(Unless otherwise agreed in writing the following conditions of sale shall apply to any order accepted by Schmiede Corporation)
GENERAL: Schmiede Corporation (hereinafter called Schmiede) agrees to this order on the following terms and conditions of sale which supersede any additional or inconsistent terms and conditions of purchase of the buyer. Any additional terms or inconsistent terms in any purchase order of the buyer shall be void. This order constitutes the exclusive and entire agreement between the buyer and Schmiede. No representation or statement not expressed herein will be binding on Schmiede.
APPLICABLE LAWS: The rights and obligations of the buyer and Schmiede shall be governed by the laws of the state of Tennessee, USA, excluding its conflicts laws.
JURISDICTION: Jurisdiction for any dispute over this quotation or any goods or services related hereto, is agreed to be exclusively in the appropriate courts of Coffee County, Tennessee, USA.
ERRORS: All clerical errors are subject to correction.
PRICES: Prices are based on the conditions at time of quotation and are subject to change before final acceptance of order.
TAXES: Prices quoted do not include sales, use, excise or similar taxes, and taxes based on Schmiede’s sale prices shall be paid by the buyer and will be added to the invoice sales prices in states in which Schmiede is a registered collection agent (except where exemption certificates are furnished in advance of invoicing to Schmiede by the buyer).
INTERSTATE COMMERCE: All acts in fulfillment of this order which are done outside of Tennessee are intended as interstate commerce and not as business done by Schmiede as a foreign corporation in any other state; no claims or rights to the contrary shall be honored by Schmiede.
CANCELLATION: Any order resulting from this quotation is not subject to cancellation or change without Schmiede’s written consent and then only upon agreement to compensate Schmiede for all loss caused by cancellation or changes.
RETURNS FOR CREDIT: No returns for credit will be accepted unless Schmiede’s permission has been obtained in writing in each case, in advance.
TERMS OF PAYMENT: Defects which do not hamper actual operation are not sufficient reason for postponement of payment. The buyer shall make service charge payments to Schmiede on all amounts past due at the rate of 1 ½% per month from the date due until paid, or at the maximum rate allowed by law, whichever is less. Goods held by Schmiede beyond delivery date at request of buyer will be invoiced on the original shipping date shown herein and terms of payment will apply as from invoice date. Such goods will be subject to charges for warehousing and other expenses incident to such delay.
DEDUCTIONS: No deductions of any nature will be honored unless credit has been previously authorized in writing by Schmiede.
ATTORNEY’S FEES: In the event that Buyer defaults in any of its obligations under this Agreement, then Buyer agrees to pay, on demand, all of Schmiede’s reasonable costs incurred, including reasonable attorney’s fees.
DELIVERY: Delivery schedules are not guaranteed but are approximate, based on conditions at time of this order, and subject to unavoidable delays. Schmiede will make reasonable effort to complete shipment as indicated, but assumes no responsibility or liability for loss or damage by reason of delay or inability to ship, nor can this order be cancelled for failure to ship, at or near any stated time, or for any cause except by mutual consent. In the event of delay or extended shipping dates, and the buyer changes shipping instructions, any additional shipping charges incurred shall be paid by the buyer as part of purchase price. Unless agreed otherwise in writing in this order, Schmiede reserves the right to make partial shipments and to submit invoices for partial shipments in accordance with Schmiede’s standard terms of payment.
PASSING OF TITLE AND RISK OF LOSS: Title to and all risk of loss on each unit of goods will pass to buyer at time of delivery to the carrier, F.O.B. point of shipment Tullahoma, Tennessee, or at another point of supply for delivery direct to buyer. In the event of loss of damage during shipment buyer’s claim shall be made against carrier. Claims for shortages must be made within 30 calendar days from date of shipment. In the absence of directions goods will be shipped by the method and via carrier determined in Schmiede’s discretion.
PRODUCTION AND SCHEDULING: Shipping dates are estimated and are based upon Schmiede being promptly furnished with all information, including shipping instructions, necessary to enable it to proceed with processing the Buyer’s order. In the event there is delay in production, shipment or delivery for any reason caused by circumstances beyond Schmiede’s control, the dates for delivery will be extended for period equal to the time lost by reason for such delay. If delivery is to be made in more than one shipment, and Buyer is in default of its payment obligations for any prior payment, under this order or any other order to Schmiede, Schmiede shall be entitled to cease all production and shipment under this sale until Buyer complies with all of its obligations under this or any other sales.
QUANTITY: Buyer will accept and pay for over-runs or under-runs or any specific item up to an amount equal to 10 percent of the quantity ordered.
GAUGES AND TOOLING: Any special gauges or tools necessary for the inspection of any parts (other than standard inspection tools) must be supplied by the Buyer or constructed or purchased by Schmiede at the Buyer’s expense. Payment for items supplied by or purchased by Schmiede will be invoiced to Buyer with standard payment terms.
PATENTS: Buyer shall hold Schmiede harmless and indemnify Schmiede for any expense or loss resulting from infringement of patents or trademarks arising from compliance with Buyer’s designs, samples, drawing, and/or specifications now or hereafter forming a part of this contract.
WARRANTY: SCHMIEDE WARRANTS THAT THE MATERIAL AND WORKMANSHIP OF PARTS SUPPLIED SHALL BE OF THE TYPE SPECIFIED IN THIS QUOTATION (OR ANY WRITTEN AMENDMENTS THERETO). ALL OTHER EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
LIMITATION OF REMEDIES: If there is a defect in the material or workmanship of any item sold here under, Schmiede’s sole obligation and Buyer’s exclusive remedy is limited to the repair or replacement (at the option of Schmiede) of the item sold to the Buyer. Schmiede shall not be liable for any incidental, indirect, special or consequential damages resulting from any defect in the material or workmanship. Any cause of action, including but not limited to breach of warranty, tort, products liability, or strict liability against Schmiede arising from or related to the material or workmanship must be brought within one (1) year from the date of shipment.
REMEDIES CUMULATIVE: Schmiede’s rights under this quotation are cumulative, and in addition to any other rights available at law or in equity.
FAILURE OF SCHMIEDE TO INSIST UPON STRICT PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS OF THIS ORDER SHALL NOT CONSTITUTE A WAIVER OF SUCH TERMS AND CONDITIONS.