1. CONFLICT: Your purchase order is an offer to purchase and constitutes acceptance of the Terms and Conditions of HMS Systems, LLC (Seller) provided herein without exception. Any conflict between your purchase order and our Terms and Conditions, our Terms and Conditions will prevail.
2. GENERAL: Seller reserves the right to correct clerical and typographical errors, specifically including errors in quotation. Orders accepted by Seller can be cancelled, or specifications changed only with Seller's written consent and upon the condition that Buyer pay Seller reasonable cancellation charges. Any representation, warranty, course of dealing or trade usage not contained on referenced herein will not be binding on Seller. No modification, amendment, omission or waiver, or any other change will be binding on Seller unless assented to in writing by Seller's authorized representative.
3. ACCEPTANCE: A quotation is not an offer but may be considered an invitation for an offer by Buyer, such invitation is subject to change at any time, and any order by the Buyer is subject to acceptance by Seller.
4. CANCELLATIONS: In the event of Buyer's cancellation of order, the Buyer shall reimburse Seller for the work completed and work in process at the time of cancellation. This specifically includes charges incurred by Seller due to transportation, purchase of material, and paperwork charges normally incurred in the ordering process.
5. SELLER MAKES NO WARRANTY OF FITNESS FOR PURPOSE OR MERCHANTABAILITY AND NO OTHER WARRANTY, ORAL OR WRITTEN, EXPRESSED OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. In no event shall Seller be liable for any special, indirect, or consequential damages, relating directly or indirectly to the supply of goods hereunder. Where defective goods cannot be replaced or repaired by Seller's reasonable efforts, the parties will negotiate an equitable adjustment price. In no event shall Seller's liability to Buyer for any loss or damage arising our of or resulting from this agreement exceed the price of the specific goods which gives rise to this claim. This clause specifically excludes errors on the part of Buyer in the normal process of ordering, in which case goods may be returned only at the discretion of Seller.
6. DEFECTIVE PRODUCT: Any material or merchandise found, upon inspection, to be improperly processed by Seller may be returned on the following conditions: (1) Notice of defect is given in writing within seven days of receipt of material by Buyer. (2) We are given the opportunity to inspect the material prior to return. (3) Materials or merchandise are in the same condition as when originally shipped by Seller. No claims will be accepted if product has been altered in any manner (finish, drilling, etc.) even if product is stripped back to original finish. Processing or assembly of any such reject by Buyer or any other party shall constitute a waiver of any liability on Seller's part. It shall by the duty of the customer to inspect the merchandise immediately upon its arrival, and in any even, claims must be reported in writing prior to the time that any further processing, assembling, or any other work is undertaken.
7. HYDROGEN EMbr /ITTLEMENT: All electroplated parts are subject to hydrogen embrittlement regardless of processing designed to minimize the risk of such. The customer should test the product in assembly condition to full production for failure conditions inherent to the assembly or assembly environment. Any use of the fasteners constitutes acceptance of the product and warranties, implied or otherwise, shall become null and void.
8. UNPLATED PRODUCTS: Due to their nature, Seller cannot guarantee unplated parts will not rust.
9. DISPOSAL OF PRODUCT: Buyer will not dispose of defective product in any manner without prior written authorization from Seller. Buyer must make all claims within 14 days of receipt of material. Any product which is disposed of without prior written authorization from Seller, will be consider sold product and no credit will be issued to Buyer's account.
10. RETURNS: Seller will not accept return of any goods from Buyer without prior written authorization from Seller. Buyer must make all claims in writing within 14 days after receipt of material. All products being returned after receiving written authorization, must be returned in original cartons and must not have been altered in any manner. Seller will indicate on written return authorization a specific carrier to use to return subject parts. Seller will not be responsible for any freight/transportation charges if a carrier other than the one specified on the written authorization form from Seller is used by Buyer to return the subject parts.
11. SHORTAGE CLAIMS: No claims for shortage in weight or count will be allowed unless made in writing and presented or mailed within seven working days after receipt of material by Buyer. Notification of shortage must include Buyer's calculations of: (1) weight per carton, (2) pieces per carton, (3) total weight received, and (4) product lot number(s) from carton(s) or associated paperwork. No claims for shortage will be allowed for product drop shipped to anywhere other than Buyer's facilities.
12. TECHNICAL ADVICE OR OTHER ASSISTANCE: If Seller furnishes buyer with any advise or technical assistance pertaining to any goods supplied hereunder, or any system or equipment in which any such goods may be installed, the furnishing of such advice or assistance will not subject Seller to any liability, whether in contract, warranty, tort (including negligence), or otherwise. Seller takes no responsibility for performance of the goods supplied hereunder, when used in components, parts, or material not supplied by Seller, and Seller takes no responsibility for the suitability of Buyer's designs or installation procedures. In addition, Seller will not be responsible for specific applications without the prior written authorization of an officer of HMS Systems, LLC.
13. DELAY: Seller shall not be liable for delays or performance due to causes beyond Seller's reasonable control, including without limitation: Material from our suppliers, fires, strikes, shortages of labor or material, Government priority, or act of civil or military authority. In the event of such delay, there will be no termination and the date of delivery or of performance shall be extended for a period equal to the time of loss by reason of delay.
14. DELIVERY, TITLE AND RISK OF LOSS: Delivery dates are estimates and are based upon prompt receipt of all necessary information from Buyer. Delivery will be made and title will pass F.O.B. point of shipment to Buyer. Risks of loss or damage pass to Buyer on delivery to common carrier.
15. DISCLOSURE OF INFORMATION: Any information, suggestions, or ideas transmitted from Buyer to Seller in connection with the performance hereunder shall not be deemed a secret or confidential or submitted in confidence to Seller, except as may be specifically agreed to in writing by Seller.
16. PERMISSIBLE VARIATIONS: Seller will make a good faith effort to ship exact quantities of items ordered by Buyer. However, order shall be considered complete at Seller's discretion at a quantity variation of under five percent of items quoted as stock or factory stock, and plus or minus ten percent on production volumes or new manufacture. It is the responsibility of the Buyer to know if their order qualifies as production volume or stock/factory stock. If an exact quantity is required, Buyer must note this at the time of quotation.
17. AVAILABILITY OF STOCK/FACTORY STOCK ITEMS: All stock and factory stock is subject to prior sale unless specifically authorized in writing by an officer of Seller.
18. PRICES: Prices are subject to change without notice. All orders are accepted on the basis of price in effect at the time of shipment.
19. WARRANTY: Seller warrants the goods described herein against defects in material and workmanship for a period of thirty days after receipt of shipment. Seller's obligation under this warranty is limited to, at the Seller's option, replacement or refund of any goods which it determines to be defective with all necessary packaging, dismantling, assembly, and transportation costs to be paid by Buyer.