Terms & Conditions
1. Entire Contract. This Work Order contains all of the terms and conditions
of Seller's Agreement with Buyer. No other terms or conditions are valid unless
in writing and signed by both Seller and Buyer and no changes in Buyer's order will
be accepted unless set forth in writing signed by Seller.
2. Other Forms. If another form of agreement is utilized and unless it is
expressly stated to the contrary in such other form, all of the terms and conditions
hereof shall be deemed a part thereof, and they shall prevail over any inconsistent
provisions in such other form.
3. Security Interest and Right to Reclaim. Seller expressly retains a security
interest in the goods until Seller is paid in full. Buyer represents to Seller that
Buyer has not ceased to pay his debts in the ordinary course of business, that he
can pay his debts in the ordinary course of business, that he can pay his debts
as they become due, and that he is solvent within the meaning of the bankruptcy
law. Seller reserves the right to reclaim the goods if this representation is incorrect.
4. Bad Checks. If Buyer pays by check and his check is dishonored by the
bank, Buyer shall be liable to Seller for liquidated damages of $100 or, if higher,
three times the amount of the dishonored check up to a maximum of $500.
5. Risk of Loss. Risk of loss shall pass to Buyer when the goods leave Seller's
plant and Buyer agrees to insure Sellers interest therein until Seller is paid in
6. Shortage. All claims for shortage must be made within five days after
receipt of shipment.
7. Limited Warranty and Claims. Seller warrants that its goods are free from
defects, provided, however, that all claims for defective materials are waived unless
made in writing within ten days from the date of shipment. Seller's liability is
limited to replacing the material or refunding the invoice value of the material
sold. Except as provided herein, Seller makes no warranties or representations of
any kind whatsoever unless expressly set forth on the reverse side of this Work
8. Delays. Seller shall not be liable for any delay or inability to deliver
goods which is caused by fire or other casualty, accident, labor disputes, riot,
extraordinary conditions arising from war or governmental regulation, lack of transportation
facilities or delay in transportation , inability to secure specified materials,
equipment, facilities or labor through regular recognized channels, acts or failures
to act by governmental bodies or their agents or by any other cause, whether similar
or dissimilar to the foregoing, beyond Seller's reasonable control.
9. Aircraft Use Indemnification. The Seller does not recommend the goods
for use in any aircraft, please refer to the manufacturers design and use specifications.
Aircraft as defined herein includes missiles, spacecraft, ground support equipment,
control equipment, spare parts for aircraft and tooling used for the manufacturing
thereof. Should the goods be installed or used in any aircraft as defined herein
Buyer shall defend, indemnify and save Seller harmless, from and against any and
all liability, loss, costs, attorney's fees and expenses of whatever nature or character
arising out of or occasioned by such use. This indemnity shall survive delivery
of the goods. Seller may require Buyer to defend any suits concerning the foregoing,
regardless of whether such suits are justified.
10. General Indemnification. Buyer shall defend, indemnify, and save Seller
harmless from and against any and all liability, loss, costs, attorneys' fees and
expenses of whatever nature or character arising out of or occasioned by any claim
or suit arising from: (a) injury to or death of any person (including employees
of Buyer) or damage to any property, real or personal, tangible or intangible, which
arises out of any act or omission of Buyer or Buyer's agents, or subcontractors,
or customers, with respect to the use of goods obtained from Seller; (b) the failure
of Buyer, or Buyer's agents, subcontractors or customers, to comply with any federal,
state or local law or regulations: and (c) the failure of Buyer to perform under
any contract, whether expressed or implied in fact of law, with Buyer's subcontractors,
suppliers, customers, or employees. This indemnity shall survive delivery of the
goods. Seller may require Buyer to defend any suits concerning the foregoing, regardless
of whether such suits are justified.
11. Insurance. Buyer shall carry comprehensive general public liability insurance,
including coverage for products and completed operations, with personal injury and
property damage limits of not less than $1,000,000 for each occurrence.
12. Actions. If legal action is brought (a) by Seller to enforce any obligation
of Buyer or (b) against Seller on account of Buyer's failure to perform any obligation
provided herein, Buyer agrees to pay Seller's costs and expenses incurred therein,
including reasonable attorney's fees.