Monroeville, PA   |   Murrysville, PA(412) 373-8110

Sales Conditions

Terms and Conditions of Sale

  1. PRECEDENCE AND SEVERABILITY – In the event that any of the following Terms or Conditions of Sale are inconsistent with provisions set forth in Seller’s Quotation, the Quotation takes precedence and will govern the parties’ relationship. If any portion or clause of these Terms and Conditions or this contract is held invalid or unenforceable as to any person or under any circumstances, the invalidity or lack of application shall not impair or affect the other provisions and the application of those provisions which can be given effect without the invalid or unenforceable provision or application. With this intention, the provisions of this contract are declared to be severable.

  3. CHANGES AND CANCELLATION – This contract of sale may not be changed or canceled by Buyer except with the written permission of the Seller. The acceptance of the Buyer’s Purchase Order is conditioned upon the terms and conditions herein only. This document contains all the terms and conditions of sale and purchase of the goods being sold and constitutes the complete understanding of the parties with respect thereto. All terms and conditions contained in the Buyer’s Purchase Order, if any, which differ from the terms contained herein are hereby rejected. No modification, extension or release from any provision hereof shall be effected by mutual agreement, acknowledgment, acceptance of purchase order or shipping instruction forms, or otherwise, unless the same shall be in writing, acknowledged by the party to be bound, and specifically described as an amendment or extension of these Terms and Conditions of Sale. No waiver by either Seller or Buyer with respect to any breach or default or of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or any other right or remedy, unless such waiver is expressed in writing signed by the party to be bound. Neither this contract nor any interest therein shall be transferred or assigned by the parties except upon the prior written consent of the other party.

  5. PRICE and PAYMENT – Buyer shall pay, in addition to the sales price, any transportation costs and all excise, privilege, occupational sales, use, personal property and other taxes. In the event that any of the foregoing are paid by Seller, Buyer will reimburse Seller for the cost thereof, forthwith upon demand. Buyer shall pay the net amount indicated on Seller’s invoice within thirty (30) days after the date of the invoice.

  7. DELIVERIES – Shipment of the order will be subject to current availability, priority and scheduling requirements, changes in production schedules, export or other license requirements and governmental orders or directives. Seller shall not be liable for unavoidable delays in delivery caused indirectly or directly or in any manner by fires, flood, accidents, riots, acts of God, war, terroristic acts or threats thereof, governmental interference, embargoes, strikes, labor difficulties, shortage of labor, fuel power, materials or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of those herein before specified) either beyond its control or which it cannot remedy without economic hardship.

  9. EXPORT/ RE-EXPORT – Buyer understands that the goods supplied hereunder are subject to U.S. Department of Commerce, Office of Export Administration, and other U.S. Government Agency rules and regulations. If the goods are intended for export or re-export, Buyer agrees to comply with all pertinent U.S. Government rules and regulations. Buyer further acknowledges that diversion of the goods to any destination contrary to or in violation of any U.S. Law is prohibited.

  11. RISK OF LOSS – If the goods are shipped FOB Seller’s loading dock, the risk of loss shall be upon the Buyer and the Buyer shall make all claims for loss or damage in transit directly to the carrier. The parties shall assist each other in filing claims against carriers.

  13. ACCEPTANCE – The goods shall be considered to have been finally accepted by Buyer ten (10) days after receipt of the shipment unless notice of rejection or notice of any claims has been given in writing to the Seller within such ten (10) day period. Without limiting the foregoing, the Buyer shall have been deemed to have accepted any shipment of an amount more or less than the amount ordered unless notice of claim or rejection is given within the ten (10) day period.

  15. LIMITED WARRANTY – Seller warrants to the original purchaser that the goods to be delivered pursuant to this contract will conform to all relevant specifications and will be free from defects in material or workmanship. Minor deviations which do not affect the performance of the good(s) shall not be deemed to constitute either a failure to conform to the specifications or a defect in material or workmanship. This warranty shall extend for a period of twelve (12) months from the initial date of shipment. Should any breach of this warranty appear within twelve (12) months from the initial date of shipment, Seller shall, upon immediate notification of such alleged failure and substantiation that the goods have been handled, used and/or maintained in accordance with Seller’s recommendations and standard industry practices, correct such defects by suitable repair or replacement at its own expense. Seller’s liability under this warranty shall cease if any major repairs to or any replacement or modification of the goods is made by any person other than Seller’s personnel or persons working under the supervision of Seller’s personnel. THIS LIMITED WARRANTY IS IN LIEU OF ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWARRANTY OF QUALITY. THIS WARRANTY CONSTITUTES THE EXCLUSIVE REMEDY OF THE BUYER FOR DEFECTIVE OR NON-CONFORMING PRODUCTS. The sole purpose of this exclusive remedy shall be to provide Buyer with repair and/or replacement in the manner and for the time period provided herein.

  17. LIMITATION OF LIABILITY – SELLER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR DIRECT, INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, such as but not limited to, loss of profits, damage to or loss of other property, downtime, costs of the goods, delay expenses, overhead or capital costs, claims of Buyer’s customers or activities dependent upon the goods. Except to the extent provided in the LIMITED WARRANTY, Seller shall not be liable for any claim or loss arising out of or related to this contract or the goods provided pursuant thereto, whether such claim allegedly arises from or is based on contract, warranty, tort (including negligence), strict liability in tort or otherwise. Liability shall not in any event exceed the cost of the goods upon which such claim is based.

  19. ENTIRE AGREEMENT – The entire agreement between the parties is embodied in this writing, which constitutes the final expression of the parties, and it is the complete and exclusive statement of the terms of the contract. Any additional terms contained in Buyer’s purchase order or other documents shall be of no force or effect.

  21. GOVERNING LAW – This sale shall be governed by the laws of the Commonwealth of Pennsylvania. All disputes arising out of the sale of these goods must be heard in the courts of Pennsylvania, to which Buyer agrees to personal jurisdiction. The parties hereby opt-out of the Convention for International Sale of Goods, and the same shall have no application to the transactions hereunder.