|
(Rev. "E" Updated 2/21/08) - Quote is valid: Price is good for 90 days after the date our quote is submitted.
- Payment terms: Buyer agrees to pay S&H Machine 10% per month interest on all invoices unpaid 30 days after the agreed upon term. If Buyer defaults in payment, Buyer shall pay S&H Machine, Inc. the cost of collection including reasonable attorney fees in addition to damages. Seller has the right to withhold delivery on this and any other product due to Buyer if invoices are unpaid 30 days after the stipulated term.
- Effect of Buyer Modifications on this quotation: The price and delivery terms in this quotation are subject to change if buyer wishes to change any terms of this quotation.
- Acceptance of Quotation by Buyer: Acceptance of this quotation by Buyer may be by any reasonable and customary communication.
- Acceptance of Order by S&H Machine: Acceptance of any order issued to S&H Machine, Inc. by Buyer shall not be assumed. If S&H Machine receives a purchase order we may indicate receipt of the document but this does not indicate our acceptance of the order. Acceptance of orders must be made in writing and must include the word “accept”.
- Price of Materials: This quotation is based on the present cost of materials at the time the quote was submitted. Buyer is responsible to pay for any increase in cost of materials purchased by S&H Machine, Inc.
- No warranties on goods: The goods sold to Buyer will be as described, and no other express or implied warranties are made by S&H Machine, Inc., including warranties of fitness to perform any particular function, unless expressly stated in this quotation. Buyer has furnished S&H Machine with the drawings and specifications for the goods and Buyer is not relying on S&H Machine, Inc. to select goods or engineering designs. Therefore, S&H Machine, Inc. does not warrant that the goods are fit for any particular purpose and makes no warranty of merchantability and buyer indemnifies and holds harmless S&H Machine, Inc., it’s officers and employees, from any claims or liability arising from any use of the goods subject or this contract.
- Raw materials Availability: This contract is contingent upon the availability of raw materials required for the manufacture of the goods. S&H Machine, Inc. shall not be deemed in breach of this agreement for delay in manufacture or delivery where such raw materials are unavailable. In such cases, S&H Machine, Inc. may, at its option, cancel this agreement or deliver to you its pro-rata share of production.
- Force Majeure: S&H Machine, Inc. will not be liable for any delay or failure in performance resulting from labor disputes, war, riot, insurrection, fire, flood, accident, storm, act of God, or other causes beyond its control, or from S&H Machine, Incorporated’s good-faith compliance with any foreign or domestic governmental law, rule, order or regulation whether or not it later is held invalid.
- Special Tooling: Unless otherwise specifically provided in S&H Machine, Incorporated’s quotation, special tooling developed by S&H Machine, Inc. to complete this contract shall be the property of S&H Machine, Inc. Special tooling supplied by Buyer or special tooling developed by S&H Machine, Inc. subject to property ownership of buyer shall be maintained by S&H Machine, Inc. with reasonable care at Buyer’s risk or loss of damage arising from force majeure events and Buyer is encouraged to provide its own insurance against such loss or damage. In the event Buyer does not claim such special tooling within two years after completion of S&H Machine’s deliveries under this contract, then S&H Machine, Inc. shall have the right, following 30 days’ written notice to Buyer, to dispose of such special tooling without liability.
- Buyer’s Request for Changes: Following acceptance of this quotation, any technical, quantity, delivery or other change requested by Buyer shall be in writing and shall be construed as a request to renegotiate the contract without prejudice to the rights of S&H Machine, Inc. under the contract.
- Engineering Charges: Customer agrees to accept responsibility for any loss of production time when a machine is on hold waiting for a response from the customer, if the issue involves a customer engineering problem (such as a drawing or specification error, a document that is unclear or a drawing change). The cost of the downtime will be negotiated with the buyer but typically the charges would be the number of hours the machine is down multiplied by our current shop rate. If the response from the customer will take more than one day we reserve the right to place another job into the machine and the parts placed on hold will need to be rescheduled out. When this situation occurs the customer will be asked to pay for the removal of the set-up and subsequent re-set up of the job. Set-up charges typically would be the number of hours to do the set-up multiplied by our current shop rate.
- Cancellation by Buyer: In the event Buyer cancels the contract following acceptance of this quotation, Buyer agrees to pay S&H Machine, Inc. the greater of: (a) 2% of the contract amount, or (b) S&H Machine’s expenditures for raw material, tooling, labor incurred, handling and overhead, and for all work completed to date and in progress but not yet delivered to Buyer, plus a cancellation charge of 5% of the above amount. This is without prejudice to such other and additional rights as are available to S&H Machine under the law. If the parts are complete at the time of cancellation then the buyer is responsible to pay S&H Machine for these parts at the full agreed upon contract price.
- Incidental Charges: Any special packaging requirements, source inspection by Buyer on the premises of S&H Machine, Inc., or other requirements not expressly provided in Buyers Request for Quotation (RFQ) or Contract shall be subject to additional charges by S&H Machine, Inc.
- Short Count: Buyer shall be deemed to have accepted the numerical count of goods shipped unless Buyer notifies S&H Machine, Inc. in writing of any claim for short count within 48 hours after delivery to Buyer.
- Damaged Goods: Buyer shall report to S&H Machine, Inc. damage found from shipping within one (1) business day of receipt of product.
• Nonconforming Goods: It shall be assumed that product delivered to Buyer conforms to the contract and acceptance of such product is assumed unless Buyer notifies S&H Machine, Inc. in writing of any claim of nonconformance within five (5) business days after delivery to Buyer. Buyer will then await instructions from S&H Machine, Inc. and unless otherwise agreed to in writing by S&H Machine, Inc. Buyer assumes the full risk and expense of returning goods to S&H Machine, Inc., including but not limited to damage arising from Buyer’s improper packaging. S&H Machine, Inc. agrees to repair or replace nonconforming goods.
- Customer-Supplied Raw or Semi-Finished Materials: In the event the contract requires S&H Machine, Inc. to perform work on raw or semi-finished materials supplied by Buyer (such as castings and forgings) but not purchased by S&H Machine, Inc. from Buyer, Buyer shall supply an adequate excess to allow for machining losses. All customer furnished materials are considered the property of the Buyer at all times. If S&H Machine, Inc. scraps any such materials; it shall not be liable to Buyer for such scrapped materials. Buyer warrants that any raw or semi-finished materials shall be suitable for the operations intended to be performed by S&H Machine, Inc., free of defects in workmanship and material. If found defective during processing, Buyer shall promptly deliver suitable replacements at no charge to S&H Machine, Inc. Buyer shall pay S&H Machine, Inc. for all work performed to the time when the defect was discovered.
- Other Indemnification: Buyer agrees to defend at its own expense, indemnify and hold harmless S&H Machine, Inc. from all claims of patent infringement or trade secret misappropriation arising from its performance under this contract, including damages, costs and attorney’s fees.
- Taxes: Prices quoted are subject to added charges levied by any government taxing authority, all of which shall be paid by Buyer.
- Construction, Modification: This quotation, upon acceptance, becomes the entire understanding of the parties with respect to this subject matter and supercedes all representations or understandings relating thereto. It may not thereafter be modified orally, but only in writing, signed by the party to be charged; and, it shall be construed in accordance with the laws of the State of California.
- Minimum Order / Minimum Charge: Our Minimum Order Amount is $300.00 and the Minimum Shipment amount is $200.00.
- Expedite Policy: “When the contract stipulates that product is to be expedited, S&H Machine, Inc. will make our best effort to meet the accelerated delivery date requested by the customer. It is important to note that expedite fees help S&H Machine, Inc. to pay for overtime and other activities required to speed up the process to produce the product quicker than normal lead time. This includes paying our vendors to expedite the parts. Therefore, expedite fees will be charged by S&H Machine, Inc. and paid by Buyer regardless of the actual date the product ships to customer, unless an exception to this policy is agreed upon in writing and approved by S&H management.”
- Return Authorization: If customer determines that product supplied by S&H should be returned due to a defect, customer must obtain a Return Materials Authorization (“RMA”) number from S&H prior to returning the items. All returns shall state the specific reason for such return. S&H may elect not to accept any returns that do not reference an RMA number. Customer shall be financially liable for all labor associated with our verification time that ultimately determines that the return/rejection is invalid. Customers may only return product that is defective or was not ordered on the latest “accepted” Purchase Order.
Orders Placed on Hold Status: Any order received by S&H Machine, Inc. shall be placed on hold if there are any differences between our quoted price, delivery, quantity, instructions, or any other factor that was not agreed to in writing on our quotation. When an order is placed on hold the Buyer shall be notified by S&H Machine, Inc. via phone, e-mail or fax. It is important that the Buyer understand that when an order is placed on hold S&H Machine, Inc. will not perform any work until the discrepancy is resolved and the hold status is removed. Therefore S&H Machine, Inc. is not responsible for missed deliveries if an order is placed on hold and the buyer does not resolve the issue within a reasonable amount of time.
- Acceptance of these Terms: Buyer understands that by issuing a Purchase Order to S&H, based on a quotation which specifically referenced our quotation terms and conditions, that all of the terms and conditions listed above have been accepted by the Buyer.
|
CUSTOMER PORTAL 
Buy American Products