1 – AGREEMENT AND LIMITATIONS
All current and future orders based on this quotation will be accepted subject to the within terms and conditions which may not be varied, altered or modified without the Seller’s, (PCT, Inc.) written consent. The contract thus resulting shall constitute the entire agreement between the parties; and it shall be for the benefit of said parties only and not for the benefit of any other person. Any provisions contained in the Buyer’s order which are inconsistent with the terms and conditions hereof or which in any way attempt to add to or detract from the terms and conditions hereof shall not be binding upon the Seller. The rights and duties of the Buyer and the Seller shall be governed by the law of the state of Tennessee Actions for damages resulting from breach of contract or otherwise must be commenced within one year after the cause of action has accrued.
2 – PRICES
This quotation shall be effective for a period of 30 days. Prices quoted are based on a continuous production of castings in the minimum quantities stated and are subject to increase in the event schedule requirements do not permit such production. Deliveries scheduled beyond six months from the date of the Buyer’s order shall be invoiced at the prices in effect upon the dates on delivery.
3 – TAXES
The Buyer shall pay the Seller, in addition to the prices quoted, any applicable excise, sales, use or other tax (however designated) imposed upon the sale, production, delivery or use of any of the items ordered to the extent required or not forbidden by law to be collected by the Seller from the Buyer, whether or not so collected at the time of sale, unless valid exemption certificates are in the possession of the Seller before the date of its invoice.
4 – CREDIT TERMS
Net 30 days (subject to approved credit). Delinquent invoices will carry interest at the rate of 1 ½ % per month of the entire unpaid balance. Seller may, at its option, require full or partial payment in advance or require the Buyer to provide Seller with reasonable credit security. If the Buyer’s financial conditions, including but not limited to insolvency and bankruptcy, prevent the Buyer from performing their obligations under this contract, the Seller may cancel any order then outstanding and receive reimbursement for reasonable cancellation charges including for amounts due under the contract, and to include any expense associated with any cause of action which results in damages being assessed, for court costs and reasonable attorneys’ fees.
5 – TERMINATION OR MODIFICATION
Once the Buyer’s order has been accepted, the contract thus resulting may be terminated or otherwise modified only with the Seller’s written consent. The Buyer shall pay all production and other costs which are incurred up to the date termination or modification is accepted by the Seller.
6 – DEDUCTIONS
No deductions of any nature will be honored unless a credit memorandum covering the same has been previously issued by the Seller’s Accounting Department or otherwise authorized in writing.
7 – DELIVERY
The items ordered pursuant to this quotation shall be delivered to the Seller’s foundry; and title to such items, as well as risk of loss with respect thereto, shall pass to the Buyer upon delivery to a carrier.
8 – SHIPMENTS
Shipping dates are estimated and are based upon the Seller being promptly furnished with all information, including shipping instructions necessary to enable it to proceed with processing the Buyer’s order. In the event there is a delay caused by circumstances beyond the Seller’s control, the dates of delivery will be extended for a period equal to the time lost by reason of such delay. The Seller shall not be liable for any damages incurred by the Buyer as a result of a delay caused by circumstances which are not entirely within the Seller’s control. In no event shall the Seller be liable for consequential damages.
9 – QUANTITY
It is understood that the Buyer will accept and pay for over-runs or under-runs on any specific item up to an amount equal to 10% of the quantity ordered.
10 – SAMPLES
Samples from the new dies will be submitted for approval before proceeding with production. When the Buyer has submitted conflicting models and prints, the prints shall be followed. Castings made in accordance with approved samples will be considered as complying with specifications and warranties. The Buyer shall not reject or revoke the acceptance of production quantities which are processed at its request prior to sample approval.
11 – CASTINGS
Subject to commercial variations incident to the investment casting process, castings will be blast finished but will not be machined, tested or heat treated unless otherwise agreed to by the parties in writing.
12 – EXCLUSIVE WARRANTIES AND REMEDIES
The Seller warrants its castings to the Buyer to be free from defects in material and workmanship, and in addition thereto. If specifications have been accepted by the Seller, the castings are further warranted as being in accordance with such specifications. The alloys specified in this quotation shall be used unless otherwise agreed to by the parties in writing. Defective castings will be replaced or credit allowed at the Seller’s option provided, however, that the Buyer’s claim or notice of defect is received within 30 days from the date of shipment and provided further that the Seller is permitted an opportunity to inspect the castings at the Buyer’s plant before they have been marked, stamped, mutilated or otherwise processed. The foregoing warranty and optional remedies are exclusive and except for the foregoing warranty, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR OF ANY OTHER TYPE. This provision shall apply irrespective of whether or not a sample has been delivered to the Buyer. In no event shall the Seller be liable for consequential damages, nor shall the Seller’s liability on any claim for damages arising out of or connected with the manufacture, sale, delivery or use of any of its castings ever exceed the price paid therefore.
13 – DIES-MOLDS-FIXTURES
Dies, molds and fixtures which are used in processing the Buyer’s order shall be paid for by the Buyer and remain its property while in the Seller’s possession and control. In the event it becomes necessary for the Buyer to remove any of such items, the same shall be forwarded to the Buyer at its expense after all outstanding balances have been paid AND any of Seller’s property/proprietary information subject to the provisions of Section 18 hereof entitled “Protection of Proprietary Information”, held by Buyer upon written request returned. All of the dies, molds and fixtures in the Seller’s possession and control shall be maintained in good operating condition. In the event normal wear or design changes require reconditioning or replacement, the cost thereof shall be paid by the Buyer. In the event substantially larger quantities or higher monthly production rates are required, additional tooling will be necessary. Upon 30 days prior written notice to the Buyer, the Seller may destroy any die, mold or fixture which has not been used for a period of three consecutive years. In no event shall the Seller be liable to the Buyer for such destruction.
14 – INSURANCE
We are not responsible for loss or damage to your molds, dies, jigs, or fixtures by fire or other casualties beyond our control. It is the responsibility of the purchaser to carry those forms of insurance coverage it deems necessary.
15 – ENGINEERING AND DESIGN
All changes in engineering and design shall be accepted by the Seller subject to the provisions of Section 5 hereof entitled “Termination and Modification”. The Seller will not be responsible for conforming to any drawing change which is not also noted on the drawing as an engineering change. Engineering and design changes suggested by the Seller are made in the best interest of both parties, but in the event such changes are approved, the responsibility for their success or failure lies entirely with the Buyer.
16 – PUBLICITY
Unless otherwise agreed, we reserve the right to have our trademark appear on each casting and use the casting for display or for advertising purposes.
17 – PATENTS
It is agreed that the Buyer will assume all responsibility and hold Seller free and harmless and will indemnify Seller from all losses or claims of infringement of any patent rights arising from production of parts in accordance within the drawings, samples or designs and specifications furnished to Seller.
18 – PROTECTION OF PROPRIETARY INFORMATION
Buyer shall hold Seller’s Information confidential, and may not disclose Seller’s Proprietary Information to any third party or duplicate without Seller’s written permission. Buyer shall return to Seller or destroy and certified as destroyed, all Seller’s Proprietary Information upon written request. “Proprietary Information” means trade secrets, confidential or Proprietary Information, such as, but not limited to, engineering designs, sketches, models, drawings, prints, specifications, technical data, data (electronic and otherwise), and shall remain the property of Seller’s.
19 – DISPUTE RESOLUTION
Buyer agrees that any and all disputes arising under or relating to sale of goods offered by this quotation shall be governed by Tennessee law, exclusive of the conflict of laws principles thereof, and resolved in the Circuit Court of Sumner County, Tennessee. Buyer hereby consents to jurisdiction and venue in such Court.