TERMS AND CONDITIONS
1. WARRANTY: Precision Cutting Tools warrants that all products sold hereunder shall conform to the applicable drawings and specifications and that such products shall be free from defects in material and workmanship for a period of one year following shipment by Precision Cutting Tools. In the event that any products are discovered not to conform to the applicable drawings and specifications, Purchaser shall give written notice to Precision Cutting Tools promptly upon the receipt of the goods. In the event that any of the products do not comply with the warranty against defects in material and workmanship, Purchaser shall give Precision Cutting Tools a reasonable opportunity to inspect the goods and may only return such products to Precision Cutting Tools upon the receipt of Precision Cutting Tools prior direction, at Purchaser’s expense and risk. Purchaser’s exclusive remedy for breach of warranties, to be determined by Precision Cutting Tools, at its options, shall be either (i) the replacement of the products with new products with the delivery of same, shipping charges prepaid, to purchaser or (ii) the receipt of full credit for the returned products plus shipping charges paid thereon by Purchaser. Precision Cutting Tools shall reimburse Purchaser for all shipping charges to Precision Cutting Tools with respect to defective products. If no defect in the returned products is found after inspection by Precision Cutting Tools, such products will be returned to Purchaser, at Purchaser’s expense. This warranty does not apply to defects not caused by Precision Cutting Tools (such as accidents, abuse, improper installation, misuse, etc.) nor to products on which the serial number, manufacture or shipment dates are altered or removed. THE WARRANTIES PROVIDED FOR HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH OTHER WARRANTIES ARE HEREBY DISCLAIMED.
2. Patents: Purchaser shall hold Precision Cutting Tools harmless against any expense for loss resulting from infringement of patents or trademarks arising from compliance with Purchaser’s designs, specifications or instructions. Except as provided in the preceding sentence, in the event that a claim is asserted against Purchaser alleging that any products or part thereof furnished hereunder constitutes an infringement of any United States patent, then if notified promptly in writing and given authority, information, and assistance, Precision Cutting Tools may at its sole option and expense, defend against such claim and pay all damages and costs awarded against Purchaser, subject to the limitations contained herein. In lieu of such defense, Precision Cutting Tools may, at its sole options and expense, either procure the right to continue using said product or parts of the Purchaser or replaced or modify the products or part so that it becomes non-infringing or remove said products or parts and refund the purchase price and transportation cost applicable thereto. In no event, however, shall Precision Cutting Tools be liable for Purchaser’s use of a product delivered hereunder which is covered by any adversely held patent. The foregoing states Precision Cutting Tools entire liability for patent infringement by products or part thereof.
3. OTHER CLAIMS: Purchaser agree to protect, defend, hold harmless and indemnify Precision Cutting Tools from and against any and all liability and expenses resulting from actual or alleged injury to person or property arising from the possession or use of any products delivered hereunder that is modified in any manner or arising out of the violation by such modified products of any statute, ordinance or administrative order, rule or regulation, Precision Cutting Tools shall defend any suit or proceeding brought against Purchaser so far as it is based on a claim that any product or part thereof proper use thereof made with Precision Cutting Tools designs and furnished pursuant hereto caused any injury to person or property, upon the condition that Purchaser shall promptly notify Precision Cutting Tools in writing and give Precision Cutting Tools authority, information and assistance (at Precision Cutting Tools expense) for the defense of the same, and Precision Cutting Tools shall pay all damages and cost awarded against Purchaser, subject to the limitations contained herein.
4. SHIPMENT: All shipments are F.O.B. Shipping Point. The methods and route of shipment are to be determined by Precision Cutting Tools unless Purchaser supplied explicit instructions. Risk of loss, title, and right of possession pass to Purchaser at the time delivery to a carrier. Prepaid shipments at Purchaser’s request will not affect the transfer of title. Failure to make one or more shipments shall not constitute cause for cancellation of Purchaser’s order.
5. TAXES: Applicable federal, state or local sales, excise or use taxes and duties are not included in the price but are Purchaser’s obligations unless Purchaser shall provide Precision Cutting Tools with a tax exemption certificate acceptable to the taxing authorities. This obligation shall survive the payment of the Purchaser’s invoice.
6. QUANTITY VARIATION: Precision Cutting Tools reserves the right to overship or undership up to ten percent (10%) per item based on normal manufacturing variations. Orders with shipments of ninety percent (90%) or more of the ordered quantity may at Precision Cutting Tools discretion, be considered complete and Purchaser shall be invoiced for the actual quantity shipped.
7. RETURN OF PRODUCTS: Non-standard items cannot be canceled or returned for exchange or credit. Standard items (at the time of purchase) may only be returned with Precision Cutting Tools Return Goods Authorization (RGA) and only for credit to purchase other Precision Cutting Tools products. Materials must be returned in their unbroken, original package and are subjected to Precision Cutting Tools inspection. Credit will be issued, less a 15% restocking charge, only after Precision Cutting Tools receives an offsetting purchase order. Returned materials must be carefully packed for shipment, freight prepaid by Purchaser, F.O.B. Precision Cutting Tools plant. Precision Cutting Tools will not be liable for any returned products which are damaged or lost while en route.
8. FORCE MAJEURE: Precision Cutting Tools shall not be liable for any delay in the performance of it obligations, or any failure to perform its obligation hereunder in the event that such delay or failure is due to a cause or circumstance beyond its reasonable control, including without limitations, acts of nature, acts of military authorities (whether official or unofficial), strikes or other labor disturbances (whether legal or illegal), flood or waste damage, fire, explosion, epidemic, embargo, disruption of shipping, war (whether declared or undeclared), accidents to machinery, inability to obtain necessary parts, priorities requested or required by an instrumentality of the United States Government or any state government restrictions imposed by any federal, states or municipal regulations (whether valid or invalid) or any other cause beyond Precision Cutting Tools control. Upon the occurrence of any such contingency, Precision Cutting Tools shall promptly notify the Purchaser of any delay or failure to perform which may be excused under this provision and shall further notify Purchaser of the date of resumption of performance as soon as practicable thereafter. In the event of any such delay, the time for performance shall be extended for a period equal to time lost by reason of the delay.
9. DELIVERY: Unless otherwise expressly stated, Precision Cutting Tools shall have the right to make delivery in installment. Each installment shall be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to pay for any installment when due shall excuse Precision Cutting Tools from making further deliveries on this or any other order from Purchaser unless Precision Cutting Tools received satisfactory assurance of payment. Any delivery accepted by Purchaser, even though made after the scheduled delivery date, shall constitute a good delivery and shall be paid for regardless of other controversies relating to other delivered or undelivered products. Precision Cutting Tools may recover all cost incidents to delays in shipment requested by the Purchaser, even though agreed to by Precision Cutting Tools.
10. TOOLING/DESIGN: This agreement does not convey any right, title, interest in or possession of any dies tools, gauges, fixtures, designs, drawings, software or any other item required to fill this order which is not sold and delivered with this order.
11. LIMITATION OF LIABILITY: Precision Cutting Tools shall not be liable for any loss, damage, cost or repair, injury to goodwill, incidental consequential or special damages of any kind whether based upon warranty, contract, negligence or strict liability, or in any manner arising in connection with the sale, use or repair of the products sold hereunder, Precision Cutting Tools liability, if any, shall never exceed the contract price for products alleged to be defective or to have caused damage of any kind.
12. PRECISION CUTTING TOOLS RIGHT OF POSSESSION: In addition to all other remedies, Precision Cutting Tools shall have the right, at any time, for credit reasons or because of Purchaser’s default or defaults to withhold shipments on whole or in part, to recall good in transit, to retake the same and to repossess all goods, which may be stored with Precision Cutting Tools for Purchaser’s account without the necessity of taking any other proceeding and Purchaser agrees that all products so recalled, retaken or repossessed shall become the absolute property of Precision Cutting Tools, provided that Purchaser is promptly notified of such action and is given full credit therefor.
13. INTEREST AND COLLECTION FEES: Interest will be charged on all past-due accounts at Precision Cutting Tools prevailing rates, not in excess of rates permitted by law. Any collection costs or fees incurred by Precision Cutting Tools to collect any past due accounts will be charged to the purchaser.
14. ATTORNEYS’ FEES. Purchaser shall reimburse Precision Cutting Tools for reasonable attorney’s fees necessarily incurred in order to enforce this agreement or any provision hereof or to secure cost and/or damages pursuant to any other remedy, legal or equitable, arising from Purchaser’s breach hereof.
15. MODIFICATION: This contract represents the entire agreement between Precision Cutting Tools and Purchaser and may not be modified or terminated orally. No claimed modification, termination or waiver of any of the provisions contained herein shall be valid unless in writing, signed by Precision Cutting Tools duly authorized representative
16. CHOICE OF LAW: This contract shall be governed by and construed according to the laws of the State of California.
17. PRICES: Prices quoted herein are in U.S. funds unless otherwise stated. F.O.B. Shipping Point. Prices shall remain unchanged for thirty (30) days from the date of this quotation: thereafter they are subject to change without notice at any time prior to the written acceptance of Purchaser’s order by Precision Cutting Tools home office, Santa Fe Springs, California
18. ACCEPTANCE: Neither Purchaser’s order and/or correspondence resulting therefrom, nor Precision Cutting Tools shipment of the products listed shall be an acceptance or confirmation of the term of Purchaser’s orders at variance with, or in addition to Precision Cutting Tools terms herein set forth. The issuance by Purchaser of said order shall be deemed Purchaser’s assents to the foregoing.
19. ESTIMATED DATE OF DELIVERY: The estimated date of delivery specified herein for specially made products is based on the production time required to process the order commencing with the date Precision Cutting Tools received the order or the approval drawings, which is later. All deliveries shown as stocks are subjected to prior sales.
20. DRAWING: Precision Cutting Tools will provide, upon request, Tooling Maintenance Drawings at no charge. Unless otherwise specified, they are provided on reproducible paper, formatted to Precision Cutting Tools standard drafting practices. Various electronic CAD formats are also available but may be subjected to an additional charge.
21. PATENT LICENSE: The purchase of this tool confers no license under any Precision Cutting Tools insert patent (where applicable) for the use of inserts not obtained from Precision Cutting Tools