POLICIES & STATEMENTS
Alco is committed to being a trusted partner for your business and that means doing the right thing every time, which includes: Ethical standards for operation, our commitment to the health and safety of our team, environmentally friendly facilities, superior quality and supporting our local communities in which we live and work.
1. Application. These General Terms and Conditions of Sale (Terms) apply to: (a) all proposals and quotations submitted by Alco Manufacturing, LLC, and its affiliated companies (Seller); (b) all purchase orders received by Seller; and (c) all sales of goods and services sold by Seller, except as otherwise specifically provided in a document issued by Seller. Any services to be provided by Seller, whether or not they are otherwise ancillary to and part of a sale of goods (as separate units or included as part of an installation), will be considered ancillary to a sale of goods, and the UCC will apply to all goods and services to be provided by Seller (Goods).
2. Formation. A written quotation issued by Seller is an offer to sell. Buyer will be deemed to have accepted the provisions of these Terms and an agreement will be formed by any of the following: (a) signing and returning to Seller a copy of any quotation; (b) sending to Seller a written acknowledgment of the quotation; (c) placing a purchase order or giving instructions to Seller respecting manufacture, assortment, or delivery of the Goods (including instructions to bill and hold) following receipt of any quotation; (d) failing to cancel a pending purchase order within 10 days after receiving these Terms; (e) accepting delivery of all or any part of the Goods; (f) paying for all or any part of the Goods; or (g) indicating in some other manner Buyer’s acceptance of these Terms. All sales by Seller consist only of these Terms and those in other documents which are referred to in these Terms or are attached hereto or in a document provided or signed or issued by Seller and referencing the transaction (all of which constitute the Agreement). Seller objects to all terms proposed by Buyer.
3. Integration and Modification.
A. Revocation. The Agreement supersedes all previous quotations and agreements pertaining to the Goods. Delivery to Seller of Buyer’s acceptance of Seller’s quotation (according to its terms), Seller’s actions in reliance on Buyer’s oral acceptance of a written or oral quotation, or Buyer’s receipt of the Goods, will constitute a binding contract under the terms of the Agreement.
B. Complete Integration. The Agreement is a final, complete and exclusive statement of the Agreement of Buyer and Seller. An order or an amendment submitted by Buyer orally or in a purchase order or other writing (whether or not it contains terms or conditions modifying, adding to, repugnant to or inconsistent with these Terms ), may be accepted, approved or filled by Seller, but any resulting contract and the liabilities or obligations of Seller will be determined solely by the Agreement, and (unless Seller otherwise advises Buyer in writing) notice is given that Seller objects to any such terms or conditions in Buyer’s purchase order or other document or communication. Seller will not be deemed to have in any way enlarged or modified its liabilities or obligations under the Agreement by filling such order or by failing to further object to Buyer’s terms or conditions.
C. Modification. SELLER IS WILLING TO NEGOTIATE WRITTEN CHANGES TO THESE TERMS SIGNED BY SELLER, BUT SELLER RESERVES THE RIGHT TO MAKE AN ADJUSTMENT IN THE PRICE OF THE GOODS TO COVER SELLER’S ESTIMATED COST OF SUCH CHANGES. No modifications, limitations, waivers or discharge of the Agreement or any of its terms will bind Seller unless in a writing signed by Seller’s authorized employee at its home office. Notwithstanding anything to the contrary in this Agreement, no modifications, limitation, waiver or discharge of any provision of the Agreement will affect Buyer’s liabilities to Seller accrued prior thereto. Seller may correct unilaterally mathematical and typographical errors in the Agreement. Typed provisions of the Agreement take precedence over printed provisions. A course of performance, course of dealing, or custom in the trade will not modify or waive any right of Seller.
D. Parties. The Agreement is only for the benefit of Buyer and Seller, except all disclaimers and limitations applicable to Seller will be also for the benefit of Seller’s affiliates, agents, employees, contractors, and suppliers. If any other provisions of the Agreement are determined to apply to third parties, all other provisions including limitations, waivers, and disclaimers also apply.
E. Acknowledgments. Buyer and Seller acknowledge that: (i) they are merchants in respect to the Goods produced by Seller; (ii) they have had an opportunity to review the Agreement; and (iii) the provisions of the Agreement are reasonable when considered as a whole.
4. Authority of Seller’s Agents. No agent, employee or representative of Seller has authority to bind Seller to any affirmation, waiver, representation or warranty concerning the Goods, not contained in the Agreement. An affirmation, waiver, representation or warranty will not be deemed to be part of the basis of the Agreement and will not be enforceable, unless it is expressly included within the Agreement, it is not a part of the basis of the Agreement.
5. Prices, Payment and Risk of Loss.
A. Prices. Prices contained in individual written quotations or proposals are firm only for a period stated therein and otherwise for 30 days from the date of the quotation, after which they are subject to a 3% or market increase. After the firm price period, the prices are subject to change, and Buyer should inquire of Seller as to their validity and request a written confirmation or revision. ANY PRICE COMMITMENT FOR MORE THAN ONE YEAR REQUIRES THE WRITTEN APPROVAL OF AN OFFICER OF SELLER AND ANY ACTIONS OTHERWISE INDICATING ACCEPTANCE DO NOT REPRESENT ACCEPTANCE OF A PRICE COMMITMENT FOR ANY LENGTH OF TIME. Prices do not include taxes and Buyer must pay all applicable sales or other taxes levied with respect to Goods (and replacements) and the Agreement, unless exempt from such taxes. All prices are in United States dollars and must be paid in U.S. dollars at the location specified in Seller’s invoice. Buyer must pay all government fees levied on the installation and inspection of the Goods, and to reimburse Seller for such payments, Buyer to pay Seller upon receipt of Seller’s invoices.
B. Risk of Loss and Title. The Agreement is for a shipment contract and, unless otherwise stated in a writing signed by Seller, the Goods will be delivered F.O.B. Seller’s dock. Whether or not Seller prepays shipping charges, risk of loss passes to Buyer upon tender of the Goods to a carrier and Buyer is responsible for selecting its preferred freight carriers and is responsible for their performance including but not limited to delays, damage and / or scheduling errors caused by Buyer’s freight carrier. Seller’s breach of the Agreement will not affect the passing of the risk of loss to Buyer notwithstanding any provision of law to the contrary. Notwithstanding the transfer of the risk of loss, title to the Goods will remain with Seller until Buyer pays for the Goods in full.
C. Price Adjustments. If any delay in delivery beyond the date of delivery scheduled at the time of entry of the order is requested or otherwise caused by Buyer, Seller will adjust the price under the provisions of this subsection. The current pricing is only valid for 90 days and that at the expiration of each 90-day period following agreement, Seller may unilaterally adjust and condition further supply on a new price, among other reasons, to cover Seller’s increased cost of performance due to, among other circumstances: volume fluctuations and increases in the costs of labor, materials, production or transportation and change in specifications or directions or in the law or other conditions beyond Seller’s reasonable control after the date of any quotation. Seller reserves the right to increase the purchase prices of the Goods in proportion to any increase in cost to Seller of raw materials from the date of quotation to the date of shipment. If the market price of any applicable raw material increase more than 3% in a 30-day period, after shipping stock within that 30-day period at the current price, any remaining stock or new production will be at an increased price to be negotiated at seller’s discretion, which must be exercised in good faith and reasonably.
D. Seller will retain 100% of all value-added or value-engineering or other savings that are the result of its efforts aimed at cost reduction whether these changes occur before or after the start of production. Seller and Buyer will equally share, 50%/50%, all value-added or value-engineering or other savings that are the result of joint engineering efforts aimed at cost reduction whether these changes occur before or after the start of production. Prices for goods and tooling are valid only for volumes quoted, with the ability to provide additional volume of 15% for short-term surge requirements of not more than 30 days within any 365-day period, and any demand for additional volume beyond 30 days are subject to additional tooling charges or price adjustment.
E. Changes at Buyer’s Request. Seller may unilaterally increase prices to cover increased costs (plus reasonable overhead and profit) of design, materials, manufacturing, treating, coating, plating, material or process capability data, logistics requests including but not limited to Advanced Shipping Notices if Buyer requires with shipment, and other performance by Seller, required by changes requested by Buyer to the Goods, schedule or any other performance by Seller after the date of any quotation. Seller is not obligated to perform any such changes, but will be compensated for them if Seller complies with such requested changes.
F. Shipping and Packaging. Except as otherwise provided in the Agreement, Seller will not be responsible for any freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges arising out of the performance of the Agreement. If such charges are specifically included in the price, any increase in rates for such services becoming effective after the date the price is quoted to Buyer will be added to the price. All Goods will be packed for shipment by Seller in accordance with its standard practices. It is Buyer’s responsibility whether or not Seller arranges shipping to determine whether additional packaging procedures and materials are appropriate for the shipment of Goods. Buyer will pay Seller for the additional procedures and materials. Buyer will pay Seller for additional handling charges for small, expedited or other shipments outside Seller’s normal and ordinary course of business. As an example only, requests for drop shipments must be in writing and an additional charge will apply.
G. Invoices. Invoices may be rendered separately for each shipment (including any early shipment) made by Seller. Buyer must pay all invoices net 30 days after the date of shipment. Seller may change any payment term in the Agreement to Buyer on seven days’ written notice.
H. Installments. Seller may elect to deliver the Goods in installments. Each installment of Goods to be delivered is to be considered as a separate sale, and Buyer must pay timely the price for each installment which is delivered. Any Goods indicated as back-ordered now or in the future will be considered an installment delivery. A failure to pay for an installment within the time for payment is a material anticipatory breach of other installments by Buyer.
I. Terms. Unless Seller expressly agrees in a signed writing: i) payment terms for all Goods produced for Buyer must be 30 days from date of shipment ii) payment terms for all engineering changes and Buyer’s Property, including but not limited to fixtures, gauges, tooling and related property will be 100% upon shipment of first sample.
J. Payment Demand and Acceleration. If, at any time, reasonable grounds for insecurity arise with respect to Buyer’s performance of its payment or other obligations hereunder, Seller may demand immediate payment in full or a documentary letter of credit approved by a U.S. bank acceptable to Seller or other financial security for such payment or other obligations. In addition, all amounts owed by Buyer to Seller will be accelerated and payable immediately if Buyer fails to make any payment on time and as otherwise required or if Buyer sells or transfers the line of business for which the Goods are purchased or is a participant in a merger or other reorganization
K. Export/Import Fees. All export and import permits and licenses and the payment of all export and import tariffs, duties, and customs fees will be the responsibility of Buyer.
L. Carrying Charge. All amounts not paid to Seller when due will incur a carrying charge of 1.5% per month to the extent allowed by law and otherwise at the highest written contract rate allowed by law.
M. Buyer’s Cooperation. All amounts due on installation or other event which requires the action or cooperation of Buyer which Buyer fails to supply timely will become due upon such failure.
N. Letters of Credit. If the Agreement permits or requires the use of a letter of credit, the letter of credit must be a documentary letter of credit assignable, irrevocable, confirmed by a United States bank with a payment office in Ohio acceptable to Seller, payable in installments, and require payment to Seller on submission of Seller’s invoice and a bill of lading. Buyer will pay all costs related to the letter of credit.
O. Right of Offset. Seller may offset or recoup any amounts owed by Seller or an affiliate of Seller to Buyer or an affiliate of Buyer against any amounts owed by Buyer or an affiliate of Buyer to Seller or an affiliate of Seller. Buyer waives any right of offset or recoupment and will pay all amounts owed to Seller when due regardless of any claim of Buyer regarding warranties or other issues arising under contract, tort, statute or otherwise. Payment of such amounts under written protest will not constitute a waiver by Buyer of its claims.
P. Allocation of Payments. Seller may allocate payments from Buyer among outstanding invoices in Seller’s discretion.
Q. Exchange Rate. Goods ordered under the Agreement which are procured by Seller from sources outside the United States are predicated on the rate of exchange in force at the time of the quotation (or Order if there is no quotation). If the rate of exchange between the United States dollar and the currency of the country from which the Goods are procured by Seller varies between the date of the quotation (or Order if there is no quotation) and delivery of the Goods, the price of the Goods will be increased or decreased accordingly to compensate Seller for such variation in the rate of exchange.
R. Retention. If retention of any portion of the price is permitted under the Agreement, it will be paid upon the earlier of written acceptance of the Goods and 30 days from substantial completion of Seller’s obligations.
S. Samples. Samples of Goods and sample test reports will be provided by Seller only upon Seller’s consent and at prices established by Seller or written agreement with Buyer.
6. Manufacturing. Seller may elect to provide Goods for supply under this Agreement or to procure such goods from third-party subcontractors or suppliers, and that sources may include countries outside the United States. To the extent that any requirements imposed by a governmental authority may limit or preclude the acceptance of products manufactured or sourced outside the United States (or from particular countries), or impose additional duties or other cost on products from such country of manufacture, Seller will have the option to shift the source of manufacture or supply to claim a Force Majeure and terminate the Agreement without liability to Seller.
7. Delivery and Releases
A. Shipping Dates. Shipping dates are estimates based on Seller’s present engineering and capacity and scheduling, may be dependent on lead times for outside contractors and second operations, and may be revised by Seller upon receipt or scheduling of Buyer’s order. All shipping dates are approximate and will be computed from the date of entry of the order on Seller’s books. Timely delivery is dependent on Buyer providing Seller with the minimum lead time quoted by Seller and Seller’s prompt receipt from Buyer of a written purchase order or acceptance, letter of credit, down payment and other conditions as specified in the Agreement, and of all drawings, information and approvals convenient or necessary to provide the Goods and/or to grant any credit terms in the Agreement.
B. Method and Cost of Shipment. Seller will deliver the Goods by tendering the Goods on its docks for placement in the possession of a carrier and, without liability, will make such contract for their transportation as Seller decides having regard for the nature of the Goods and other circumstances. Seller will generally follow Buyer’s shipping instructions, but may make reasonable changes thereto without liability and at Buyer’s cost. On Buyer’s request, Seller will obtain and send to Buyer documents necessary to enable Buyer to obtain insurance. Seller is not responsible to prepay transportation or insurance costs. Unless expressly agreed otherwise, Buyer must pay all handling and other charges incidental to transportation. Buyer must pay all expedite costs and fees including those that result from Buyer’s failure to provide Seller the quoted lead time, unless delay was exclusively due to the fault of Seller in which case Seller will be responsible for the incremental difference between the normal delivery costs and expedited delivery costs. Buyer is responsible for making any claim against the carrier and other handlers of the Goods after delivery to Buyer as provided above.
C. Forecast, Finished Goods, and Raw Material. Each month, Buyer will provide Seller with a rolling forecast matching the Seller’s longest quote lead time of its anticipated purchases of the Goods (Forecast), which will take into consideration Buyer’s existing inventory. Seller may rely on these Forecasts, and: (i) the first quarter, or three months, of each Forecast are Firm with respect to finished Goods; and (ii) the two quarters, or six months of each Forecast are Firm with respect to raw material. For clarity, “Firm” means that Buyer is committed to purchasing from Seller.
8. Delay of Shipment or Performance Excused for Various Reasons.
A. Delayed Shipment. If shipment or other performance by Seller is delayed at the request of or due to the fault of Buyer, Seller may at its option hold the Goods at the place of manufacture or elsewhere at the risk and expense of Buyer from the time it is ready for shipment. In the event of any such delay in shipment, full and final payment for Goods is due and payable within the terms listed on Seller’s invoice after Buyer is notified that the Goods are ready for shipment. If Seller is unwilling to accommodate Buyer by holding such Goods, Buyer must accept shipment immediately.
B. Delayed or Failed Delivery. All inspection, delivery and other dates for Seller’s performance are estimates only. In addition, Seller will not be in default because of its delay or failure to deliver or perform under the Agreement resulting, in whole or in part, from: (i) any foreign or domestic embargoes, seizures, acts of God, insurrections, war, or the adoption or enactment of any law, ordinance, regulation, ruling or order; (ii) shortages of raw materials or labor; (iii) the lack of usual means of transportation, fires, floods, explosions, strikes or other work actions, or any other accidents, contingencies, or events, at Seller’s or its supplier’s plant or elsewhere (whether or not beyond Seller’s control) which directly or indirectly interfere with, or render substantially more burdensome, Seller’s production, delivery, or performance; (iv) delays by Buyer in inspecting and acceptance, in furnishing requested specifications, materials, tooling or information, in making payments, or otherwise; (v) failure of Seller’s suppliers to perform including third party’s failure to provide Directed Source Supplies. If one or more deliveries hereunder is delayed by reason of any one or more of such occurrences for a period of 30 days, Seller may, at its option, terminate the Agreement as to the undelivered Goods or waive such delay and establish a new delivery schedule.
C. Supply Allocation. Whenever Seller’s supply of the Goods, materials or means of production is insufficient to meet the estimated delivery schedule or in the event of any occurrence mentioned above in Subsections A and B, Seller, in its sole discretion, may allocate its supply to its own use or other customers.
D. Effect. This Section will be effective even as to events described in Subsections A, B and C which exist on the date of a quotation or of contract formation.
E. Storage. If Buyer requests storage of Goods prior to final delivery, Seller will attempt to provide or arrange such storage, but a reasonable charge for storage as computed by Seller plus all expenditures incurred for space, insurance, and handling will be charged to Buyer. Invoices for Products stored at Buyer’s request will be provided at the beginning of the storage period and periodically thereafter, and payment will be due net 30 days from the date of invoice.
9. Inspection, Testing and Rejection.
A. Testing. If the Agreement expressly provides for Buyer’s inspection and/or acceptance of the Goods, Seller’s standard test procedures conducted by Seller’s representative will be the criteria for inspection and/or acceptance, unless other specific procedures have been specified in the Agreement. On request, Seller will quote to Buyer additional charges required to conduct any additional procedures requested by Buyer which may be acceptable to Seller.
B. Rejection. All manuals, drawings, specifications, technical documentation, samples, prototypes and Goods will be deemed approved and/or accepted by Buyer if Buyer does not provide a written objection and/or rejection within seven days of receipt or other reasonable time established by Seller. Buyer will have seven days after receipt of the item to inspect and either accept or provide notice of objection and/or rejection. If it is rejected, Buyer must send a sufficient number of sample parts to Seller for testing so that it will arrive no later than 10 days after receipt of the item by Buyer. Failure to so act will constitute an irrevocable acceptance by Buyer of the item. Any objection and/or rejection by Buyer must be in writing and state with specificity all defects and non-conformities upon which Buyer will rely to support its rejection. ALL DEFECTS AND NON-CONFORMITIES WHICH ARE NOT SO SPECIFIED ARE WAIVED. Buyer may reject the Goods only for material non-conformities and all non-material non-conformities will be resolved under the express warranty. If Buyer rejects any tender of the Goods and if requested by Seller, Buyer must return them to Seller, express, collect, within three days after such request. A failure to so return constitutes an irrevocable acceptance. No attempted revocation of acceptance will be effective, and Buyer will be limited to any available remedies specifically provided in the Agreement. Seller will advise Buyer within a reasonable time as to a disposition of the Goods rejected, whether to sort, destroy, return, or otherwise dispose of them. There will be no limitation on the period of time in which Seller may cure any non-conformity or breach, provided it continues to make reasonable efforts to cure.
C. Inspectors. If the Agreement requires, or Buyer or Seller requests in writing, inspection or testing prior to shipment, and upon notification by Seller that the Goods are ready for inspection or testing, Buyer will provide at the place of manufacture, at its own expense, one or more qualified and authorized employees to inspect and/or test the Goods, check the Goods for general compliance with the Agreement, and authorize shipment. If Buyer fails to do so within seven days, then Seller may, in its own discretion, determine that Buyer has waived the right of inspection, testing and/or acceptance prior to shipment and ship the Goods. Correction of defects or non-conformities, which would likely have been discovered by Buyer’s inspection and/or testing will be at Buyer’s expense.
D. Testing Facilities. Buyer will provide, at its cost and risk of loss, all materials, fixtures, tooling and other items necessary for any inspection and/or testing required by the Agreement or requested by Seller. If Buyer fails to supply such items within the time required, Seller may supply them at Buyer’s expense or test by such means as available at the place of manufacturer. Equipment, parts and materials furnished by Buyer for testing and/or inspection will be returned to Buyer at Buyer’s cost, unless Buyer authorizes their disposal. If the Goods include the necessary fixtures and tooling, the inspection and/or testing at the place of manufacture may be performed on production or other equipment similar to, but other than, that identified to the Agreement.
E. Delivery Shortages. Any claim by Buyer for shortages in any delivery must be in writing with satisfactory written evidence delivered to Seller within seven days of receipt.
F. Expenses. Any expense incurred by Buyer in the inspection or testing of the Goods will be paid by Buyer, whether or not the Goods have been rejected as defective or non-conforming or the Goods have been accepted and a warranty claim has been made for correction of a defect or non-conformity.
G. Claims. If Buyer claims delivery of material not as ordered, he must notify Seller within 10 days of receipt of shipment. If such claim is sustained, Seller will repair, replace, credit or complete order within the limitations of No. 5 – QUANTITIES. Charges for repair or inspection of parts by Buyer without prior authorization cannot be honored. Seller may inspect the goods on Buyer’s premises or of taking back the goods and deciding whether to replace goods or credit Buyer. Claims for shortage of goods must be presented within 10 days after receipt and must state our packing slip number, number of cartons received, gross weight received to the nearest pound, and net weight of the parts received to the nearest 10th (.10) of a pound. Any claim for shortage not presented in accordance with this provision will not be honored. Seller will not allow claims on those goods further processed by Buyer resulting in change of dimensions or characteristics from parts as ordered.
H. Tolerances / Specifications. All dimensions must be limited by a specific tolerance. When Buyer purchases to his own specifications, Seller will not be responsible for the design and fitting of parts.
I. Inspection. Inspection by Seller is made on a sample basis only. If 100% inspection is required, it is at Buyer’s expense. Acceptable quality levels must be established by Buyer in writing prior to quotation by Seller.
10. Assumption of Risk. Buyer assumes all risks of using the Goods alone and in connection with other equipment. Seller has no responsibility to determine the adequacy of the foundation, utilities, skills of Buyer’s staff, or any other matter. Buyer assumes all risk of using the Goods in its location and in connection with other equipment or improvements.
11. General Express Warranties.
A. General. Seller warrants to Buyer only, subject to the disclaimers and limitations of the Agreement, that Goods to the extent performed by Seller will be free from defects in workmanship, excluding design, at the time of delivery, and will repair or replace Goods that fail due solely to manufacturing defects in workmanship, which are discovered within the period of 12 months from the delivery date to Buyer. Under no circumstances will the warranty period extend beyond 12 months from the date of delivery of the alleged non-conforming or defective Goods to Buyer. When Buyer purchases to his own specifications, Seller will not be responsible for the design and fitting of Goods, and/or the function of Goods. This is not a warranty of performance, but a limited warranty as to the condition of the Goods at delivery. Because the Goods may be subject to a wide variety of use, installation, maintenance and cleaning, the warranty is only against such defects and not against any other failures such as, but not limited to, those due to normal wear and tear, normal maintenance and unknown causes. Perishable items are excluded from this warranty against defects.
B. Nonmaterial Changes. Seller warrants to Buyer only that the Goods will be as described in the Agreement in all material respects, subject to the limitations stated in these Terms and Seller’s published and internal standards. Seller may, in its discretion, also rely on any generally accepted industry standards.
C. Warranty Requirements. Seller’s warranties will apply only if the Goods: (i) have been installed, maintained and used in conformity with the highest industry practices; (ii) have been subjected to normal use for the purpose for which the Goods were designed and approved for in writing by Seller; (iii) have not been subjected to misuse, negligence or accident; (iv) have not been altered or repaired by persons other than Seller in any respect which, in the judgment of Seller, adversely affects the condition or operation of the Goods; and (v) have been fully paid for.
D. Records. Buyer must create, maintain and make available to Seller, permanent records of the installation, maintenance, use and disposition of the Goods.
12. Patent Warranties. Seller disclaims any implied warranty of non-infringement. If the designs or specifications are furnished by Buyer, Buyer warrants that they do not infringe on any patent or other intellectual property right, and must indemnify and hold harmless Seller from any claims of infringement against Seller relating to their use by Seller.
13. Disclaimer and Limitation of Express Warranties. There are no express warranties other than those contained in the Agreement, and they are not assignable. Any representations as to performance and other matters, except as contained in the Agreement, were for illustrative purposes only, and do not constitute a warranty. Whether or not the Goods are to be used exclusively by Buyer, there will be no third-party beneficiaries to the express warranties contained in these Terms. Seller does not warrant any portion of the Goods not conceived, designed, developed or manufactured by Seller (whether or not specified by Buyer), but Seller must assign to Buyer upon request all assignable warranties of Seller’s suppliers related to such Goods. Seller is not responsible for any errors or omissions or for any loss or damage resulting from any descriptions, shipping specifications, illustrations, representations as to quality or capabilities, or any other information. Such information provided by Seller is intended for general information only. Seller does not warrant that it or the Goods are in compliance with any entity, organization or industry standards, guidelines or procedures unless specifically contained in the Agreement.
14. Remedies and Limitation of Seller’s Liability.
A. General. Defective or non-conforming Goods or parts thereof discovered during the express warranty period will be repaired, or replaced by Seller without any additional charge and shipped to Buyer, FOB Seller’s plant, for reinstallation by Buyer at its cost, subject to the terms hereof. The warranty obligation of Seller is limited to the repair or replacement at Seller’s plant of any part of the Goods which Buyer must, exercising reasonable judgment and within the warranty period, return to Seller, with transportation charges prepaid by Buyer, and which Seller will determine upon examination to be defective or not in conformity with the express warranties contained in these Terms. Seller will also reimburse Buyer for any costs incurred in the repair or replacement of defective Goods which had been installed during production of a new vehicle in an amount not to exceed the purchase price paid by Buyer for the Goods that fail due to a defect covered by Seller’s express warranty. Goods cannot be deemed defective or non-conforming if Seller cannot duplicate the alleged failure. If the alleged failure can be duplicated by Seller, Seller will discuss the potential causes with Buyer, and then determine whether the failure is due to a non-conformity or defect attributable to Seller. In lieu of repair or replacement, if Seller elects, Seller may, upon return of such Goods and making a determination of nonconformity or defect, keep the Goods and refund the purchase price. Seller may provide such repairs itself or through its third-party contractors. Buyer’s remedies are limited (even in the event of Seller’s default of its warranty obligations or a failure of an item to meet its intended purpose) exclusively to those provided in this Section. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS PROFITS OR REVENUES; INCREASED COSTS; DAMAGE TO EQUIPMENT, TOOLING, PREMISES, OR WORK-IN-PROCESS; COST OF CAPITAL; COST OF PURCHASED POWER; SUBSTITUTE OR ADDITIONAL EQUIPMENT, FACILITIES OR SERVICES, PRODUCTION INTERRUPTION OR START-UP; OR THE CLAIMS OF THIRD PARTIES FOR SUCH DAMAGES. Buyer waives any causes of action or theories of liability including, but not limited to, those arising under contract, tort, strict liability, product liability statutes, or otherwise, except as specifically provided by the UCC as modified and limited in these Terms. The replacement or repair of Goods by Seller does not give rise to any new warranty, and the warranty period provided for in these Terms will not be extended by the length of any period from the date the defective or non-conforming Goods are received by Seller until the date the repaired or replacement Goods are delivered to Buyer.
B. Buyer’s Obligations. Buyer must contact Seller to request warranty coverage, a return authorization number, and other instructions relating to the return of Goods. If requested by Seller, Buyer must issue a new purchase order or amendment to Seller for replacement parts, subject to Seller issuing a credit memo if Buyer’s claim for warranty coverage is approved. Buyer must comply with Seller’s return instructions (including return of the Goods) within 30 days or the claim will be deemed conclusively to have been abandoned. Buyer is responsible for properly tagging, identifying and packing returned Goods. Goods returned without compliance with the above procedures must be returned to the sender at sender’s cost.
C. Defense and Indemnification. Buyer must defend and indemnify Seller from all liability for claims, damages, losses and expenses incurred: (i) as a result of the use or disclosure of Seller’s confidential or proprietary information (except in the performance of the Agreement) by Buyer or its contractors; and (ii) as a result of the advice, direction, information and/or specifications furnished by Seller to, and relied on by, Buyer’s contractors to the extent the liability exceeds any liability as limited by the Agreement had the advice, direction, information and/or specifications been furnished to, and relied on by, Buyer.
D. Prior Written Consent. Seller will not be liable for any costs related to a recall, service campaign or similar action without its prior written consent. Seller’s maximum obligation in any such activity (including the provision of replacement Goods and all other costs) will not exceed Seller’s average annual sales to Buyer of the specific Good.
E. Scope of Liability. Under no circumstance will Seller’s liability exceed Buyer’s uninsured loss. Buyer waives any right of subrogation. Buyer waives any right of indemnity or subrogation as to third-party claims, in excess of any applicable insurance carried by Seller.
F. Substantial Compliance. Seller will not be liable for any damages for breach of any provision with which it has substantially complied.
15. Disclaimer of Implied Warranties. SELLER DISCLAIMS ALL IMPLIED WARRANTIES AND SIMILAR OBLIGATIONS (OTHER THAN GOOD TITLE) INCLUDING BUT NOT LIMITED TO THOSE OF FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY, WHETHER OTHERWISE ARISING BY LAW, CUSTOM, USAGE, TRADE PRACTICE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, as to the performance or capabilities of the material as heat treated, or the heat treatment. There are no warranties which extend beyond those express warranties contained in the Agreement. Buyer affirms that it has not relied upon Seller’s skill nor judgment to select or furnish the Goods for any particular purpose beyond the specific express warranties in the Agreement. Any design provided by Seller is based on information provided by Buyer. Seller may rely entirely on information provided by Buyer and is under no obligation to verify such information or take any action to obtain explanatory or supplemental information from Buyer or third parties. Buyer’s approval of drawings and/or prototypes constitutes Buyer’s acceptance and waiver of any responsibility for a failure to consider information provided by Buyer. Any modifications of drawings, prototypes and other work of Seller after approval by Buyer will be at Buyer’s expense at Seller’s normal rates for services and materials. Seller does not warrant the Goods will comply with the requirements of any safety or environmental code or regulation of any federal, state, municipality or other jurisdiction beyond the specific express warranties in the Agreement.
16. Design, Parts, Service and Training Provided by Seller. All design, application engineering, parts, labor, service, if any, provided by Seller or its agents and contractors (including those provided under purchase orders subsequent to the Agreement) related to the Goods (whether or not covered by warranty) are subject to all limitations and disclaimers of warranties and remedies provided in the Agreement. Buyer will pay Seller for all non-warranty work in advance or upon such other terms as may be agreed. Seller may have access to the Goods during or after installation of the Goods. Seller is not under any duty to inspect the Goods for any defects or any improper use or modification of the Goods nor to correct or advise Buyer of any such condition, use or modification which is observed. Any notification which may be given is voluntary and subject to all limitations and disclaimers in the Agreement.
17. Responsibility for Safety.
A. Buyer’s Obligations. Goods designed and manufactured by Seller are capable of being used in a safe manner, but Seller cannot guarantee their safety under all circumstances. BUYER MUST INSTALL AND USE THE SERVICES IN A SAFE AND LAWFUL MANNER IN COMPLIANCE WITH APPLICABLE HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS AND LAWS AND GENERAL INDUSTRY STANDARDS OF REASONABLE CARE. It is Buyer’s or other user’s responsibility to provide all proper dies, devices, tools, training, and means that may be necessary to effectively protect all personnel from serious bodily injury which otherwise may result from the method of particular installation, use, operation, setup, or service of the Goods. Buyer should comply with ANSI Safety Standards, OSHA and similar state regulations, and other sources to insure the safe use of the Goods.
B. OSHA Compliance. Seller believes that the Goods will be in substantial compliance with the general requirements of federal OSHA regulations directly associated with operator safety and noise level control. The technical detail of the complete OSHA regulations and the existence of many other safety, environmental, and similar standards render it impracticable to provide any other compliance unless Buyer requests compliance with specific sections or paragraphs of OSHA or other standards and such standards are included in Seller’s quotation. Because of changes which occur in OSHA, state codes, local codes and user safety and other programs, Seller must be advised by Buyer in writing if it desires specific modifications in the Goods required for compliance. A quotation will be submitted for such requested modifications.
A. Third Parties. Buyer will indemnify Seller from any and all third-party claims, damages and expenses (including reasonable attorney fees) under theories of tort, product liability, negligence (ordinary or gross), warranty, contract, statute or otherwise arising out of the production, use, storage, sale, processing or other disposition of the Goods, supplies or materials used in connection with the Goods, or parts manufactured with the Goods, if the action or inaction of Buyer or its employees, customers or agents, or Buyer’s design specifications, were a material or proximate cause of injuries or damages giving rise to claims against Seller. Seller is under no obligation to indemnify Buyer for any reasons.
B. Buyer’s Indemnity for Unsafe Use. If Buyer fails to comply with the obligations set forth in this subsection, Buyer will indemnify and save Seller from any liability or obligation incurred by Seller to persons injured directly or indirectly in connection with the operation of the Goods and all warranties of Seller will become automatically void. Buyer will notify Seller promptly, and in any event within 30 days, of any accident or malfunction involving Goods which results in personal injury or damage to property and will cooperate fully with Seller in investigating to determine the cause of such accident or malfunction, including allowing Seller access to the Goods and Buyer’s reports regarding the Goods for Seller’s inspection. If Buyer fails to provide such notice and cooperation to Seller, Buyer will indemnify Seller from any claims arising from such accident or malfunction whether or not the Goods are non-conforming or defective.
19. Security Interest. In addition to any security interest granted by the UCC or other law, Buyer grants a security interest to Seller in all Goods and Buyer’s Property, and documents related thereto, and proceeds and products from Buyer’s Property, to secure all obligations of Buyer to Seller, whether or not arising under the Agreement. Seller may file a financing statement and at Seller’s request, Buyer will sign financing statements and other documents, evidencing and confirming the security interest. Buyer grants Seller an irrevocable power of attorney to sign Buyer’s name to a financing statement if necessary or convenient to perfect Seller’s security interest. Buyer must provide a lien waiver from all third parties to whom the Goods may be delivered. Buyer must provide a landlord’s waiver of any lien rights at the premises to which the Goods are to be installed. In case of a default by Buyer, Seller may peaceably enter the premises of Buyer and others and take other actions to repossess all Goods in which it has a security interest. In case of a default by Buyer, Buyer irrevocably appoints Seller as its agent to obtain possession of the Goods and documents related thereto. Seller may install and activate procedures or devices to make the Goods or Software non-operative upon Buyer’s default. The Goods will be and remain strictly personal property and retain their character as such, no matter whether on permanent foundation or in whatever manner affixed or attached to building or structure, or for what purpose the Goods may be used. Buyer will maintain the Goods in a segregated area and not co-mingle any Goods which are not fully paid. Buyer may not sell, exchange, transfer, convey, mortgage, pledge, hypothecate or grant a security interest in any Goods which are subject to the Agreement if payment thereof will not have been made in full to Seller. Buyer will immediately advise Seller in writing of any damage to, change in location of, or seizure of, any of the Goods the price of which has not been paid to Seller.
20. Proprietary Information.
A. Buyer’s Rights to Confidentiality. Buyer acknowledges that any information disclosed to Seller has not and will not be considered by Buyer to be confidential or a trade secret unless clearly and conspicuously noted on the disclosure, or in some other writing delivered to Seller at or prior to the time of the disclosure.
B. Seller’s Rights to Confidentiality. All proposals, plans and other information furnished by Seller, in any form, during bidding, negotiating and performing the Agreement, are confidential and the property of Seller, whether or not marked “Confidential”, and may not be shown or disclosed to any other bidder, and may not be shown or disclosed to any other third party or used by Buyer except as may be necessary for the selection or use of the Goods and Seller provides Buyer with written consent.
C. Patentable Features. Any design, invention or other information developed by Seller in the performance of the Agreement will remain the property of Seller, whether or not Seller charges for design, research, development, testing, or similar services. Any patentable features developed by Seller will be the property of Seller and Seller will be under no obligation to refrain from using in its business any information, manufacturing processes or unpatented disclosures which may pass to it from Buyer in the performance of the Agreement, except as provided in Subsection A.
D. Drawings and Calculations. Seller is not obligated to furnish detailed or shop working drawings, engineering calculations, computer programs, or other information for any Goods or part thereof.
E. Buyer’s Obligations. Buyer must treat as confidential any business proposal from Seller and all technology made available, directly or indirectly to Buyer by Seller and by Seller’s licensors, including but not limited to drawings, schematics, specifications, bills of material, test results, analysis, recommendations, models, and designs, and Buyer may use such proposal and technology only to evaluate its business relationship with Seller and to enable Buyer to perform under the Agreement. Buyer may not disclose, or authorize or instruct Seller to disclose, any confidential or proprietary information of Seller to any third party that is not bound by contract to at least the same duty of confidentiality to Seller as is Buyer. In addition, only those employees and contractors of Buyer having a need-to-know and bound by contract by the same confidentiality provisions as Buyer may be given access to such technology. Buyer must maintain, for Seller’s inspection, written records which must include the names and address of such employees and contractors granted such access. Buyer will indemnify Seller from all expenses and damages related to the improper use or disclosure by Buyer or its employees and contractors. Business proposals and technology of Seller may be protected by patent, copyright, trademark and other law. No license or other right to business proposals or technology is granted to Buyer.
20. Intellectual Property. Any Intellectual Property owned or licensed by Seller and used by Seller in connection with the performance of its obligations will remain the exclusive property of Seller and its licensors, as the case may be. Nothing in this Agreement will be deemed to grant Buyer any license or any other rights in such Intellectual Property. The term “Intellectual Property” includes without limitation all of the following: (i) inventions, discoveries, patents, patent applications and all related continuations, divisional, reissue, utility model, design and process patents, applications and registrations thereof, certificates of invention; (ii) works, copyrights, registrations and application for registration thereof; (iii) computer software programs, data and documentation; (iv) trade secrets, confidential information, know-how, techniques, designs, prototypes, enhancements, improvements, work-in progress, research and development information; and (v) all other proprietary rights relating to the foregoing.
21. Solvency of Buyer. Buyer represents that it is solvent, able to pay the price for the Goods, and that all financial and business information given to Seller is correct. If Buyer becomes insolvent before delivery of the Goods, it must notify Seller. Buyer’s acceptance of delivery will be a reaffirmation of Buyer’s solvency, and that there has not been a material adverse change to Buyer’s financial condition.
22. United States Government Regulations. Buyer may not engage in any transaction with respect to the Goods, by way of resale, lease, shipment or otherwise, which violates any statute or regulation of the United States of America.
23. Fair Labor Standards Act. Seller certifies that any Goods produced in the United States will be produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the U.S. Fair Labor Standards Act, as amended, and of the regulations and orders of the U.S. Department of Labor issued under Section 14 thereof. No other certifications or waivers regarding payments to Seller’s suppliers or laborers are required.
24. Cancellation/Termination. If Buyer cancels or terminates any Forecast and / or this Agreement for any reason, Buyer must immediately purchase all finished Goods, raw materials, and work in process that were purchased to produce, or fall within, the Firm quantities the preceding Section. With respect to the work in process, Buyer is obligated the pay the then current purchase price. Buyer is also obligated to immediately reimburse Seller the cost of manufacture and liquidated damages (including labor, engineering, unamortized development cost, equipment time and overhead) computed using Seller’s standard internal costing procedures, plus 15% of the sale price of the Goods. BUYER AND SELLER ACKNOWLEDGE THE GREAT DIFFICULTY OF PROVING DAMAGES FOR THE CANCELLATION OF PRODUCTS SUCH AS THE GOODS, AND THE REASONABLENESS OF THIS LIQUIDATED DAMAGES PROVISION.
A. Default. If Buyer defaults in the performance of its obligations, if Buyer advises Seller that it will default in the performance of its obligations, or if any action is started by or against Buyer seeking the appointment of a trustee or receiver or the entry of an order for debtor’s relief for Buyer, Seller may cease performance of its obligations, recover the Goods in transit or delivered, disable delivered Goods, and otherwise enforce its remedies for Buyer’s default.
B. Compensation. Seller will be awarded interest, consequential and incidental damages and costs (such as interest and actual reasonable attorney fees) in any proceeding to enforce its remedies in which it obtains relief or damages or in which it prevails in the defense of any action by Buyer.
C. Security. Seller may require that Buyer post security for any or all amounts to be paid if Seller has a good faith doubt as to Buyer’s ability to make prompt payment. If Buyer does not post such security, Seller may cease performance of its obligations, and enforce its remedies for Buyer’s default.
D. Cumulative Rights and Limitations. All rights granted to Seller and all limitations in favor of Seller in the Agreement and by law are cumulative, except that Seller will be entitled to only a single full recovery.
E. Good Faith. Seller will not be liable for any action taken pursuant to a good faith exercise of any of its rights under the Agreement or law.
F. Waiver. Seller’s failure or delay in enforcement of any provision will not constitute a waiver of a breach or of that provision.
26. Consequential, Incidental, and Other Damages. BUYER AND THIRD PARTIES ARE NOT ENTITLED TO ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, AS DEFINED IN THE UCC OR OTHERWISE. This limitation will be enforced regardless of whether Seller has defaulted in its warranty or other obligations or the limited warranty is held to fail of its essential purpose. Any legal inability to limit or restrict the right of Buyer or a third party to such damages will not affect the right of Seller to indemnification hereunder, and under no circumstance will Buyer recover more than the purchase price. UNDER NO CIRCUMSTANCES WILL SELLER’S LIABILITY FOR CLAIMS FOR NON-DELIVERY OR OTHER NON-PERFORMANCE, DEFECTIVE PERFORMANCE, NON-CONFORMING GOODS, DEFECTIVE GOODS OR OTHERWISE EXCEED THE AMOUNT RECEIVED BY SELLER FOR THE PERFORMANCE OR SHIPMENT WHICH CONTAINED THE NON-CONFORMING GOODS, DEFECTIVE GOODS OR SUCH OTHER EVENT GIVING RISE TO THE CLAIM.
27. Claims. COMMUNICATIONS CONCERNING DISPUTED DEBTS OR OTHER CLAIMS, INCLUDING AN INSTRUMENT TENDERED AS FULL SATISFACTION OF A DEBT OR MUST BE DELIVERED TO THE PRESIDENT OF SELLER.
28. Service Parts. This Agreement covers production Goods only, and not service parts. If Buyer requires goods beyond date of last production of such vehicle model for which the goods were supplied, Buyer and Seller will renegotiate as they see fit.
29. Force Majeure. Seller will not be responsible for any delay or failure in any performance due, without limitation, to acts of God, war, warlike conditions, blockade, embargoes, riots, governmental restriction, duty, or tariff, labor disturbances, unavailability of anticipated usual means of supplies, materials, or labor, transportation or loading facilities, wrecks, epidemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond its reasonable control.
30. Commercial Activity; Absence of Immunity. Buyer represents that it is subject to civil and commercial law with respect to its obligations, and the making and performance by it of the Agreement constitute private and commercial acts rather than public or governmental acts. Buyer represents that it and its property are not entitled to immunity on the grounds of sovereignty or otherwise form the jurisdiction of any court or from any action, suit, set-off or proceeding, or service of process in connection otherwise, arising under the Agreement.
31. Limitations of Actions. A proceeding by Buyer for breach of the Agreement or any other right against Seller arising from or in connection with the Agreement cannot be filed nor maintained by Buyer unless: (i) it is commenced within one year after the cause of action has accrued; (ii) Buyer has given timely written notice to Seller of the details of its claim as provided in these Terms; and (iii) Buyer pays all amounts due to Seller or deposits the unpaid portion of the purchase price with the tribunal pending final adjudication. An action for breach of warranty or any other provision of the Agreement accrues no later than shipment of the Goods to Buyer whether or not installation or other post shipment services are required by the Agreement.
32. Choice of Law. THE AGREEMENT IS GOVERNED, CONSTRUED AND ENFORCED UNDER THE LAWS OF OHIO, EXCEPT AS PROVIDED IN THESE TERMS. The U.N. Convention on the International Sales of Goods does not apply.
33. Jurisdiction. THE FEDERAL AND STATE COURTS COVERING THE COUNTY OF LORAIN (OHIO) HAVE EXCLUSIVE JURISDICTION OVER BUYER AND SELLER AND THE CLAIMS ARISING UNDER OR RELATED TO THE AGREEMENT OR ANY CONTROVERSY ARISING FROM THEIR RELATIONSHIP, UNLESS WAIVED IN A WRITING SIGNED BY SELLER AND SUBJECT TO ANY RIGHT OF ARBITRATION WHICH MAY BE PROVIDED BY THE AGREEMENT. Any declaration of unenforceability of a provision will be as narrow as possible and will not affect the enforceability of the other provisions. A tribunal with jurisdiction reform a provision of the Agreement, at the request of Seller, to the extent minimally required for enforcement.
34. Arbitration. At Seller’s election, all controversies and claims arising out of or relating to the Agreement, or the breach thereof, will be settled solely by arbitration held in Lorain County, Ohio, provided that Seller may also elect to institute, prior to formation of the arbitration panel, an action for a claim and delivery or replevin action to enforce its security or other interests in the Goods. The arbitrator(s) may enter an interim award that the Goods be returned to Seller for appropriate disposition and the application of any proceeds to amounts owed to Seller. Judgment upon any arbitration award may be entered in any court of record having jurisdiction thereon. No demand for arbitration hereunder may be filed by Buyer. The arbitrator(s) will be bound by the terms of the Agreement and will not apply any principles of ex aequo et bono nor allow any claims not specifically permitted by the Agreement. The arbitrator(s) may include the fees of the arbitration tribunal and arbitrators in an award. The arbitration proceedings and the award will be confidential.
35. Severability. Any provision found to be unenforceable by a final unappealed order entered by the court or tribunal will be severed from this Agreement. Such severance will be as narrow as possible and may not affect the remainder of this Agreement in such action and other actions, unless the court or tribunal also finds, on the request of Seller that without such provision as originally written, the Agreement is not likely to meet the reasonably commercial expectations of Buyer and Seller and in such case, the court or tribunal will enter an equitable judgment of rescission, termination or reformation of this Agreement as necessary to reach an equitable result.
36. Assignment. No right or interest in the Agreement may be assigned by Buyer without the prior written consent of the Seller. Any assignment attempted by Buyer will be void and ineffective for all purposes unless made in conformity with this section.
SHIPPING AND BILLING:
(a) All material shall be properly packed, marked, and shipped in accordance with the requirements of the common carrier transporting much material and of this purchase order and in a manner that will permit the lowest transportation rates.
(b) Seller shall properly mark each package with Buyer’s order number and where multiple packages comprise a single shipment each package shall also be consecutively numbered and the package that holds the packing slip shall be so marked.
(c) Packing slips must accompany each shipment.
(d) Original bill of lading, or other shipping receipt, plus INVOICES IN DUPLICATE, for each shipment shall be promptly forwarded by seller.
(e) No charges will be allowed for boxing, crating, drayage, or storage, unless such charges are included in the order.
(f) Invoices and packing slips should not reflect more than one purchase order number at a time.
The contract resulting from the acceptance of this order is to be construed according to the laws of the state from which this order issues, which is printed on the opposite side hereof. This contract is non‑assignable by the seller. ‘The terms and conditions of sale as stated in this purchase order govern, in event of conflict with any terms or conditions of Seller’s proposal, and are not subject to change by reason of any written or verbal statements by Seller or by any terms stated in Seller’s acknowledgment unless the same be accepted in writing by Buyer.’
‘Deliveries are to be made both in the quantities and at the time specified in schedules furnished by Buyer. Buyer shall not be liable for payment for Materials or articles delivered to Buyer which are in excess of the quantities specified in the delivery schedules. Buyer shall have the right to refuse shipments delivered ahead of schedule and such shipments may be returned to Seller at Seller’s expense. Buyer shall have the right at any time to change delivery schedules or to direct temporary suspension of scheduled shipments.’
INSPECTION AND REJECTION:
Material noted on this order are subject to our inspection and approval. All defective material or material not in accordance with Buyer’s blue prints or specifications will be held or returned at Seller’s risk and expense. If returned, the defective material must be scrapped unless it can be reworked to the satisfaction of the Buyer. It is never to be used or offered for sale to anyone except as scrap and then only after it has been mutilated. ‘No articles or materials returned by Buyer as defective shall be replaced without formal replacement order.’
The Buyer reserves the right to cancel this order or any part thereof if delivery is not made within the time specified herein, or within the time specified in Buyer’s delivery schedules, or if no time is specified, then within a reasonable time.
Buyer reserves the right at any time to make changes in drawings and specifications as to any material and/or work covered by this order. Any difference in price or time for performance resulting from such changes shall be equitably adjusted. All other modifications or variations of the contract in order to be binding shall be in writing and signed by the parties through their fully authorized agents.
Seller warrants that said articles shall conform to the description and specifications as herein provided shall be of good material and workmanship merchantable and adapted for the purposes intended and free from defects.
Unless otherwise herein agreed, Seller at its own expense shall furnish, keep in good condition and replace when necessary all dies, tools, gauges, fixtures and patterns necessary for the production of the material ordered CHECK WITH BUYER
BEFORE REPLACING WORN OUT TOO
The cost of changes in the aforementioned items necessary to effect design or specification changes ordered by Buyer shall be paid for by Buyer. Buyer has the option, however, to take possession of and title to any dies, tools, gauges, fixtures and patterns that are special for the production of the material covered by this order and shall pay to Seller the unamortized cost thereof; provided, however that the option shall not apply if the material hereby ordered is the standard product of Seller, or if a substantial quantity of like material is being sold by Seller to others. All such dies, tool, gauges, fixtures and patterns owned by Buyer shall be fully insured by Seller against loss by fire or extended coverage.
MATERIAL FURNISHED BY BUYER:
Any material furnished by Buyer, on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment. All such Materials not used in the manufacture of the product covered by this purchase order shall, as directed, be returned to Buyer at Buyer’s expense, and if not accounted for or so returned, shall be paid for by Seller. All such materials, including, but not limited to, tools, dies, gauges, jugs, fixtures, etc. owned by Buyer shall be fully insured by Seller against loss by fire or extended coverage.
Seller shall not be responsible for delays or defaults in delivery, nor the Buyer for failure to receive, if occasioned by war, strikes, fires, acts of God, or public enemy, labor or transportation difficulties, or any other causes beyond the control of the party in default. ‘The Buyer shall have the right, however, to cancel this order in accordance with the paragraph hereof entitled ‘Cancellation.’
By accepting this order Seller agrees to defend, protect and save harmless the Buyer, its successors, assigns customers and the users of its products, against all suits at law or in equity and for all damage claims, and demands for actual or alleged infringement of United States or foreign letters patent by reason of the use of the materials or articles hereby ordered.
If this order covers performance of labor for the Buyer, the Seller agrees to indemnify and protect the Buyer against all liabilities, claims, or demands for injuries or damages to any person or property growing out of the performance of this contract. The Seller further agrees to furnish a Certificate from its insurance carriers showing that it carries adequate Workmen’s Compensation, Public Liability, and Property Damage insurance coverage. Said Certificate must show the amount of coverage, number of policy and date of expiration. If Seller is self‑insured, he must have the Department of Labor and Industry of the state in which said labor is to be performed furnish Certificates of same direct from their office to the Buyer. Seller agrees to carry and to furnish certificates from its insurance carriers showing that it carries insurance in the following minimum limits:
Workmen’s Compensation ‑Statutory Limits
Public Liability ‑500,000/1,000,000 Limits
Property Damage ‑500,000/1,000,000 Limits
Automobile‑B.I. ‑250,000/ 500,000 Limits
Automobile‑P.D. ‑500,000 Limits
Contractual Liability ‑500,000/1,000,000 Limits
FAIR LABOR STANDARDS ACT:
All invoices must carry the following certificates: ‘Seller hereby certifies that these goods were produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act as amended, and of regulations and orders of the United States Department of Labor issued under Section 4 thereof.’
All bills for payment shall be accompanied by WAIVER OF LIEN from all subcontractors and material suppliers together with contractor’s waiver of lien and sworn statement that laborers, material suppliers and subcontractors have been paid in full.
FAIR EMPLOYMENT CLAUSE:
‘The contract provisions of Section 202 of Executive Order 11246 of September 24, 1965 generally known as the equal opportunity clause are incorporated herein by reference.’
LAST MODIFIED APRIL 2, 2020
This Policy describes the types of information we may collect from you or that you may provide when you visit the website https://alco.com/ (our “Website”) and our practices for collecting, using, maintaining, protecting, and disclosing that information.
This Policy applies to information we collect:
On our Website where this Policy is posted.
In email, text, and other electronic messages between you and this Website.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
It does not apply to information collected by:
Us offline or through any other means, including on any other website operated by ALCO or any third party (including our affiliates and subsidiaries); or
Any third party (including our affiliates and subsidiaries), including through any application or content that may link to or be accessible from or on the Website.
This Policy is incorporated by reference into the Terms of Service to which you agreed upon entering the Website, registering with us, requesting a quote, or signing up for our services. Please read this Policy carefully to understand our policies and practices regarding your information and how we will treat it. By accessing or using this Website, you agree to this Policy. If you do not agree with this Policy, your choice is not to use our Website. This Policy may change from time to time. Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check this Policy periodically for updates.
This Policy explains:
Children Under the Age of 16
Information We Collect About You
How We Collect Information
Cookies and Automatic Data Collection Technologies
How We Use Your Information
Disclosure of Your Information
Choices About How We Use and Disclose Your Information
Accessing and Correcting Your Information
Your California Privacy Rights
Contact and Opt-Out Information
II. Children Under the Age of 16
Our Website is not intended for children under 16 years of age. No one under age 16 may provide any information to or on the Website. We do not knowingly collect personal information from children under 16. If you are under 16, do not use or provide any information on this Website or on or through any of its features, register on the Website, make any purchases through the Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us at:
10584 Middle Avenue, Elyria, OH 44035 | email@example.com
California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
III. Information We Collect About You
We may collect, use, store and transfer several types of information from and about users of our Website which we have grouped together as follows:
Identity Information includes first name, maiden name, last name, username or similar identifier.
Contact Information includes billing address, delivery address, email address and telephone numbers.
Financial Information includes bank account and payment card details.
Transaction Information includes details about payments from you and other details of products and services you have purchased from us.
Technical Information includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this Website.
Profile Information includes your username and password, purchases or orders made by you, your interests, and preferences.
Usage Information includes information about how you use our Website.
Marketing and Communications Information includes your preferences in receiving marketing from us and our third parties and your communication preferences.
Information by which you may be personally identified and any other identifier by which you may be contacted online or offline is considered “Personal Information.”
We also collect, use and share “Aggregated Information” such as statistical or demographic information for any purpose. Aggregated Data could be derived from your personal data but is not considered personal data in law as this data will not directly or indirectly reveal your identity. For example, we may aggregate your usage information to calculate the percentage of users accessing a specific feature of the Website. However, if we combine or connect Aggregated Information with your personal information so that it can directly or indirectly identify you, we treat the combined data as personal information which will be used in accordance with this Policy.
We do not collect any Special Categories of Personal Information about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
IV. How We Collect Information
We use different methods to collect data from and about you including through:
Direct Interactions. The information we collect on or through our Website may include information directly provided to us by you, including:
Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing to our services, or requesting a quote or further services. We may also ask you for information when you report a problem with our Website.
Records and copies of your correspondence (including email addresses), if you contact us.
Details of transactions you carry out through our Website and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Website.
Your search queries on the Website.
Third parties or publicly available sources. We may receive information about you from third parties including, for example, business partners, sub-contractors, advertising networks, analytics providers, search information providers, data brokers or aggregators
Automated technologies or interactions. As you interact with our Website, we may automatically collect technical data about your equipment, browsing actions and patterns as specified above. We collect this information by using cookies and other similar technologies.
V. Cookies and Automatic Data Collection Technologies
Estimate our audience size and usage patterns.
Store your preferences so we may customize our Website according to your individual interests.
Speed up your searches.
Recognize you when you return to our Website.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (“behavioral tracking”).
Certain internet browsers may offer you the option of providing notice to websites that you do not wish for your online activities to be tracked for preference-based advertising purposes (“DNT Notice”). Some browsers are, by default, set to provide a DNT Notice, whether that reflects your preference. Please note that with respect to our Website, we do not take any action based on browser based DNT Notices. If you do not wish to participate in preference-based advertising activities, you should follow the opt-out process described in Choices About How We Use and Disclose Your Information below.
Certain features of our Website may use Flash cookies (local stored objects) instead of browser cookies to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies and browser cookies use different management tools and you must manage their settings separately. For information about managing your Flash cookie privacy and security settings, see Choices About How We Use and Disclose Your Information.
Our Website pages and e-mails may contain web beacons (small transparent embedded images or objects, also known as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count website page visitors or email readers, or to compile other similar statistics such as recording website content popularity or verifying system and server integrity.
We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
VII. How We Use Your Information
We use information that we collect about you or that you provide to us, including any personal information:
To present our Website and its contents to you.
To provide you with information, products, or services that you request from us.
To fulfill any other purpose for which you provide it.
To provide you with notices about your account.
To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
To notify you about changes to our Website or any products or services we offer or provide though it.
In any other way we may describe when you provide the information.
For any other purpose with your consent.
We may use the information we have collected from you to enable us to display advertisements to our advertisers’ target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
VIII. Disclosure of Your Information
We may disclose aggregate information about our users, and information that does not identify any individual, without restriction.
We may disclose personal information that we collect or you provide as described in this Policy:
To our subsidiaries and affiliates.
To business partners, contractors, service providers, and other third parties we use to support our business and who obligated to keep personal information confidential and use it only for the purposes for which we disclose it to them.
To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of ALCO’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by ALCO about our Website users is among the assets transferred.
To third parties to market their products or services to you if you have not opted out to these disclosures.
To fulfill the purpose for which you provide it.
For any other purpose disclosed by us when you provide the information.
With your consent.
We may also disclose your personal information:
To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
To enforce or apply our Terms of Service and other agreements, including for billing and collection purposes.
If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of ALCO, our customers, or others.
We may share non-personal information without restriction.
IX. Choices About How We Use and Disclose Your Information
We strive to provide you with choices regarding the personal information you provide to us. We do not share your contact or personal information with third-parties.
X. Accessing and Correcting Your Information
You can review and change your personal information by logging into the Website and visiting your account profile page.
You may also send us an email at firstname.lastname@example.org to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
XI. Your California Privacy Rights
California residents may also have additional personal information rights and choices. California “Shine the Light” law (Civil Code Section § 1798.83) permits users of our Website that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please contact us at
10584 Middle Avenue, Elyria, OH 44035 | email@example.com
XII. Data Security
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
It is our policy to post any changes we make to our Policy on this page. The date the Policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and this Policy to check for any changes.
XIV. Contact and Opt-Out Information
You may contact us as provided below if: (a) you have questions or comments about our Policy; (b) wish to make corrections to any personally identifiable information you have provided; (c) want to opt-out from receiving future commercial correspondence, including emails, from us or our affiliated companies; or (d) wish to withdraw your consent to sharing your personally identifiable information with others. 10584 Middle Avenue, Elyria, OH 44035 | 440-458-5165
We will respond to your request and, if applicable and appropriate, make the requested change in our active databases as soon as reasonably practicable. Please note that we may not be able to fulfill certain requests while allowing you access to certain benefits and features of our Website.
XV. Sole Statement
This Policy as posted on this Website is the sole statement of our Policy with respect to this Website, and no summary, modification, restatement or other version thereof, or other privacy statement or policy, in any form, is valid unless we post a new or revised policy to the Website.
LAST MODIFIED APRIL 2, 2020
ALCO MANUFACTURING CORPORATION, LLC TERMS OF SERVICE
1. Acceptance of the Terms of Service
Please read the Terms of Service carefully before you start to use the Services.
2. Changes to the Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. Unless we state otherwise, all changes are effective upon notice and apply to all access to and use of the Services thereafter. However, any changes to the provisions set forth in Governing Law and Jurisdiction (section 24 below) will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Services.
Your continued use of the Services following posting of revised Terms of Service means that you accept and agree to the changes.
3. Your Privacy
4. Accessing and Using the Services
We reserve the right to withdraw or amend the Services, including any content, information, or other materials we provide through or in connection with the Services (“Service Content”) in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services or Service Content is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services or Service Content.
To access the Services, you may be asked to create an account by providing certain registration details or other information. Regardless of whether you register with us or use the Services as a guest, it is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete.
If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
5. Mobile Device Access
To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain mobile services or applications may be prohibited or restricted by your carrier, and not all mobile services or applications may work with all carriers or devices. In the event you change or deactivate your mobile telephone number, you agree to promptly update your ALCO account information.
6. Intellectual Property
The Services and Service Content and all rights therein are owned by ALCO, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Subject to your compliance with these Terms of Service, ALCO grants you a limited, revocable, non-exclusive and non-transferable license in the United States to access and use the Services and Service Content solely for your personal, non-commercial use. No right, title or interest in or to the Services or any Service Content is transferred to you, and all rights not expressly granted are reserved by ALCO and its licensors. Any use of the Services and/or Service Content not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
You must not:
Modify the Services or any Service Content; or
Delete or alter any copyright, trademark or other proprietary rights notices from the Services or any Service Content.
7. Fees and Payment; No Refunds
ALCO offers several different purchase options for use of the Services. You may pay for the Services by credit card. You represent and warrant to ALCO that any payment information you provide to ALCO is true and correct that you are authorized to use such payment account. You agree to promptly update your account information with any changes that maybe necessary (for example, a change in your billing address or credit card expiration date).
Fees paid by you ARE non-refundable. However, from time to time and in our sole discretion, we may choose to provide to you with a one-time refund, discount, or other consideration (“credit”). The provision of a credit to you in one instance does not entitle you to a credit in the future for a similar instance, nor does it obligate us to provide credits in the future, under any circumstance. If you have a question about our policy, contact ALCO. (See Notices to Us and Your Comments and Concerns below in Section 29)
8. User Conduct
You may use the Services and Service Content only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services or Service Content:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services or Service Content, or which, as determined by us, may harm ALCO or users of the Services or expose them to liability.
Use the Services in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any Service Content.
Use any manual process to monitor or copy any Service Content or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Services.
Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the servers on which the Services or Service Content are stored, or any server, computer or database connected to the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate ALCO, an ALCO employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
Otherwise attempt to interfere with the proper working of the Services
9. User Contributions
ALCO may, in its sole discretion, permit you from time to time to post, submit, publish, display or transmit (hereinafter, “submit”) to ALCO through the Services content or materials including, without limitation, feedback related to the Services.
Any User Contribution you submit will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates, business partners, and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose, without further notice to or consent from you, and without payment to you or any person or entity.
You represent and warrant that:
You either own or control all rights in and to the User Contributions or have the right to grant the license granted above to us and our affiliates, business partners, and service providers, and each of their and our respective licensees, successors and assigns;
Your User Contributions will not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable or otherwise violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations;
Neither your User Contributions nor use of your User Contributions as contemplated herein will infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person or entity; and
All your User Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not ALCO, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions submitted by you or any other user of the Services.
10. Monitoring and Enforcement; Termination
We have the right to:
Disclose your identity or other information about you to any third party who claims that material posted by you through or in connection with your use of the Services is defamatory or otherwise violates their rights, including their intellectual property rights or their right to privacy.
Disclose your identity or other information about you to any third party who claims that any act or omission attributable to you violates its rights, applicable law, or these Terms of Service.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services or otherwise in any way related to your use of the Services. YOU WAIVE AND HOLD HARMLESS ALCO AND ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
11. Reliance on Information Posted
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
The Services may include content provided by third parties, including materials provided by other users and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by ALCO, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of ALCO. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
12. Copyright Policy
Reporting Claims of Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged infringement that comply with applicable law. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
Your physical or electronic signature;
Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party (including your name, postal address, telephone number, and, if available, email address);
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated agent to receive DMCA Notices is:
Frost Brown Todd LLC
The Pinnacle at Symphony Place
150 3rd Ave. South, Suite 1900
Nashville, TN 37201
If you fail to comply with all of the requirements of Section 512(c)(4) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
13. Changes to the Services
We may update the Service Content from time to time, but the Service Content is not necessarily complete or up-to-date. Accordingly, any of the Service Content may be out of date at any given time, and we are under no obligation to update such material.
14. Other Terms and Conditions
Additional terms and conditions may also apply to specific portions, services or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.
15. Idea Submission Policy
Other than those we have specifically requested (and to which specific additional terms apply), our policy is not to accept or consider ideas or suggestions submitted by our users. We have adopted this policy in order to avoid confusion and misunderstandings in case that your ideas, suggestions, or other materials are similar to ones that have developed (or may develop) independently. Therefore, we are not responsible for any ideas, suggestions, or materials submitted to us. If you still choose to send us ideas, suggestions, or other materials, you agree that we are free to use these ideas, suggestions, or other materials in any way that it may deem fit without any liability or payment of any kind to you.
16. Social Media Features
The Services may provide certain social media features that enable you to:
Link from your own or certain third-party websites to certain content on the Services.
Send e-mails or other communications with certain content, or links to certain content, on the Services.
Cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. We may disable all or any social media features and any links at any time without notice in our discretion.
17. Third Party Sites and Services
The Services may link to or may be accessed in connection with other sites, services, or resources that are provided by third parties. These links or the ability to access other sites, services, or resources from the Service are provided for your convenience only. We have no control over the content of those sites, services, or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites, services, or resources linked to or otherwise accessible from the Services, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such sites.
18. Geographic Restrictions
The owner of the Services is based in the state of Ohio in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
19. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ALCO NOR ANY PERSON ASSOCIATED WITH ALCO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER ALCO NOR ANYONE ASSOCIATED WITH ALCO REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THIS DISCLAIMER DOES NOT APPLY TO USER CONTRIBUTIONS PROVIDED BY YOU.
ALCO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20. Limitation on Liability
IN NO EVENT WILL ALCO, ITS AFFILIATES, BUSINESS PARTNERS, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, SERVICE CONTENT, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL ALCO’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES EXCEED THE GREATER OF (1) THE AMOUNT YOU HAVE PAID TO ALCO IN THE LAST TWELVE (12) MONTHS; OR (2) FIVE-HUNDRED DOLLARS ($500 U.S.).
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
21. Indemnification and Release
You agree to indemnify and hold harmless ALCO and its and respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of any information obtained from the Services.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
22. Governing Law and Jurisdiction
All matters relating to the Services and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Services shall be instituted exclusively in the state or federal courts of Ohio although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your state or country of residence. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
23. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Service shall remain in force.
24. No Assignment; Waiver and Severability
You may not assign these Terms of Service without ALCO’s prior written consent and any purported assignment in violation of these Terms of Service shall be void.
No waiver of by ALCO of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ALCO to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
25. Entire Agreement
26. Notices to You
We may provide notice to you either by posting on our Website, sending a general notice to you through the Services, notifying you by email, or by sending you notice through first-class or regular mail. Unless our notice to you states otherwise, such notices shall be deemed to have been given (a) twenty-four (24) hours after such notice is posted on our website, sent by email, or sent through the Services, or (b) forty-eight (48) hours after mailed (if sent by first class regular mail).
27. Notices to Us and Your Comments and Concerns
All legal notices to ALCO should be sent by certified or registered mail, return receipt requested, postage prepaid to the following address: 10584 Middle Avenue Elyria, OH 44035. Such notice shall be effective upon receipt by us.
All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in Section 12 above.
All other feedback, comments, requests for customer or technical support, and other communications relating to the Services should be directed to ALCO at firstname.lastname@example.org.
OUR COMMITMENT TO QUALITY
ALCO Quality Policy
Alco Manufacturing is committed to the continuous improvement of productivity, service, employee involvement, quality and efficiency and will continue to recognize continuous improvement as the prime facet to a successful business.
At Alco, quality is our top priority. We are dedicated to producing the highest quality parts for each customer, which is why we commit our resources to staying up-to-date with the latest technological advancements and maintaining our role as an industry leader.
Alco is proud to be 100% ISO 9001 registered and compliant at all of our facilities.
ISO 9001:2015 CERTIFICATIONS:
Manth-Brownell Inc. is committed to full compliance with all U.S. export control regulations, including the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR). In order to ensure such compliance, it is essential that Customers provide Manth-Brownell Inc. the correct export control classification of all items to be manufactured by Manth-Brownell Inc., at the time an order is submitted. Manth-Brownell Inc. will not accept any Purchase Order that does not specify the applicable export control classifications of the ordered items. Customer hereby indemnifies and holds harmless Manth-Brownell Inc. from any violations and/or penalties which may result from the inaccurate classification of such items.