Terms & Conditions of Sale
1. Acceptance: The following terms and conditions of sale are applicable to all sales of
Products or Services, and all quotations, order acknowledgements, and invoices from
Crushproof Tubing Company (“Seller”) and to all Purchase Orders from Seller’s
customers (Buyer) and are the only terms and conditions applicable to the sale of Seller’s
Products or Services. Purchase Orders, if accepted by Seller, are accepted subject to the
terms and conditions set forth herein. SELLER HEREBY REJECTS ANY
ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY BUYER,
WHETHER OR NOT CONTAINED IN ANY OF BUYERS’S BUSINESS FORMS OR
IN BUYER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS AND
CONDITIONS SHALL BE VOID AND OF NO EFFECT UNLESS IN A WRITING
SPECIFICALLY AGREED TO BY SELLER SPECIFICALLY REFERRING TO AND
AGREEING TO THE CHANGE. Buyer’s acceptance of Products or Services (“Products
or Services”) called for in said Purchase Order shall constitute its acceptance of the
following terms and conditions of sale (these “Terms and Conditions”). Any changes to
these terms and conditions must be in writing clearly identifying the change and signed
by Seller.
2. Product Use: Buyer agrees that all Products supplied by the Seller are the Buyer’s
design. Buyer is solely responsible for determining whether any Product is fit for a
particular purpose and suitable for Buyer’s method of application. Accordingly, and due
to the nature and manner of use of Seller’s Products, Seller is not responsible for the
results or consequences of use, misuse or application of its Products by anyone.
3. Quotations: Quotations are only valid in writing and for 30 days from the date of the
quotation unless otherwise notified. All quotations by Seller are subject to change or
withdrawal without prior notice to Buyer unless otherwise specifically stated in the
quotation. Quotations are made subject to approval by Seller of Buyer’s credit. Seller
shall have no obligation to sell or deliver Products or Services covered by Seller’s
quotation unless and until Seller issues an order acknowledgement form or upon the
shipment of Products or commencement of Services by Seller.
4. Price: Prices are in U.S. Dollars and are subject to change without notice. If a raw
material, component, or service provider raises its prices, or imposes a surcharge on
Seller, Seller reserves the right to increase prices and/or surcharge Buyer and Buyer
agrees to accept such price increase or surcharge for the term of such price increase or
surcharge or until the termination of the contract to which these terms and conditions
apply is reached. Time of payment is of the essence. All orders are accepted subject to
Seller’s price in effect at time of shipment. However, the price does not include shipping
or transportation costs; sales, use, excise or other taxes; customs duties, or costs of
nonstandard packaging or insurance. Buyer shall pay such taxes and costs directly or
reimburse Seller.
5. Shipment: Unless otherwise expressly stated herein, the Products shall be shipped f.o.b.
Seller’s facility. Title and risk of loss shall pass to Buyer upon delivery of the Products to
the carrier at Seller’s facility. Unless otherwise directed by Buyer before the date of
shipment, Seller may select any reasonable method of shipment, and Buyer will bear the
cost of such shipment.
6. Inspection / Non – Conforming Shipments: Seller grants Purchaser the right to inspect
Products for a period of thirty (30) business days immediately following delivery
(“Inspection Period”). Purchaser must notify Seller of any Products that do not conform
to the terms applicable to their sale within the inspection period, and afford Seller a
reasonable opportunity to inspect such Products and cure any nonconformity. If
Purchaser fails to provide Seller with notice of nonconformity within the Inspection
Period, Purchaser shall be deemed to have accepted the Products. Purchaser will have no
right to return any Product without Seller’s prior written authorization. Any return
authorized by Seller must be made in accordance with Seller’s return policies then in
effect and must be accompanied by a Returned Goods Authorization (“RGA”) from
Seller. Purchaser will be responsible for all costs and expenses associated with any
returns of Products and will bear the risk of loss or damage of such Products, unless
Seller agrees otherwise in writing or determines that the Products do not conform to the
applicable terms of sale. Seller, in its sole discretion may reject any return of Product not
approved by Seller in accordance with this paragraph or otherwise not returned in
accordance with Seller’s then current-return policies.
7. Delay: Force Majeur. Delivery dates are approximate, dating from the receipt of all
engineering and manufacturing information, and Seller shall have no liability to Buyer
for Seller’s delay or default in delivery due to strikes, secondary boycotts, riots, wars,
accidents, fires, floods, explosions, vandalism, government embargoes, priorities or
regulations, transportation delays, shortage of labor, fuel, materials, supplies, power
transportation facilities or tooling capacity or other similar causes beyond Seller’s
reasonable control. Under no circumstances shall Seller have any liability for penalties or
other consequential damages of any kind resulting in whole or part from Seller’s delay in
delivering or failure to deliver any products to Buyer as agreed.
8. Payment: Buyer shall pay all invoices within 30 days of the invoice date. Payment shall
be made in U.S. Dollars. Late payments shall be subject to an interest charge of the
lower of 1 1/2% per month or the highest interest rate permissible by law, plus collection
and attorney’s fees. Buyer shall make no set-off deduction without Seller’s written
consent.
9. Warranty:
Seller warrants that all Products manufactured by Seller will be free from defects
in materials and workmanship. Warranty claims are limited to replacement of
product or refund of the purchase price. Replacement products may be refurbished
or contain refurbished materials. If Seller, in its sole discretion, is unable to repair
or replace the defective Products, it will refund the purchase price of the Products.
Proof of date of delivery of the returned Products is required.
The warranty set forth above is inapplicable to and excludes any defect, damage,
or malfunction resulting from (i) normal wear and tear, erosion, corrosion, (ii)
misuse, negligence, or modification of the Products or any component by Buyer
or its representative, (iii) repair service provided by third parties, (iv) failure by
Buyer to follow installation or operating manuals or instructions, (v) failure of
parts or components or services not provided by Seller, or (vi) any other factors
outside Seller’s reasonable control. This warranty will be voided by installation of
unauthorized components into Seller’s products.
THE WARRANTIES AND REMEDIES STATED ABOVE BY SELLER ARE
EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN,
EXPRESS OR IMPLIED. ANY AND ALL OTHER WARRANTIES,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD
PARTY RIGHTS ARE EXPRESSLY EXCLUDED. BUYER AGREES TO
HOLD SELLER HARMLESS FOR ANY VIOLATIONS THEREOF.
10. Liability: The remedies set forth in these terms and conditions are exclusive, and Seller’s
liability under this contract shall in no event extend to indirect, punitive, special,
incidental, or consequential damages which Buyer may suffer or incur in connection with
the contract between Buyer and Seller, including, but not limited to loss of profits,
damages or losses resulting from Buyer’s inability to fulfill contracts with third parties or
loss of goodwill. Seller’s liability under the contract between Buyer and Seller under any
theory of law shall in no event exceed the purchase price of the Products in question. All
claims for any liability will be brought within one year from the date of which the
Products were received by Buyer.
11. Indemnification: Buyer shall defend, indemnify and hold Seller and its officers,
directors, employees, agents, and representatives harmless from any and all claims,
demands, liabilities, actions, suits, proceedings, losses, injuries, death, judgments, and/or
costs (including without limitation of reasonable attorney’s fees and related costs) based
on or arising out of any claims or demands based on or relating to: Seller’s use of Buyer’s
proprietary information in regards to the design of the Products; Buyer’s negligence, use,
ownership, maintenance, transfer, transportation or disposal of the Products; Buyer’s
violation or alleged violation of any federal, state, or local laws or regulations, including
the laws and regulations governing product safety, labeling, packaging and labor
practices; or a breach by Buyer of any of these terms and conditions. Seller shall give
written notice of any claim or potential claim to Buyer within reasonable time following
the time at which Seller first became aware of the claim for indemnification hereunder.
Buyer may, at its option, have control of any litigation and appointment of counsel in
defense of any third party claim for which Seller seeks indemnification. No suit or
proceeding shall be settled or compromised without the prior written consent of Seller.
The obligation to indemnify under this shall survive the termination or expiration of the
accepted purchase order.
12. Assignment: Without the express written consent of the other party, neither party may
assign any of its rights or obligations in connection with the sale of the Products.
13. Changes, Modification, Waiver: No change in specifications, drawings or delivery for
the Products may be made without the prior written consent of Seller. These terms may
be modified only in writing signed by an authorized representative of the Seller. Seller’s
waiver of Buyer’s default under any term or condition shall not constitute a waiver of any
further defaults. Seller reserves the right of Buyer cost adjustment when initial production
of Buyer product represents a production alteration versus original quotation with
Buyer/Seller confirmation of necessary change.
14. Notice: Any notice to be provided to Seller hereunder must be in writing and transmitted
via U.S. First Class Mail, facsimile, or email. If Buyer does not receive a confirmation
from Seller within 48 hours, then Buyer should assume the Seller did not receive.
15. Storage Fees: If Buyer does not take delivery by the date which Buyer requested, then
Seller may impose a charge equal to 1.5% of the purchase price for each month after such
date until Buyer takes delivery.
16. Governing Law: The contract between Seller and Buyer shall be governed by the laws
of the State of Ohio. Buyer and Seller consent to the jurisdiction of the Courts of the State
of Ohio with venue in Hancock County, and any litigation involving the contract shall be
commenced only in Hancock County, State of Ohio.
17. Entire Agreement: The contract between Buyer and Seller, including these terms and
conditions, constitutes the entire agreement between the parties with respect to its subject
matter, and any prior contemporaneous communications or agreements other than any
pre-existing blanket sales agreement are hereby superseded. The contract may not be
terminated or modified by any party unless in writing, signed by both Seller and Buyer.
Any purchase order placed by Buyer with Seller represents an acceptance of these Terms
and Conditions by Buyer. Pre-printed terms and conditions on Buyer’s purchase order
shall not apply.
18. ISO Procedures: Every Buyer purchase order must be acknowledged and no purchase
orders may begin processing until Seller receives written customer approval or a new
purchase order if any changes regarding delivery date(s), price(s) or necessary product
descriptions are corrected from the purchase order on the order acknowledgement.