Terms and Conditions of Sale
- ACCEPTANCE. This proposal does not constitute an offer but is an invitation to the Buyer to place an order; the invitation shall be open for thirty (30) days. All orders are made subject to final written acceptance by Syntec Technologies. (hereinafter referred to as “Seller”) at 515 Lee Road, Rochester, NY 14606.
THE TERMS AND CONDITIONS HEREIN SHALL APPLY TO AND GOVERN BUYER’S ORDER, AND IN CASE OF ANY INCONSISTENCY BETWEEN THESE TERMS AND CONDITIONS AND BUYER’S ORDER, THE TERMS HEREIN SHALL PREVAIL.
- DELIVERY. The quoted delivery date is our best estimate based upon present scheduling requirements and may be deviated from, without liability, by a reasonably longer period at Seller’s discretion due to manufacturing contingencies. Seller shall not be liable for failure to deliver on any specific date or dates or within any specific period of time in the event of hardship or causes beyond its control including, but not limited to, acts of God or the public enemy, government orders, restrictions or priorities, fires, floods, strikes, or other work stoppages, accidents, catastrophes, war conditions, riot or civil commotion, labor, material and/or transportation shortages, legal interferences or prohibitions, embargoes, defaults or delays of subcontractors and suppliers, or similar or different causes which render performance or timely delivery difficult or impossible; and, in such event Seller shall not incur or be subject to any liability whatsoever. Buyer shall not by reason of any such cause, have any right of cancellation, nor any right to suspend, delay or otherwise prevent Seller from manufacturing, shipping or storing for Buyer’s account any material or other goods purchased hereunder, nor to withhold payment therefore. Buyer’s acceptance of delivery shall constitute a waiver of any claim for delay.
If goods ready for shipment on or after the scheduled delivery date cannot be shipped because of Buyer’s request or for any other reason beyond Seller’s control, payment shall be made within thirty (30) days after Buyer has been notified that the same are ready for shipment, unless otherwise agreed in writing between Buyer and Seller. If at any time shipment is deferred or delayed, Buyer shall store the same at Buyer’s risk and expense and, if Buyer fails or refuses to store the same, Seller shall have the right to do so at Buyer’s risk and expense.
- FREIGHT/RISK OF LOSS. Unless otherwise indicated, all shipments are made F.O.B. place of shipment and Buyer agrees to pay all charges for transportation, including insurance. Buyer assumes all risk of loss and damage from the time the goods are deposited with the carrier.
- INSPECTION/REJECTION. Buyer shall have thirty (30) days from the date of shipment to inspect and either accept or reject. If goods are rejected, written notice of rejection and the specific reasons therefore must be sent to Seller within such thirty (30) day period after receipt. Failure to reject goods or to notify Seller of errors, shortages, or other non-compliance with the Agreement within such thirty (30) day period shall constitute irrevocable acceptance of goods and admission that they fully comply with the Agreement.
- NON-RECURRING EXPENSE (NRE), DEFINITION/PAYMENT. Whenever used in the Seller’s quotation, acknowledgement or other communication, NRE is defined as a one-time Buyer borne cost for (a) the modification or adaptation of tooling to allow manufacturing to Buyer’s exact requirements, or (b) the analysis and precise definition of the Buyer’s requirements. Buyer shall further pay for any necessary repairs or replacements to tools after tool life has expired as specified by Seller.
At such time the Non-Recurring Expenses are specified by the seller, Buyer shall pay according to the terms of the Purchase Order.
- PRICES AND TAXES. Orders are accepted on the basis of prices listed. Any added expense incurred by the Seller because of delays in receipt of details, specifications, or other pertinent information, or because of changes requested by the Buyer shall be chargeable to the Buyer and payable upon invoice.
The Buyer in addition to the purchase price shall assume and pay any and all sales, use, excise, license, property, and/or other taxes and fees together with any interest and penalties if thereon and expenses in connection therewith growing out of, relating to, affecting or pertaining to, the sale of the property, service or other subject matter of this order, and Buyer shall indemnity Seller and save and hold Seller harmless from and against any claim, demand, or liability for such tax or taxes, interest or penalties thereon and any expense in connection therewith.
- PAYMENT TERMS. Items ordered will be billed as shipments are made and payment to seller shall be net cash in United States funds, thirty (30) days from date of shipment of Seller, unless otherwise specified in writing. No cash discount will be allowed. If manufacture or shipment is delayed by Buyer, payment of percentage of completion (based on contract price) shall become immediately due.
- LATE CHARGE. If invoices are not paid when due, Buyer agrees to pay late charges on the unpaid delinquent balance at the rate of 1 % per month.
- COST OF COLLECTION. Buyer agrees to pay any and all cost including but not limited to, reasonable attorney’s fees equal to 25% of any amounts owed Seller in the event Seller must refer Buyer’s account to an attorney for collection or enforcement of any of the terms and conditions of sale.
- WARRANTY. SELLER MAKES NO WARRANTY OF FITNESS FOR PURPOSE OR MERCHANTABILITY AND NO OTHER WARRANTY ORAL OR WRITTEN, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. THE PROVISIONS AND SPECIFICATIONS ATTACHED HERETO ARE DESCRIPTIVE ONLY AND ARE NOT TO BE UNDERSTOOD AS WARRANTIES. SELLER’S WARRANTY SHALL NOT APPLY IF PERSONS OTHER THAN THE SELLER HAVE WITHOUT WRITTEN CONSENT OF SELLER PERFORMED ANY WORK OR MADE ANY ALTERATION IN THE GOODS SUPPLIED BY SELLER.
SELLER SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PROFITS OR OTHER ECONOMIC LOSS, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL DAMAGES ARISING FROM THE LOSS OF PRODUCTION OR OTHER DAMAGES OR LOSSES OWING TO THE FAILURE OF SELLER’S GOODS OR THE SUPPLY BY SELLER OF DEFECTIVE GOODS, OR BY REASON OF ANY OTHER BREACH OF THIS CONTRACT BY SELLER. BUYER HEREBY WAIVES ANY RIGHT TO DAMAGES IN THE EVENT IT RESENDS THIS CONTRACT FOR BREACH OF WARRANTY. THIS WARRANTY EXTENDS ONLY TO THE ORIGINAL BUYER, NO SUBSEQUENT BUYER OR USER IS COVERED.
- INDEMNIFICATION. Buyer agrees to indemnify Seller and save it harmless from and against any claim, demand or liability arising out of or in connection with the sale of the goods by the Seller or the use of the goods by the Buyer and this includes but is not limited to damage to property or persons.
Buyer agrees to defend at its expense any suit against Seller respecting infringement (including contributory infringement) of any United States or patent covering all or part of the goods furnished under an order, its manufacture and/or its use and will pay costs, fees and/or damages awarded against Seller for such infringement by any final count decision.
- PROPRIETARY DATA. All specification and technical material submitted by Seller and all inventions and discoveries made by Seller in carrying out any transaction based thereon are the property of Seller and are confidential and shall not be disclosed to or discussed with others. All such specifications and technical material submitted with this order or in carrying out any transaction based hereon shall be returned to Seller on demand. Descriptive matter furnished with this order is not binding as to the detail unless certified correct by Seller in acknowledging an order relating thereto.
- AGREEMENT MODIFICATIONS. No statement subsequent to the acceptance of this order purporting to modify the said terms and conditions shall be binding unless consented to in writing by a duly authorized Officer or Manager of Seller.
- CANCELLATION AND BREACH. This order shall not be countermanded, cancelled or altered by the Buyer or otherwise cause the work or shipment to be delayed, except with the written consent and upon the terms and conditions approved by the Seller in writing. Such consent will be granted, if at all, only upon the condition that Buyer shall pay Seller reasonable cancellation charges which shall include compensation for the costs incurred, overhead and lost profits. In the event that the Buyer cancels this contract without Seller’s written consent or breaches this contract by failing to adhere to Seller for breach of contract and shall pay Seller’s damages resulting from such breach including, but not limited to, lost profits, direct and indirect damages, costs incurred, and attorney’s fees. If Buyer is in default under this or any other contract with the Seller, or if Seller at any time shall not be satisfied with the financial responsibility, Seller shall have the right without prejudice to any other legal remedy to suspend deliveries hereunder until such default or condition is remedied.
- PLACE OF CONTRACT. Any contract arising out of the placing of any orders and the acceptance thereof by Seller, shall be a New York contract and shall be interpreted and administered for all purposes under the law of New York State. The State of New York is hereby designated at the place of trial for any action or proceeding arising out of or in connection with this agreement.
- LIMITATION OF ACTION. Any action by the Buyer against the Seller for the breach of this contract will be barred unless commenced within one year after the date of delivery or invoice, whichever is earlier.
- MISCELLANEOUS. Terms concerning delivery and materials are subject to government.