Terms and Conditions
Terms and Conditions of Sale
The following Terms and Conditions (this “Agreement”) apply to the sale of all Fibreform products, materials and services. The items sold by Fibreform, are referred to collectively as “Products”. Fibreform is referred to as the “Seller” and the Customer is referred to as the “Buyer.”
The price of the Product is printed on the quotation or on Seller’s acceptance of Buyer’s order. The cost of packing and shipping (and insurance, if required) is an additional charge and will be added to the Invoice. Prices quoted are based on known Buyer requirements and conditions at the time of the quotation. Pricing is subject to change for new requirements or conditions.
If Seller cannot fulfill the order due to any cause beyond Seller’s reasonable control, including, but not limited to the following: natural disaster, casualty, labor disputes, accidents, or unavailability of supplies or transportation, the estimated delivery time will be extended accordingly and Seller will not be liable to Buyer for any damages caused by the delay.
Subject to prior credit approval, Buyer shall make payment in U. S. currency within thirty (30) days after the date of Seller’s invoice. Buyer shall be liable for all attorneys’ fees and costs incurred in connection with collecting any amounts past due, including but not limited to, pre-litigation and litigation fees and costs. Buyer shall be assessed a base handling fee for any Buyer’s check which is not honored by the bank for any reason. Thereafter, Seller may, at its option, require that all future payments by Buyer be made by COD. If, in Seller’s judgment, reasonable doubt exists as to Buyer’s financial responsibility, or if Buyer is past due in payment of any amount owing to Seller, Seller reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material or Products in transit, until Seller receives payment of all amounts owing to Seller.
Seller’s price does not include any taxes, brokerage fees, or duties. Buyer is liable for all taxes, brokerage fees, and duties, whether invoiced by Seller or not.
Seller will notify Buyer in writing of changes that involve form, fit or function in the manufacture of Product, but reserves the right to make other changes without notice unless mutually agreed upon between Buyer and Seller.
No returns can be made without the authorization of Seller. All returns shall be in accordance with Seller’s specific shipping instructions.
Limited Warranty and Remedies: Seller warrants that Product sold hereunder shall be of merchantable quality and shall conform to the attached specifications, if any, and otherwise to Seller’s standard specifications for such Product, and manufactured to the required specifications for such Product. Upon payment of the purchase price, Buyer will receive good title to such Products free from any lien or encumbrance.
SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED.
Buyer’s sole and exclusive remedy for breach of warranty or contract shall be the repair or replacement of defective Product, or, at Seller’s option, to refund the purchase price; provided (1) Product has not been altered, damaged, or modified; (2) Product has been properly stored, installed, maintained, and operated; (3) Product has not been stored more than 6 months; and (4) Buyer promptly notifies Seller of any defect, and returns Product to Seller within 45 days of notice of defect, freight prepaid. Defective Product replaced by Seller shall become the property of Seller. Repaired or replacement Product will be shipped to Buyer F.O.B. Buyer’s facility. Product not found defective shall be shipped back to Buyer F.O.B. Seller’s facility.
Seller is not responsible for any charges relating to warranty work that has not been authorized by Seller in writing. If Seller, without separate compensation, furnishes Buyer with advice or other assistance concerning any Product or any system or equipment in which any such Product may be installed, the furnishing of such advice or assistance will not subject Seller to any liability whether in contract, tort (including negligence and strict liability) or otherwise.
Buyer will indemnify and hold harmless Seller from and against all damages, losses, claims, and expenses, including attorney fees, incurred by Seller as a result of:
7.1. Incorporation of the Product into another product,
7.2. Any breach by Buyer of any of its obligations under these terms of sale, or
7.3. Any claimed unfair competition or patent, trademark, or copyright infringement or any other claim resulting from Seller’s manufacture of goods to Buyer’s specifications.
Customer shall be responsible for all costs incurred in executing a Product order, up to the time of cancellation. Where Products have been completed or are substantially completed at the time of cancellation by Customer, Customer shall be responsible to pay the agreed upon full price therefore.
9. Applicable Law
This Agreement shall be governed by and shall be construed according to the laws of the State of California. All claims relating to this Agreement or to the Products shall be brought exclusively in the Federal or State courts of the County of Orange, State of California.
Products are the subject of issued or pending United States and foreign patents. Products and information of the Seller are Proprietary and may not be shared or manufactured, or caused to be manufactured, by any other party. With purchase of Product, Fibreform provides a conditional, non-exclusive and royalty-free license for the use of the proprietary information disclosed in the proposal. The proprietary information shall only be used in conjunction with the use of the Products of the Seller.
11. Quality Standards
Seller’s standard specifications for product and quality assurance protocols are designed to comply with general industry quality standards. Customer requirements for special quality assurance protocols may necessitate a commercial negotiation to satisfy both parties.
The terms set forth herein constitute the sole terms and conditions upon which Seller offers the Products for sale. No other terms, conditions, or understanding, whether oral or written, shall be binding upon Seller, unless hereafter made in writing and signed by an Officer of the Seller. Seller hereby specifically objects to any different or additional terms that may be contained in Buyer’s request or quotation, purchase order, or any other offer or counter-offer.
Statements and recommendations contained in the Fibreform Website are based on our experience and knowledge of typical applications of the products and shall not constitute a guarantee of performance nor a modification or alteration of our standard warranty which shall be applicable to such products.
©Copyright 2013, Fibreform Precision Machine