Terms and Conditions

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All orders are accepted subject to the following conditions unless otherwise agreed to by both parties in writing.

1. AGREEMENT AND LIMITATIONS

Unless otherwise agreed upon by the parties in writing, the only mode of acceptance of Buyer’s purchase order shall be through the written acknowledgement of the Seller, effective upon mailing. This writing shall constitute the entire agreement between the parties, and it shall be for the benefit of said parties only and not for the benefit of any other person. Any provisions contained in the Buyer’s order which are in any way inconsistent with, add to or differ from the terms and conditions herein shall not be binding upon the Seller. The rights and duties of the Buyer and the Seller shall be governed by the laws of the State of Massachusetts. Actions for damages resulting from breach of contract or otherwise must be commenced within the applicable statute of limitations.

2. PRICES

Prices quoted are valid for thirty (30) days from the date of quotation. Releases may be scheduled for delivery over a maximum of ninety (90) days from date of order unless otherwise agreed upon by both parties in writing. The prices contained herein are based on a continuous production of castings in the minimum quantities stated. A surcharge will be imposed where less than the original Purchase Order quantity is involved. Deliveries scheduled beyond six months from the date of the Buyer’s order may be affected by circumstances beyond the Seller’s control and therefore may require price adjustment(s).

3. TAXES

In addition to the prices quoted, the Buyer shall pay or reimburse the Seller for any tax or other governmental charge imposed upon the sale, production, delivery, or use of any of the items ordered to the extent required by law to be paid by the Seller unless valid exemption certificates are in the possession of the Seller before the date of its invoice.

4. CREDIT TERMS

Payment is due 30 days from date of invoice. Invoices delinquent beyond said 30 day period will carry interest at the rate of 2.75 APR of the entire unpaid balance. Seller may, at its option, require full or partial payment in advance or require the Buyer to provide Seller with reasonable credit security. If the Buyer’s financial conditions, including but not limited to insolvency and bankruptcy, prevent the Buyer from performing their obligations under this contract, the Seller may cancel any order then outstanding and receive reimbursement for reasonable cancellation charges including for amounts due under the contract, and to include any expense associated with any cause of action which results in damages being assessed, for court costs and reasonable attorneys’ fees.

5. TERMINATION OR MODIFICATION

An order once placed and acknowledged by Seller may be delayed, terminated, or otherwise modified only with the Seller’s written consent. The Buyer shall pay or indemnify Seller for all production and other costs incurred up to the date Seller accepts such delay, termination, or modification.

6. DEDUCTIONS

No deductions of any nature will be honored unless a credit memorandum covering the same has been previously issued by the Seller’s Accounting Department or otherwise authorized in writing.

7. DELIVERY

The items ordered shall be delivered F.O.B. the Seller’s foundry. Identification of goods to the contract shall take place and risk of loss shall pass to the Buyer upon delivery to a carrier. All shipments are insured at Buyer’s expense.

8. PRODUCTION AND SCHEDULING

Shipping dates are estimated and are based upon the Seller being promptly furnished with all information, including shipping instructions, necessary to enable it to proceed with processing the Buyer’s order. If no instructions are given, the method and route of shipment are at Seller’s discretion. In the event there is a delay in production, shipment or delivery for any reason caused by circumstances beyond the Seller’s control, the dates for delivery will be extended for a period equal to the time lost by reason of such delay. The Seller shall not be liable for any damages incurred by the Buyer as a result of a delay in or failure of delivery caused by circumstances that are not entirely within Seller’s control. In no event shall the Seller be liable for special, real, liquidated, or consequential damages.

9. QUANTITY

Buyer will accept and pay for over-runs or under-runs on any specific item up to an amount equal to 10 percent of the quantity ordered.

10. SAMPLES

Samples from new patterns may be submitted to the Buyer for approval before proceeding with production. When the Buyer has submitted conflicting models and prints, the model shall be followed. Castings made in accordance with approved samples will be considered as complying with Buyer’s specifications. The Buyer may not reject or revoke the acceptance of production quantities which are processed at its request prior to sample approval.

11. CASTINGS

Castings are sold with flash, fins and shifts removed and adjoining surfaces blended into adjacent surfaces. Ingates will be blended to adjacent areas unless specified otherwise. Gates and risers will be removed and surfaces will be blended. Additional grinding or snagging will be performed only when specified. The Seller may perform cosmetic welding on Buyer’s casting unless otherwise advised by the Buyer in writing.

12. PATTERN EQUIPMENT

Patterns, core boxes and fixtures which are exclusively used in processing the Buyer’s order shall be paid for by the Buyer and remain its property while in the Seller’s possession and control. Insurance on patterns, core boxes and fixtures is the responsibility of the Buyer. Buyer-supplied pattern equipment shall be in proper condition to produce the quantity and quality of castings agreed upon. Pattern equipment and loose pieces shall be marked properly for identification from the Buyer. All repairs and changes necessary to place equipment in proper condition shall be the Buyer’s obligation. All of the Buyer’s patterns, core boxes and fixtures in the Seller’s possession and control shall be maintained by the Seller in good operating condition. In the event normal wear or design changes require reconditioning or replacement of such patterns, core boxes and fixtures, the cost thereof shall be paid by the Buyer. In the event substantially larger quantities or higher monthly production rates are required, additional tooling may be necessary and will be paid for by the Buyer. In such event it becomes necessary for the Buyer to retrieve patterns, core boxes and fixtures, the Seller will remove gating system and the Buyer will be responsible for all shipping costs. Each pattern and associated tooling can remain stored with the Seller while it remains an active pattern. If no activity on the pattern equipment occurs over a period of three years, the pattern equipment will be returned to Buyer or destroyed.

13. GAUGES

Any special gauges or tools necessary for the inspection of any castings (other than standard inspection tools) must be supplied by the Buyer or constructed or purchased by the Seller at the Buyer’s expense.

14. ENGINEERING AND DESIGN

All changes in engineering or design shall be accepted by the Seller pursuant to the provisions of Paragraph 5. The Seller will not be responsible for conforming to any drawing change which is not also noted on the drawing as an engineering change.

15. EXCLUSIVE WARRANTY AND REMEDIES

The Seller warrants to the original Buyer only, that its castings have been made according to the specifications submitted by the Buyer and that the castings will be free from defects due to poor workmanship and defective materials under normal use. The Seller’s obligation under this warranty is strictly limited to either the repair, replacement, or allowance of credit for defective castings, as the Seller may choose in its absolute discretion, provided that:

 the Seller is notified in writing of the defect within twelve (12) months from the date of shipment;

 if necessary to determine root cause, the Seller be permitted to inspect the castings before the Buyer attempts to rework or further process the castings;

 the defects are not the result of the Buyer’s misuse, neglect, improper installation, repair, etc.

The maximum claims for damages for breach of warranty, including labor, further processing costs, and service failures may not exceed the original purchase price of the defective castings. The warranty extends only to persons who are not “consumers” as defined in .15 U.S.C. 2301. The term “original buyer” as used in this warranty shall mean the person to whom the product or parts are originally sold. IN NO EVENT SHALL SELLER BE LIABLE FOR, AND THE BUYER HEREBY ACCEPTS, ALL RISKS AND LIABILITY FOR CONSEQUENTIAL AND SPECIAL DAMAGES FOR OTHER EXPENSES, WHICH MAY ARISE IN CONNECTION WITH SUCH PRODUCT OR PARTS.

16. RETURNS

Requests to Seller for return of product must be made within twelve (12) months of shipment and require a Return Material Authorization (RMA) number from Seller Customer Service prior to returning product.

In order for Seller to process request and schedule carrier for pick up, Seller will provide the following information when making request: contact information, purchase order, invoice number, invoice date, Seller part number, serial or batch numbers, reason for return, and photos of defect.

The Buyer is responsible for providing return weight, dimensions, and packaging details to Seller Customer Service before returning casting(s). Seller will make shipping arrangements and will communicate arrangements to the Buyer. Any shipments not scheduled by Seller will be the responsibility of the Buyer.

Authorization of returns is at the sole discretion of Seller. Casting(s) will not be accepted by Seller if not accompanied by a valid RMA number, which must be clearly marked on the outside of the package. Casting(s) returned to Seller without an

RMA are unauthorized and will be sent back at Buyer’s expense. Acceptance of the returned casting(s) by the Seller’s Receiving personnel will not be binding unless acceptance is made by the Seller in writing.

All RMA numbers expire thirty (30) days after issuance, therefore all return casting(s) must be received by Seller within the thirty (30) day timeframe, otherwise casting(s) will be refused.

Once returned and dispositioned, credit will be given for casting(s) rejected due to foundry defects. Credit or order replacement will be given and transportation allowed for actual weight of returned casting(s). Seller is not responsible for machine work, welding, inserts or chills furnished by Buyer, labor charges or any other losses or damage caused by defective casting(s). Credit for returned merchandise will be applied to the Buyer’s account only after confirmation of receipt and disposition.

Seller will be responsible for the shipping costs for returning replacement, repaired, or reworked casting(s) back to the Buyer. However, if the returned casting is found not to be defective, Buyer may be responsible for shipping costs to return casting to Seller, and will be responsible for shipping costs to return casting to Buyer.

17. PUBLICITY

Unless otherwise agreed, the Seller reserves the right to have its trademark appear on each casting and to use the casting for display or advertising purposes.

18. PATENTS

Buyer shall hold Seller harmless and indemnify Seller for any expense or loss resulting from infringement of patents or trademarks arising from compliance with Buyer’s designs, samples, drawings, and/or specifications not or hereafter forming a part of this contract.

19. WAIVER

Both Seller and Buyer hereto agree that failure of either party to insist on any one or more instances upon strict performance of any one of the terms of the provisions of this Agreement to exercise any option to make any election herein contained or provided for shall not be construed as a waiver of relinquishment of the future of any such term, provision, option or election and the same shall continue if full force and effect. No modification or waiver of any of the terms of this Agreement shall be valid unless in writing and executed with the same formality as this Agreement. Waiver by the seller for any portion of this agreement shall be misinterpreted as a waiver of any remaining terms and conditions of this agreement.

20. SEVERABILITY

Nothing contained herein shall be construed to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, government regulation or ordinance contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event, the provisions of this Agreement affected shall be curtailed and restricted only to the extent necessary to bring them within legal requirements. If any provision of this Agreement is deemed unlawful, the remainder of the Agreement shall remain in full force and effect.

 

21. ARBITRATION

Any controversy or claim arising out of or relating to this acknowledgement or any breach thereof, shall be settled in accordance with the Rules of the American Arbitration Association and judgment upon the award my be entered in any court having jurisdiction thereof.

THE ABOVE WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON SELLER’S PART, AND SELLER NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF SELLER’S PRODUCT OR PARTS. SELLER MAKES NO WARRANTY WHATSOEVER IN RESPECT TO ACCESSORIES OR PARTS NOT SUPPLIED BY IT. THIS WARRANTY SHALL APPLY ONLY WITHIN THE BOUNDARIES OF THE CONTINENTAL UNITED STATES.