Unless otherwise agreed in writing, or modified on the front side of this sheet, this invoice is subject to the following conditions:
1. The terms set forth herein control any disputes arising between Walker Forge, Inc and the buyer. The terms and conditions set forth hereon are non modifiable unless rendered to writing and signed by Walker Forge, Inc. Any conflicts between the terms on the buyers purchase order and the Walker Forge Inc.’s invoice shall be resolved in favor of Walker Forge, Inc.
2. The billing price will be the price in effect at time of shipment.
3. The quantity accepted by the Seller for production and delivery in one lot shall determine the Price Bracket upon which Billing Price will be based; unless any other disposition is specifically agreed upon by Customer and Seller.
4. Should the buyer authorize warehouse material for an order quoted on the basis of mill steel, prices quoted hereon shall be affected to the extent that the seller shall invoice the premium charge separately to cover the quantity of material purchased.
5. All claims involving either shortages, defective workmanship or damage must be made within 30 days from date of shipment and shall otherwise be waived.
6. Defective material shall be subject to inspection on the buyer’s premises, return of materials being subject to the seller’s authorization. Material proven defective will be replaced or credited, whichever the buyer elects, and the measure of credit shall not exceed the quoted price thereof. The only warranty that is given by the seller is to replace such material as proves defective in the hands of the original buyer, or at seller’s option allow credit for such material at its net invoice price; seller shall not be subject to any other or further liability, nor will any claims for labor or damages, either direct or consequential, be allowed by the seller; and all goods described on either seller’s acknowledgement or buyer’s purchase order to seller’s quotation form will be manufactured in accordance with the specifications indicated thereon, subject to seller’s standard manufacturing variations. No agent, employee, or representative of the seller has any authority to bind the seller to any affirmation, representation, or warranty concerning the goods sold under this agreement and unless an affirmation, representation, or warranty made by an agent, employee, or representative is specifically included in this agreement, it shall not be enforceable by the buyer.
THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILTY OR FITNESS, AND OF ANY OTHER OBLIGATION ON THE PART OF THE SELLER.
Any additional or different terms proposed by the buyer are rejected unless expressly agreed to in writing by the seller.
7. Forgings will be furnished with a natural drop-forged surface, without machine work unless specified, and within the tolerances for quantity, size and shape as specified in “Standard Practices and Tolerances for Impression Die Forgings” as adopted by the Drop Forging Association, February 11, 1937. A copy of these tolerances will be furnished to the purchaser by the seller without charge, upon application.
8. Additions of material for machine finish will be made only where specified by the purchaser.
9. Although it is the intention of the seller to charge only material which meets the terms of the contract, 100% inspection is not guaranteed. The purchaser has the privilege of asserting any claims under paragraphs 5 and 6.
10. Seller shall not be held responsible for delays caused by accident, strike, fire or other causes beyond the control of the seller.
11. Preparation charges are those required for the initial production of forgings, and their payment does not convey any title or right of possession. Such payment does convey the right of exclusive use of any special tools required and to their preservation and upkeep by the seller for two years only after the date of the last order requiring their use. Changes in design involving toolage will be quoted upon request.
12. All quoted prices are subject to the addition of any applicable sales or excise taxes levied by either state or federal authority.
13. No liability will be assumed by the seller for the infringement of any patent rights asserted because of the nature, structure or use of any products ordered by the purchaser and the purchaser agrees to hold the seller harmless against any such claim.