Terms & Conditions of Sale
These Terms and Conditions are posted on the Seller’s website at www.sbsm.com and are incorporated by reference in the agreement of Seller and Buyer, except as otherwise expressly agreed in writing by Seller and Buyer.
- Seller shall not be liable for delay or failure to perform due to causes beyond the control of the Seller, such as, but specifically not limited to, the unavailability of goods, law or government regulation, judgment of a competent court, difficulties with labor, delays in transportation, acts of God or war.
- Delivery promises reflect present day production schedules and therefore are subject to change without notice.
- Unless Buyer’s purchase order states that the products purchased are to be used in or with any nuclear facility, the following conditions of sale shall apply:
- The products supplied by Seller have not been designed, manufactured or tested for use in and are not sold for use in connection with any Installation in which nuclear fuels or radioactive products or materials are used, produced, processed, stored, transported or handled in any way.
- It is expressly understood that any technical advice furnished by Seller with respect to the use of Seller’s products or for services is given without charge, and Seller assumes no obligation or liability for the advice given or results obtained, all such advice being given and accepted at Buyer’s risk.
- Buyer’s remedies with respect to any products furnished by Seller shall be limited exclusively to the right of repair or replacement of such products or to repayment of the purchase price at the Seller’s option. Such remedies shall expire and shall no longer be available to the Buyer in the event that written claim has not been received by the Seller within one year following shipment by Seller. Seller shall not be liable for any claims for labor, expense or damages (whether direct or consequential) resulting from or occasioned by use of defective material and material must not be returned except by written permission of Seller.
- THERE ARE NO WARRANTIES HEREUNDER, WHETHER EXPRESSED OR IMPLIED (INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR PURPOSE). EXCEPT THAT ALL PRODUCTS DESCRIBED ON SELLER’S ACKNOWLEDGMENT OF BUYER’S PURCHASE ORDER OR ON SELLER’S QUOTATION FORM Will BE FREE FROM LIENS INCURRED BY SELLER AND WILL BE MANUFACTURED IN ACCORDANCE WITH THE SPECIFICATIONS SET FORTH IN SUCH ACKNOWLEDGMENT OR QUOTATION SUBJECT TO SELLER’S STANDARD MANUFACTURING VARIATIONS.
- If Buyer’s purchase order states that the products purchased are to be used directly or indirectly in or with any facility in which nuclear fuels or radioactive products or materials are used, produced, processed, stored, transported or handled in any way (a “Nuclear Facility”), the following conditions of sale shall apply:
- It is expressly understood that any technical advice furnished by Seller with respect to the use of Seller products or services is given without charge, and Seller assumes no obligation or liability for the advice given or results obtained, all such advice being given and accepted at Buyer’s risk.
- Buyer’s remedies with respect to any products furnished by Seller shall be limited exclusively to the right of repair or replacement of such products or to repayment of the purchase price at Seller’s option. Such remedies shall expire and shall no longer be available to the Buyer in the event that written claim has not been received by the Seller within one year following shipment by Seller. Any material repaired or replaced hereunder shall be decontaminated without cost to the contractor to the extent necessary to permit contractor to effect such repair or replacement. Seller shall not be liable for any claims for labor, expense or damages (whether direct or consequential) resulting from or occasioned by use of defective material and material must not be returned except by written permission of Seller.
- Buyer agrees to defend, indemnify and hold harmless Seller from and against (1) all claims of loss of damage to real and personal property, including damage to any Nuclear Facility, and (2) all claims for personal injury, including personal injury to employees of any Nuclear facility, arising out of any and all nuclear energy and radiation hazards or out of nuclear incidents.
- With respect to any property damage and public liability insurance carried by Buyer, Buyer will secure from the insurance carrier or carriers waivers of all rights of recovery and subrogation against Seller and Buyer agrees to defend, indemnify and hold harmless Seller from and against all claims which may be asserted against Seller by such insurance carrier or carriers.
- THERE ARE NO WARRANTIES HEREUNDER, WHETHER EXPRESSED OR IMPLIED. (INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND ANY IMPLIED WARRANTY OF FITNESS FOR PURPOSE), EXCEPT THAT ALL PRODUCTS DESCRIBED ON SELLER’S ACKNOWLEDGMENT OF BUYER’S PURCHASE ORDER OR ON SELLER’S QUOTATION FORM WILL BE FREE FROM LIENS INCURRED BY SELLER AND WILL BEMANUFACTURED IN ACCORDANCE WITH THE SPECIFICATIONS SET FORTH IN SUCH ACKNOWLEDGMENT OR QUOTATION, SUBJECT TO SELLER’S STANDARD MANUFACTURING VARIATIONS.
- The material may be inspected by the Buyer prior to shipment.
- Seller will indemnify and save harmless the Buyer from any judgment for damages and costs which may be awarded by a court of competent jurisdiction against the Buyer on account of the infringement of any United States patent by the material per se, supplied by the Seller under this order, provided prompt written notice be given the Seller of any notice of infringement or the beginning of any such suit, or both. Upon receipt of such written notice from the Buyer, the Seller may, notwithstanding the foregoing indemnity, at its election and at its own expense defend the suit, or procure for the Buyer the right to continue using said material; or replace the same with non-infringing material suitable to the Buyer, or modify the material so that it becomes non-infringing or remove the material and refund the purchase price and transportation costs thereof. In case the Seller elects to defend the suit, the Buyer shall render to the Seller every reasonable assistance which the Seller may require in such defense. The foregoing states the entire liability of the Seller with respect to patent infringement by said material.
- The order represented by this acknowledgment can be cancelled, terminated or modified only with the Seller’s consent and then only upon terms and conditions to be agreed upon which shall include protection of the Seller against all loss.
- The price for the material covered hereby shall be adjusted to the Seller’s price in effect at the time of shipment. All changes in freight rates or transportation charges used in determining delivered prices occurring after the date of this acknowledgment will be for the Buyer’s account. If the Buyer should change the point at which the material is to be delivered f.o.b. the Buyer shall pay all increased freight or transportation charges including freight on the tare. Seller shall not be responsible for spotting, switching, drayage or other transportation charges incurred at destination.
- Terms of payment: The terms of payment, unless otherwise stated on the face of this acknowledgment, are thirty days net from date of invoice, or ½ of 1% cash discount for payment on or before the 25th of the month for invoices dating from the 1st to the 15th day inclusive of the same month, and for payment on or before the 10th of the month for invoices dating from the 16th to the last day of the previous month. This cash discount is only allowable when payment is made within the discount periods aforesaid and the date of invoice governs.
- For the purpose of invoicing and billing, each shipment shall be treated as a separate and independent contract. All shipments and deliveries made hereunder shall be at all times subject to the approval of the Seller’s credit department, and if at any time in the judgment of Seller’s credit manager there is any doubt as to the Buyer’s responsibility, the Seller may decline to continue production or to make any further shipments hereunder except upon receipt of satisfactory security of cash; if this security of cash be not received, Seller may terminate this order.
- Waiver by the Seller of any breach of contract shall not be construed as a waiver of any other existing or future breach, or as an estoppel.
- All taxes of every sort which the Seller may be required to pay or collect under any existing or future Federal or State law upon or with respect to the sale, delivery, storage, processing, use, consumption or transportation of any of the material covered hereby shall be for the account of the Buyer, and the Buyer will pay the amount thereof to the Seller upon request.
- Unless otherwise shown on the face hereof, material shall be within the limits and of the sizes manufactured by the Seller, and shall be subject to Seller’s standard variations and manufacturing practices. Material purchased on the basis of weight is subject to customary quantity variations recognized by trade practice.
- We hereby certify that this material will be produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof.
- If terms or conditions contained in the Buyer’s purchase order are inconsistent with the terms and conditions of this acknowledgment, the Seller’s terms and conditions shall govern.