Standard Terms and Conditions of Sales as Seller
1Seller shall not be bound or obligated to any order, goods or services of Buyer until Seller officially acknowledges to Buyer in writing of receipt and confirmation of Buyer’s intent and all information of Buyer’s requirements, including; supplier sources, Buyer’s supplied materials, drawings, specifications, tooling, proprietary information or materials and Buyer’s financial solvency.
2Seller will build buyer’s products to buyer’s specifications. Determination of the suitability of the material to the use contemplated is the user’s responsibility.
3Minimum Order. Seller’s minimum orders that will be accepted and release to production and / or services is $1,000. Minimum order dollar amount is negotiable.
4If applicable, due to unexpected market conditions, raw material of copper, PVC plastics, Plasticizers, and components made from copper and zinc fluctuate beyond our control. When this occurs, our invoice to you will include a surcharge to cover the difference in the price quoted and the time in which the order is shipped.
5Buyer Supplied Material. Orders that requires Buyer to supply materials to Seller, Buyer will schedule its materials, components or tooling to be received by Seller three-to-four (3 to 4) weeks prior to Seller commencing work on the order. All Buyer’s supplied materials are to be sent to Seller in clearly marked packages, accompanied with packing slip of items or components.
BUYER’S PACKING SLIP IS TO INCLUDE:
1. reference to Buyer’s Purchase Order,
2. reference to Seller’s Sales Order,
3. number of packages Buyer is sending to Seller,
4. complete description, reference documents, drawings, specification sheets of materials or components,
5. material is to be kitted in like kits and material grouping,
6. Buyer is to supply to Seller enough material to complete the order, an attrition amount equal to five percent (5%) is to be sent to Seller to allow for manufacturing efficiencies,
7. Buyer’s supplied material is to be free of defects,
8. Buyer supplied materials that are received or result in Seller’s production shortages,
9. Buyer agrees to pay Seller the entire order amount.
BUYER’S PACKING SLIP IS TO INCLUDE:
1. reference to Buyer’s Purchase Order,
2. reference to Seller’s Sales Order,
3. number of packages Buyer is sending to Seller,
4. complete description, reference documents, drawings, specification sheets of materials or components,
5. material is to be kitted in like kits and material grouping,
6. Buyer is to supply to Seller enough material to complete the order, an attrition amount equal to five percent (5%) is to be sent to Seller to allow for manufacturing efficiencies,
7. Buyer’s supplied material is to be free of defects,
8. Buyer supplied materials that are received or result in Seller’s production shortages,
9. Buyer agrees to pay Seller the entire order amount.
6Shipping allowances and prices are subject to change by Seller with a 30 day notice. Increases in labor, freight and material costs before completion of contract plus applicable overhead may be invoiced to Buyer. Premium time as required by Buyer will be invoiced as and extra item. Any and all applicable fuel surcharges shall be added to the price quoted for the goods which are subject of this order (or proposal) and shall be invoiced to Buyer as an extra item. All deliveries by DSM&T trucks with orders under $2,500 will be charged $100. and orders and deliveries over $2,500 will be charge $75.
7Delivery or Performance. Unless otherwise specified on the face hereof, all deliveries are FOB point of shipment. Shipment will be made in accordance with instructions issued by Seller. Upon delivery of goods to carrier, Buyer assumes risk of all loss and damage resulting from any cause whatsoever. Shipping, delivery or performance dates are approximate and are not guaranteed. Seller reserves the right to ship and invoice for a quantity of goods which may vary up to ten percent (10%) over or under the quantity specified and Buyer agrees to accept delivery and pay for such revised quantity and consider the shipment to be complete. Partial deliveries shall be accepted by the Buyer and paid for at contract prices and terms.
8Force Majeure. Seller shall not be liable for any delay or other failure of performance due to causes beyond its reasonable control including without limitation, acts of God; acts of Buyer; acts of military or civil authorities; government regulations, orders, directives and / or restrictions; fire or other casualties; strikes; lockouts; weather; epidemic; war; riot; delays in transportation or car shortages; or inability to obtain necessary labor, materials, components, equipment, services, energy or utilities through Seller’s usual and regular sources at usual and regular prices. In any such event Seller may, with notice to Buyer, at any time and from time to time without further liability to Buyer, (a) postpone its performance under this contract, (b) make partial performance or cancel all or any portion of this contract, or (c) allocate available quantities among its customers in any manner which Seller deems reasonable. Cancellation of any part of this contract shall not affect Seller’s right to payment for performance of any other part hereof.
9All of the materials and / or equipment furnished hereunder are furnished by suppliers to Seller and therefore are warranted by Seller only to the extent of the original manufacture’s express warranty to Seller. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR PURPOSE AND SUPERSEDES AND EXCLUDES ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS, MADE OR IMPLIED, IN ANY MANUAL, LITERATURE, ADVERTISING, BROCHURE OR OTHER MATERIALS. DSM&T warranties its product of material or workmanship for 1 year from the date of shipment / Manufacture Date Code, or Internal Documents of the product.
10Warranty- Returned Merchandise. All materials and / or equipment furnished by Seller to Buyer which requires rework or replacement REQUIRES a Return Materials Authorization (RMA) prior to any returns of products to DSM&T. Once the goods or items have been received and inspected and a cause determined,if applicable a Credit or Replacement will be authorized.
11Over stock or change of mind of Buyer does not constitute a return of merchandise to Seller and Seller is only obligated to honor the warranty that is expressed.
12Limitation of Seller’s Liability. Seller’s liability on any claim of any kind, including negligence with respect to the goods or services covered hereunder, shall in no case exceed the price of the goods or services or part hereto, which gives rise to the claim. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES
13 Limitation of Actions. Any action for any loss or damage with respect to the goods or services, which are the subject of this contract, must be commenced by Buyer within one (1) year after Buyer’s cause of action has accrued.
14 Indemnification and Waiver. Buyer shall exonerate, indemnify, hold harmless, and
defend the Seller from all loss, cost, liability, damage or expense sustained or incurred,
directly or indirectly, by the Seller, in connection with any and all claims asserted against
Seller with respect to the goods, or services which are the subject of this contract, arising in
whole or in part out of Buyer’s or Buyer’s customers (a) failing to follow specification,
instructions, warnings or recommendations furnished by Seller, (b) failing to comply with all
applicable legal requirements, including, but not limited to, the Occupational Safety and
Health Act of 1970, as amended; (c) misusing or making misrepresentations as to the
goods; (d) being solely or contributory negligent, and/or (e) incorporating the goods into or
providing designs, plans, specifications or other instructions which infringe or are alleged to
infringe any patent, trademark, copyright or other intellectual property right. As used in
paragraph 7, the term “Seller” shall include Seller, its officers, directors, agents, employees,
subcontractors, parents, subsidiaries, divisions or affiliates. Each party shall exonerate,
indemnify, hold harmless, and defend the other from any other loss, cost, and liability,
damage or expense sustained or incurred by the other party, in connection with any and all
claims asserted against the other, with respect to the goods or services which are the
subject of this contract, arising out of any other conduct, behavior, representations or other
tortuous conduct or activities of the indemnifying party.
15Interruption Fees. Should Buyer fail to fulfill its requirements to Seller which results in an
interruption or stoppage of production and / or services, Buyer will be charged a fee of ($
to be negotiated) as a separated line item, at which time the product and / or services will
be rescheduled by Seller to a later date that is available to restart the order. Buyer agrees
to pay such fees to Seller and waive all rights and does not hold Seller obligated to Buyer
or its customers for any harm or damages that Buyer or its customer may incur.
16Cancellation Fee. Buyer may cancel this contract only upon written notice to Seller and
payment of reasonable cancellation charges, including (1) the price for goods and services
completed prior to Seller's receipt of such notice; (2) all costs previously incurred in
connection with uncompleted goods or services together with reasonable profit thereon;
and (3) the expenses incurred by seller by reason of such cancellation
17Taxes. All taxes and other charges imposed by federal, state, local or foreign governments
on the manufacture, sale, shipment, import, export or use of the goods (other than income
taxes) shall be paid by Buyer. Buyer shall defend, indemnify and hold harmless Seller from
and against all liabilities for such taxes or charges and attorney's fees or costs incurred by
Seller in connection therewith.
18Advice and Assistance. Upon request, Seller in its discretion may furnish as an
accommodation to Buyer technical advice or assistance regarding the goods or services.
Seller assumes no obligation or liability for the advice or assistance given or results
obtained, which shall be at Buyer's sole risk.
19Buyer's Material. All of Buyer's tooling, goods and other property in Seller's possession
shall be fully insured by Buyer and buyer releases Seller from all liability for loss or damage
to such materials caused by acts other than Seller's negligence or otherwise. Whenever
one (1) year has elapsed since the completion of any order from Buyer requiring the use of
such materials, Seller may make any use or disposition of such materials without any
liability to Buyer
20Seller's Proprietary Rights. Seller shall be the sole owner of all drawings, inventions or
improvements made by or for Seller in connection with the performance of this contract.
Buyer shall not reproduce any drawing furnished by Seller. Buyer shall not use or disclose
any of seller's trade secrets or confidential information, whether or not designated as such,
except as required in connection with the use or resale of the goods or services covered by
this contract.
21Security Agreement; credit and collection. To secure payment of all sums due
hereunder or otherwise, Seller shall retain a security interest in the goods delivered
hereunder and this contract shall be deemed a security agreement under the Uniform
Commercial Code. Buyer authorizes Seller as its attorney to execute and file on Buyer's
behalf all documents Seller deems necessary to perfect such security interest. Seller is
relying upon Buyer's representation of solvency and if Seller at any time believes that Buyer
is insolvent or that Buyer's credit is impaired, or if Buyer shall fail to make payment when
due which payment is not cured within ten (10) days after receipt of notice of the same from
Seller, Buyer shall be in material breach hereof and Seller may without liability to Buyer,
withhold performance hereunder, change the payment terms and / or repossess goods
theretofore delivered. Title to the goods covered by this contract shall remain in Seller until
payment in full is received. In extending any credit hereunder, Seller may charge Buyer
finance, service, or late charges in an amount not greater than allowed by law, and if Buyer
fails to pay according to the terms of the contract, Seller may make such charges and may
also collect the amount unpaid with Buyer being liable to Seller for all costs of collection
including attorney's fees
22Miscellaneous. This contract constitutes the agreement between Buyer and Seller relating
to the goods or services which are the subject hereof. No modifications shall be binding
upon the Seller unless in writing signed by Seller's duly authorized representative. No
waiver by Seller of default by Buyer shall be deemed a waiver of any subsequent default.
The captions used herein shall have no substantive significance. The invalidity, illegality or
unenforceability of any one or more provisions hereof shall in no way affect or impair the
validity, legality or enforceability of the remaining provisions hereof, which shall remain in
full force and effect. This contract may not be assigned by the Buyer without the prior
written consent of the Seller.
23Terms and Conditions are on Seller’s website www.dsmt.com. Buyer agrees to Seller’s
Terms and information stated on the Quote, when placing a Purchase Order.
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