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TERMS
& CONDITIONS >
Terms & Conditions of
Sale
Product Resources
Terms and Conditions
of Sale
1.
Examination – Suitability
Claims:
a. You should examine each
shipment promptly upon arrival.
We will recognize no claims
for any cause after the goods
have been changed in any manner
(except for reasonable test
quantities). It is your responsibility
to determine whether the goods
are suitable for your contemplated
use, whether or not such use
is known to us. You waive
all claims of which we are
not notified in writing within
fifteen days after the arrival
of goods at destination.
2.
Delivery and Freight:
a. All goods are shipped F.O.B.
point of manufacture or warehouse,
freight collect, and title
passes upon such delivery.
We will normally designate
routing and means of transportation,
but will attempt to route
per your written instructions.
All claims for damages or
loss in transit must be made
by you directly to the carrier.
3.
Warranties:
a. Unless otherwise provided
herein, we warrant title and
that all goods sold hereunder
shall confirm to this Quotation.
Except as otherwise expressly
stated herein. WE MAKE NO
REPRESENTATION OR WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED,
AS TO THE MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,
OR ANY OTHER MATTER WITH RESPECT
TO GOODS.
4.
Technical Advice:
a. Any technical advice furnished
you before or after delivery
in regard to the use of said
goods is furnished on the
basis that it represents our
best judgment under the circumstances,
but that the goods are used
at your sole risk.
5.
Liability:
a. You agree that our liability
in respect of any warranties
or matters in respect of any
goods sold or delayed in shipment
or nor shipped is limited,
at our opinion,
i. to repayment, or if not
paid, to credit of the purchase
price;
ii. to replacement, or;
iii. to repair, of that part
of said goods which is the
subject of the cause on which
the claim is based and that
we shall in no event be liable
for special, incidental, indirect,
consequential, or punitive
damages.
6.
Overages and Underage:
a. Overages and underage of
good ordered shall be in accordance
with our current practice.
7.
Credit:
a. Credit is at all times
subject to approval and review
by our credit department.
If we are at any time in doubt
as to your financial responsibility
we may
i. decline to make further
deliveries except against
cash or satisfactory security;
ii. declare all rendered invoices
immediately due and payable;
iii. discontinue production
on all orders received, and;
iv. deliver all specially
printed or nonstandard goods
produced for your existing
orders and demand payment
therefore immediately following
delivery at then current prices.
Any unpaid account for invoiced
parts or mold, or tooling
work, shall constitute a lien
on any molds, tools, or piece
parts in our possession. In
the event a customer’s
account remains open and unpaid
for a period of thirty (30)
days, or in the case of purchaser’s
dissolution or bankruptcy,
we reserve the right to use
the purchaser’s molds
or tools to make an sell articles
and parts therefrom and such
sales shall not be deemed
infringement of any patent
or trademark thereon, of which
the purchaser is owner or
licensee.
8.
Returns:
a. No claims will be recognized
in regard to good disposed
of or returned without our
consent, and no shipping costs
on returns will be paid unless
previously authorized in writing
by us.
9.
Printing, Etc.:
a. All printing, molded logos,
artwork, and composition is
to be done on your instructions
and you will hold us harmless
from any liability for any
resulting infringement of
copyrights and trademarks.
While we will use our best
efforts to see that painting,
artwork, and compositions
are in accordance with your
instructions, we assume no
responsibility for errors
therein. All artwork, printing
plates, and cylinders remain
our property.
10.
Tooling:
a. Goods “purchased”
hereunder which are tooling,
dies, molds, other equipment
or the like (tooling) to be
used to produced custom-designed
product for you, such tooling
are and remain our sole property
and will remain in our possession
and control. Your purchase
price is a contribution toward
our design, engineering, manufacturing,
and other special costs of
such tooling. We will use
such tooling exclusively to
make goods purchased by you,
but we reserve the right to
use, modify, sell, or destroy
such tooling without notice
after the lapse of eighteen
(18) consecutive months without
the receipt of an acceptable
purchase order from you for
the standard minimum run of
these goods.
11.
Prices:
a. The goods identified on
the face hereof may be billed
at the price in effect on
the date of shipment if such
date is more than thirty (30)
days after the date of acceptance
of your order subject to your
right to cancel any quantity
to which an increase is applicable
within ten (10) days after
receipt of such notice.
12.
Taxes:
a. In the absence of proper
evidence of exemption supplied
to us, you will reimburse
us for all taxes, excise or
other charges, which may be
required to pay to any government
(national, foreign, state,
or local) upon, or measured
by the production, storage,
sale, transportation, and/or
use of the goods identified
on the face hereof.
13.
VIS MAJOR:
a. No liability shall result
from any cause (including
without limitation: Acts of
God, force Majeure, labor
trouble, inclement weather,
shortage or inability to obtain
materials, equipment or transportation,
and/or orders of courts),
beyond the reasonable control
of the party affected. Either
of us may eliminate herefrom
quantities so affected but
the applicable agreement shall
remain otherwise in effect.
If our supply of goods to
be sold hereunder is limited
by any such cause, we shall
have the right to reduce or
cancel in its entirety our
commitment under the applicable
agreement.
14.
Contract:
a. Our contract in regard
to the goods identified on
the face hereof consists in
its entirety of the terms
and conditions appearing on
the face and back of this
instrument. These Conditions
may be modified only with
the written authorization
of an officer of Product Resources,
and no changes or additions
shall be effected by the return
to you, signed or unsigned
of tear-off or other forms
attached to or accompanying
your order that you require
us to return. No written or
oral understandings, representations,
or warranties predating the
date hereof shall be of any
effect, nor shall any written
or oral communication from
us to you predating the date
hereof be deemed an acceptance
of your order to impose contractual
obligations on us with respect
to it/ It is the express agreement
of the parties hereto that
the interpretation and effect
of this Agreement shall be
governed by the laws of the
State of Massachusetts and
shall govern all rights and
duties of you and us hereunder.
15.
No License Granted:
a. No license is granted expressed
or implied, under any patents
by our acceptance of an order,
the manufacturer of any tooling
for your benefit, or the purchase
of goods from us.
16.
Cancellation and Changes:
a. A shipment cannot be canceled
or changed within thirty (30)
days of the ship date. If
the order is for multiple
shipments within thirty (30)
days of each other, we may
elect to run two releases
at one time an in this case,
you shall be responsible for
both. If special accessories
are required for your order,
you shall be responsible for
them at the time of cancellation,
even if the cancellation is
thirty (30) days prior to
the ship date.
17.
Hold Harmless:
a. You shall hold us harmless
and indemnify us against any
expense or loss resulting
from infringement or any violation
of any patents, copyrights,
trademarks, or any other intellectual
property rights, arising from,
or out of, compliance with
your design specifications
or instructions.
18.
No Waiver:
a. Our failure to insist upon
strict performance of the
terms and conditions herein
shall not be deemed a waiver
of any rights or remedy that
we may have, and shall not
be deemed a waiver of any
subsequent breach or default
of the terms and conditions
herein contained. No provision
in this agreement shall be
deemed to have been waived
by us unless such waiver is
in writing and signed by an
officer of Flambeau.
19.
Agreement and Modifications:
a. This sale together with
anything expressly incorporated
herein by reference shall
constitute the entire agreement
between the parties and no
obligations not herein expressly
set forth are binding upon
them. No waiver, alteration
or modification of any of
the provisions hereof shall
be binding unless in writing
and signed by a duly authorized
representative of the Company.
20.
Agreement and Modifications:
These conditions are subject
to change by us without notice
and all such changes shall
apply to orders bearing a
date subsequent to change.
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