Agreement:
Seller agrees to provide the Goods or Services in accordance with the applicable purchase and with these Terms and Conditions (“Agreement”). Upon acceptance of a purchase order, shipment of Goods or Services, or services rendered, Seller shall be bound by the provisions of this Agreement, including all provisions set forth, unless Seller objects to such terms in writing prior to shipping Goods or Services. This Agreement may not be added to, modified, superseded or otherwise altered, except by writing signed by an authorized CMC representative.
Order of Precedence
These Terms and Condition of Sale take precedence over buyer’s additional or different terms and conditions, if any to which notice of objection is hereby given. Acceptance by buyer is limited to CMC’s Terms and Conditions of Sales contained herein. Neither CMC’s commencement of performance nor delivery shall be deemed or construed as acceptance to buyer’s additional terms or conditions. Buyers purchase of CMC products hereunder represent acceptance of these Terms and Condition of Sales and which constitutes the entire understanding between the parties and supersede any previous communications, representations, or agreements by either party, whether verbal or written, with respect to this matter.
Credit Policy:
Unless otherwise stated, standard terms are 2%10/NET 30 days from date of invoice. Past due invoices are subject to a late fee / finance charge of 18% APR.
Terms of Payment
Standard payment terms are net thirty (30) days from date of invoice on approved credit accounts. A 2% discount will be honored for payments made within ten (10) days from date of invoice. Invoices not paid within forty-five (45) days may result in buyer’s account being placed on credit hold. All invoices not paid within forty-five (45) days will result in late fees being charged to buyer’s account. Legal action for collection occurs at ninety (90) days past invoice date. Other terms of payment include; Pre-Paid, and C.O.D. Acceptance by buyer of material shipped or delivered by seller indicates buyer’s financial responsibility and willingness to pay in accordance with the terms indicated on each billing invoice, as well as buyer’s agreement to reimburse seller for any additional costs incurred in collecting past due invoices, including attorneys fees.
Shipment:
All orders are shipped FOB factory or other location designated by seller. Outbound freight charges for shipments are prepaid by seller and added to buyer’s invoice. Orders to be shipped insured must be noted on buyer’s purchase order and shipped on buyer’s freight account.
Taxes and Duties
Quoted prices do not include taxes or duties. Unless buyer supplies seller with tax exemption certificates acceptable to the taxing authorities, buyer shall pay any sales, use, excise or similar tax attributable to the sale of merchandise covered by sellers invoice. Buyer shall pay any duties or surcharges incurred on outbound shipments originating from the stated FOB point.
Governing Law:
This agreement shall be construed and controlled by the laws of the State of California, without application of its conflict of laws, provision, and the applicable laws of the United States of America.
Acceptance:
Seller reserves the right to refuse to accept any order. Acceptance of any order by seller is subject to the seller’s ability to obtain the required material and/or services to fulfill the order, regardless of sellers acknowledged receipt of buyer’s order.
Performance:
Seller shall not be liable for any failure or delay in performance under this agreement to the extent said failures or delays are proximately the result of cause beyond the seller’s control, including, without limitation; failure of suppliers, subcontractors, carriers, labor disputes, product allocations, material shortages, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government priorities, fire, strikes, quarantine restrictions, riots, acts of terrorism or war. Seller’s time for delivery or performance will be automatically extended by the period required to overcome such delay, or seller may, at its option, cancel any order in whole, or in part, without liability by giving notice to buyer.
Title and Risk
Unless otherwise specified in writing, seller retains title until payment is received in full. Irrespective of this provision, and the provisions concerning price and transportation charges, risk of loss or damage shall pass to buyer upon delivery of goods to buyer or to any contract or common carrier, whichever shall occur first. If seller assists buyer in processing claims against carriers, seller shall not incur any liability therefore.
Reschedule
All orders are Non Cancelable and Non Returnable (NC/NR). Any reschedule of an NC/NR part must be confirmed by seller and is subject to seller’s cancellation policy.
Cancellation
All orders are Non Cancelable and Non Returnable (NC/NR). Seller has a zero (0) day cancellation window. In the event that an order needs to be cancelled or rescheduled beyond 30 days, a cancellation charge may be assessed. The cancellation charge will be equal to the costs (if any) incurred by Seller in the procurement and manufacturing of the cancelled item. This shall include but not limited to materials, labor, and freight. Seller will do everything within its power to minimize such charges and may elect to waive any or all charges at its discretion.
Inspection and Acceptance of Merchandise
Buyer is responsible for evaluating received merchandise for final acceptance. All claims for damaged shipments must be made directly with the carrier. Seller must be informed of such claim being made within 36 hours of delivery. Damaged shipments should be held in the condition received until inspection by carrier can be performed. Claims for damaged shipments against carrier do not constitute a waiver against payment of seller’s invoice. Claims for incorrect shipments or omissions must be made to seller within 7 days of receiving merchandise.
Indemnification:
Buyer agrees to indemnify and hold harmless seller from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorney’s fees and litigation expenses) arising from or related to (i) the purchase, use and/or distribution of products supplied by seller in violation of the terms and conditions of this Agreement, (ii) the negligence or lack of due care by buyer, buyers customers, agents, employees or invitees, in whole or in part, and (iii) infringements of third party intellectual property or other proprietary rights arising from the use or distribution of supplied products by buyer, buyer’s customers, agents, employees in whole or in part.
Returns:
All orders are Non Cancelable and Non Returnable (NC/NR). NC/NR items cannot be returned unless specifically authorized by seller in writing. Items returned for any reason other than for a defect in manufacturing will be handled as a cancellation.
Limitation of Damages or Buyer’s Remedies:
CMC warrants those products assembled or customized by it against defects caused solely by faulty assembly or customization for 90 days after delivery. All other products, and the components and materials utilized in any assembled or customized products, are covered by, and subject to the terms, conditions, and limitations of the manufacturer’s standard warranty, which warranty is in lieu of any other warranty, express or implied, of or by CMC or the manufacturer. Customer’s exclusive remedy, if any, under these warranties is limited, at CMC’s election, to any either a refund of customer’s purchase price, or, repair by CMC or the manufacturer of any products found to be defective Customer acknowledges that except as specifically set forth or referenced in this paragraph, there are no representation or warranties of any kind, including without limitation any advertising materials, brochures or other sales literature, by CMC or any other person, expressed or implied, as to the condition or performance of any products including their merchantability, purpose or fitness of use CMC assumes no responsibility or liability whatsoever for manufacturer’s product specifications or the performance or adequacy of any design or specification provided to CMC by or on the customers behalf. Use of the customers part number on CMC documentation or on any products is for convenience only and does not constitute any representation by CMC with respect to the performance, specifications, or fitness of any part for any purpose.
Consigned Materials:
Merchandise supplied to seller for use in manufacturing sellers merchandise, either directly or indirectly, shall be the property of buyer, and buyer shall assume all risks and liability associated with such materials. Seller is not responsible for loss or shrinkage of consigned material in the manufacturing of said materials.
Suitability:
While seller may provide assistance in the suitability of merchandise for a particular application, it is solely up to the buyer to determine the suitability of the product in the application. All information provided by seller shall be checked, by buyer, for accuracy and acceptability in regards to the application. All claims of regulatory acceptance and/or approvals by third parties are deemed to be true and correct, and it is solely up to the buyer to determine the validity of such claims.
Last Updated 01/06