Terms & Conditions of Sale
1. All orders by the entity shown on the reverse side of this quote ("Customer"") are subject to approval and acceptance by the home office of Filtertek Inc. ("Filtertek"") in Hebron, Illinois. Any errors are subject to correction.
2. Acceptance of orders, whether oral or written, is based on the express condition that Customer agrees to all of the terms and conditions contained herein. Acceptance of delivery by Customer will constitute Customer's assent to these terms and conditions represent the complete agreement of the parties, and no terms or conditions in any way adding to these terms and conditions, modifying, or otherwise changing the provisions stated herein shall bind Filtertek unless made in writing and signed and approved by an officer or other authorized person at the home office of Filtertek in Hebron, Illinois. No modification or addition of any terms will be effected by Filtertek's shipment of goods following receipt of Customer's purchase order, shipping request or similar forms containing printed terms and conditions that are additional, conflicting or inconsistent with the terms herein. Any such additional, conflicting or inconsistent terms are expressly objected to and rejected.
3. All prices are FOB, Filtertek's manufacturing plant, unless otherwise specified, and are subject to adjustment without notice, to Filtertek, Inc.'s prices in effect at the time of shipment. Customer is responsible for transportation costs and the filing of any freight claims. Any increase in transportation rates or any changes in routing resulting in an increase in transportation costs shall be paid and borne by Customer; prices include domestic packaging only, charges for export packing shall be for the account of the Customer.
4. Payment Terms are NET 30 days on parts. On tooling/automation payment terms are ⅓ with order, ⅓ on tool completion, and the balance NET 10 days after sample approval. Terms are from date of invoice. Filtertek reserves the right to withhold shipment of production parts until full payment for tooling or for any other outstanding amounts is received. Filtertek may, in addition to any other remedy available under applicable law, charge Customer interest at the lesser of the rate of one and one half percent (1 ½%) per month or the highest rate allowed by applicable law for amounts not paid within the foregoing terms.
5. Filtertek shall not be liable for delays in shipment or default in delivery for any cause beyond Filtertek's reasonable control including, but not limited to, government action, shortage of labor, raw material, production or transportation facilities, labor difficulty involving employees of Filtertek or others, fire, flood or other Acts of God. In the event of any delay within Filtertek reasonable control, Filtertek shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Customer of any goods shall constitute a waiver by Customer of any claim for damages on account of any delay in delivery of such goods.
6. All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority upon sale, use or transportation of any goods, covered hereby, shall be paid and borne by Customer.
7. Delivery of goods by Filtertek to carrier shall be deemed delivery to Customer and thereupon title to such goods and risk of loss or damage, shall be Customers. Any claim by Customer against Filtertek for shortage or damage occurring prior to such delivery must be in writing within five (5) days after receipt of shipment and accompanied by original transportation bill signed by carrier noting that carrier received goods from Filtertek in the condition claimed.
8. All goods sold by Filtertek are warranted to be free from defects in material and workmanship for a period of sixty (60) days after shipment.
THE FOREGOING LIMITED WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
Filtertek shall not be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sales, handling or use of the goods, or from any other cause relating thereto. Filtertek's liability hereunder in any case is expressly limited to the replacement (in the form originally shipped) of goods not complying with this limited warranty, or at Filtertek's election, to the repayment of, or crediting Customer with, an amount equal to the purchase price of such goods, whether such claims are for breach of warranty, negligence, or otherwise.
Any claim by Customer with reference to the goods sold hereunder for any causes shall be deemed waived by Customer unless submitted to Filtertek in writing within sixty (60) days from the date of Customer's receipt of the goods. Any action for breach of contract by Customer, in any manner whatsoever, must be commenced within one (1) year after the date of shipment of the goods.
9. Filtertek reserves the right to ship the goods C.O.D. or to require payment for any shipment hereunder in advance, or satisfactory security, if the financial responsibility of Customer becomes unsatisfactory to Filtertek in its reasonable discretion. If Customer fails to make payment in accordance with the terms of this agreement or fails to comply with any provision hereof Filtertek may, at its option, (and in addition to all other remedies) cancel any unshipped portion of this order. Customer to remain liable for all unpaid accounts.
10. Filtertek will use all reasonable efforts to comply with Customer's requests as to method of shipment, but Filtertek reserves the right to use an alternate method of transportation or route of shipment if substantial delay might otherwise occur. In such cases Filtertek will notify Customer of such changes as soon as reasonably possible. All parcel shipments will be insured at Customer's expense unless otherwise specified.
11. Goods cannot be returned, and orders once accepted cannot be cancelled, without Filtertek's prior specific written consent. Goods authorized for return and/or Filtertek approved cancellation orders shall be subject to handling, restocking and/or cancellation charges which may include, among other things, lost profits.
12. Waiver by Filtertek of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right which may be exercised at any subsequent time.
13. Any contract, or dispute thereunder, arising out of this transaction shall be governed by the law of the State of Illinois. Any dispute hereunder shall be resolved by, and venue shall lie in, the state and federal courts located in the State of Illinois.
14. Tooling/automation charges include only a portion of material, labor costs and for engineering services incurred by Filtertek. Tooling is to remain in the possession of Filtertek for use in Customer's production requirements and maintained in a serviceable condition.
14a. It is understood that production tools will wear out with usage. Major maintenance, repair, and replacement of such tools shall be the sole financial responsibility of the Customer. Once the tooling has been approved the quality of the finished part shall be monitored by Filtertek according to its quality assurance procedures. As the tooling wears out, part quality will necessarily degrade. It is the sole responsibility of Customer to determine when the part quality is unacceptable for Customer's application for the parts. It is the joint responsiblity of the Customer and Filtertek to communicate the on-going status of the quality of the subject parts, and if necessary, redefine or re-negotiate the manufacturing process and its associated costs to keep the part quality to the specifications required by the Customer.
14b. Tooling not used for a period of one year will be considered obsolete and subject to disposition at the discretion of Filtertek. If Filtertek is required to store, without use, said tool(s) longer than the one year period, then a retroactive monthly storage charge shall be applied not to exceed $250 per month. We are not liable for damage or loss of tools due to fire or causes beyond our control.
15. Customer will indemnify and hold Seller harmless against any loss, cost, or expense of any kind (including without limitation attorneys fees and expenses) arising from or incurred in connection with any claims by third parties of infringement of patents, designs, copyrights, trade names, or other intellectual property with respect to products manufactured wholly or partially to Customer's designs and specifications.
15a. Filtertek is the sole owner of many patents and substantial proprietary process technology which may be used in the production process for the products being quoted. The use of these patents or proprietary processes in these products in no way grants the Customer any rights in or rights to use these patents or proprietary processes for any other production.
16. Because of the nature of the product, in making materials to Customer's specifications it is impossible to produce the exact quantity ordered and it is therefore agreed that shipment of ten (10) percent over or under the amount specified shall be accepted by Customer as fulfilling Customer's order.
17. All quotes are submitted based upon the design drawings, materials, performance specifications, quality expectations, validation approval processes, and packaging as submitted in writing by Customer in Filtertek's possession on the date of quote. Any changes to the above will require revision of cost and/or expected delivery of tooling and parts.
18. In the normal course of manufacturing of the products contained in this quote, certain proprietary and sensitive information will be shared with the customer through Filtertek's representatives. This shall in include, but not be limited to designs, processes and proposed pricing. The Customer hereby agrees to hold this information in the strictest confidence and shall not be released in whole or part to any 3rd party without Filtertek's express written consent.