the receipts therefrom, and if not collected at the time of payment, Buyer will hold Seller harmless therefrom.
Tools, Dies, Etc.
Any special tools, dies, jigs, etc. acquired for the Buyer, notwithstanding any charge therefore, shall be and remain the property of Seller. All such equipment will be used exclusively for the materials of the Buyer. If Buyer does not reorder material to be produced from such equipment, Seller may, after notice to Buyer and unless other arrangements are agreed upon, dispose of such tools without liability to Buyer.
Delay in Delivery
The Seller shall not be liable for any delay in the delivery or shipment of products or for any damage suffered by the Buyer by reason of such delay, when such delay is directly or indirectly caused by or in any manner arises from fires, floods, accident, riots, war, government interferences, strikes, shortage of labor or material, inadequate transportation facilities or any other cause or causes beyond its reasonable control.
Except in the particulars specified by the Buyer and expressly agreed to in writing by Seller, the products furnished hereunder shall be produced in accordance with Seller’s standard practices. Unless otherwise agreed to by the parties, all products, including those produced to meet exact specifications shall be subject to commercial tolerances unless otherwise agreed to by Seller. Seller and Buyer agree that quantity tolerances are acceptable up to 10% over shipment.
Cancellations by Buyer shall be subject to charges based on any adjustment necessary to cover labor expended, material procured, processed or partly processed, and reasonable overhead expenses applicable thereto as determined by Seller.
All products sold hereunder are warranted to be free from defects in material and workmanship, and this express warranty is in lieu of and excludes all other warranties express or implied ( including implied any warranty of merchantability and implied any warranty of fitness for a particular use).
Upon written notice only, received not later than thirty days after arrival of any product furnished hereunder, and after reasonable opportunity has been afforded Seller to investigate, when such product is in the hands of the original purchaser and has been properly used for the purpose for which sold. Seller will replace any such product that fails to conform to the conditions of this contract, or, at Seller’s option. Seller will repay, upon return of the non-conforming product, the price paid for such product plus any transportation charges paid by Buyer to and from Seller’s plant. Buyer’s remedies with respect to any product furnished by Seller hereunder that is found not to be in conformity with this contract because of breach of express warranty (as defined in the preceding paragraph) or negligence shall be limited exclusively to the right of replacement thereof or to the repayment of the purchase price, as above provided. IN NO EVENT SHALL SELLER BE LIABLE FOR CLAIMS (BASED UPON BREACH OF EXPRESS WARRANTY OR NEGLIGENCE) FOR ANY OTHER DAMAGES, WHETHER DIRECT, IMMEDIATE, FORESEEABLE, 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 THIS CONTRACT.
Property of Buyer
Any property of Buyer retained in Seller’s plant is for Buyer’s account and risk.
Compliance With Laws
Seller represents that the products covered by this contract will be produced in compliance with all applicable requirements of sections 6,7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under section 14 thereof, and with all the non-discrimination provisions of Section 301 of Executive Order 10925 issued by the President of the United States and effective April 1, 1961, the provisions of which are incorporated herein by reference.
The failure of Seller or Buyer to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this contract or to exercise any right hereunder 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 this contract.
Modification of Contract
No terms and conditions other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these terms or conditions, whether contained in Buyer’s purchase or shipping release forms, or elsewhere, shall be binding on Seller unless made in writing and signed by its authorized representative. IF THE CONDITIONS OF THIS CONTRACT ARE NOT ACCEPTABLE, BUYER MUST SO NOTIFY SELLER AT ONCE.
By placing an order you agree that the applicable federal law and the laws of the state of New York, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and Dayon Spring.