© Copyright 2008 Astro Tool Corp. , 21615 SW Tualatin Valley Highway, Beaverton, OR 97006 • Tel: (503) 642-9853 • www.astrotool.com
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IDENTIFICATION INFORMATION
(a) APPLICABLE TERMS AND CONDITIONS: These Terms and Conditions
exclusively control any sale between ATC and purchaser. If purchaser
fails to object in writing to ATC’s Terms and Conditions within ten
(10) days of receipt of these Terms and Conditions, then Purchaser’s
acceptance of the goods will be deemed an acceptance of the terms and
conditions set forth herein. ATC expressly rejects any pre-printed terms
and conditions set forth in any of purchaser’s forms. Any proposed terms
and conditions proposed by purchaser not contained in a pre-printed
form shall not be binding upon ATC unless such terms and conditions
are expressly agreed upon by ATC in writing.
(b) CHANGES: If the purchaser at any time changes within the general
scope of any order and if any such changes cause an increase or
decrease in the cost of, or the time required for the performance of any
purchase order or any other order affected by such change, an equitable
adjustment in the price, the delivery schedule or both shall be made and
such order shall be modified accordingly.
(c) SHIPMENT: Shipment generally will be accomplished FOB ATC’s
plant. Notwithstanding this, if ATC prepays the transportation changes
purchaser will be obligated to reimburse ATC upon receipt of invoice for
the prepaid transportation charges. Any Special or abnormal packaging
required will be included in the unit price of the item to be delivered or
as a separate line item.
(d) DELIVERY: Delivery will be accomplished within the time specified
on the face of the acknowledgment or if no time is specified within the
normal lead time necessary for ATC to deliver its products in question.
Anything to the contrary notwithstanding, ATC shall not be liable to
any reasonable delay in production or delivery. In the event a delay
in production or delivery occurs beyond a reasonable period of time,
which delay is occasioned by fire, strikes, civil or military authority, war,
hostility, riots, government action, energy crises, parental leave, or by
other causes beyond the control of ATC or without its fault or negligence,
the failure of date or dates of delivery of the products ordered hereunder
shall be extended for a period of time lost by reason of any such delay.
(e) PAYMENTS: In the event any payments of purchaser under any order
are not made in a timely manner ATC may either: (t) declare purchaser’s
performance in breach and terminate any other order for default, (2)
withhold future shipments under any order until delinquent payments
are made, (3) deliver future shipments under any order on a C.O.D. or
cash in advance basis even after the delinquency is cured, (4) charge
interest on the delinquency at a rate of 2% per month or the maximum
rate permitted by law, if lower, for each month or part thereof the
delinquency in payment plus applicable storage charges or inventory
carrying charges, if any, or (5) combine any of the above rights and
remedies as a practicable and permitted by law. Nothing herein shall
waive any other rights or remedies of ATC permitted by law or set forth
in this or any other order between purchaser and ATC and all rights and
remedies set forth herein shall be considered cumulative with all other
available rights and remedies.
(f) MATERIAL SHORTAGES AND ALLOCATIONS: In the event ATC in unable
to obtain in a timely manner material sufficient to fulfill all of its orders
on hand, ATC shall have the right as a result of said material shortages
to equitably allocate lesser quantities of the products to be delivered to
all purchasers on the proportionate basis. Unless specifically agreed in
writing to the contrary, purchaser agrees to accept partial shipments.
(g) INSPECTIONS: The purchaser shall inspect and accept any products
delivered immediately after purchaser takes custody of such products.
In the event the products do not meet the drawings, designs, and/or
specifications, the purchaser shall notify ATC of such noncompliance
in writing and give ATC a reasonable opportunity to correct any such
noncompliance. The purchaser shall be deemed to have accepted any
products delivered and to have waived any such noncompliance in the
event a written notification that the products delivered do not comply
with the drawings, design, and/or specifications, is not received by
ATC within 15 days after the purchaser takes custody of the products
delivered.
(h) INSOLVENCY: ATC may cancel the whole or any part of any order
in the event of the suspension of purchaser’s business, insolvency of
purchaser, the institution, by the purchaser of others, of bankruptcy
reorganization, arrangement of liquidation proceedings involving or
affecting the purchaser or any assignment for the benefit of creditors
of purchaser or receivership that purchaser places itself in or may be
placed in. Such cancellation shall be deemed a cancellation for default
of purchaser.
(i) RIGHT TO COMMUNICATE: If purchaser is a reseller of ATC products,
ATC shall have the absolute right to freely communicate with purchaser’s
customers concerning the reasons for delay or non-delivery of ATC
product. If purchaser is on credit hold for any reason, ATC shall have the
absolute right to furnish ATC product directly to purchaser’s customer.
Purchaser waives all right to claim that such communications and
actions are slanderous, libelous, defamatory or constitute interference
with a business arrangement.
(j) SPECIAL TOOLING: Title to dies, tools, jigs, fixtures, patterns or any
other type of special tooling shall remain vested in ATC, whether or not
paid for or amortized over the products manufactured under any other
purchaser.
(k) TAXES: Unless otherwise specifically stated in writing by ATC,
prices quoted by ATC do not include sums necessary to cover any
taxes or duties including but not limited to Federal, State, Municipal
excise, sales or use taxes or import duties upon the production, sale,
distribution, or delivery of equipment or furnishing of service hereunder.
Any taxes or duties that are due and owing shall be paid by the
purchaser. Accordingly, ATC reserves the right to revise any contract
between itself and others to include any and all taxes or duties that
may become due and ATC may involve purchaser for said additional
amount. This cause shall survive the acceptance and complete
performance of any order.
Terms & Conditions of Sale