STANDARD TERMS AND CONDITIONS OF SALE
1. Applicability. These terms and conditions (“Terms and Conditions”) govern the sale of products (“Product” or “Products”) and provisions of services (“Services”) by SIFCO ASC (“SIFCO ASC”). These Terms and Conditions take precedence over any conflicting terms and conditions of the customer (“Customer”), to which notice of objection is hereby given. Neither SIFCO ASC’s commencement of performance or delivery shall be deemed or construed as acceptance of Customer’s supplemental or conflicting terms and conditions. Customer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein. These Terms and Conditions are subject to change without notice. CUSTOMER is advised to check this website regularly.
2. Prices. The prices for the Products or Services are as specified on the quote. All prices are subject to change without notice, unless SIFCO ASC has expressly agreed in writing to price protection for a stated period.
3. 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 pricing for Products or Services. 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.
4. 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 payment shall be in U.S. Dollars, without offset, back charge, retention or withholding of any kind. Payment may be made by check, money order, credit card, or wire transfer (all fees are borne by the Customer), and is due net thirty (30) days from the date of invoice, without offset or deduction. On any past due invoice, SIFCO ASC may impose interest at a rate of one and one half percent (1.5%) per month. In the event of default by Customer, SIFCO ASC shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.
Any dispute over an invoice must be presented to SIFCO ASC in writing within ten (10) days from the date of receipt of Products or Services, and Customer must state the packing slip number applicable to the claim. Any claim not so presented will be conclusively deemed waived.
5. Shipment, Title, and Terms of Acceptance.
- Shipment. SIFCO ASC will package Products for domestic shipment in accordance with standard commercial practices. Unless otherwise specified, shipment of all Products will be FOB SIFCO ASC’s plant, and Customer assumes all responsibility for risk of loss of, or damages to, any Products furnished hereunder. Any 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. In the event that any Products 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.
- Title to Products; Risk of Loss. Title to and all risk of loss concerning the Products passes to the Customer upon delivery to a common carrier, or to any private carrier designed by Customer, for shipment to Customer. Customer’s rejection of any Products shall not shift such risk until the Products are returned to SIFCO ASC, freight prepaid, pursuant to SIFCO ASC’s written authorization.
- Delivery Schedule. Any delivery dates specified in a purchase order are estimates only based on prevailing conditions as of the date executed, and SIFCO ASC’s failure to meet the same shall not be deemed a breach.
- Inspection and Acceptance. Customer shall inspect all shipments upon arrival and shall notify SIFCO ASC in writing of any shortages or other failure to conform to these Terms and Conditions which are reasonably discoverable upon arrival.
6. Returns. No Products may be returned without prior written approval in the form of a “Return Material Authorization” (RMA) by SIFCO ASC. Products 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 twenty-five percent (25%) restocking charge.
7. Limited Warranty. SIFCO ASC warrants that its Products are free from defects in workmanship and materials for one (1) year from the date of purchase. This express warranty is not applicable to failure of or damage to the Products caused by mishandling, modification, use for a purpose not originally intended, and/or other abuse. SIFCO ASC warrants that its Products are free from defects in workmanship and materials at the time of shipment.
SIFCO ASC warrants that SIFCO ASC conveys good title to any Products conveyed by these Terms and Conditions, although SIFCO ASC shall retain and is hereby granted by Customer a security interest in all Products 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, Products 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 Section 7. Credit, repair or replacement will be preconditioned upon examination of the Products by SIFCO ASC, and if requested by SIFCO ASC, return of the Products 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 any Services, 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 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 OR SERVICES UNDER THESE TERMS AND CONDITIONS OR ANY PURCHASE ORDER.
8. Limitation of Liability. Customer shall not be entitled to, and SIFCO ASC shall not be liable for, loss of profits or revenue, promotional or manufacturing expenses, overheads, business interruption cost, loss of data, removal or reinstallation costs, injury to reputation or loss of buyers, punitive damages, intellectual property infringement, loss of contracts or orders or any indirect, special, incidental, exemplary or consequential damages of any nature, arising directly or indirectly from any defect in SIFCO ASC Products or Services or from the use of any defective Products. Customer’s recovery from SIFCO ASC shall not exceed the purchase price paid for the affected Products or Services irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise.
9. 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 Products or Services under these Terms and Conditions or otherwise, or any conduct, act, or omission of Customer.
10. Export Control/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 further 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.
11. Force Majeure. 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 these Terms and Conditions, 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.
- Termination by Customer. Customer cannot terminate, cancel, modify, or defer shipment of any order after SIFCO ASC’s acceptance.
- Termination by SIFCO ASC. In addition to any other remedies that SIFCO ASC may have, SIFCO ASC may terminate these Terms and Conditions with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under these Terms and Conditions and the failure continues for five (5) days after Customer’s receipt of written notice of non-payment; (b) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings related to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Further, SIFCO ASC may declare any obligations of Customer to SIFCO ASC immediately due and payable, and/or institute collection proceedings in any court of competent jurisdiction.
13. Changes. SIFCO ASC reserves the right to change any of its Services, change or modify the design and the construction of any of its Products, or substitute material equal or superior to that originally specified, unless limited to the contrary on the face hereof. Any descriptions of Product specifications as stated herein may be only approximate and are therefore subject to revision by SIFCO ASC.
14. Intellectual Property. CUSTOMER is entitled to use and sell Products sold under these Terms and Conditions that are subject to patents owned, or controlled by SIFCO ASC or under which SIFCO ASC is licensed. However, the sale of any Products or Services will not confer upon Customer any license, express or implied, under any patents, trademarks, trade names, or other proprietary rights owned or controlled by SIFCO ASC, its affiliates, or suppliers. It is specifically understood and agreed that all rights are reserved to SIFCO ASC, its affiliates, or suppliers. Without limiting the foregoing, Customer will not, without SIFCO ASC’s prior written consent, use any trademark or trade name of SIFCO ASC in connection with any of the Products or Services.
15. Confidentiality. All non-public, confidential or proprietary information of SIFCO ASC, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, that SIFCO ASC discloses to Customer, whether disclosed orally or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with these Terms and Conditions is confidential, and may not be disclosed or copied unless authorized in advance by SIFCO ASC in writing. Upon SIFCO ASC’s request, Customer will promptly return all documents and other materials received from SIFCO ASC. SIFCO ASC will be entitled to injunctive relief for any violation of this Section 15, without having to post bond or establish the insufficiency of a remedy at law. This Section 15 does not apply to information that: (a) is in the public domain, (b) is known to Customer at the time of disclosure; (c) is rightfully obtained by Customer on a non-confidential basis from a third party; or (d) is required to be disclosed pursuant to a court of law.
16. Compliance. 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 any Products or Services pursuant to these Terms and Conditions, except as otherwise specifically agreed to by SIFCO ASC in writing. All Products and Services covered by these Terms and Conditions will be produced in conformity with all applicable provisions of the Fair Labor Standards Act of 1938, as amended.
17. 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.
18. Governing Law, Venue, and Dispute Resolution. 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 (10) 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.
- These Terms and Conditions, along with the quote and any purchase orders, constitute the entire agreement between the parties and supersede all existing agreements, and all other oral and written communications between them concerning its subject matter.
- SIFCO ASC may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or the performance of Services or assign the right to receive payments, without Customer’s consent. Customer may not assign these Terms and Conditions, or any of its rights or obligations herein without the prior written consent of SIFCO ASC.
- No addition to, or modification of, these Terms and Conditions shall be binding upon SIFCO ASC, and SIFCO ASC shall not be deemed to have waived any provision of these Terms and Conditions, except pursuant to a written document signed by a duly authorized officer of SIFCO ASC.
- The waiver by SIFCO ASC of any breach under these Terms and Conditions shall not be deemed to be a waiver of any subsequent breach of a like or different nature.
- If any provision of these Terms and Conditions is held to be unenforceable by final order of any court of competent jurisdiction, that provision shall be severed from these Terms and Conditions, and shall not affect the interpretation or enforceability of the remaining provisions of these Terms and Conditions.
These Terms and Conditions are subject to change. CUSTOMER is advised to check this website regularly.