TERMS AND CONDITIONS of SALE
Effective January 1, 2021
These Terms and Conditions apply to all quotations and proposals covering all Purchase Orders accepted by NORTHFIELD PRECISION INSTRUMENT CORP. (“Seller”) and to all products sold by Seller. The term “Buyer” as used in these Terms and Conditions means – and is limited to — the original purchaser of the products as designated on the purchase order between Seller and Buyer (“Purchase Order”) and not to any successors or assigns of the Buyer. There are no understandings or agreements between Seller and Buyer outside of the Purchase Order and the written proposal, quotation or order, as governed by these Terms and Conditions, and no changes, additions or modifications in these Terms and Conditions shall be binding on Seller unless agreed upon in writing by Seller.
ACCEPTANCE BY SELLER:
Acceptance of all proposals and quotations set forth in any and all Purchase Orders can only be performed by the Seller through its corporate headquarters in Island Park, New York. Purchase Orders and changes, additions and modifications to Purchase Orders are not binding until accepted in writing by the Seller.
The payment terms for the purchase of all products sold to Buyer from Seller shall be as expressly set forth in the Purchase Order and the written proposal, quotation or order, and as governed by these Terms and Conditions if Buyer’s credit is approved by Seller, unless other arrangements are clearly agreed upon in writing by Buyer and Seller.
Once accepted by Seller, Buyer is prohibited from cancelling the Purchase Order in whole or in part without the express written consent of Seller. Seller shall have the absolute and sole right to cancel and refuse to complete any order if either: i) At any time all terms and conditions governing the order are not strictly complied with by Buyer; or, ii) At any time Buyer becomes bankrupt or insolvent. In any case where cancellation in whole or in part may be acceptable to Seller, such cancellation shall be subject to payment by Buyer of cancellation charges as determined solely by the Seller. All cancellation charges shall be payable net thirty (30) days after date of invoice.
The shipping date shown on quotations and order acknowledgments is an estimate only and may be subject to further revision, from time to time after an order is accepted, by Seller. The shipping date may also be subject to delays resulting from such circumstances, including, but not limited to, the following events:
a. Untimely receipt from Buyer of final specifications, including those for equipment, test materials, etc.
b. Changes in specifications from those on which Seller’s quotation was based.
c. Engineering changes requested by Buyer after receipt of order by Seller.
d. War, riots, strikes, fires, serious accidents, delay in receipt of parts or material from supplier or vendor, national disaster, governmental regulations, force majeure, or other causes beyond Seller’s control.
Seller reserves the right at its sole discretion to make early shipment and delivery of any product on any order.
Title and possession of products shall not pass to Buyer unless and until full payment has been received by Seller. The terms of any express warranty contained herein shall not extend to any products purchased hereunder unless and until payment in full has been received by Seller.
Notwithstanding Seller’s retention of title to products delivered to Buyer, Buyer will assume all freight charges, handling charges, and risks of transportation, including, but not limited to, damage, injury, and loss once products have been passed onto a common carrier. In the absence of specific instructions, Seller reserves the right to specify the routing of all shipments. Until title passes to Buyer as provided by and set forth in these Terms and Conditions, Buyer agrees that it shall not pledge, hypothecate, encumber or in any way have a lien placed upon any of Seller’s products.
Buyer shall use and shall require its employees to use all safety devices, guards, and proper, safe operating procedures as set forth in manuals and instruction sheets furnished by Seller. Buyer agrees to indemnify and hold Seller harmless from any claim, cause of action, liability or obligation incurred to persons injured directly or indirectly in connection with the operation of Seller’s products due to Buyer’s failure to comply with the obligations described in the preceding sentence. Buyer’s failure to follow the safety manuals, operating procedures and instruction sheets shall void any and all warranties extended to Buyer.
MATERIAL RETURNS AND RESTOCKING CHARGES:
No material or item may be returned without Seller’s prior written approval. In the case of returns at Buyer’s request (without fault on the part of Seller), a restocking charge, as determined by Seller, shall be deducted from any credit issued. All material or items must be returned not later than ninety (90) days after receipt by Buyer. Any special or custom chucks, items, materials or products are not returnable.
Seller reserves the right to change specifications and construction of products without notice and without obligation to make such changes on similar models previously shipped.
Prices contained in published price lists are subject to change without notice.
Prices contained in individual written quotations or proposals are firm only for a period of thirty (30) days from the date of quotation or proposal. Beyond the thirty (30) day period, the prices are subject to change and inquiries should be made to Seller to verify their validity.
Prices do not include any federal, state, or local taxes measured in whole or in part by the amount of any sale hereunder except as specifically stated in the invoice. All such taxes are the sole responsibility of Buyer. Seller shall have the right at any time to bill Buyer separately for any such tax Seller may be called upon to pay.
All prices are F.O.B. Island Park, New York, unless otherwise agreed upon in writing.
Products delivered hereunder are guaranteed to be free from defective material and workmanship for ninety (90) days from date of delivery when given normal, customary and proper usage by Buyer and in accordance with any directions or instructions by Seller. Alteration of or tampering with products delivered shall void this warranty. Loss or damage to products which are used with any defective device, chuck, materials or goods not supplied or manufactured by Seller shall invalidate this warranty. In addition, Buyer acknowledges and agrees that Seller shall not be held liable for any loss, cost, damage or expense suffered or incurred by Buyer or any employee, representative or agent of Buyer due to Buyer’s use of such products with any defective device, materials or goods not supplied or manufactured by Seller. Notice of any claimed defect must be given to Seller in writing within thirty (30) days after discovery of any claimed defect. Seller’s obligation shall be limited to delivering to Buyer, F.O.B. Seller’s plant, replacements of any products or parts, or repairing such products or parts, during the warranty period which are found defective by Seller’s inspection. Any goods sold by Seller, but not of Seller’s manufacture, shall not be guaranteed or under any warranty by Seller in any way, but Seller assigns any warranties made to Seller with respect to such goods to Buyer to the fullest extent permitted by law. No products shall be returned to Seller except on Seller’s specific instructions and no claim will be honored unless and until Seller has been given a reasonable opportunity for inspection on site and to examine the claimed defective condition. The determination of Seller’s representative shall be final and dispositive. Seller assumes no responsibility for reimbursing repair or replacement costs incurred without Seller’s prior written authorization or prior to any determination of Seller’s authorized representative. Seller assumes no liability for the installation cost of repaired or replacement parts. All costs of packing and shipping defective parts and/or replacement of repaired parts shall be paid solely by Buyer.
IN NO EVENT SHALL SELLER’S LIABILITY UNDER THIS WARRANTY EXCEED THE PURCHASE PRICE PAID FOR THE DEFECTIVE PRODUCTS. THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY EXCLUDED. SELLER SHALL HAVE NO LIABILITY WHATSOEVER IN ANY EVENT FOR PAYMENT OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RESULTING IN PERSONAL INJURY. Any action for breach of this warranty or other action under this contract must be commenced within ninety (90) days after receipt by Buyer of the product claimed to be defective or else be barred entirely.