Terms & Conditions

1. Entire Contract.
This Work Order contains all of the terms and conditions of Seller's agreement with Buyer. No other terms or conditions are valid unless they are in writing and signed by both Seller and Buyer. No changes to Buyer’s order will be accepted unless set forth in writing and signed by Seller.

2. Other Forms.
If another form of agreement is utilized, and unless it is expressly stated to the contrary in such form, all of the terms and conditions herein shall be deemed part of that agreement and shall prevail over any inconsistent provisions.

3. Security Interest and Right to Reclaim.
Seller expressly retains a security interest in the goods until paid in full. Buyer represents that they have not ceased paying debts in the ordinary course of business, that they can pay debts as they become due, and that they are solvent within the meaning of bankruptcy law. Seller reserves the right to reclaim the goods if this representation is false.

4. Bad Checks.
If Buyer pays by check and the check is dishonored by the bank, Buyer shall be liable to Seller for liquidated damages of $100 or, if higher, three times the amount of the dishonored check, up to a maximum of $1,500.

5. Risk of Loss.
Risk of loss shall pass to Buyer when the goods leave Seller's plant. Buyer agrees to insure Seller’s interest in the goods until Seller is paid in full.

6. Shortage.
All claims for shortages must be made within five (5) days after receipt of shipment.

7. Limited Warranty and Claims.
Seller warrants that its goods are free from defects. All claims for defective materials must be made in writing within ten (10) days from the date of shipment, or they are waived. Seller’s liability is limited to replacing the material or refunding the invoice value of the material sold. Except as provided herein, Seller makes no warranties or representations of any kind unless expressly set forth.

8. Delays.
Seller shall not be liable for any delay or inability to deliver goods caused by fire, casualty, accident, labor disputes, riot, war, governmental regulation, lack of transportation facilities, transportation delays, inability to secure specified materials, equipment, facilities, or labor through regular recognized channels, acts or failures to act by governmental bodies or agents, or any other cause beyond Seller’s reasonable control, whether similar or dissimilar to the foregoing.

9. Aircraft Use Indemnification.
Seller does not recommend the goods for use in any aircraft. Refer to the manufacturer’s design and use specifications. “Aircraft” as defined herein includes missiles, spacecraft, ground support equipment, control equipment, spare parts, and tooling used for their manufacture. Should the goods be installed or used in any aircraft as defined herein, Buyer shall defend, indemnify, and hold Seller harmless from any and all liability, loss, costs, attorneys’ fees, and expenses of any nature arising from such use. This indemnity shall survive delivery of the goods. Seller may require Buyer to defend any suits concerning the foregoing, regardless of whether such suits are justified.

10. General Indemnification.
Buyer shall defend, indemnify, and hold Seller harmless from any and all liability, loss, costs, attorneys’ fees, and expenses of any nature arising out of or related to:
(a) injury to or death of any person (including Buyer’s employees) or damage to any property, real or personal, tangible or intangible, arising from any act or omission of Buyer, Buyer’s agents, subcontractors, or customers, in connection with the use of goods obtained from Seller;
(b) Buyer’s or Buyer’s agents’, subcontractors’, or customers’ failure to comply with any federal, state, or local laws or regulations; and
(c) Buyer’s failure to perform under any contract, express or implied, with subcontractors, suppliers, customers, or employees.
This indemnity shall survive delivery of the goods. Seller may require Buyer to defend any suits concerning the foregoing, regardless of whether such suits are justified.

11. Insurance.
Buyer shall carry comprehensive general public liability insurance, including coverage for products and completed operations, with limits of not less than $1,000,000 for each occurrence for personal injury and property damage.

12. Actions.
If legal action is brought (a) by Seller to enforce any obligation of Buyer, or (b) against Seller on account of Buyer’s failure to perform any obligation herein, Buyer agrees to pay Seller’s costs and expenses incurred, including reasonable attorneys’ fees.