1. Governing Effect and Acceptance. These terms and conditions shall govern any and all sales by voestalpine eifeler Coatings, Inc. (“veC”) to Buyer, and any sales by veC to Buyer shall be expressly conditioned upon Buyer’s acceptance of all these terms and conditions of sale. Any other terms and conditions, including terms and conditions typed or printed on any purchase order, shall be subordinate to these terms and conditions. By placing an order with veC described in a quotation or other description of goods delivered herewith, Buyer acknowledges acceptance of all these terms and conditions of sale.
2. Price, Delivery and Passing of Risk. Unless otherwise expressly stated, deliveries shall be F.O.B. at veC’s facility in St. Charles, Illinois, and Buyer shall reimburse veC for freight, insurance and other charges incidental to transport. All risk of loss shall pass from veC to Buyer upon delivery of the ordered goods to the shipper. veC shall insure the goods on Buyer’s behalf and at Buyer’s expense during transit. Quoted prices are for the exact quantity and processes stated in veC’s quotation and shall be effective only for the period up to the delivery date. Prices shall be subject to correction for clerical errors.
3. Payment Terms. All payments shall be due net thirty (30) days from invoice date. Any past due balances shall accrue a service charge of 1.0% per month sixty (60) days from invoice date until paid. Buyer shall pay all excise, sales, use, privilege, or any other taxes due in connection with the sale, whether such taxes are local, state or federal, unless Buyer can provide veC with a certificate of tax exemption. Buyer shall reimburse veC for any such taxes veC is required to pay. veC shall have the right to suspend performance or withhold deliveries in the event of default in any payment in the event veC reasonably deems itself insecure on account of Buyer’s financial condition or otherwise.
4. Shipment, Delivery. veC shall have performed its obligation to deliver goods ordered by Buyer if it has shipped the goods or tendered the goods for shipment on or prior to expiration of the delivery date provided in the purchase order. In no event shall veC be liable for any incidental or consequential damages resulting from delay in delivery except in those circumstances when such delays are directly attributed to, or caused by, veC. In the event Buyer does not take timely delivery of the goods when veC tenders the goods for delivery according to the purchase order, veC shall have the right to charge Buyer a storage fee of one-half of one percent (.5%) of the balance of the purchase price then due for each month the goods remain on the premises of veC, or to store the goods with a third party, in the event the goods must be stored for more than sixty (60) days. Any delays by Buyer in furnishing necessary technical information, documents or other data required by veC to perform its obligations or caused by order amendments requiring additional production time shall result in a corresponding postponement of the time allowed for delivery of the goods. veC shall have the right to charge Buyer all extra costs and expenses incurred on account of delay on Buyer’s part.
5. Force Majeure. Fire, flood, strikes, lockout, epidemic, accident, shortage of customarily used transportation equipment (or suitable substitute), or other causes beyond the reasonable control of the parties which prevent veC from processing or delivering, or Buyer from receiving, the goods shall operate to suspend deliveries during the period required to remove such cause.
6. Cancellation, Return of Goods. No order shall be cancelled, altered, or amended, and no goods shall be returned for credit unless mutually agreed upon and both parties expressly consent thereto in writing signed by an officer of veC and by a purchasing agent or person having similar authority of Buyer.
7. Warranty. veC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS SOLD EXCEPT THE WARRANTIES EXPRESSLY INCLUDED HEREIN.
veC warrants that its process will conform to veC’s specifications or as otherwise set forth in veC’s quotation. veC shall exercise good faith in responding to valid warranty claims of Buyer, and shall exercise due diligence to respond in a timely manner.
It is the Buyer’s sole responsibility to verify the suitability of veC’s coating process to meet its specific needs. The following are expressly excluded from warranty coverage: defects resulting from (a) pre-existing imperfections (such as chips or scratches), improper storage, assembly, or installation of the goods by Buyer or any third party, (b) normal wear and tear, (c) misuse, abuse, improper or careless handling, or accidental damage, (d) substitution of parts or materials or improper care by Buyer or any third party, (e) operation of the goods in excess of their rated capacity (especially overloading), and (f) use or operation of the goods for a function or application other than that for which they were designed or different from the intended application made known to veC. veC shall pay only the expense of reprocessing or replacement, plus freight, at its option, of the goods in performance of its warranty hereunder, and its maximum liability shall not exceed twice veC’s quoted charges for coating the goods, plus freight or the proven value of the goods, whichever is less. veC SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, USE, PRODUCTION, RAW MATERIALS, OR END PRODUCTS). Buyer shall have no cause of action for breach of warranty unless Buyer has given prompt notice in writing to veC of any claims under this warranty and has given veC a reasonable opportunity to correct the claimed defect.
8. Ownership of Technical Information; Patents. veC retains title to and reserves all rights as to ownership and copyright of all documents, drawings, descriptions, compilations of data, photographs, illustrations, estimates and other technical information that veC furnishes to Buyer or its agents or representatives in connection with the quotation or with the processing, service or repair of the goods, and Buyer shall return same to veC upon its request unless such materials containing technical data are retained in connection with Buyer’s maintenance and use of goods purchased from veC Buyer shall retain such information in confidence, except to the extent Buyer can establish that it previously received such information lawfully from a third party or that such information is generally available in the public domain.
9. Choice of Law; Jurisdiction. These terms and conditions of sale shall be governed by and construed according to the laws of the State of Illinois, and jurisdiction of any action to enforce these terms and conditions of sale shall lie in the courts of DuPage County, Illinois.
10. Entire Agreement; Modification; Binding Effect. These terms and conditions of sale together with veC’s quotation, as modified or supplemented by veC, shall constitute the entire agreement between the parties regarding this sale and supersede all other understandings, agreements, or representations, express or implied, or course of dealing between the parties. No modification or amendment of these terms and conditions of sale shall be effective unless made in writing, signed by a duly authorized officer of veC and by a purchasing agent or person having similar authority of Buyer. These terms and conditions of sale shall be binding upon and inure to the benefit of the parties and their legal representatives, successors, and assigns.
11. Compliance. The Buyer is aware and shall fully comply with all national and international export and re-export control laws and regulations, sanctions and embargoes, as amended from time to time, including without limitation, any restrictions on domestic transactions, brokering services and anti-circumvention prohibitions, that apply directly or indirectly to its activities (including re-sale of our products), as well as voestalpine Group’s internal resolutions – to the extent made available to the Buyer – in regard to the supply of products or services to specified countries, specified end users or for specified end uses.
Version as of June 2018