標準條款及條件的銷售

介紹: 這些標準的銷售條款及條件, 將管理所有的銷售業務的鷹合金公司 (這裡有時被稱為 "賣方") to each and every customer of Seller, said customer being referred to herein as “Buyer”. No statement contradicting these standard terms and conditions in any document issued by Buyer shall be deemed to change or contravene any of the provisions of this document without the express written approval of Seller which express written approval must make reference to the specific provision or provisions that is or are changed.

ROLE OF EAGLE ALLOYS: Eagle Alloys is a distributor of products and materials to customers both inside and outside the United States of America (“USA”) in accordance with specifications and requirements of its customers. Eagle Alloys receives orders for specific materials and products from its customers and locates the availability of such materials and products from its suppliers both within and outside the USA. Centralizing and concentrating the acquisition and distribution of materials and products at its principal facility in Talbott, Tennessee, is critical to Eagle Alloys’ ability to properly provide for, and to service, its customers. 因此, these Standard Terms and Conditions of Sales are essential conditions of all sales of materials and products by Eagle Alloys and must take precedence over any conflicting terms and conditions, whether standard or otherwise, set forth in any document issued by a customer of Eagle Alloys except as otherwise provided in this document.

INSPECTION FOR DEFECTIVE MATERIALS: Buyer agrees to inspect all materials and products purchased from Seller no later than ten (10) days subsequent to receipt of said materials or product from the carrier. Buyer shall conduct said inspection prior to any fabrication or alteration of the material or product received from the carrier. In the event that Buyer shall discover that all or any part of the materials received and tested by Buyer shall be found to be defective or non­conforming, 買方應立即書面聲明其向賣方. 買方的唯一的補救方法應按本協定規定. Buyer hereby expressly waives and relinquishes any claim against Seller arising out of Seller’s delivery of defective or non-conforming materials in the event Buyer has failed to conduct an inspection prior to fabrication or alteration or to reasonably notify Seller of the results of applicable tests. BUYER HEREBY EXPRESSLY WARRANTS THAT THE ABOVE INSPECTION SHALL BE MADE NO LATER THAN TEN (10) DAYS SUBSEQUENT TO THE RECEIPT OF MATERIALS FROM SELLER OR FROM THE CARRIER, WHICHEVER IS LATER.

DELIVERY AND DELAYS: 交付給承運人裝運點應構成交付給買方,買方承擔所有隨後的損失或損害的風險. That in some instances a differentF.O.B.point may be shown in the invoice or that all or part of freight charges may be prepaid, 假設, or allowed by Seller is for Buyer’s convenience only and shall not shift the risk of loss or damage to Seller as set forth in the preceding sentence. Seller shall not be responsible for any failure or delay in delivery due to any fires, 洪水, 無論是由於賣方的過錯勞動的煩惱, 擊穿, 延遲的載體, 任何理由不尋常的來源的運輸的全部或部分失效, 要求或請求的任何政府或其中的分支機搆, or any similar or dissimilar cause or force majeure beyond Seller’s control.

WARRANTY: Seller warrants that the materials and products sold to Buyer shall be free from defects in material and workmanship and shall conform to specifications within tolerances set forth in Seller’s published standards in effect as of the date of Acknowledgement (if said Acknowledgement is issued by Seller) 或, if no Acknowledgement, from the date of submission of the purchase order. THIS EXPRESS WARRANTY IS IN LIEU OF, AND EXCLUDES, ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. 如違反保修的情況, Buyer shall immediately notify Seller, 在寫作中, 對這種違約. All claims of breach of warranty shall be asserted by Buyer promptly subsequent to delivery of the materials or product purchased, and in no event shall Buyer’s claim be more than ten (10) days subsequent to Buyer’s receipt of the respective materials or products from Seller or from the carrier, whichever is later. 不及時提出的任何申索須當作由買方放棄. Seller shall have the right to inspect the alleged defective product and material and at Seller’s option: (一個) refund the purchase price applicable to such material or product, 或 (b) direct Buyer to return the defective materials or product for replacement. 然而, Seller shall not be obligated for such refund or replacement in the event returned materials or product prove to be free from defects and meet specifications. 賣方的責任應僅限於更換, REPAIR OR TO THE REFUNDING OF THE PURCHASE PRICE APPLICABLE TO THE PRODUCT OR MATERIAL BEING DEFECTIVE OR NOT MEETING SPECIFICATIONS. THESE REMEDIES SHALL BE THE EXCLUSIVE REMEDIES AVAILABLE TO BUYER HEREUNDER. Failure of Buyer to properly install, use, and maintain the material or product purchased from Seller or abuse of the material or product shall be deemed a waiver of the benefit of all warranties hereunder. Seller and Buyer expressly waive all statutes of limitations and agree that any claim by Buyer with reference to the products acquired from Seller for any cause or reason shall be deemed waived by Buyer unless filed in a court of proper jurisdiction within one (1) year from the date of accrual of the cause of action with respect thereto.

CLAIMS: Any course of dealing between the parties to the contrary notwithstanding, at Seller’s election any claim for breach of warranty, failure or delay in delivery or otherwise shall be deemed waived by Buyer unless presented in writing to Seller within ten (10) 天收到違反保修索賠材料, 或在十個 (10) days from date required for delivery in case of other claims. 沒有檢查或調查由賣方索賠, 即使發生後上述指明的期間, shall be deemed a waiver of such provision unless Seller specifically agrees in writing. A contrary statement in Buyer’s terms and conditions shall not waive or override the provisions of the preceding sentence. NO PERSON OR PARTY NOT IN PRIVITY OF CONTRACT DIRECTLY WITH SELLER WITH REGARD TO THE PARTICULAR PRODUCT OR MATERIAL AT ISSUE SHALL BE ENTITLED TO THE BENEFIT OF ANY WARRANTY BY SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE SET FORTH HEREIN, MONETARY DAMAGES CHARGEABLE TO SELLER WITH RESPECT TO ANY BREACH OR VIOLATION BY SELLER SHALL BE LIMITED TO BUYER’S COST OF THE MATERIALS OR PRODUCTS IN QUESTION. Seller shall not have any liability for incidental, consequential, special or punitive damages of any nature including, without limitation, damages for overhead and loss of business and profits.

TOLERANCE QUANTITY; UNAVAILABLE SUPPLIES: The total order and each delivery of material or products shall be subject to a tolerance of ten percent (10%), 加上或減去數量. In the event of inability of Seller for any cause beyond Seller’s control, to supply the total demands for any material or product specified by Buyer, Seller may allocate its available supply among any of all purchasers, 包括子公司, 分支機搆和部門的賣方, 在這種作為賣方的基礎上, in its sole discretion, may decide upon, without liability for any resulting failure to perform Seller’s contract with Buyer.

PRICES, PAYMENTS, AND CREDIT TERMS: Applicable prices are the Seller’s prices in effect at time of shipment, prior quotation or other acknowledgements notwithstanding. Changes in the market prices of raw materials may cause Seller’s prices to change. All shipments to be made shall be subject to the approval of Seller’s credit department. If, in the reasonable opinion of Seller, the financial responsibility of Buyer is unsatisfactory or becomes impaired, 或如果買方未能按照合同條款的任何付款, 然後, 在任何這類事件, Seller may defer or decline to make any shipments until after receipt of satisfactory security or cash payments in advance, or Seller may terminate the contract. 付款條件應作為組規定在發票中. In the event Buyer is delinquent in the payment of any sum due to Seller, 然後, if such sum is not paid within fourteen (14) calendar days of demand, Seller may place the account in the hands of a collection agency or lawyer, or both, in which case Buyer shall be responsible for all costs of collection and litigation including reasonable attorney’s fees together with interest on any delinquent sum at the rate of ten percent (10%) per annum from the original due date.

TAXES & TOLLS: 除了指定在發票中的價格, the amount of any present or future direct or transactional tax applicable to or imposed upon the sale, 製造, 交貨和/或其他處理的材料應由買方支付. Federal and state income taxes of Seller are not chargeable to Buyer pursuant to this paragraph. Toll charges regarding transportation designated as estimated shall be paid by Buyer and may vary in accordance with actual costs.

CHANGES; CANCELLATION: 賣方不承擔任何責任的規格概述原始訂單中的任何變化, 除非這種變化是以書面形式確認,由買方和賣方以書面形式接受. Any price variation resulting from such changes shall become effective immediately upon the acceptance of such changes in specifications. 訂單則被賣方接受在寫作這種取消後只取消訂單, 和這種取消的生效日期應以這種接受的日期. 儘管這種承兌日期, 賣方有權繼續處理的材料或物品受到的處理可以暫停的位置與賣方在的情況下至少不便. 付款的取消費應由買方收到的相同語句. Cancellation charges shall not exceed the purchase price of the canceled portion of the order.

ADVICE TO SELLER: Seller shall have no liability for giving or failing to give advice or recommendations of any nature or character to Buyer. Seller shall have no obligation to grant to Buyer any license to use any of Seller’s patents, trademarks, or trade names and no such license shall be implied from the delivery of goods or materials by Seller.

PATENTS: Generally, Seller is not a manufacturer of products. Seller generally is a distributor of products. Except to the extent, if any that Seller holds (by written license or ownership) a patent upon a product sold to Buyer, Seller shall have no responsibility or liability with respect to any and all claims of infringement. To the extent that any product sold by Seller to Buyer incorporates any design or intellectual properties specified by Buyer, then Buyer shall be responsible for any and all infringement claims and costs arising therefrom. If any material shall be manufactured or sold (or both) by Seller to meet Buyer’s specifications or requirements, Buyer shall defend, 保護和保存無害賣方在法律或衡平法和從損害賠償所有訴訟, claims, losses, and demands for actual or alleged infringements of any United States of America or foreign patent and shall hold harmless, indemnify and defend Seller against any suits or actions which may be brought against Seller for any alleged infringement because of the manufacture or sale of any such material including, but not limited to, all costs of litigation and attorney’s fees and reasonable costs of investigation. Buyer represents and warrants that, in the event Buyer submits any drawings or specifications for a product to be manufactured for it, neither such drawings nor specifications nor the manufacture or fabrication of such product shall violate any patent, copyright, or other proprietary right of any other person.

INDEMNIFICATION: Buyer shall indemnify, defend, and hold Seller harmless from and against any and all claims, demands, actions, costs, liabilities, losses, and damages of any kind including reasonable attorney’s fees, reasonable costs of investigation, and costs of litigation incurred by or threatened to Seller in connection with any use or application of any product or material acquired from Seller by Buyer.

WAIVERS: No waiver by Seller of any breach of any provision shall constitute a waiver of any other breach or of such provision. Seller’s failure to object to provisions contained in any communication form Buyer’s shall not be deemed an acceptance of such provisions or as a waiver of the provisions hereof.

CONFLICTING TERMS & CONDITIONS: If there is any conflict between the purchase order and these stated Standard Terms and Conditions of Sales, the latter will prevail notwithstanding acceptance by Seller of the purchase order unless Seller’s acceptance expressly includes the conflicting provision by specific reference to the conflicting provision. A reference or statement of incorporation to the Buyer’s general or usual terms and conditions or the like by itself shall not be superior to these Standard Terms and Conditions of Sales of Seller.

GOVERNING LAW: The laws of the State of Tennessee shall be deemed to apply to the performance and interpretation of any contract between Buyer and Seller, including the Standard Terms and Conditions of Sales. Any actions at law or equity arising with respect to the dealings between Buyer and Seller shall be instituted and adjudicated in either a federal court in either Knoxville, Tennessee or Greeneville, Tennessee, or in a state court in Hamblen County, Tennessee. Buyer and Seller agree to the jurisdiction and venue of said courts. 買方和賣方特此任命田納西州的國務秘書作為送達程式的代理人, 並同意他們中的任何一方可以代表對方提交此類檔或檔, 以適用于為目的而指定代理買方與賣方之間的法律或衡平合同或訴訟.