1. Payment Terms
- Payment terms are net thirty (30) days from invoice date unless otherwise specified by Precision Ceramics USA Inc. (the “Company”). All payments due shall be in U.S. dollars at the office of the Company. Past due balances are subject to a late payment charge of one and one-half percent (1.5%) per month, or the maximum amount permitted by applicable law, whichever is less. If Customer shall fail to make payments when due or if the Company shall become dissatisfied as to Customer’s financial responsibility, Company reserves the right to cancel any offer or contract with the Customer, or Company may decline to make deliveries. Should it be necessary to assign the Customer’s account to a collection agency because any sums owed by the Customer are overdue, all collection charges shall be paid by the Customer.
2. Cancellation
- If Customer seeks to cancel an order, Customer shall pay a cancellation fee to cover work in progress, special purchased materials/tooling/fixtures, CNC programming time, and other similar charges, and the amount of the cancellation fee will be based on the percentage of work completed and costs incurred at time of cancellation.
3. Delivery
- Quoted lead time for shipment is strictly an estimate made at time of quotation. Lead times vary due to a varying shop load and Company assumes no responsibility or liability for loss or damage from delivery delays. Company reserves the right to make partial shipments and to invoice pro-rata upon such shipments.
4. Acceptance of Goods
- Customer shall inspect all products from Company for any nonconformity or shortage. All claims for any cause whatsoever shall be deemed waived unless made in writing and received by the Company within thirty (30) days after Customer’s receipt of products with respect to which such claim is made. Failure of the Company to receive written notice of any such claim within this time period shall be deemed an absolute and unconditional waiver by the Customer of such claim irrespective of whether the facts giving rise to such claim shall have been discovered or whether processing, further manufacture, other use, or other resale of the products shall have taken place. Products shall not be returned to the Company without the Company’s permission and transportation charges for return shall not be paid by the Company unless authorized in advance.
5. Risk of Loss
- Quotations are FOB place of shipment unless otherwise noted. The risk of damage or loss of goods shipped will pass to the Customer upon Company’s delivery of goods to a carrier. Customer must file claims of damage or loss in shipment with the carrier.
6. Attorney’s Fees
- If any legal action arises under this Agreement or by reason of any asserted breach of it, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees incurred in enforcing or attempting to enforce any of the terms, covenants or conditions, including costs incurred prior to commencement of legal action, and all cost or expense, including reasonable attorneys’ fees, incurred in any appeal from an action brought to enforce any of the terms, covenants, or conditions.
7. Force Majeure
- Completion and delivery of any orders taken will be excused for acts of God, war, riots, fire, explosions, floods, strikes, lockouts, injunctions, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accidents, breakage of machinery or apparatus, national emergency or because performance is made impracticable by the occurrence of any other unforeseeable contingency, or because of compliance in good faith with any applicable foreign or domestic governmental statute, regulation, order or other interference whether or not it is later determined to be invalid or in any circumstances which are beyond the reasonable control of the Company, to the extent that the same prevent or delay the performance of obligations herein contained. Any delivery so suspended shall be cancelled without liability, but the Agreement shall otherwise remain unaffected.
8. Applicable Law
- his Agreement is executed, delivered, and is intended to be performed in the State of Florida, and shall be construed and enforced in accordance with the laws of the State of Florida.
9. Technical Advice
- It is expressly understood that any technical advice furnished by the Company with reference to the use of its products is given without consideration, and the Company assumes no obligation or liability for the advice given or results obtained, all such advice being given and accepted at the Customer’s risk.
10. Indemnification
- Customer assumes complete responsibility for, and agrees to defend, indemnify and hold the Company, its officers, directors, agents, and employees harmless from all claims, demands, actions and causes of action, including attorneys’ fee and actual costs incurred as a result thereof, on account of injury to any person or any property damage, arising out of handling, transportation, storage, possession, processing, further manufacture or other use or resale of the products by the Customer or upon the Company’s delivery to carrier at shipping point, whether or not said products are handled, stored or used singly or in conjunction with other products.
11. Warranties
- The company shall not be held liable for any implied guarantee or warranty or liability and hereby disclaims any such warranty.
12. Limitation of Remedies
- No claim of any kind shall be greater in amount than the Total Order Price of the items in respect of which such damages are claimed.
13. Customer Specifications
- The Company is manufacturing and producing the items listed on this Agreement to the specifications required by the Customer out of materials specified by the Customer for such Customer’s particular needs. The Company cannot guaranty that such items will perform as the Customer intends and shall not be held liable for damages if the items do not perform as the Customer intends.
14. General
- This Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and no other agreement, statement, or promise made by any party hereto, or to any employee, officer, or agent of any party hereto, which is not contained herein, shall be binding or valid. No amendment, addition to, alteration, modification or waiver of all or any part of this Agreement (including without limitation typewritten or handwritten modifications to this Agreement) shall be of any force or effect, whether by course of conduct or otherwise, unless made in writing and signed by the Company.