CableMaster Standard Terms & Conditions of Quotation and Sale
 
These Terms and Conditions of Sale and any quote submitted with these Terms and Conditions of Sale are between CableMaster Corporation (“Seller”) and the customer to which these Terms and Conditions of Sale and any quote are delivered (“Buyer”).
 
TERMS & CONDITIONS OF QUOTATION AND SALE
 
ACCEPTANCE  OF  BUYER'S  ORDER  IS  CONDITIONAL  ON  BUYER'S  ASSENT  TO  THE  TERMS  AND  CONDITIONS  PRINTED BELOW.  IF  BUYER  OBJECTS  TO  ANY  TERMS  BELOW,  SUCH OBJECTION  MUST  BE  IN  WRITING  AND  DELIVERED  TO  SELLER  WITHIN  A  REASONABLE  TIME, NOT  TO  EXCEED  TEN (10)  DAYS  OF  RECEIPT  OF  THIS  DOCUMENT.  FAILURE  TO  MAKE SUCH  A  TIMELY  EXCEPTION,  OR  ACCEPTANCE  BY  BUYER  OF  ANY  GOODS  DELIVERED  BY SELLER  HEREUNDER, SHALL  BE  CONCLUSIVELY  DEEMED  ASSENT  TO  THE  TERMS  AND CONDITIONS  BELOW.  SELLER'S  FAILURE  TO  OBJECT  TO  PROVISIONS  CONTAINED  IN  ANY COMMUNICATION  FROM  BUYER  WILL  NOT  BE  A  WAIVER  OF  THE  PROVISIONS HEREOF.

GENERAL PROVISIONS
Payment, Prices, and Offsets:  Prices for the product are as stated in the agreement. Unless otherwise indicated, Seller prices may be are subject to price adjustments based on fluctuation in raw material prices (+/- 5%).  Where Seller has extended credit to Buyer, terms of payment shall be one hundred percent (100%) due, net thirty (30) days from date of invoice. The amount of credit or terms of payment may be changed, or credit withdrawn by Seller at any time. If the goods are delivered in installments, Buyer shall pay separately for each installment. Payment shall be made for the goods without regard to whether Buyer has made or may make any inspection of the goods. Buyer will pay service charge on overdue accounts at a rate equal to the lesser of one and one half (1.5%) percent per month or the maximum amount allowable by applicable law.  Buyer acknowledges that at any time Seller may assign its rights to payment for goods sold hereunder to a third party. As such, Buyer shall not offset any amounts due to Buyer, or claimed by Buyer against amounts due in respect of any invoice submitted by Seller hereunder, except to the extent that Buyer’s basis for the offset relates directly to the specific goods and services covered by the related invoice. Accordingly, Buyer expressly waives any other rights to offset that it might otherwise have been able to assert.  

Taxes:  Purchase prices do not include any sales, use, or excise or similar tax, which shall be paid by the Buyer.

Delivery: Shipment and arrival dates specified are approximate only. Seller’s freight obligations are limited to shipping at a competitive rate and excess costs for freight, including handling, shall be at Buyer’s expenses.  Seller shall select the shipping method at its discretion unless otherwise expressly specified by Buyer.

Errors:  Seller reserves the right to make corrections in price quotations due to typographical, engineering or   other errors, or resulting from incomplete or inaccurate information supplied by Buyer.

Order and Blanket Order Policy: A Blanket Order is an agreement to purchase a specified number of products over a designated period of time. Pricing may be based upon the total quantity ordered. Once the Blanket Order is placed it cannot be canceled or returned. All blanket orders will be invoiced according to the shipping schedule. Established credit customers may enter into a “Blanket Order” agreement. Minimum order quantities may pertain to certain items.

Title and Delivery: All shipments of goods shall be delivered F.O.B. Seller's plant, and title and liability for loss or damage thereto shall pass to Buyer upon Seller's delivery of the goods to a carrier for shipment to Buyer, and any loss or damage thereafter shall not relieve Buyer from any obligation hereunder. Buyer shall be liable for costs of insurance and transportation and for all import duties, taxes and any other expenses incurred or licenses or clearance required at port of entry and destination. Seller may deliver goods in installments. Shipping dates are approximate only. Seller shall not be liable for any loss or expense, whether by way of contract or tort, (consequential or otherwise) incurred by Buyer if Seller fails to meet the specified estimated delivery schedule because of unavoidable production or other delays. If Buyer requests that Shipper postpone shipment and Seller stores the goods at its facilities for 30 days or more, Seller may invoice Buyer for storage at the rate of .5% of the invoiced amount per month. All provisions of hereunder apply to both domestic and international shipments..

Buyer’s Specifications: Buyer shall be solely responsible for ensuring that all specifications, drawings, information, advice, recommendations or requests provided to Seller by Buyer or any of its agents are accurate and suitable. Seller’s examination or consideration of any such specifications, drawings, information, advice, recommendations or requests shall not result in any liability on the part of Seller.

Lien: Buyer grants Seller as security for all debts, liabilities, and obligations, owing by Buyer to Seller. Whether under this agreement or otherwise, a lien and security interest in Buyer’s rights, title, and interest, in the goods and proceeds thereof, including without limitation any accounts receivable from the sale of Goods. Buyer authorizes Seller to file all UCC financing statements and other documents Seller may deem necessary to perfect the security interest granted herein.

Warranty: Seller warrants that the Goods will conform to the Seller’s standard specifications for such material, will be new, and will be free from defects in material and workmanship for a period not to exceed the lesser of one year the Goods are placed in service or 18 months from the date Seller shipped the Goods to the Buyer.   SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE

Contingencies and Force Majeure: Seller shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control either of Seller or Seller's suppliers, including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where Seller has exercised ordinary care in the prevention thereof. Seller may allocate production and deliveries among Seller's customers.

Severability of Terms:   If any phrase, clause or provision shall be declared void, the validity of any other provisions shall not be affected thereby.

Severability:  If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

Waiver:  No oral statements, recommendations or assistance given by a representative and/or distributor of Seller to Buyer or its representatives in connection with the use of the goods shall constitute a waiver by Seller of any of the provisions hereof, or affect Seller's liability herein.

Damages Amount Limitation: Other than as set forth in this Agreement hereof each party’s cumulative liability for damages to the other party for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including, but not limited to, negligence, shall be limited to the total contract price of the goods sold hereunder, plus or minus, as applicable, the amounts of all unpaid accounts payable and receivable between the parties, if any.

Changes: Any notice or instruction from the Buyer received subsequent to Seller's acknowledgment, including supplementary information contained in a confirming purchase order, which has the effect of changing the specifications, scope of work, or other terms, will be effective only upon an appropriate adjustment in the price and/or delivery date, and acceptance of any change by Seller in writing.

Applicable Law and Forum: The validity, performance and construction of this contract shall be governed by the laws of the state in which Seller resides, as shown on the face hereof and such state shall be the only jurisdiction in which any suit may be brought against Seller regarding any dispute arising out of this transaction.

Product Liability: Seller’s only obligation for products proven to be defective will be for replacement of defective products only. Seller gives no warranty; either expressed or implied, and specifically disclaims all other warranties, including warranties for merchantability and fitness for a particular purpose. By ordering products from Seller, Customer warrants and represents that it has or will conduct all necessary testing and investigation to ensure that all Seller parts function in the manner required and as designed by Customer. In no event shall Seller’s liability exceed the Customer’s purchase price, nor shall Seller be liable for any indirect or consequential damages. Seller shall not be required to replace any products determined by Seller to have been subject to misuse (including static discharge), neglect, accident or modification, or which have been soldered or altered during assembly and are not capable of being tested.

Entire Agreement: THESE TERMS AND CONDITIONS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SALE OF THE GOODS DESCRIBED ON THE FACE HEREOF, AND NO ADDITION TO OR MODIFICATION OF ANY PROVISION HEREIN SHALL BE BINDING UPON SELLER UNLESS MADE IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF SELLER LOCATED AT SELLER'S APPROPRIATE ORDER ENTRY LOCATION.