Terms and Conditions
TERMS: The standard terms and conditions of sale set forth below apply to all sales except to the extent that such condition may be expressly altered or modified in writing by CUSTOM CYLINDERS INTERNATIONAL, INC. (“Seller"). Any terms which are either different from or additional to the standard terms and conditions of sale set forth below are objected to and are excluded from the terms of sale, irrespective of the material of any such different or additional terms, unless Seller expressly agrees in writing to the inclusion of such terms in the terms of sale.
THE ISSUANCE OF THIS INVOICE (QUOTATION) OF THE SHIPMENT OF THE GOODS COVERED HEREBY SHALL NOT OPERATE AS AN ACCEPTANCE OF ANY OFFER TO PURCHASE BY THE BUYER LISTED ON THE FACE HEREOF (“BUYER”) UNLESS BUYER SHALL ASSENT TO ALL OF THE TERMS AND CONDITIONS HEREOF SUCH ASSENT SHALL BE CONCLUSIVELY EVIDENCED BY (i) ANY WRITTEN OR ORAL ASSENT BY BUYER OF SUCH TERMS AND CONDITIONS OR (ii) BUYER’S RECEIPT OF THE GOODS COVERED HEREBY.
2. PRICE: (a) Unless otherwise expressly agreed in a writing signed by Seller, the price of goods sold shall be Seller’s price in effect on the date of shipment of such goods.
(b) In any event, including but not limited to the case of a specific agreed upon price other than Seller’s price in effect on the date of shipment, the price for goods sold shall be adjusted, if necessary, to fully cover any increase in the cost of production caused, directly or indirectly, by any change in Buyer’s specifications or tooling requirements if such change occurs at any tie after Seller has begun the production run for the goods.
3. PAYMENT: Payment for goods bought by Buyer from Seller must be paid within 30 days. In the event that Seller’s invoice is not paid within 30 days. Seller has the right to add two percent per month to the invoice as a delinquency charge. Buyer agrees to pay to Seller reasonable attorney fees incurred by Seller, in the event legal action is required to obtain payment of delinquent invoices.
4. DELIVERY: All shipments are F.O.B. Seller’s factory and all risk of loss with respect to any goods shipped shall pass to Buyer when such goods are delivered to the carrier at such factory. All delivery dates are estimates of approximates dates of delivery and do not constitute a guaranty of delivery on such dates. Unless otherwise expressly agreed, Seller shall have the right to ship the goods in one lot or in several lots from time to time.
5. WARRANTY: Seller warrants products which it manufactures against failure due to defects in material and workmanship. This warranty terminates twelve months after date of shipment from any CUSTOM CYLINDERS INTERNATIONAL, INC. facility. Products are not warranted expressly or by implication for any specific purpose, notwithstanding any disclosure to us of the use to which the product is to be put.
6. WARRANTY LIMITATION: The warranty provided in paragraph 5 hereof is exclusive and is in lieu of all other warranties expressed or implied, including merchantability and fitness, or for any measure of service or suitability for any specific purpose. When claiming a breach of warranty, Buyer must notify Seller promptly of the nature of the failure. Any product returned to the factory must be shipped prepaid freight if the product is found to be defective, the Seller’s sole obligation shall be to repair or replace the goods, at its option free of charge and pay the lowest round trip transportation costs. The Seller shall not be liable for any loss of time, manufacturing costs, labor, material, loss of profits, consequential damages, direct or indirect, because of defective products, whether due to rights arising under the contract of sale or independently thereof, and whether or not such claim is based on contract, tort, or warranty.
7. ACCEPTANCE-REJECTION: All products delivered pursuant to and in conformance with a sample or prototype previously supplied by Seller and approved by Buyer shall be deemed to fully comply with any and all terms, conditions, and specifications of Buyer with respect to the products and Buyer shall have no right of rejection or revocation as to such goods. All claims for damages, errors, defects, shortages or any other nonconformity in any shipment of goods delivered to Buyer shall be made in writing to Seller’s corporate offices at Winchester, KY within a period of thirty (30) days after Buyer’s receipt of such goods. Buyer’s failure to make such claim within such time period shall constitute an irrevocable acceptance of the particular shipment and an admission that such shipment fully complies with all terms, conditions and specifications contained in the terms of sale for such goods. Each shipment of goods shall be accepted or rejected no later than (10) days after Buyer’s actual receipt of the product.