STANDARD TERMS AND CONDITIONS
1. Acceptance. SIFCO ASC hereby acknowledges that it has accepted CUSTOMER’s order but only on the express condition that CUSTOMER agrees to these Standard Terms and Conditions (“Terms and Conditions”). Notice of objection is hereby given to any terms or conditions appearing on the CUSTOMER’s purchase order, confirmation or other form which SIFCO ASC has previously received or subsequently receives which are additional to, different from, or in any way inconsistent with the Terms and Conditions hereof, and such terms and conditions shall not be binding on SIFCO ASC and shall not be considered applicable to the sale or shipment of goods or the performance of work hereunder. TERMS ADDITIONAL TO OR DIFFERENT FROM THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO TERMS CONTAINED IN CUSTOMER’S PURCHASE ORDER OR CUSTOMER’S STANDARD TERMS AND CONDITIONS OF PURCHASE, ARE DEEMED MATERIAL AND HEREBY REJECTED UNLESS OTHERWISE ACCEPTED BY SIFCO ASC IN WRITING.
2. CUSTOMER’s Assent to these Terms and Conditions. If the CUSTOMER will not purchase on the standard Terms and Conditions of sale contained herein, the CUSTOMER must have furnished a signed statement to that effect within five days from receipt of this Invoice or before shipment of goods hereunder, whichever occurs first. CUSTOMER’s failure to object within five days from receipt of this order acknowledgement, or any acceptance of goods by CUSTOMER or any payment by CUSTOMER of any part of the purchase price shall be deemed to be a waiver of: (i) any terms contained in any of CUSTOMER’s documents and/or (ii) any representation which negates, limits, extends or conflicts with this invoice form and shall signify CUSTOMER’s acceptance of all of these Terms and Conditions notwithstanding any acknowledgement by SIFCO ASC of CUSTOMER’s purchase order or other document provided by CUSTOMER.
3. Prices. All prices set forth are subject to change without notice, unless SIFCO ASC has expressly agreed in writing to price protection for a stated period.
4. Taxes. If SIFCO ASC is required to pay any federal, state, local, or other government tax or duty of any kind (other than taxes imposed on the net income of SIFCO ASC), it shall be added to the prices stated herein. CUSTOMER agrees to reimburse and save SIFCO ASC harmless from all such taxes or duties, including interest and penalties thereon, which at any time may be payable to any government unit with respect to the sale of any goods or performance of any work.
5. Credit and Payment. SIFCO ASC may, at its sole discretion, require CUSTOMER to submit satisfactory evidence of ability to pay, to provide adequate security for payment, or to pay cash before shipment or beginning work notwithstanding anything to the contrary contained in any blanket order or similar contract. All payments shall be in U.S. Dollars, without offset, back charge, retention or withholding of any kind. Interest will accrue on invoices unpaid after the net due date at the annual rate of 12% or the maximum legal contract interest rate, whichever is less.
Checks or payments, whether full or partial, received from or for the account of CUSTOMER, regardless of writings, legends or notations upon such checks or payments, or regardless of other writings, statements or documents, shall be applied by SIFCO ASC against the amount owing by CUSTOMER with full reservation of all SIFCO ASC’s rights and without an accord and satisfaction of CUSTOMER’s liability.
6. Freight and Handling Charges. Unless otherwise expressly agreed, all freight charges are the responsibility of the CUSTOMER and are subject to adjustments for actual cost incurred by SIFCO ASC. Special handling charges for rebottling and packaging of plating and preparatory solutions shipped by air in accordance with Department of Transportation regulations are the responsibility of the CUSTOMER.
7. Delivery. Unless otherwise specified, delivery will be FOB SIFCO ASC’s plant and CUSTOMER assumes all responsibility for risk of loss of, or damages to, any goods furnished hereunder upon delivery FOB SIFCO ASC’s plant.
8. Delays. If by reason of any contingency beyond SIFCO ASC’s control, including (but not limited to)
war, governmental requests, restrictions or regulations, fire, flood, casualty, accident, or other acts of God, strikes or other difficulties with employees, delay or inability to obtain labor, equipment, material and services through SIFCO ASC’s usual sources, failure or refusal of any carrier to transport materials, delay in transport thereof, or any other similar occurrence and SIFCO ASC is not able to meet the terms of this Agreement, SIFCO ASC may, in its discretion and without liability or prior notice to CUSTOMER, postpone the delivery dates under this document for a time which is reasonable under the circumstances.
9. Substitutes/Changes and Improvements. SIFCO ASC reserves the right to change or modify the design and the construction of any of its goods, or to substitute material equal or superior to that originally specified, unless limited to the contrary on the face hereof. Description of product specifications as stated herein may be only approximate and is therefore subject to revision by SIFCO ASC.
10. Termination, Cancellation, and Modification. Orders cannot be terminated, cancelled or modified, or shipment deferred after acceptance of CUSTOMER’s order by SIFCO ASC except with SIFCO ASC’s written consent and subject to conditions then agreed upon which shall indemnify SIFCO ASC against liability and expense incurred and commitments made by SIFCO ASC and which will provide for a profit on work in process, products or parts completed and ready for shipment and any other work completed in accordance with this order. SIFCO ASC shall be entitled to request reasonable assurances that CUSTOMER will accept and pay for any goods or work performed, including but not limited to requiring payments on account or in advance, if SIFCO ASC believes that CUSTOMER may not accept and pay for goods when delivered or work when performed. Until such assurances are received, SIFCO ASC shall be entitled to stop work in progress, stop work on goods, cancel any agreement to sell goods, sue for and recover the purchase price or any expenses incurred to the date of cancellation, resell goods to a third party, or exercise any other remedy available at law or in equity.
11. Claims. Claims for shortage of goods or for mistakes or errors in billing must be presented within
ten days from the date of receipt of goods and must state the packing slip number applicable to the claim. Any claim not so presented will be conclusively deemed waived.
12. Returned Goods. No goods may be returned without prior written approval in the form of a “Return Material Authorization (RMA)” by SIFCO ASC. Goods may be returned for credit if unused and in perfect condition, such condition to be solely based upon the opinion of SIFCO ASC. All returns are subject to a 25% restocking charge.
13. LIMITED WARRANTY. SIFCO ASC warrants that its products are free from defects in workmanship and materials for one year from the date of purchase. This express warranty is not applicable to failure of or damage to the products caused by mishandling and/or other abuse. SIFCO ASC warrants that goods are free from defects in workmanship and materials at the time of shipment.
SIFCO ASC warrants that SIFCO ASC conveys good title to any goods conveyed by this Agreement, although SIFCO ASC shall retain and is hereby granted by CUSTOMER a security interest in all goods sold until the purchase price is paid. CUSTOMER agrees to execute any other documents to perfect said security interest at the request of SIFCO ASC.
SIFCO ASC will, at its sole option, credit, repair or replace, goods supplied by SIFCO ASC which SIFCO ASC’s examination shall disclose to SIFCO ASC’s sole satisfaction are defective in workmanship or material and which SIFCO ASC determines meet the criteria specified in the first paragraph of this Article 13. Credit, repair or replacement will be preconditioned upon examination of the goods by SIFCO ASC and if requested by SIFCO ASC, return of the goods to SIFCO ASC at its direction and expense.
SIFCO ASC assumes no obligation or liability for any technical advice furnished to CUSTOMER, including without limitation technical advice with respect to the use of the Products or Service Items, all such technical advice being given and accepted at CUSTOMER’s risk. SIFCO ASC will not be liable for any damages of any kind arising out of or relating to the use of or the inability to use the information provided, including but not limited to any special, indirect, incidental or consequential damages including, without limitation, freight, cost of shipment, downtime, lost profits (whether direct or indirect), or lost sales, whether foreseeable or not, and even if SIFCO ASC has been advised of the possibility of damages.
SIFCO ASC SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONTINGENT DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN SIFCO ASC PRODUCTS OR FROM THE USE OF ANY DEFECTIVE PRODUCTS.
SIFCO ASC MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE NOR ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, SIFCO ASC EXPRESSLY DISCLAIMS ALL ORAL WARRANTIES AND WARRANTIES APPEARING IN SALES LITERATURE OR OPERATING MANUALS AND DOES NOT WARRANT THE ACCURACY OR SUFFICIENCY OF ANY ADVICE OR RECOMMENDATIONS GIVEN TO ANY CUSTOMER IN CONNECTION WITH SALE OF ANY PRODUCTS UNDER THIS AGREEMENT OR ANY PURCHASE ORDER.
14. Indemnification. CUSTOMER shall indemnify, defend and hold SIFCO ASC and its officers, directors and employees harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees and cost) of any kind or nature arising out of any third party claim or suits connected in any way with CUSTOMER’s purchase, use or sale of goods under this Agreement or otherwise, or any conduct, act, or omission of CUSTOMER.
15. Government Safety Standards. SIFCO ASC makes no representation of compliance with the regulations for standards issued by any government agency or of any other safety and health statutes, regulations or ordinances which may be applicable to these goods, except as otherwise specifically agreed to by SIFCO ASC in writing.
16. Fair Labor Standards. All goods covered by this Agreement will be produced in conformity with all applicable provisions of the Fair Labor Standards Act of 1938 as amended.
17. Disputes. These Terms and Conditions will be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Ohio. If a dispute arises between CUSTOMER and SIFCO ASC with respect to these Terms and Conditions or any purchase order and such dispute is not resolved within ten days following the date on which either CUSTOMER or SIFCO ASC gives written notice of such dispute to the other party, either CUSTOMER or SIFCO ASC may demand arbitration of the dispute, and upon such demand, CUSTOMER and SIFCO ASC will submit any and all disputes, claims or controversies arising out of or relating to these Terms and Conditions or any purchase order that are not resolved by their mutual agreement within ten days as provided above will be submitted to final and binding arbitration before the American Arbitration Association (“AAA”), or its successor in Cleveland, Ohio. The arbitration will be conducted in accordance with the provisions of AAA arbitration rules in effect at the time of filing of the demand for arbitration. Both CUSTOMER and SIFCO ASC are entitled to be represented by counsel at the arbitration hearing and the rights and remedies otherwise available to the parties, if established, under applicable federal, state or local law, will remain available in the arbitration proceeding. CUSTOMER and SIFCO ASC will cooperate with AAA and with one another in selecting an arbitrator from AAA’s panel of neutrals, and in scheduling the arbitration proceedings. CUSTOMER and SIFCO ASC covenant that they will participate in any arbitration which occurs pursuant to the agreement of the parties in good faith and share the costs of the arbitration proceeding equally.
During the course of arbitration, these Terms and Conditions and any open purchase order shall continue to be performed except for the part which CUSTOMER and SIFCO ASC are disputing and which is undergoing arbitration.
Any arbitration award or determination may be enforced by the federal courts of the United States of America or the courts of the State of Ohio in each case located in the city of Cleveland and county of Cuyahoga, and CUSTOMER and SIFCO ASC each irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees and expenses, including attorney’s fees, to be paid by the party against whom enforcement is ordered.
Anything contained herein to the contrary notwithstanding, any suit for injunctive or other equitable relief arising out of or based upon these Terms and Conditions, any purchase order, or the transactions contemplated by these Terms and Conditions or any purchase order may be instituted or enforced in any court or tribunal having proper jurisdiction.
18. Patents, Proprietary Designs and Trade Secrets. CUSTOMER is entitled to use and sell goods sold under this Agreement which are subject to patents owned, or controlled by SIFCO ASC or under which SIFCO ASC is licensed, but CUSTOMER is not thereby granted any right or license in the patents.
CUSTOMER shall respect and protect the confidentiality of any unpatented knowledge or information concerning SIFCO ASC’s products, methods, or manufacturing processes which SIFCO ASC may disclose to CUSTOMER incident to the use or manufacturer of goods covered by this Agreement.
19. Waiver. The waiver by SIFCO ASC of any breach under this Agreement shall not be deemed to be a waiver of any subsequent breach of a like or different nature.
20. Default. In the event the CUSTOMER becomes insolvent or makes a general assignment for the benefit of creditors or admits in writing its inability to pay debts as they mature or if a trustee or receiver of CUSTOMER or of any significant part of CUSTOMER’s assets is appointed by any Court or if a proceeding is instituted under any provision of the federal bankruptcy law or any state insolvency law by or against CUSTOMER and is acquiesced to or is not dismissed within thirty (30) days or results in an adjudication in bankruptcy or insolvency or if CUSTOMER fails, or appears to be unable, to perform any of its obligations in accordance with the Terms and Conditions of any contract between CUSTOMER and SIFCO ASC, then SIFCO ASC may (a) cancel any of CUSTOMER’s orders in whole or in part by written notice to CUSTOMER, (b) require CUSTOMER to make full payment to SIFCO ASC prior to shipment of any order in whole or in part, (c) declare any other obligations of CUSTOMER to SIFCO ASC immediately due and payable, and/or (d) institute collection proceedings in any court of competent jurisdiction.
21. Government Contracts. If CUSTOMER is purchasing the products or services for a government contract or sub-contract, CUSTOMER shall promptly notify SIFCO ASC of that fact and of any contractual terms from the government procurement laws and regulations that CUSTOMER is obligated to include in its contracts for such products or services. No government procurement provisions will be included in these Terms and Conditions unless agreed to in a writing signed by an authorized representative of SIFCO ASC.
22. Freight and Handling Charges for International Sales. In the event that any goods are to be shipped to destinations beyond the continental limits of the USA, all fees and expenses relating to export documentation, export packing, marking and/or importation into the country of destination shall be the responsibility of the CUSTOMER. SIFCO ASC will prepare consular documentation according to CUSTOMER’S instructions, but shall have no liability for any loss or expense arising therefrom.
23. Credit for International Sales. In the event goods are to be shipped to Destinations beyond the continental limits of the USA, then within 30 days after execution of this agreement, CUSTOMER shall obtain an irrevocable confirmed letter of credit from a financing agency of good international repute that is acceptable to SIFCO ASC. The letter of credit shall be in the amount of the contract price and shall name SIFCO ASC as beneficiary. The letter of credit shall be confirmed by the financing agency and shall not satisfy this Agreement unless so confirmed.
24. Export Compliance. CUSTOMER acknowledges that all products purchased or received from SIFCO ASC are subject to export control laws, restrictions, orders, rules and regulations of the USA and foreign agencies or authorities (collectively, “Export Laws”), including anti-boycott laws, the Foreign Corrupt Practices Act, and other anti-bribery laws. CUSTOMER represents and warrants that it will comply with all applicable Export Laws, and shall not export, divert, re-export, transship or transfer to any prohibited or embargoed country, restricted party or otherwise in contravention to such Export Laws. CUSTOMER represents and warrants that it is not on any restricted party list maintained by the U.S. Government and is not prohibited by applicable law from purchasing any products hereunder.
CUSTOMER shall be responsible for determining its compliance obligations, including obtaining any export licenses or approvals required by the U.S. Government or governments of other countries.
CUSTOMER acknowledges that it complies fully with all applicable U.S. Government anti-boycott laws and regulations, including adherence to reporting requirements and refraining from any prohibited boycott activity or agreement. CUSTOMER represents and warrants without limitation that in all undertakings, CUSTOMER will make no payments of money, or anything of value, nor will such be offered, promised or paid, directly or indirectly, to any foreign officials, political parties, party officials, candidates for public or political party office, to influence the acts of such officials, political parties, party officials, or candidates in their official capacity, to induce them to use their influence with a government to obtain or retain business or gain an improper advantage in connection with any business
venture or contract in which CUSTOMER is a participant.
25. Captions. The section captions herein are for reference only and shall in no way limit or define the meaning of the provisions hereof.
These Terms and Conditions are subject to change. CUSTOMER is advised to check this website regularly.