Hibshman Screw Machine Products
ACCEPTANCE OF TERMS – If we have previously received a purchase order or other document from you that limits acceptance to its terms or states that our acknowledgment, shipping of material, commencing work, or other act or failure to act constitutes acceptance of an offer on the terms of your purchase order or other document, this invoice or any other responding document we have sent is not intended to be, nor shall it be deemed an acceptance of your offer. Rather, this invoice or other responding document is intended to be a counteroffer, and it will be deemed accepted by you when you accept shipment of any of the goods described herein. We hereby object to any term contained in any document sent by you if that term is different from or in addition to the terms herein.
PAYMENT - Unless otherwise specified on the face of this document, the terms for payment are net 30 days from the date of this invoice. All accounts not paid within 30 days shall bear interest at the rate of 1-1/2% per month on the past due amount.
PATENT INFRINGEMENT – If any of the goods are to be furnished to your specifications, you agree to indemnify Hibshman Screw Machine Products, Inc., its successors and assigns against all liabilities and expenses resulting from any claim of infringement of patent in connection with the production of such goods.
RIGHT TO INSPECTION – You have the right to inspect all goods covered by this invoice before delivery is considered complete. Such inspection may take place only at the delivery address shown on the face of this invoice. If you reject any such goods, such goods shall be immediately returned to us. You will not be charged for goods properly rejected as nonconforming under this agreement. In the event you are to be charged for goods which were improperly rejected under this agreement, you will be notified immediately by telephone or facsimile transmission in an effort to arrange a new shipping date.
WARRANTIES – We warrant that all goods covered by this invoice, at the time of shipment by us, conform to any specifications set forth on the face hereof. WE DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO GOODS SOLD OR SERVICE RENDERED, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. YOU AFFIRM THAT YOU HAVE NOT RELIED UPON THE SKILL OR JUDGMENT OF US OR ANY OF OUR AGENTS, EMPLOYEES OR REPRESENTATIVES TO SELECT OR FURNISH GOODS FOR ANY PARTICULAR PURPOSE, AND THE SALE IS MADE WITHOUT ANY WARRANTY BY US THAT THE GOODS ARE SUITABLE FOR ANY PARTICULAR PURPOSE.
BOTH PARTIES AGREE THAT YOU WILL HAVE THE RIGHT TO EXAMINE THE GOODS BEING SOLD, OR TO REFUSE TO SO EXAMINE, AND WE DISCLAIM ALL WARRANTIES AS TO THE GOODS WITH REGARD TO ANY DEFECT WHICH COULD HAVE BEEN DISCOVERED BY YOU IN AN INSPECTION.
EXCLUSIVE REMEDY – Your exclusive remedy for breach of this agreement as to any goods, and our only liability for any such breach, will be replacement or repair of the goods, or refund of the purchase price, at our option. Our obligation hereunder shall not extend to any goods that, in our judgment, have been affected by damage or wear resulting from operations performed after the sale, or from misuse, abrasion, corrosion, negligence, accident, tampering, faulty installation, inadequate maintenance, damage or casualty. In order to exercise this remedy, you must give us written notice of the defect within forty-five (45) days after delivery. This exclusive remedy shall not be deemed to have failed so long as we are willing and able to replace defective goods or refund the purchase price within ninety (90) days after our receipt of our notice; UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY OTHER DAMAGES, INCLUDING ANY DIRECT OR CONSEQUENTIAL DAMAGE OR LOSS, ARISING FROM CONTRACT, TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOSS OR DAMAGE TO BUILDINGS, CONTENTS, PROPERTY, PRODUCTS OR PERSONS. You must immediately discontinue use of any item claimed to be defective. No charge for labor or other expense required to repair any defective goods or occasioned by them will be allowed.
TECHNICAL ADVICE – None of our agents, employees or representatives have any authority to bind us to any affirmation, representatives or warranty other than those stated herein. Unless an affirmation, representation or warranty is specifically included or referred to herein, it shall not be enforceable against us. Specifically, any technical advice furnished by us with regard to the use of our goods or materials is given without charge, and we assume no obligation or liability for the advice given or the results obtained. All such advice is given and accepted at your risk.
ALLOCATION OF RISK – Any risk associated with the goods being sold hereunder rests with us up to the time of delivery of the goods to you or to a common or contract carrier for delivery to you. Thereafter, such risk is with you, including any risk associated with goods thereafter returned to us. However, after you have returned such goods to us and we have received such goods, any risk associated with those goods reverts to us.
CLAIMS – If any goods received by you are damaged, or if the quantities received by you do not agree with the quantities indicated on the shipping documents, no claim may be made against Hibshman Screw Machine Products, Inc., unless you note an exception on your receipt to the carrier, and within fifteen (15) days after delivery, furnish us with detailed written information as to such damage or shortage. With respect to any other claims, you must advise us promptly, in writing, within forty-five (45) days of delivery. No goods will be accepted for credit or replacement unless we are given a reasonable opportunity to inspect the goods.
LIMITATION OF ACTIONS – No action may be brought against us for any breach of this agreement, including breach of any warranty contained herein, more than one year after the delivery of the goods covered by this invoice.
FINAL AGREEMENT – This document is intended to be the final and complete expression of the agreement between the parties. No subsequent modification or amendment to this agreement shall be valid unless it is in writing and signed by all parties to this agreement. This agreement shall be interpreted according to and
governed by the laws of the State of Michigan.
