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 EFI against all loss.
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 Unless a contrary provision appears in this price schedule, quotation or order acknowledgement, prices may be withdrawn without notice at any time.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.
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. In addition, any invoice that is overdue will be assessed a daily surcharge of 5% added to the overdue balance.
EFI warrants as follows:
(a) all material supplied hereunder will conform to the description stated on the Order Acknowledgement; (b) upon payment of the purchase price, Buyer will receive good title to all such material free from any lien, encumbrance or lawful security interest; and (c) the material sold hereunder shall be of merchantable quality. Except for the foregoing warranties, EFI makes no other warranties express or implied. EFI expressly disclaims any implied warranty of fitness for a particular purpose. EFI, upon request, may furnish to Buyer such technical advice as it may be able to supply with reference to the use by Buyer of any material delivered hereunder. EFI, however, assumes no obligation or liability for the advice given or results obtained. Buyer expressly agrees that it will implement any advice thus given at its own risk and agrees to indemnify and hold harmless EFI against any liability, costs or expenses resulting therefrom.
Upon receipt of all material delivered hereunder, Buyer shall promptly inspect such material for any damage, defect or shortage. All claims for shortage or non-delivery and any claim for damage or defect which would reasonably be discoverable in the course of such investigation shall be waived unless Buyer shall notify EFI of the same within thirty (30) days after receipt of the material to which the claim relates. In any event, Buyer’s exclusive remedy for shortage or damaged or defective material (whether or not occurring as a result of EFI’s alleged negligence or gross negligence) or any other cause whatsoever shall be return of the purchase price of the material or services in respect of which the claim is made, or, at EFI’s option, the repair or replacement of such material or services. EFI shall not be liable for, and Buyer assumes responsibility for, all personal injury and property damage resulting from the handling, possession, use or resale of the material, whether the same is used alone or in combination with other materials. In no event shall EFI be liable for incidental or consequential damages, whether Buyer’s claim is in contract, negligence or otherwise. Transportation charges for the return of the material shall not be paid unless authorized in advance by EFI.
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.
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.
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.
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.