Edgerton Forge, Inc.
(Herein referred to as EFI)
Acceptance of orders
Orders are subject to acceptance and approval by EFI. An order when acknowledged by EFI cannot be canceled, terminated or modified by the Buyer in whole or in part except with the EFI’s written consent and then only upon terms and conditions then to be agreed upon which shall include protection of the seller against all loss.
Prices
Prices, and other terms of sale and payment, are subject to change without notice. Unless a contrary provision appears in this price schedule, quotation or order acknowledgement, prices may be withdrawn without notice at any time. Stenographic or clerical errors are subject to correction.
Remittances
Payment terms are 30 days net from date of invoice. Upon failure by the Buyer to make any payment according to credit terms, EFI shall have the right to declare all open accounts immediately due and payable and may defer further shipment until all accounts are paid. If the financial responsibility of Buyer becomes impaired or unsatisfactory to EFI, cash payment or security satisfactory to EFI may be required before shipment.
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 EFI 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 EFI.
Dies and tools
Dies and tools required to produce the products quoted on shall remain the property of EFI. 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. EFI will not be responsible for retention of dies or tools on which no orders are received for two years or more from the date of the last order.
Delivery
All promises of shipment are estimated as closely as possible. EFI 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.
Return of Material
No product of EFI 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 EFI.
Intellectual Property
The Purchaser shall defend, indemnify and hold harmless EFI 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 EFI under the contract and made in accordance with the design and/specification furnished by the Purchaser to EFI, including costs, damages and reasonable attorneys’ fees. If any such action or claim is asserted against EFI by a third party, Purchaser will defend such action at its own expense.
Force Majeur
Any delays in or failure of performance of EFI 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 EFI, 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 EFI and which, by the exercise of reasonable diligence, EFI is unable to prevent or provide against.