LAKEVIEW FORGE COMPANY
and
THE
Terms and Conditions of Quotation
Unless otherwise agreed in
writing specifically referring to the following terms and conditions, or
modified on our Quotation, this Quotation is made subject to the terms and conditions
which are usual in the Drop Forging Industry:
1.
NOT AN OFFER. This is only a quotation and not an offer for
sale. Any purchase order pursuant to
this quotation shall not result in a contract for the parts described herein
until it is accepted and acknowledged in writing by Seller at it’s
manufacturing headquarters in Erie, Pennsylvania, and then only subject to and
contingent upon credit approval.
2.
SHIPMENT.
Dates of shipment mentioned herein are estimated and
not guaranteed.
3.
CHANGES. All changes must be made in writing and
acknowledged by Lakeview Forge Company or Erie Tool Works Division to be
effective.
4.
RETURNS. No Material may be returned without prior
written approval.
5.
SHIPPING TOLERANCES. Lakeview Forge Company and Erie
Tool Works reserve the right to ship plus or minus 5% on all non-stock items.
6.
DELAY BY PURCHASER. If shipments of parts are
delayed by the Purchaser, date of completion of the parts shall be considered
as the date of shipment insofar as payments are concerned.
7.
EXCUSABLE DELAYS. Orders are accepted subject to
delays occasioned by acts of God, accidents, strikes or other labor
disturbances, flood, fires, war, riot, delays in transportation, acts of civil
or military authority, governmental priorities or other causes beyond the
control of the Seller.
8.
TAXES.
In addition to the prices herein stated, Purchaser
agrees to pay or to reimburse Seller, at Purchaser’s option, for any and all
sales, use, excise, value added or other taxes or charges which may be imposed
by any public authority as a result of the sale, manufacture, transportation or
delivery of the parts covered by this Quotation.
9.
PAYMENTS. Payments are to be made in
10.
BASIS OF PRICES. Prices are only for the quantities indicated
for production and shipment in one lot or as near thereto as Seller’s
production makes possible. Prices are
for forgings having only the additions of material for machine finishes which
are specified by the Purchaser for the purpose of obtaining this acknowledgment.
11.
PREPARATION CHARGES. Preparation charges are those
required for the initial production of the forgings. The payment of such charges does not convey
any title or right of possession to Purchaser.
These charges are based on the initial quantity, rate of delivery, and
particular design specified in this Quotation.
The charges for any change either in the rate of delivery or in design
will be quoted by Seller upon request.
If any special tools are required in production of the forgings they
will be reserved by the Seller exclusively for use in connection with orders
received from the Purchaser and will be maintained by the Seller for that
purpose until two years shall have elapsed without the receipt of a similar
order from Purchaser requiring their use.
12.
SURFACES AND TOLERANCES. Unless
otherwise specified in this Quotation, forgings will be furnished with a
natural drop-forging surface without machine work and within the tolerances for
quantity, size and shape as specified in “Standard Practices and Tolerances for
Impression Die Forgings” as adopted by the Drop Forging Association,
13.
PATENT INFRINGEMENT.
Purchaser assumes all liability
for and agrees to indemnify Seller and holds
the Seller harmless against any claim for infringement of any patent right
asserted because of the nature, structure or use of any product ordered by
Purchaser and Purchaser shall reimburse Seller for any and all damages, costs
and expenses, including reasonable attorney’s fees, resulting from any such
claim.
14.
DEFECTS AND CLAIMS.
Defective material will be
replaced or credited, whichever Seller elects, unless thereby deliveries shall
aggregate less than the amount permitted by under-run tolerances, in which
event replacements will be made if Seller or the Purchaser so elects.
15.
Seller will not be
responsible for any claim for defective material, shortages or damages
unless such claim is filed in writing with
the Seller within sixty (60) days after the date of shipment of the material
involved. For defective parts the
measure of damages shall not exceed the quoted price thereof.
THE
FORGOING IS IN LIEU OFF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR
INPLIED. NO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
16.
LIMITATIONS OF LIABILITY AND INDEMNITIES.
In
no event, whether as a result of breach
of contract, warranty or tort (including negligence and strict liability),
shall Seller be liable for any consequential or incidental damages including,
but not limited to, loss of profit or revenues, loss of use of the forgings or
any associated material. Purchaser’s
products, damage to associated equipment, cost of capital, cost of substitute
products, facilities, service or replacement power, down time costs or claims
of Purchaser’s customers for such damages.
Purchaser hereby agrees to indemnify Seller and to hold Seller harmless
from any all liability, claims, demands, actions, suits or expenses or costs,
including reasonable attorneys fees, whatsoever for such consequential or
incidental damages or by reason or growing out of personal injuries to
Purchaser or it’s employees or property damage suffered by Purchaser or its
employees, whether the same results from breach of contract, warranty or tort
(including negligence and strict liability) of Seller’s employees or otherwise,
it being the intention of this provision to absolve and protect Seller from any
and all such loss.
17.
ARBITRATION.
Any controversy or claim arising out of or relating to
this contract or breach thereof which is not settled by mutual agreement
between the Seller and the Purchaser shall be submitted to arbitration and
settled in accordance with the rules of the American Arbitration Association as
provided in the United States Arbitration Act.
18.
CLERICAL ERRORS. Clerical and stenographic errors are subject
to correction.
19.
CHOICE OF LAW. The validity, performance and all matters
relating to the interpretation and effect of this quotation and any purchase
order or contract resulting there from and any amendment to the same shall be
governed by the laws of the
20. SEPARABILITY. If any terms and conditions set forth in this quotation is declared null and void by any court of competent jurisdiction, the remaining terms and conditions shall nevertheless remain applicable.