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Schmiede Corporation Terms & Conditions

1. Agreement. The provisions on the front hereof and these terms and conditions constitute our sole and entire agreement. Seller’s shipment or delivery of any goods or performance of any work ordered shall be deemed Seller’s acceptance of the instructions on the face hereof and these Terms and Conditions irrespective of any different or additional terms contained in Seller’s quotation acknowledgement or other communication. No such different or additional terms or other modification or waiver of any provision hereof shall be binding upon Purchaser unless set forth in writing and signed by an authorized representative of Purchaser.
 
 
2. Price & Extra Charges. If the price is not stated in the order, goods shall be invoiced at the price last quoted or charged or the prevailing market price, whichever is lower. This order must not be filled at a higher price than last quoted or charged without the prior written consent of Purchaser. No additional charge of any kind, including without limitation, charges for boxing, packing, cartage, drayage, or storage, will be paid by Purchaser without the prior written consent of Purchaser.
 
 
3. Terms & Payment. Credit period will begin on the date Purchaser received the goods or date of invoice, whichever is later. Unless otherwise agreed in writing, payment shall be NET 30. Payment will be deemed made on the date Purchaser forwards the check to Seller. Purchaser will not accept C.O.D. shipments. Payment shall not constitute acceptance of the goods, or waiver of any of Purchaser’s rights, including rights of inspection and rejection.
 
 
4. Warranty. Seller warrants that (a) the goods will conform to applicable specifications, drawings, representations, samples and description, will be merchantable and will be suitable for Purchaser’s purposes as indicated to Seller, and (b) the sale, resale or use of the goods will not infringe the rights of any third party under patents or otherwise. Seller will Indemnify and hold Purchaser and its customers harmless from and against any infringement or claim thereof.
 
 
5. Deliver; Risk Of Loss; Rejection. Time is of the essence and Seller will comply with shipment dates and delivery schedules without delay. If Seller does not comply with delivery schedules, Purchaser at its option and in addition to any other rights or remedies may approve revised delivery schedules, require immediate or expedited delivery, or terminate all or any part of this order. Seller will not make commitments or manufacture goods in advance or in excess of those reasonably required to meet shipment dates for delivery schedules. The specific quantity ordered must be delivered in full. Risk of loss shall pass to Purchaser upon delivery to Purchaser by the last carrier or shipper. Purchaser reserves the right to reject any shipment or delivery or portion thereof which does not conform to this order within a reasonable time after the nonconformity is discovered, whether before or after receipt thereof or payment therefore and at Seller’s risk, and expense, may return for full credit any goods so rejected. Seller is responsible to ensure packaging of product is robust enough to assure the proper condition and quality of parts/material upon delivery receipt. Parts must arrive at Schmiede Corporation without damage, rust/corrosion, or contamination.
 
 
6. Compliance With Law; Indemnity. Seller will comply with all Federal, State and Local laws, ordinances and regulations applicable to the manufacture, sale, delivery or labeling of the goods ordered and the performance of any work hereunder. If any work is done on Purchaser premises or other premises where Purchaser may be responsible, Seller will indemnify and hold Purchaser harmless from and against any liability, loss, cost or expense (including reasonable attorney’s fees) based upon any act or failure to act by Seller or Seller’s employees, agents, or subcontractors while upon such premises.
 
 
7. Safeguarding Documentation. Seller must comply with all Federal laws and regulations applicable to the safeguarding of all docuemnts supplied by the Purchaser. It is the seller's responsibility to safeguard all documentation once documentation has been recieved by any means,(emails, mail, fax, with shipment). Seller's failure to comply with all Federal Laws and regulations could result in fines and/or imprisonment. Beginning work or acceptance of P.O. automatically constitutes acceptance of this term.
 
 
8. Inspection. In addition to its right to inspect all goods and applicable records after delivery thereof, Purchaser reserves the right at its option and in its sole discretion to inspect or have inspected by Purchaser’s customer and/or authorities at all facilities involved in any goods and applicable records finished or work in process hereunder. Seller shall make available at no cost to Purchaser adequate facilities for such inspection(s). However, Purchaser is under no duty to make such inspection(s), and neither such inspection(s) nor failure to make inspection(s) shall constitute a waiver of any or Purchaser’s rights or remedies or shall be raised as a defense in any action against Seller.
 
 
9. Assignment. Neither this agreement, the performance thereof nor any interest therein or claim there under shall be assigned or transferred by Seller without the prior written consent of Purchaser and any such assignment shall be void.
 
 
10. Termination For Reasons Other Than Buyer's Default. In the event Seller ceases to regularly conduct its operations in the normal course of business (including the inability to meet obligations as they mature) or of any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit or creditors is made by Seller, Purchaser may terminate this agreement without liability except for deliveries made or goods covered by this agreement then completed and subsequently delivered in accordance with the terms hereof.
 
 
11. Right & Remedies. All rights and remedies provided herein shall be cumulative and shall be in addition to and not in lieu of any other rights or remedy otherwise available under applicable law. This agreement and the performance thereof shall be governed in all respects by the laws of the appropriate state.
 
 
12. Equal Opportunity. Vendor will comply with all provisions of Executive Orders, and the implementation thereof, concerning Equal Employment Opportunity as set forth in Paragraph 7-103.8 of ASPR in effect on date hereof.
 
 
13. Captions. Captions have been inserted solely for the convenient reference and shall not limit or affect the scope or meaning of any provision contained in this agreement.

Schmiede Corporation Invoice & Shipping Information     (To insure prompt payment of invoice, please follow these guidelines.)

1. Purchase Order Number. Schmiede Corporation's purchase order number must appear on all correspondance, packages, shipping documents, & invoices.
 
 
2. Invoice. Invoice all line items in the order in which they appear on the purchase order.
 
 
3. Package List. Vendor packing list number must appear on invoice.
 
 
4. Part Numbers. Part numbers invoiced must match the part numbers on Schmiede Corporation's purchase order.
 
 
5. PO# Per Invoice. Only one (1) purchase order number per invoice.
 
 
6. Returning Parts. Parts to be returned to Schmiede Corporation must be packaged as received.
 
 
7. Partial Shipments. No partial shipments allowed without prior approval.
 
 
8. Overshipments. No overshipments allowed without prior approval.
 
 

 

 

 

 
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