This quotation does not constitute a firm offer by Belt Technologies. (Herein “Seller”), but is an invitation for your purchase order. All purchase orders are subject to final acceptance by Seller at its plant in Massachusetts, as Massachusetts contracts. These terms of sale shall not be varied.
All prices quoted and deliveries are F.O.B. seller’s plant in Massachusetts. Unless otherwise specified, this quotation is for orders in the quantities shown herein and shall be void unless Buyer’s order is received by Seller within thirty (30) days from the date hereof. All orders are subject to final acceptance by a duly authorized representative of Seller.
If carrier requires freight to be prepaid, an additional charge will be made for freight and handing. A documentation fee will be added for all freight collect shipments.
TERMS OF PAYMENT
Net are established based on the Buyers credit position and purchasing history with the Seller. Open credit terms may be granted on a net cash 30 days basis; interest at 11/2% per month will be charged on overdue invoices, together with costs of collection. If in Belt Technologies’ judgment, the financial condition of the Buyer, at any time during the manufacturing period or at the time the merchandise is ready for shipment, does not justify continuance of the work or shipment of the merchandise, Belt Technologies may, at its option, require full or partial payment in advance or may cancel any order or part thereof.
No charge will be made by Seller for packing or casing any material shipped in Seller’s standard packages. Where special cases are required or other than standard packing is necessary, The expense thereof will be charged to the Buyer.
Any excise, retail sales or use taxes imposed by any taxing authority in respect to the material specified herein shall be for the account of Buyer and, if paid or required to be paid by Seller, the amount thereof shall be added to the price payable by Buyer.
Seller shall not be responsible for any delays in deliveries which are directly or indirectly caused by or due to strikes, differences with workmen, transportation delays, fires, floods, riots, accidents, war, government orders, restrictions or interferences, shortage of labor, fuel power, materials or supplies, or any cause beyond Seller’s control.
Seller reserves the right to overship or undership 10% of the amount ordered unless it is otherwise specifically agreed. Claims for shortages must be made within 7 days following receipt of goods.
INDEMNIFY AGAINST PATENT INFRINGEMENT
Seller disclaims any and makes no warranty that products sold are free from claims of patent, copyright, trademark or intellectual property infringement of any description. With respect to all products manufactured, either in whole or in part, to the Buyer’s specifications, the Buyer will indemnify and hold Seller harmless against all claims for damages arising from alleged patent, copyright or trademark infringement, and will pay for all damages, costs, and attorney’s fees that might arise in the course of Seller’s defense.
WARRANTY. Seller warrants to Buyer all of the products sold by it to Buyer for a period of thirty days from date of shipment against defects in material (but only if Seller furnished such material) and workmanship only. Notice of any claimed defect must be given to Seller in writing within thirty days from date of shipment and Seller shall be given the right of inspection while the product is in the claimed defective condition. Seller’s sole obligation shall be to replace or rework, at its option and free of charge, any product found defective upon inspection. In case of any claim of defect in material or workmanship, Buyer at Seller’s request shall, at its own expense, promptly return by the same means of transportation the goods to Seller for examination under this warranty.
EXCLUSION OF OTHER WARRANTIES. Seller’s products are manufactured to quoted specifications; either published or provided by the Buyer, and are not designed or manufactured to necessarily meet any particular purpose or use. SELLER’S ONLY WARRANTY IS THAT ANY PRODUCTS SOLD WILL CONFORM SUBSTANTIALLY TO THE SPECIFICATIONS PUBLISHED OR PROVIDED BY THE BUYER, AND THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR THAT THE PRODUCTS ARE SUITABLE FOR ANY PARTICULAR PURPOSE. THE FOREGOING WARRANTY AND REMEDY ARE IN PLACE OF ALL OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING WARRANTIES OF MERCHANTABILITY EXPRESS OR IMPLIED, ARISING OUT OF THE WORK BY SELLER AND OF ITS PRODUCTS, AND ANY AND ALL OBLIGATIONS OR LIABILITIES OF SELLER TO BUYER OR ANY THIRD PARTY BASED ON TORT OR OTHER GROUNDS ARISING OUT OF THE WORK BY SELLER AND THE SALE, USE OR POSSESSION OF SELLER’S PRODUCT.
ADJUSTMENTS. To insure that adjustments may be effected as promptly as possible, the following procedure will apply:
Prior to the return of parts for adjustments, it is necessary that the Buyer request a formal C.O.R.D. (Change or Repair Document) Requests should be directed to Belt Technologies. When requesting the C.O.R.D., the following information shall be included in the C.O.R.D. request:
Buyer’s order number on which the material was received.
Quantity of material received, sampled, rejected and sampling plan used.
Description of material rejected.
Reason for rejection.
If material is to be returned for inspection, a C.O.R.D. with instructions for shipping will be sent to Buyer. Products returned without a C.O.R.D. will be returned to Buyer at its expense. Belt Technologies will not be responsible for material returned unless accompanied by a C.O.R.D. number.
All items for examination and adjustment should be packed as carefully as when originally received, using a package having at least the equivalent of the original packing material.
Replacement in kind will be made on all materials, parts, and parts assemblies found defective. We reserve the right, however, to issue credit for defective articles where availability makes replacement impractical. All materials, parts, and parts assemblies not found defective will be returned to the Buyer, transportation charges collect.
LIMITATIONS ON DAMAGES
Under no circumstances shall Seller be liable for Buyer’s consequential damages such as lost profits, labor costs or other expenses, or claims of third persons. As to any claim of loss, damage, or destruction of Buyer’s property while in Seller’s possession or otherwise, Seller’s maximum liability shall be limited to the raw material value thereof or Seller’s price for services rendered or to be rendered on the specific goods, whichever is lesser. Any suit for damages under this contract not instituted within six months of Seller’s declination of liability shall be forever barred. These limitations on damages shall remain in force even if there is a finding that the limited remedies have caused any warranty to fail of its essential purpose.
Seller’s liability to third persons shall be limited to Seller’s own direct negligence and in all other cases Buyer shall indemnify Seller against any payment to third persons as well as attorney’s fees and all of the costs and expenses.
Rights to inventions or patentable ideas, in any form which are developed or discovered in connection with work performed under Buyer’s order, shall remain the sole property of Seller.
After acceptance by Seller of Buyer’s purchase order, any change of specifications or terms of that order may be made only with Seller’s written consent to a change which Seller shall determine sufficient to cover its additional costs and profit. Any assignment of rights hereunder by either party without the prior written consent of the other party shall be void.
Orders accepted by Seller are not subject to cancellation except with Seller’s consent and after arrangement of terms which will indemnify Seller for any losses or damages occasioned by such cancellation, including Seller’s lost profit and costs of collection, including reasonable attorney’s fees.
The within-named terms and conditions shall supersede, control and prevail over any inconsistent or conditions contained in Buyer’s purchase order, and no oral understanding, agreement or other modification of the terms and conditions set forth herein shall have any force or effect whatever unless confirmed in writing by Seller. THEREFORE, ACCEPTANCE OF BUYER’S ORDER IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO THESE TERMS AND CONDITIONS. THE BUYER’S ACCEPTANCE OF PRODUCTS DELIVERED HEREUNDER SHALL BE DEEMED TO BE AN UNQUALIFIED ASSENT TO THE PROVISIONS OF THESE TERMS AND CONDITIONS. BELT TECHNOLOGIES’ FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATIONS FROM THE BUYER SHALL NOT CONSTITUTE A WAIVER OF THE PROVISIONS OF THE TERMS AND CONDITIONS HEREIN. The fact that the wording of these terms and conditions have been provided by one party or the other shall not affect their interpretation.
All tooling quoted herein will remain the property of Belt Technologies unless otherwise stated. Buyer shall not be entitled to the exclusive use of such tooling for the manufacture of its product, unless otherwise specified. Such tools may be disposed of by Belt Technologies in any manner, unless some other disposition is mutually agreed upon in writing within 30 days after the expiration of such order.
Orders for processing metal belts, fabricated parts, assemblies or other items using customer-supplied material are accepted subject to the delivery of the material at the time, in the amount and in dimensions as specified by us, F.O.B. our factory. Buyer shall furnish satisfactory material, and if it is necessary for Belt Technologies to inspect, gauge or rework such material, it shall be at the Buyer’s expense. Material so provided by the Buyer shall be delivered F.O.B. our factory in such quantities as will permit continuous operation. Production will be started only when in Belt Technologies’ sole judgment sufficient material is in our possession to warrant setting up equipment. Title and risk of loss to the customer-supplied material shall remain in the Buyer from date of delivery to our factory until delivery of the processed goods to Buyer. Buyer shall provide such insurance and proof thereof as Belt Technologies may reasonably require.
SIZE AND TOLERANCES
Quotations are preferably made based on Buyer’s prints. When quotations are made based on samples or otherwise, the dimensions on which the quotation is based will be stated. The buyer will have an authorized person approve all designs made by Seller. Seller will correct any errors in his designs mutually agreed upon, but will assume no liability for corrections to the designed products. The Buyer will allow extra charges for authorized changes.
Security title and right of possession of the products sold hereunder shall remain with the Seller until all payments hereunder shall have been made in full in cash, and the Buyer agrees to do all acts necessary to perfect and maintain such security right and title in the Seller and hereby appoints Seller its agent in fact to perform said acts on Buyer’s behalf.
ARBITRATION & WAIVER OF JURY TRIAL
Any claim or controversy arising out of, or relating to, this quotation or any products delivered by Seller to Buyer shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association to be held at the address of the Seller, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. Seller and Buyer each hereby waive any right to a jury trial.
Design Guide and Engineer’s Reference for Metal Belts
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