Sales Terms & Conditions

Hydro Fitting Manufacturing Corporation

SALES – TERMS & CONDITIONS  

All prices quoted, and orders accepted by Seller are based upon Seller’s current costs, including applicable current material prices, processing, and labor rates. It is understood therefore that if Seller’s applicable costs shall be thereafter increased as the result of municipal, state or federal regulation, legislation, or other action with respect to hours or wages of labor, or taxes, or as a result of voluntary or involuntary increase of Seller’s labor rate or as a result of increase in its material, processing, or labor costs, then Seller’s prices, at its option may be increased to the extent of and to cover such increases in its applicable costs.

  1. QUOTATIONS: Stenographical and clerical errors subject to correction. Until an order is accepted by Seller, quoted prices are subject to change without notice. All quotations unless otherwise stated are for immediate acceptance. All orders and contracts subject to acceptance at Seller’s home office.
  2. CUSTOMER QPL REQUIREMENTS: Buyer holds responsibility to determine Seller is an approved source for procurement of QPL or QML product(s).
  3. SAMPLES: If requested, the Seller will submit samples for approval when commencing upon any order, but does so with the understanding that machines are to be run immediately after they are set correctly to Buyer’s accepted specifications, and Seller will assume responsibility for having the product in conformity with such specifications during the period necessary in which to obtain Buyer’s approval. Additional charges or fees may be applied for machine downtime pending Seller’s approval of product conformity. Any change in specifications can be made only at Buyer’s direction and expense. If changes are to be made, Seller should be notified at once by telephone followed by written confirmation.
  4. DELIVERY; TITLE AND RISK OF LOSS: All sales of Goods shall be (i) Ex-Works (EXW Incoterms 2010) Seller’s manufacturing facility when destinations are U.S., Canada or Mexico or (ii) FCA (FCA Incoterms 2010) Seller’s manufacturing facility when destinations are outside of the U.S., Canada or Mexico. Goods shall be invoiced to and become the property of Buyer upon tender of delivery to the carrier at Seller’s manufacturing facility (the “Delivery Location”). Buyer has the right to specify the method of transportation and the common carrier to be used. Absent such specification, the Seller shall ship the Goods by a common carrier of its own selection and invoice Buyer for all applicable charges associated with such shipment. Title and risk of loss or damage to Goods will pass to Buyer upon tender of delivery to carrier at the Delivery Location. Until payment in full is received by Seller, Seller shall retain a first priority security interest and right of possession to all delivered Goods, regardless of mode of attachment to realty or other property. Buyer agrees to do all acts necessary to perfect and maintain the priority of such security interest and rights of Seller, and Buyer agrees to adequately insure Goods against all loss or damage, with Seller being named as an additional insured under all such insurance policies.
  5. ASSIGNMENT: The Purchase Order and any right or interest thereunder may not be assigned by Buyer without Seller’s prior written consent.
  6. CREDIT TERMS: Accounts will be opened only with firms or individuals on approved credit. The Seller reserves the privilege of declining to make deliveries except for cash whenever, for any reason, doubt as to the Buyer’s responsibility develops.
  7. QUANTITIES: All quotations are based on Buyer accepting over-run or under-run on each individual item not exceeding 5% of quantities ordered. Where closer control of quantity is required, special arrangements must be made.
  8. DELIVERIES OR DELAYS: Every effort will be made to fill orders within the time permitted. Lead times and delivery dates do not include transportation time. All shipping dates are estimates only. Seller will use commercially reasonable efforts to fill the Purchase Order in accordance with the estimated shipping date, but Seller will not be responsible for any delays in filling the Purchase Order nor liable for any losses or damages resulting from such delays, and the Purchase Order will not be subject to cancellation for any such delays.
    1. Promises of shipment are made by the Seller in good faith and to the best of the Seller’s ability to estimate them but are not guaranteed.
    2. Quotations are made and orders are accepted for delivery as fast as manufactured. Every effort will be made to fill orders within the specified time, but fulfillment of all orders is subject to acts of God, strikes, fires, embargoes, seizure or interference by public authorities, a condition of war or civil uprising, or any other causes beyond our control, and we shall not be liable to purchasers for losses or damages arising out of delays so caused. In case of declaration or state of war involving the United States, we reserve the right to cease further performance of and operations under all orders and, upon notice to Buyer of our exercise of such right, we shall be discharged from all liability by delivery of the merchandise produced to date for which pro rate payment shall be made.
  9. EXPEDITE FEES / ADDITIONAL CHARGES: From time to time, a fee may be assessed for accelerated or expedited delivery. If the accelerated deliveries are not met, a mutually agreed reduction in such fees may apply, pro-rated in accordance with the number of days of delay between normal lead time and the accelerated date. In some instances, opening fees for production during non-operating hours or weekend coverage may apply.
  10. MODIFICATIONS: Any changes requested by Buyer to a Purchase Order will be subject to the consent of Seller, in its sole discretion, and will be subject to an equitable price adjustment and/or delivery adjustment, as determined by Seller. No such changes will be binding on Seller unless approved in writing and signed by Seller. In no event will course of conduct be deemed to modify or waive the terms of the Agreement.
  11. CANCELLATION: Orders may only be cancelled or deliveries deferred only when agreed upon by Seller, and upon the condition that the Buyer assume immediate liability and make payment to the Seller for all work complete at the unit price; work in process on the basis of the percentage of completion thereof times the order unit price, raw material, tooling, engineering and other cancellation charges incurred on the basis of cost to the Seller plus handling and overhead charges. All cancellation charges to be determined at the time of cancellation or deferment. Under no circumstances will partially complete parts, or raw materials be supplied to Buyer in event of cancellation.
  12. INSPECTION; ACCEPTANCE or REJECTION: Buyer will make adequate inspection of the Goods promptly after their receipt, and in any event within thirty (30) days of receipt and will give Seller prompt written notice of any non-conformity or defect. Any rejection of Goods by Buyer must be received in writing by Seller within sixty (60) days from date of shipment. After this date and even in the absence of a formal acceptance document, the Goods will be deemed definitively accepted by Buyer, and Buyer’s failure to inspect the Goods or to notify Seller of any non-conformity or defect will constitute a waiver of such non-conformity or defect. Buyer must keep lot traceability records for the Goods to ensure that lots manufactured by Seller can be traced through Buyer’s manufacturing and/or sales processes. Inspection by the Seller is made on a percentage basis only. If 100% inspection is required it is at Buyer’s expense.
  13. CLAIMS: If the Buyer claims delivery of material not as ordered he must notify Seller within twenty (20) days of receipt of shipment. Claims for shortage must be made immediately upon receipt of the goods, and in every case the weights found in the shipment must be given and the Seller advised the method used in arriving at a count of the parts.
    1. All articles manufactured by the Seller which prove to be defective in workmanship or material may be returned for credit, repair or replacement when specific permission is granted by Seller in writing, but no allowance will be made for repair work or other work performed on them at Purchaser’s plant or on Purchaser’s order and the Seller shall not be liable for loss, damage or expense directly or indirectly arising from the use of the material or from any other cause, Seller’s liability being expressly limited to the replacement, repair or credit of defective materials. If upon return of such articles to the Seller’s plant his inspection discloses a defect therein due to his workmanship or material Seller will credit, repair or replace at his plant, but not otherwise. Any material of Seller’s manufacture which has been accepted by the Purchaser by placing in actual service is not subject to return.
  14. TOLERANCES: When the Buyer purchases pursuant to his own specifications, the Seller will not be responsible for the design and fitting of parts; the conforming of the Seller’s product to the specified tolerances is sufficient evidence as to the correctness of the product.
    1. It is definitely understood that the concentricity is not a dimension and when specified must be specified separately from dimension and will be subject to inspection only at the point where the relation is shown on the blueprint. When concentricity limitation is specified, it is understood that it means the actual eccentricity allowable between the center lines of the dimensions, which is one half of a dial reading registration. When concentricity is not specified, the work will be manufactured in the most economical manner without particular regard to concentricity, and quotations are made and orders accepted on this basis.

  15. DIES, TOOLS, ETC.: Charges for dies, tools or gauges do not convey ownership or the right to remove them from Seller’s factory.

  16. SHIPMENT: In ordering, the Buyer should state explicitly the method of shipment preferred and in the absence of shipping directions the Seller will use discretion, forwarding by express of parcel post when packages are small and therefore liable to be lost in transit by freight.

  17. BUYER’S MATERIAL: Quotations covering machining of Buyer’s material are made subject to delivery of the amount of material in lengths as specified by the Seller, F.O.B. Seller’s plant, and are subject to change if material furnished by the Buyer is defective or will not machine with reasonable wear on tools at the speed and feed estimated. Chemical and physical specifications are the sole responsibility of Buyer, and parts manufactured from Buyer’s material which otherwise conform to blueprint specifications shall be accepted by Buyer. The Seller does not guarantee to deliver more than 90% of the quantity ordered when using Buyer’s material.

  18. PATENTS: It is not the intention of the Seller to manufacture any product which is an infringement of a patented article. Parts are made by the Seller strictly to dimensional specifications furnished by the Buyer. It is agreed that the Buyer will defend and save harmless the Seller from any and all expense involved in any claims for damages from infringements of letters patent by the use or sale of parts made by the Seller, either as such or as parts or units of complete entities. Buyer does not assume responsibility for parts made on equipment violating licenses.

  19. LIMITATION OF LIABILITY AND DAMAGES: Seller’s liability under this Agreement shall be limited to repayment of the amount paid, or repair or replacement of non-conforming Goods only, and Seller shall not be liable for the cost of procurement of substitute products. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND REMEDIES OF BUYER SET FORTH IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED HOWSOEVER, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY GOODS OR SERVICES DELIVERED UNDER THESE TERMS AND CONDITIONS INCLUDING BUT NOT LIMITED TO : (A) ANY WARRANTY AGAINST HIDDEN DEFECTS ; (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS ; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE ; (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL OR TORT AND WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED ; AND (E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY GOODS. SELLER SHALL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY GOODS DELIVERED UNDER THESE TERMS AND CONDITIONS.

  20. PAYMENT AND PRICES: Seller will invoice Buyer at the prices and charges provided in the Purchase Order, subject to any applicable written agreement between the parties, such as any economic price adjustment clauses or other material re-pricing or surcharges. All payments due to Seller shall be made in full in U.S. dollars, without set-off, counterclaim, deduction or withholding of any kind. Buyer will ensure that the sums received by Seller shall be equal to the full amounts expressed to be due to Seller in the invoice, without deduction or withholding on account of and free from any and all taxes, levies, imposts, dues or charges of whatever nature. If Buyer is compelled by law to make any such deduction or withholding, Buyer shall pay such additional amounts as may be necessary in order that the net amount received by Seller after such deduction or withholding shall be equal to the amounts which would have been received in the absence of such deduction or withholding and pay to the relevant taxation or other authorities within the period for payment permitted by applicable law, the full amount of the deduction or withholding. All prices include packaging in accordance with Seller’s standard procedures. Charges for special packaging, crating or packing are the responsibility of Buyer. Unless otherwise agreed to in writing by Seller, payment terms are net 30 days from the date of invoice. Seller retains all rights and remedies available at law pertaining to the collection of unpaid amounts owed by Buyer under the Agreement. All past due accounts will be subject to a one and one-half percent (1-1/2%) finance charge per month on the unpaid balance, which is an annual percentage rate of eighteen percent (18%). In the event Buyer defaults in its obligations hereunder, Buyer shall be liable for Seller’s costs of collection, including attorneys’ fees. Where reasonable grounds for insecurity exist with respect to due payment by Buyer, Seller may demand different terms of payment and may demand assurance of due payment. Seller may, upon the making of such demand, stop production and suspend shipment hereunder. If, within the period stated in such demand, Buyer fails or refuses to agree to such different terms of payment or fails or refuses to give adequate assurance of due payment, Seller may, at its option, treat such failure or refusal as a repudiation of the portion of the Purchase Order which has not been fully performed, or may resume production and may make shipment and may demand payment against tender of documents of title.

  21. ENTIRE AGREEMENT; NO WAIVER: These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof. No amendments or supplements are permitted, and no provisions may be modified or waived, except by an instrument in writing signed by both parties. No waiver of or failure to enforce any provisions of these Terms and Conditions by either party shall be deemed a waiver of any other provisions by such party, nor shall any such waiver or failure to enforce be deemed a continuing waiver of any provision by such party.