ENTIRE AGREEMENT
This document shall constitute the complete and final agreement between Chicago Industrial Fasteners, LLC (“CIF”) and Purchaser in respect of any other order covered hereby, unless written notice of objection to any of the terms, conditions or provision of this document (including inconsistencies between Purchaser’s purchase order and this document) is given by Purchaser to CIF within 10 days after the date of acknowledgement, or, in any event, prior to commencement of performance of the work covered by such order. No change or amendment to this document shall be valid or binding unless specifically agreed upon in writing by CIF.
Net payment is due within 30 days. If credit has not been established, orders will be shipped COD (cash on delivery.) Any amounts due, which are not paid within 30 days, are subject to a late payment charge of 1.5% per month. If CIF needs to bring action to enforce the terms contained in this document, Purchaser will be responsible to pay CIF’s reasonable attorney’s fees and court costs. If the Purchaser fails to fulfill the terms of payment, CIF may defer further shipments, or may at CIF’s option cancel the unshipped balance. CIF reserves the right, prior to making any shipments to require from the Purchaser satisfactory security for performance of the Purchaser’s obligation.
CIF hereby gives notice that it objects to any additional or different terms or conditions set forth in Purchaser’s purchase order or any other communication. No additional or different terms shall apply unless expressly agreed to in writing and signed by an authorized officer of CIF. No other representative of CIF is authorized to modify these terms and conditions or to agree to any additional or different terms and conditions.
BLANKET ORDERS
Quoted pricing is based upon Estimated Annual Usage (EAU.) All EAU’s must be shipped within twelve (12) months from the first shipment date. Any cancellations/product modifications must be received in writing twelve (12) weeks prior to the cancellation date. Purchaser shall remain financially responsible for any quantity of product remaining from original order.
PRICES
Prices quoted herein are based on current costs of material and labor, and if any increase in such costs occurs at any time before confirmation of purchase order obligation, CIF reserves the option to re-quote increased prices to adjust for such increases in costs.
DELIVERY
The Purchaser shall have the right to select the means of transportation, but in the absence of written instructions on the part of the Purchaser, CIF may select such means. (Freight under 150 pounds will be shipped UPS ground. Shipments that exceed 150 pounds shall be sent via truck.) Special shipping requests (airfreight, special dispatch, drop shipments, etc.) will be sent freight collect and will be F.O.B. shipping point. CIF reserves the right to make partial shipments of any items ordered and reserves the right to ship or cancel backorders at its discretion. Shipping dates are estimates based upon information received from suppliers, and shall not be deemed to represent fixed or guaranteed shipping dates. Delivery dates are not guaranteed, and Seller shall not be liable to Buyer, or the ultimate user, for any claims arising from any such delay in shipment or delivery. Delay in delivery by CIF for any installation shall not relieve the Purchaser of its obligation to accept remaining installment deliveries. The price quoted does not include applicable delivery charges unless otherwise specified in writing.
TITLE TO GOODS
Title to all goods hereunder shall pass to Purchaser upon CIF ’s delivery to carrier or Transportation Company at shipping point.
ACCEPTANCE
Unless Purchaser returns the goods described on invoice (“Goods”) within ten (10) days after the date of the invoice, it shall be presumed conclusively, as between Purchaser and CIF the goods were delivered free of defects.
RETURNS
Goods may not be returned without CIF’s written permission. Please contact either CIF’s Customer Service Department or salesperson with CIF’s sales order number and/or invoice number and shipping date. CIF reserves the right to inspect goods returned before issuing credit. All returns MUST be approved by CIF in writing and a Return Goods Authorization number must be issued. Unauthorized returns will be refused. Purchaser hereby forfeits any returned merchandise to CIF, without credit or other remedy, if merchandise is returned without prior approval from CIF. All returns must be shipped “Freight Prepaid.” Returns unrelated to errors by CIF, as determined by CIF in its sole discretion, are subject to a minimum restocking fee of 25%. CIF will determine the value of a return only after physical inspection and verification of content and condition. CIF will not issue credit, nor return to Purchaser, any returned product that is unsaleable (as defined herein). CIF shall determine the value of returned products and subsequent credit in its sole discretion. Purchaser is responsible for the proper packing and protection of all return shipments. Damage and/or loss resulting from shipment of returns from Purchaser to CIF are the responsibility of the Purchaser.
CLAIMS & DAMAGES
Purchaser shall carefully examine material delivered and advise the agent of the Transportation Company to note damage thereto or shortage thereof prior to acceptance of material, from Transportation Company. Failure to notify CIF of shortages or damages to the goods shipped shall relieve CIF from any claim by Purchaser for an alleged shortage or damage. Failure of Purchaser to present written claim to CIF respecting any damage or shortage in any shipment hereunder, within ten (10) days after receipt of the goods shall constitute a waiver of all claims in respect thereto. Any liability on the part of CIF shall be limited to its own acts or omissions and shall not include acts of omissions of the carrier or transportation company.
CANCELLATION
Orders will not be subject to cancellation or modification, either in whole or in part, without CIF’s written consent, and then only on terms that will reimburse CIF for all costs incurred by it, including, but not limited to preparation costs, cost of purchased materials, and labor costs.
LIMITATION OF LIABILITY
CIF warrants that the goods shall be free from defects in material and workmanship in accordance with the applicable manufacturing standards and/or specifications. CIF obligations under this warranty are limited solely to the reworking or, at CIF option, replacement of goods, which CIF determines to be defective, such rework or replacement to be at no charge to Purchaser. All warranty claims for defective goods must be made within ten (10) working days from the date of delivery. The foregoing limited warranty is in lieu of all other warranties of any kind whatsoever, express, implied or statutory, including any implied warranty of merchantability or fitness for a particular purpose. Notwithstanding the foregoing no claim made by the Purchaser, whether as to goods delivered or for non-delivery, shall be greater than the purchase price of the goods in respect of the claim is made. Since the use of materials is beyond CIF’s control, CIF makes no guarantee or warranty, either express or implied, as to such use or effects incident to such use, handling or purchase, either in accordance with the directions or claimed so to be in accordance with the directions.
Except for the limited warranty provided herein, CIF makes no other warranty in connection with this sale. All other warranties, whether expressed, implied, or statutory, including any warranties of merchantability or fitness or a particular purpose, are hereby excluded and disclaimed to the extent that they exceed or conflict with the limited warranty expressly in this paragraph. In no event shall CIF be liable for consequential or incidental damages.
MANUFACTURED ITEMS
All special orders will be shipped in accordance with quoted lead times, at the industry standard of +/- 10% of ordered quantity. Exact shipping quantities must be specified by Purchaser at time of order. Purchaser is liable for entire quantity shipped.
TAXES
Purchaser shall pay all taxes which CIF may be required to pay or collect, under any existing or future law, upon or with respect to the sale, delivery, processing, use or transportation of the goods purchased hereunder. Purchaser shall promptly pay the amount of such taxes to CIF upon demand.
EXCUSEABLE DELAYS
CIF shall be excused for any delay in performance or inability to perform, in whole or in part, due to acts of God, war, riot, embargos, acts of civil or military authorities, fires, floods, accidents, quarantine, restrictions, factory conditions, strikes, differences with workmen, delays in transportation, shortage of cars, fuel, labor supplies or materials, or laws, regulations, or other requirements of the United States Government or any other agency thereof, or any other cause beyond the reasonable control of CIF.
SEVERABILITY
If any provision of this contract, or the application thereof to any entity or circumstances, shall to any extent be held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect any other provision of this contract or of the application thereof, which can be given effect without the invalid provision, or application thereof, and to this end and the parties hereto agree that the provisions of this contract are and shall be severable.
LAW APPLICABLE
Each of the parties hereby knowingly, voluntarily and intentionally agrees that any actions of proceedings arising directly or indirectly in connection with, out of, related to or from this contract shall be litigated exclusively in Federal or State courts having suits within the State of Illinois, County of Kane. Each of the parties hereby irrevocably consents and submits to the exclusive jurisdiction and venue of any State or Federal court located within such county. Each of the parties hereby waives any right to transfer or change the venue of any litigation brought against it or by it in accordance with this contract.
INDEMNIFICATION AND RELEASE BY PURCHASER
Purchaser agrees to indemnify and hold CIF harmless from and hereby releases CIF from and against any and all liabilities, losses, damages including consequential damages, claims and expenses, including, without limitation, attorney’s fess, court costs, of every kind and nature relating to the goods. Purchaser shall forthwith, upon demand, reimburse CIF for amounts expended in connection with any of the foregoing, or pay such amounts directly.
COLLECTION
If any suit or action is instituted or attorneys are employed to collect any sums due and owing by Purchaser to CIF, Purchaser shall pay all costs and expenses incurred in connection therewith, including attorney’s fees and cost of collections. Purchaser hereby waives any right to trial by jury in any civil action, claim, counterclaim, cross-claim, third party claim, dispute, demand, suit or proceeding arising out of or in any way connected with the goods, the invoice or these terms and conditions or any of the obligations of the buyer hereunder, or any conduct of buyer or five continents relating thereto and any such action, claim, counterclaim, cross claim, third party claim, dispute, demand, suit or proceeding shall be tried before a judge and not before a jury.