Terms of Sale
All sales by Western Fastener are subject to the following terms and conditions. No changes or additional or different terms will be part of any contract unless approved by us in writing.
Prices
Our prices do not include freight, duties or any sales, use, excise, value-added or similar taxes, and where applicable, such charges will be billed as separate items and paid by you. Our prices are subject to change without notice, unless otherwise stated in our written quotation.
Quotations
Unless otherwise stated, all quotations expire thirty days from the date of issuance and may be withdrawn prior to your written acceptance, subject to the minimum lawful period. Errors or revisions in quotations are subject to correction at any time.
Payment
You agree to pay invoices within 30 days from our invoice date, unless otherwise approved by us in writing. Any order from you represents that you are solvent. If we believe that your financial condition requires it, we reserve the right to require full or partial payment prior to manufacture or shipment. If you fail to make any payment when due, (1) we reserve the right to suspend performance and (2) you agree to pay a charge on the amount past due at the rate of 1 1/2% per month (18% per year) or the maximum lawful rate, whichever is less. In the event of non-payment, you agree to pay us reasonable attorney's fees and court costs, if any, incurred by us to collect payment and interest charges.
Title and risk of loss or damage
All sales are f.o.b. point of shipment, and thereafter you take title and responsibility for risk of loss or damage.
Interpretation responsibility
We do not guarantee that the goods provided by us conform with your or your customer's plans and specifications, unless specifically agreed in writing. Our offer to sell goods is based upon our interpretation of the plans and specifications. It is your responsibility to ensure that the goods conform.
Delivery
Delivery dates given in advance of actual shipment are approximate and not guaranteed. We reserve the right to make partial deliveries. Delivery of 10% more or less than the quantity ordered shall constitute fulfillment of the order and shall be accepted and paid for by you. Claims for shortage must be made within 10 days.
Excusable delays
We shall be excused from performance when, and to the extent that, such performance is delayed or prevented due to causes beyond our reasonable control. These causes include, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by the manufacturer, or any other commercial impracticability. In the event of any such delay, the date for our performance shall be extended for a period equal to the time lost by reason of delay.
Limited warranty
We warrant that all goods and/or services covered by the service were produced/performed in compliance with the Fair Labor Standards Act of 1938 as amended. We will use our best efforts to obtain from each manufacturer, in accordance with the manufacturer's warranty, the repair or replacement of goods that may prove defective in material or workmanship. This is your exclusive remedy. Except as to title, THERE ARE NO OTHER WARRANTIES, EITHER WRITTEN OR ORAL, IMPLIED OR STATUTORY. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
Limitations of damages
Our total liability and the liability of our suppliers to you, your customers or to any other person, relating to this contract, its performance or non-performance, or from the use of the goods furnished, is limited to the price of the goods giving rise to the claim. Except as to title, all such liability shall terminate at the end of the manufacturer's warranty period. Neither we or our suppliers shall, in any event, be liable for any special, incidental, consequential or penal damages including, but not limited to the following: back charges; labor costs; costs of removal, replacement, testing or installation; loss of efficiency; loss of profits or revenues; loss of use of the products or any associated products; damage to associated products; lateness or delays in delivery; unavailability of products; cost of capital; cost of substitute products, facilities or services; downtime; or claims from your customers or other parties to you or directly to us for such damages.
Hazardous business
Unless otherwise agreed in writing, goods sold under this contract are not intended for use in connection with "safety-related" applications within any nuclear facility or any other hazardous activity such as aircraft, space exploration or other critical applications where failure of a single component could cause substantial harm to persons or property. We disclaim any liability if our standard commercial products are used in any such applications.
Government contracts
If you purchase products for sale to any U.S. Government, state or local government agency, you are responsible to notify us of all government procurement conditions applicable to the sale when you request our quotation. We will review the conditions and advise you of our ability to comply.
Exports
If you export any of the goods sold hereunder, it is your responsibility, not ours, to comply with all U.S. export control rules and regulations and we cannot be named as shipper or exporter of record.
Cancellation
Orders accepted by us may not be cancelled unless you agree in writing to pay us cancellation charges, if any, and you indemnify us against any and all losses.
Assignment
Any assignment of the contract will be void without the other party's prior written consent, which will not be unreasonably withheld.
Returned goods
Goods may not be returned without our prior written consent and may be subject to a return charge. All claims must be made within 30 days of delivery. Product must be returned in its original packaging and shipped prepaid.