Price
Prices are firm, according to Seller’s acceptance of Buyer’s purchase order. Payments shall be Net 30 from date of invoice.
Cancellation
Cancellation after acceptance of an order cannot be made without Seller’s written consent and on such conditions as will indemnify seller against loss for commitments made and work already complete and/or in process as specifically detailed in the Seller’s Sales Order Acknowledgement.
Special Orders
When Special Make Orders are accepted the entire order must be taken. Special Make Orders cannot be cancelled or modified once accepted and cannot be returned.
Tolerances
Non-Stock & Special Make merchandise is subject to the following tolerances: Total product – 0 and Reel lengths -0+5%, or as specified. Exact reels lengths may incur additional charges.
Delivery
Any shipment schedule is approximate. Seller shall not be liable for any delay in delivery or failure to deliver caused in whole or in part by any reason beyond Seller’s control, unless Seller has specifically agreed upon delivery dates, in which case Seller will be liable for any related damages to the extent the delay was the result of an event within Seller’s control expressly limited to a maximum of 2 percent per day of the contract price between Seller and Buyer, not to exceed 10 percent of the contract price.
Claims
Buyer agrees to inspect merchandise for defects and for conformity and agrees to check material against shipping papers upon unloading at destination. All claims for shortages or defective merchandise must be made by Buyer in writing within seven (7) days of receipt of shipment, or as expressly identified on the customer purchase order and confirmed by the AWG order acknowledgement.
Returns
Return merchandise must be full reels or cartons, undamaged and in the original unopened package. Credit will be given for returned merchandise only for full reels of undamaged wire if still in the original package. No merchandise may be
returned without the written authority of Seller and receipt of Seller’s RMA number. No merchandise may be returned after the expiration of sixty (60) days following the date of shipment. Returns may be subject to a Restocking Fee, or as defined on the Sales Order Acknowledgement. NON-STOCK & SPECIAL MAKE merchandise will not be considered for return and is not subject to the previous stated return conditions.
Taxes
Liability for all taxes imposed by any government authority with respect to the goods herein ordered shall be assumed and paid by Buyer.
Modifications
Any modification of these Standard Terms & Conditions shall not be binding on Seller unless signed on behalf of Seller by a representative authorized to do so, regardless of whether Seller has commenced shipping of any merchandise ordered hereunder or whether Seller has accepted payments therefore.
Warranty
All merchandise ordered will be supplied in accordance with the description on the face of the order acknowledgment and in accordance with applicable specifications and design standards and will be substantially free from defects in material and workmanship. The Seller’s liability in respect to any defect in or failure of the merchandise supplied, as well as any loss, injury, or damage attributable thereto, is limited to the replacement or repair of defects which, under proper use and handling, have been proven to the Seller’s satisfaction to arise solely from faulty design, materials, or workmanship, within a period of one (1) year from the date of shipment from the Seller’s factory or as expressly written and agreed by the manufacturer. Further, the Seller must be notified in writing of the said defect or failure within a period of one (1) year from the date of shipment. The replacement of such merchandise does not include expenses incurred in the installation or use of the material. No merchandise shall be returned to the Seller’s factory or warehouse for credit or replacement before the Seller has officially advised of this transaction. Seller warrants and certifies that all data on any cut sheets have been verified by Seller, and that the material supplied by Seller will conform to the cut sheet specifications.
Warranty Limitations
This warranty does not cover the repair or replacement of any cable which fails as a result of damage in transit, misuse, neglect, accident, Acts of God, abuse, improper handling, improper storage, excessive stress, faulty or improper or unauthorized installation or repair, negligent maintenance or failure to comply with the written instructions for installation, use or maintenance provided by the Seller.
Exclusion of Other Warranties
This warranty is in lieu of all other warranties, express or implied, and all other warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, are expressly disclaimed.
Limitations of Liability and Limitations of Actions
In no event shall either party be liable for any indirect, incidental, special, punitive or consequential loss, damage, or expense (which shall be deemed to include without limitation: any loss of profit or revenue, loss of goodwill, loss claimed by end-user’s customers, or loss of business opportunity) of any nature or kind, however arising, whether in contract, in tort or otherwise, even if that party is deemed to be aware of the possibility of such damages. Excluding third party indemnification claims, Seller’s maximum liability for any claim, loss or damage shall not exceed one million dollars ($1,000,000), even if end-user has claims or is subject to claims in excess of this limitation subject to an independent third party forensic evaluation. Any legal proceeding related to this warranty must be presented within (1) year after the cause of action arises.
Sole and Exclusive Remedy
This document sets forth the Seller’s sole and exclusive warranty obligation to the Buyer and the Buyer’s sole and exclusive remedy in the event of defective cable.
Choice of Law
The laws of the State of Florida, without giving effect to its conflicts of law principles, govern all maters arising out of or relating to these Standard Terms & Conditions and all the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement.
Insurance
Seller shall provide and maintain liability and property damage insurance so as to provide protection and indemnification against any and all such claims or suits in connection with the Products and/or services which is the subject of this Agreement. Seller shall furnish to Buyer certificates issued by insurance companies acceptable to Buyer showing policies carried and the limits of coverage as follows: a. Workers’ Compensation Insurance for Seller’s employees to the extent of statutory limits and Occupational Disease and Employer’s Liability Insurance for not less than $1,000,000 each accident; b. Commercial General Liability Insurance, including but not limited to Products and Completed Operations and Blanket Contractual Liability, as applicable to Seller’s obligations under this Agreement with limits not less than $2,000,000 per occurrence and $2,000,000 general aggregate. Coverage must be on an occurrence form. Limits may be satisfied with a combination of primary and excess coverage; c. Automobile Liability Insurance for all owned, non-owned and hired automobiles with limits not less than $1,000,000 combined single limit; and d. Excess/Umbrella Insurance in the amount of $5,000,000. Buyer shall be named as Additional Insured on all policies of insurance required in subsections ‘b’ through ‘d’, and a waiver of subrogation in favor of Buyer shall be provided.
Indemnity
Each party shall defend, indemnify and hold harmless the other party, its officers, directors, agents, employees, contractors, and assigns from and against any claims, damages and losses related to this Agreement or the products, including reasonable attorney’s fees, except to the extent such claims, damages and losses are attributable to the negligence or willful misconduct of the indemnified party. Each party’s obligations under this paragraph shall extend to the acts and omissions of its employees, contractors, subcontractors, and agents.
Revised 5 APRIL 2021