CUSTOMER – TERMS AND CONDITIONS
1. Unless otherwise shown here on, all terms are f.o.b. Seller’s plant and net 30 days at Seller’s prices in effect on the date of shipment. Shipments and deliveries shall at all times be subject to approval of the Seller. If Buyer shall fail to make any payments in accordance with the terms hereof, Seller may cancel this order as to any undelivered items, and in addition to its other rights and remedies, but not in limitation thereof, at Seller’s option, defer or withhold shipments or deliveries hereunder (or under any other contract with Buyer) except upon Seller’s receipt of cash before shipment or such security as Seller deems satisfactory.
2. Unless otherwise shown as included in the price, such prices does not include any freight rate increases and/or added expense resulting from compliance with Buyer’s shipping instructions whether or not reflected in Buyer’s order; the expense of intra-city delivery to rail siding on shipments by rail; any applicable manufacturer’s sales, use or value added taxes, import or export duties; the expense of special preparation for export including export packaging, consular invoices, export declarations, certificates of origin, insurance in transit or similar items; and examination or inspection charges incident to inspection by other than Seller’s employees or agents. Buyer will be invoiced for those items where applicable; import licenses, foreign exchange and customs approval required in connection with the purchase, delivery or payment of goods, materials and products (hereinafter referred to as “goods”) are to be obtained by and provided at Buyer’s expense. In no event shall Buyer’s shipping instructions waive any term or condition as to delivery herein.
3. Starting costs cover in part tools, dies, and fixtures complementing equipment peculiar to the Seller’s facility and would ordinarily have little use elsewhere. Title to such tooling remains with the Seller.
4. Because of manufacturing allowances essential in the production of made-to-order items, the seller reserves the right to ship and Buyer agrees to accept an overrun of any quantity up to and including 10% when made-to-order items are ordered.
5. Deliveries shall be considered made when the goods hereunder, or any part thereof, are either loaded on inland carriers evidenced by transportation receipts or placed in storage, whichever shall be earlier in time. At that time title to and risk of loss of the goods shall pass to Buyer. Seller shall not be responsible for delay in or failure of deliveries resulting from any cause beyond Seller’s control, including without limitation: fire, act of God or force majeure, riot, civil demonstrations, insurrection, war or national emergency, strike or labor dispute, freight embargo or transportation delay, shortage of
labor, inability to secure fuel, material, supplies or power at current prices or on account of shortage thereof, demands exceeding Seller’s manufacturing or delivery capacity, or any governmental law, act, order, rule or regulation issued by any official or governmental agency (local, state, federal or foreign) affecting the conduct of Seller’s business and with which Seller in its judgment or discretion deems it advisable to comply whether or not it may have any legal duty to do so. Buyer agrees to inspect at Buyer’s expense and risk all goods before acceptance, and to refuse acceptance unless any loss or damage in transit is fully noted on the delivery bills and receipts. Seller assumes no responsibility for damage to or loss of goods occurring during shipment or delivery, and Buyer agrees to make all claims for any such damage or loss.
6. Cancellation or change in any order by Buyer shall not be effective without notice received, agreed to, and confirmed in writing by Seller. In the event Seller in its discretion approves Buyer’s cancellation or change of an order, Buyer agrees to pay a reasonable cancellation or inventory carrying charge. Seller’s prior written consent must be obtained before returning any goods.
7. Seller’s prior written consent must be obtained before returning goods for replacement or credit.
8. Any action by Buyer under or for breach of this agreement must be commenced within two (2) years after the cause of action has accrued.
9. Buyer’s order is accepted on the terms and conditions stated herein and Seller’s acceptance of Buyer’s order is expressly made conditioned upon Buyer’s assent to such terms and conditions. No agreement or understanding, oral or written, shall be binding on Seller (whether contained in Buyer’s purchase forms or otherwise), other than set forth herein, if such shall in any way modify or waive the terms or conditions herein, unless hereafter made in writing and signed by Seller’s authorized representative. Waived by Seller of any default hereunder shall not be deemed a waiver by Seller of any other or subsequent default which may thereafter occur.
10. These terms and conditions shall be construed in accordance with the laws of the State of Illinois.
Limited Warranty Policy
SELLER EXPRESSLY EXCLUDES ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, MATERIALS, WORKMANSHIP, DESIGN AND SUITABILITY FOR A SPECIFIED OR INTENDED PURPOSE. In lieu thereof, any goods which upon Seller’s determination are defective in due to faulty material, workmanship or design, as determined by Seller, will be repaired, or replaced, f.o.b. point of origin, or the unit purchase price refunded, at Seller’s option; provided that the goods are returned (upon Seller’s written consent first being given), or the same are rejected, in either event within ten (10) years of sale for the Diamond product series, five (5) years of sale for the Infinity product series, and one (1) year for the Sapphire product series, except that as to goods purchased by Seller from others and resold to Buyer or incorporated in Seller’s goods, Buyer shall have remaining warranty available from Seller’s supplier which shall be Buyer’s sole recourse. Seller shall not be liable for Buyer’s loss of profit or any special or consequential damage or loss, nor for any cost incurred by Buyer for alteration, field modification, repair or work done on the goods without Seller’s express approval in writing prior to any such alteration, field modifications, repair or work. Seller’s total liability shall in no event exceed the purchase price of the goods purchased. Unless specifically stated to the contrary on the face of the order, the Buyer represents that none of the materials supplied hereunder are to be used in a motor vehicle in such a manner as to be subject to the safety standards adopted under the National Traffic and Motor Vehicle Safety Act of 1966, and Buyer agrees to indemnify the Seller against any liability under said Act if such representation is not correct. If the materials are to be subject to such standards and the Buyer specifically so state, the Seller, if it accepts the order, warrants that the material complies with all applicable standards under said Act.
The proper selection and application of roller chain and roller chain components, including the related area of product safety, is the responsibility of the customer. Operating and performance requirements and potential associated issues will vary appreciably depending upon the use and application of such products and components. The scope of the technical and application information included in this publication is necessarily limited. Unusual operating environments and conditions, including lubrication, loading, and other factors, can materially affect the application and operating results of the products and components and the customer should carefully review its requirements. Any technical advice or review furnished by Diamond Chain Company and its affiliates with respect to the use of products and components is given in good faith and without charge, and Diamond Chain Company assumes no obligation or liability for the advice given, or results obtained, all such advice and review being given and accepted at customer’s risk.