介绍: 这些标准的销售条款和条件, 将管理所有的销售业务的鹰合金公司 (这里有时被称为 "卖方") 卖方的每一个客户, 说, 客户被称为 "买方" 在这里. 在买方出具的任何单据中, 与本标准条款和条件相抵触的声明, 在未经卖方明确书面批准的情况下, 不得视为变更或违反本文件的任何条款提及或更改的特定条款或条款.
鹰合金的作用:Eagle Alloys is a distributor of products and materials to customers both inside and outside the United States of America (美国") 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, Buyer shall immediately give written notice thereof to Seller. Buyer’s sole and exclusive remedy shall be as set forth herein. 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: Delivery to carrier at point of shipment shall constitute delivery to Buyer and Buyer shall assume all risk for subsequent loss or damage. 在某些情况下, 不同的 “离” 点可以显示在发票或所有或部分运费可以预付, 假设, 卖方所允许的是买方和 #8217 的便利, 不应转移前一句所述对卖方的损失或损害的风险。. 卖方不应对任何火灾造成的任何故障或延迟交货负责, 洪水, 无论是由于卖方的过错劳动的烦恼, 击穿, 延迟的载体, 任何理由不寻常的来源的运输的全部或部分失效, 要求或请求的任何政府或其中的分支机构, 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. In the event of a breach of warranty, Buyer shall immediately notify Seller, 在写作中, of such breach. 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. ANY CLAIM NOT MADE IN A TIMELY FASHION SHALL BE DEEMED WAIVED BY BUYER. Seller shall have the right to inspect the alleged defective product and material and at Seller’s option: (一个) 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. SELLER’S LIABILITY SHALL BE SOLELY LIMITED TO THE REPLACEMENT, 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) 天收到违反保修索赔材料, 或在十个 (10) days from date required for delivery in case of other claims. No inspection or investigation of claims by Seller, 即使发生后上述指明的期间, 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%), 加上或减去数量. 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, 分支机构和部门的卖方, 在这种作为卖方的基础上, 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, 或如果买方未能按照合同条款的任何付款, 然后, 在任何这类事件, 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. Terms of payment shall be as set forth in the invoice. In the event Buyer is delinquent in the payment of any sum due to Seller, 然后, 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: 除了指定在发票中的价格, the amount of any present or future direct or transactional tax applicable to or imposed upon the sale, 制造, 交货和/或其他处理的材料应由买方支付. 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: 卖方不承担任何责任的规格概述原始订单中的任何变化, unless such changes are confirmed in writing by Buyer and accepted in writing by Seller. Any price variation resulting from such changes shall become effective immediately upon the acceptance of such changes in specifications. 订单则被卖方接受在写作这种取消后只取消订单, and the effective date of such cancellation shall be the date of such acceptance. The date of such acceptance notwithstanding, 卖方有权继续处理的材料或物品受到的处理可以暂停的位置与卖方在的情况下至少不便. Payment of cancellation charges shall be made by Buyer upon receipt of statement of same. 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, 保护和保存无害卖方在法律或衡平法和从损害赔偿所有诉讼, 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, 在事件买方提交任何图纸或规格的产品为它制造, 此类产品的图纸、规格、制造、制造均不违反专利, 版权, 或其他任何人的专有权利.
赔偿: 买方应赔偿, 捍卫, 并持有卖方无害的和反对任何和所有索赔, 要求, 行动, 成本, 负债, losses, 和任何形式的损害, 包括合理的律师费, 合理的调查费用, 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. Buyer and Seller hereby appoint the Secretary of State of the State of Tennessee as agent for service of process and agree that either of them may file such document or documents on behalf of the other as is appropriate for effecting such designation of agent for purposes of any contract or action at law or equity between Buyer and Seller.