Terms and Conditions

Terms and Conditions of Sale

1. CONTRACT. Our Order Confirmation or Quotation constitutes the complete and only agreement and contract between us. No agent or employee is authorized to agree otherwise or to waive this stipulation.

2. PAYMENT AND TAXES. Invoices will reflect the net prices plus any applicable sales, use, excise or similar taxes. You will pay each invoice in U.S. dollars drawn on and payable by a U.S. bank on or before the due date stated on each invoice on the terms set forth on the face hereof. Bank collection or processing fees are for your account. No payment will be withheld by you pending settlement of any claim, allowance or adjustment. Interest on amounts not paid when and as due will accrue at the highest rate permitted by
applicable law.

3. DELIVERY. Unless we agree otherwise in writing, delivery of the goods hereunder shall be made F.O.B. our plant. Risk of loss or damage shall pass to you upon delivery to the carrier. It will be your responsibility to recover from the carrier for shortages or damage in transit, and no credit or deduction will be granted by us therefor. You agree to pay the carrier’s published tariff. This paragraph applies whether or not freight is prepaid by us.

4. QUANTITIES. We may ship and you will accept in full performance of this Agreement any quantity within 10 percent of quantities specified on the face hereof. Invoicing will be based on actual quantities shipped.

5. SHIPMENT DATES. Scheduled shipping dates shown on the face hereof are estimates only and are subject to delays resulting from causes beyond our reasonable control. We will not be liable for damages, direct or consequential, resulting from failure to make shipments as estimated.

6. WARRANTIES. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED,
WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR OTHERWISE, EXCEPT AS FOLLOWS:
All goods are warrantied, for a period of ninety (90) days from the date of shipment, to meet our published specifications and to be free from defects in materials and workmanship when shipped. Our obligation under this warranty shall be limited to repair or replacement of goods proven within the warranty period to have been defective at the time of shipment. Upon discovery of any such defect, you shall promptly notify us thereof, and, if requested by us, return the defective goods to us. You shall be responsible for all expense of removal, freight and re-installation in connection with repairs or replacements of defective goods. In no event shall we be responsible for or reimburse you for repairs or replacements made by others. In no event and under no circumstances shall we be liable for loss of anticipated profits or for interruption of operations or for any special, incidental or consequential damages whatever.

7. CREDIT TERMS. We may, at any time and from time to time in our sole discretion, limit or cancel your credit as to either time or amount or both, and as a consequence we may require full or partial payment in cash before delivery. If so, we will notify you in writing of the payment or payments required, and your failure to make any such payment on or before the due date shall constitute a repudiation of this Agreement. Bankruptcy or insolvency proceedings by or against you shall also constitute a repudiation of this Agreement. If we reasonably doubt your financial condition or ability to pay, or if you are delinquent in the payment of any invoice, we may without liability and without prejudice to any other remedy, suspend our performance, decline to ship, stop any goods in transit or take any other action we are legally entitled to take until we receive full cash payment in advance or, at our
option, adequate security for full payment.

8. RETURNS. No goods sold and delivered may be returned to us without our prior written authorization or a return materials authorization number (RMA).

9. PATENTS. We will indemnify you against any claim that the sale or use of catalog items sold under this Agreement constitutes an infringement of any U.S. patent covering the sale or use of such goods as sold by us, but not the use thereof in combination with other goods or materials, provided you shall give us prompt written notice of any such claim and an opportunity to defend or dispose of the same. This warranty and indemnity does not apply to any goods manufactured or assembled by us pursuant to specification supplied by you.

10. CANCELLATION CHARGES. If you cancel or repudiate this Agreement, you will pay to us on demand our reasonable cancellation charges.

11. LAW APPLICABLE. All matters relating to the making, validity, construction and performance of this Agreement shall be governed by the law of Pennsylvania.

12. PRICE. On items not shipped within 90 days of the date of this Agreement, you will be invoiced and you will pay the price in effect at time of shipment.

Terms and Conditions of Purchase Order

Wherever the word “Buyer” appears herein, it refers to the Spang & Company Division identified on the face of this Order, and wherever the word “Seller” appears herein, it refers to the Vendor to whom this order is addressed.

1. No agreement or other understanding in any way modifying the conditions of this contract shall be binding upon the Buyer unless made in writing and signed by an authorized representative of Buyer.

2. Any design, pattern, tool, die, jig, fixture, drawing, or test equipment, heretofore and hereafter furnished Seller by Buyer in connection with this order, shall remain Buyer’s Property, shall be returned upon completion of order, and shall not be used in the manufacture of any article for other than Buyer. Tools, dies, jigs, fixtures and test equipment, the costs of which have been included in computing the price specified on the face hereof, or for which Buyer is to pay Seller as a separate item as indicated on the face hereof shall, upon such payment, become the property of Buyer, and shall be marked as directed, and held for delivery to Buyer.

3. Seller agrees to treat all drawings and specifications and other information furnished by Buyer in connection with this agreement as strictly confidential, except that drawings may be furnished to Seller’s vendors for ordering parts when approved by Buyer. Materials made or supplied in accordance with drawings or specifications applicable to the materials ordered hereunder shall not be supplied to anyone other than Buyer without the written permission of Buyer.

4. WARRANTIES
A. Unless the goods ordered are of designs furnished by Buyer, Seller warrants that the manufacture, production, labeling packaging, shipment, sale and use of the goods ordered does not and will not infringes or violate any patent rights, trademarks, service marks or copyright; and Seller will defend and hold the Buyer harmless from all claims and actions alleging infringement of any such rights and will indemnify the Buyer against all liability, expense and fines resulting from any such infringement claim.
B. Seller warrants that the goods ordered will be manufactured, produced, furnished and delivered in compliance with all applicable federal, state and local laws and regulations.
C. Seller warrants that the goods ordered shall conform to the description on the face of this order, shall conform to any prototype or samples previously furnished, shall be merchantable, and shall be fit for the purpose for which the Buyer requires them.

5. Insurance. Seller shall indemnify and hold Buyer harmless from and against all claims, liabilities and actions alleging any defect in the goods or any injury or death arising out of the use of the goods, including strict liability claims under any statute or common law relating to product liability. Seller shall maintain adequate insurance to protect Buyer under this clause and will furnish Buyer with certificate of insurance upon request.

6. Time Of The Essence. Buyer reserves the right to cancel this order or any part thereof, provided delivery is not made within time specified in the order or acknowledgement, or if material furnished does not meet specifications called for by this order, unless such delay or specification change is agreed to in writing.

7. Quantities. Material shipped must not be in excess of specified quantities for specified dates; overshipments may at Buyer’s option be returned to Seller at Seller’s expense.

8. Packing. All items are to be packed in suitable containers for protection in shipment and storage. Any highly polished, highly finished or precision parts are to be properly greased and packed in containers which will afford protection against atmospheric deterioration. Packing slip showing contents and purchase order number must accompany all shipments. No charge is allowed for boxing, packing, crating, unless agreed by Buyer in writing in advance.

9. Routing. When no routing is specified, Seller shall forward by most direct and cheapest route.

10. Prices. If prices are higher than specified Seller shall not ship, but shall advise Buyer. If price is omitted on the order, it is agreed that Seller’s price will be the lowest market price. The prices herein stated include all applicable Federal Excise Tax imposed upon items furnished hereunder.

11. Right of Inspection. Goods will be subject to the Buyer’s inspection on arrival, notwithstanding prior payment to obtain discount. Defective goods will be returned at Seller’s expense and credit taken on settlements. The Seller agrees to immediately replace defective goods so returned if the Buyer shall require, but the Buyer shall not be required to order or take replacements.

12. Emergency Response. In the event of a release to the environment resulting from vendor activity on Spang & Company property, Spang & Company personnel will arrange for Emergency Response services. The vendor will reimburse Spang & Company for all Emergency Response and reporting costs incurred to  contain, remove and dispose of the released materials in compliance with applicable regulations, and to restore affected areas to their prior condition.

13. No Assignment. This order shall not be assigned, transferred or delegated by Seller without the prior written consent of Buyer.

14. Acceptance. Seller’s performance or partial performance, in any degree, of this order shall conclusively constitute acceptance of the foregoing terms and conditions.

15. Equal Opportunity Clause. The equal opportunity clauses set forth in 41 C.F.R. parts 60-1.4, 60-250.4 and 60-741.4 are incorporated herein by reference.