Terms and Conditions of Sale – Central One, Inc DBA RevPart
- COMPLETE TERMS. Sales and quotations by Central One, Inc., a Georgia Corporation, (“Central One”), are governed by these Standard Terms and Conditions of Quotation and Sale (“Terms and Conditions”). This is an offer conditioned on Central One’s customer’s (“Buyer’s”) acceptance of all, and only, these Terms and Conditions. Any individual ordering on behalf of an entity represents and warrants that such individual has the authority to enter into these Terms and Conditions on behalf of such entity. The relationship of the parties hereunder is solely that of independent contractors. Nothing contained in these Terms and Conditions shall create any agency, employment, partnership, fiduciary or joint venture relationship between the parties, and neither party has any authority of any kind to bind the other in any respect. This is the final and complete expression of all Terms and Conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. No failure by a party in exercising any right, power or remedy hereunder shall operate as a waiver thereof. These Terms and Conditions can be modified, waived, or amended only by a written instrument signed by officers both Buyer and Central One.
- ORDERS. Orders will be initiated by Buyer issuing a purchase order (“Order”) to Central One. Orders will identify equipment manufactured, assembled, or otherwise produced by Central One (“Product”), unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders can be submitted via mail, fax or email. Any special documentation (certificates, quality, processes, shipping or packaging) must be made known during the Order process.
- QUOTATION OF PRICE. All written quotations of price (“Quote”) made by Central One will be valid for a period of thirty (30) days without exception from time Quote has been generated by Central One. Central One will make every reasonable effort for timely delivery of Quote to customer however Central One does not assume responsibility for delays in receipt of quotations to Buyer unless otherwise stated hereunder in these Terms and Conditions. Central One under any circumstance will not honor or provide verbal quotations of price.
- MANUFACTURING TIME. The estimated manufacturing time is the best estimate available at the time of quote for the part. Actual manufacturing times are dependent on part complexity, the number of part numbers being ordered, quantity, material availability, workload at the time the order is placed and other factors. Reasonable efforts will be made to deliver within or as close to estimated manufacturing times as possible; however there is no assurance that any estimated manufacturing time will be met. Tooling lead-time (T1) starts from Design for Manufacturing (DFM) confirmation. Parts lead time starts from FAI samples approval. First Article Inspection (FAI) samples supplied up to a quantity of 5.
- TERMS OF PAYMENT. Terms of payment shall be as set forth on Central One’s documentation acknowledging Buyer’s Order or documentation provided to Buyer upon Buyer’s receipt of Products (“Invoice”). If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to Central One’s credit on such sum at the rate of 1½% compounded per month or the highest rate allowed by law, whichever is lower. If Central One, in its sole discretion, finds it necessary to employ an attorney to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, all applicable attorney’s fees and costs.
- SUPPLIED DATA FILES. Buyer is fully responsible for the correctness of all supplied data files. Central One is not responsible to check for consistency between such files. When 3D CAD and 2D drawings are supplied, the parts will be manufactured according to the 3D CAD files. The 2D drawings will be used for general information and tolerances only.
- TOLERANCES OF PARTS. Unless otherwise specified, CNC tolerances adhere to CNC DIN ISO 2768 medium. Injection molding tolerances will adhere to the SPI Standards & Practices of Plastic Molders for commercial tolerances. Rubber / Silicone molded product adhere to DIN ISO 2768 Coarse. Urethane molded products adhere to DIN ISO 2768 coarse. Any tolerance finer than these listed will be by “best effort” only.
- MOLDS/TOOLING. Molds/Tooling warranty is only valid as long as it stays in our care. Prototype (10K shot molds) are only for the inserts. The base is not included. No guarantee our mold or tooling will fit any equipment other than our own. If the customer decides to pull the mold from our care they must provide written notice 10 business days in advance. All crating and shipping is the sole responsibility of the customer. Molds are quoted as a part of a production run and are thus discounted. A 20% surcharge will be applied to any tooling that is removed or transferred from our facility.
- CANCELLATION. Buyer may, without charge, cancel an Order provided such order has not begun production. Buyer requests to cancel an order for Products already in production may be accepted by Central One in its sole discretion, which acceptance will be subject to Buyer’s payment of reasonable termination charges as determined by Central One.
- FINANCIAL RESPONSIBILITY. Any credit terms offered by Central One are available only for so long as Buyer complies with all of its obligations under these Terms and Conditions, including, without limitation, the provisions requiring timely payment of Invoices within stated terms. If credit terms are no longer available, Buyer shall pay cash in advance for all purchases. If Central One shall have any doubt at any time as to Buyer’s financial responsibility, Central One, at its option and its sole discretion, either may (a) decline to make further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to Central One, or (b) terminate this sale. Nothing in this paragraph is intended to affect the obligation of Buyer to accept and pay for the Products.
- NO DEDUCTION. Buyer shall not be entitled to deduct from the price invoiced to it by Central One the amount of any claim asserted by Buyer against Central One, unless such claim shall have been allowed, in writing, by Central One. The provisions of the preceding sentence are of the essence of this sale.
- NONCONFORMING GOODS. Buyer shall inspect all goods upon delivery by Central One, and should any of the goods be nonconforming goods, Buyer must notify Central, in writing, within twenty-one (21) days of delivery of the goods describing the nature of any nonconformity. Central One shall have the right and option to repair or replace any nonconforming goods. Central One shall not have any obligation to repair, replace or otherwise compensate Buyer for nonconforming goods if Buyer fails to notify Central One in writing that goods are nonconforming within twenty-one (21) days of Central One’s delivery of the goods.
- EXPORT COMPLIANCE. Buyer and Central One will comply with all applicable export, restrictions and regulations of any U.S. agency or authority including but not limited to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, International Traffic in Arms Regulations (“ITAR”) under the U.S. Department of State, and embargo controls administered by the U.S. Department of the Treasury’s Office of Foreign Asset Controls (“OFAC”) with respect to the goods or services that are subject to these Terms and Conditions. In order for Central One to conduct appropriate export control checks, the Buyer agrees to identify any export controlled (e.g., ITAR) goods in writing to Central One by the time Buyer accepts a quotation and to provide all pertinent information pertaining to the particular end buyer, destination and intended use of goods. Central One reserves the right to stop shipping or providing goods if Central One has reason to believe that any shipment or sale of goods may violate any export control law.
- INTELLECTUAL PROPERTY RIGHTS. Buyer shall retain all of its Intellectual Property Rights (defined below) in and to the Specs (defined below) and the Products for which Customer has paid. Notwithstanding the foregoing, Central One shall own all Intellectual Property Rights in and to the techniques, knowhow, technology, and methodologies used by Central One in manufacturing the Products and providing services hereunder, or that otherwise relate to tooling, fixtures, molds, patterns and other materials. “Intellectual Property Rights” means all right, title and interest in and to trade secrets, patents, copyrights, designs, know-how, utility models, databases, mask works, software, and other intellectual property, worldwide, and whether or not registered.
- BUYER REPRESENTATIONS AND WARRANTIES. Buyer hereby represents and warrants: (a) it has, and will have, the right to disclose all design and engineering specifications and requirements relating to the Product (“Specs”) (in whole and in part) and all other information and materials, to Central One; (b) Central One’s use of such Specs and other information and materials, when used to perform Central One’s obligations under these Terms and Conditions, will not infringe or misappropriate any third party proprietary rights (including, without limitation, Intellectual Property Rights); (c) Any Product manufactured from Buyer’s Specs will not be unlawful, contain unlawful content, or be used by Buyer in an unlawful manner; and (d) any software or files delivered to Central One will be free from any viruses, time bombs, and other harmful programming routines.
- EXCLUSIONS FROM LIABILITY. Central One assumes no responsibility for the design of the goods that are the subject of this transaction. To the extent Central One’s personnel recommend design modifications or provide design analysis, simulation or advice, they do so only to help meet the requirements of Central One’s own manufacturing process. The Buyer retains sole legal responsibility for the design specifications and performance of the goods that are the subject of this transaction. Buyer is solely responsible for ensuring the goods and services purchased from Central One meet applicable regulatory requirements. The Buyer represents and warrants to Central One that no information furnished or to be furnished by the Buyer to Central One constitutes information classified by the U.S. federal government as confidential, secret or top secret or similar designation by any international government.
CENTRAL ONE MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Without limiting the generality of the foregoing, Central One assumes no responsibility or liability for the selection of any materials for the goods that are the subject of this transaction. The Buyer is solely responsible for ensuring that materials selected for goods to be manufactured by Central One meet any applicable regulatory requirements or specifications including but not limited to Directive -2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS Directive) together with any national legislation implementing such Directive, ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, and USP. Any statements made by Central One personnel or specifications provided by Central One regarding materials should be verified by the Buyer with the manufacturer of that material.
- LIMITATION OF DAMAGES. IN NO EVENT SHALL CENTRAL ONE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OF ANY OTHER TERM OR CONDITION, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE. BUYER ACKNOWLEDGES THAT THE ESTIMATED AND ACTUAL FEES AND CHARGES PAID FOR THE SERVICES REFLECT THIS LIMITATION OF LIABILITY AND ALLOCATION OF RISK. THE TOTAL LIABILITY OF CENTRAL ONE OR ITS SUPPLIERS TO BUYER UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL SUMS PAID BY BUYER TO CENTRAL ONE FOR THE ORDER GIVING RISE TO THE LIABILITY.
- INDEMNIFICATION. Buyer, at its own expense, shall defend Central One, its affiliates and their respective directors, officers, employees and agents (each, an “Indemnitee”) against any claim, suit, action or demand, by any third party, arising out of or related to (a) any claim that any Products, Specs or other materials provided to Central One in connection with an Order, infringe or misappropriate the rights (including, without limitation, Intellectual Property Rights) of any third party or are otherwise unlawful; and/or (b) any use or sale of a Product by Customer, its employees, agents, resellers, or customers (each of (a) and (b), a “Claim”). Buyer agrees (i) not to settle any Claim without the prior express written consent of Central One; and (ii) to pay any amounts awarded under a Claim, as well as indemnify and hold harmless the Indemnitee for any other liabilities, losses, costs, and
expenses (including, but not limited to, reasonable attorneys’ fees) incurred as a result of the Claim.
- PRODUCT APPLICATION INDEMNIFICATION. Without limiting the generality of the foregoing, Buyer agrees to indemnify and hold harmless Central One and any of its employees, directors, officers, agents or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits, whether arising in tort or contract, against Buyer and/or Central One, including Attorney’s fees, expenses and costs, arising out of the application of Central One’s Products to Buyer’s designs and/or Products, or Central One’s assistance in the application of Central One’s Products.
- DELIVERY. Delivery shall be F.O.B. Central One’s plant (unless otherwise specified on documentation acknowledging Buyer’s order), whereupon title, except for Central One’s unpaid lien to the Products, and risk of loss shall pass to Buyer. Selection of routing and carrier is reserved to Buyer.
- SHIPMENT DAMAGE. Product shipped from Central One’s manufacturing location is carefully packed in compliance with Buyers requirements. Claims for loss or damage in transit must be made with the carrier by Buyer. All shipments should be fully unpacked and inspected immediately upon receipt. It is important to keep the shipping carton, packing material and all parts intact for inspection by the carrier’s agent. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this may result in the carrier refusing to honor the claim.
- DELAYS, CONTINGENCIES AND FORCE MAJURE. In the event Central One is forced to shut down or curtail its production or is unable to ship at the time specified because of fire, flood, windstorm, or other act of God, accident, fire, explosion, labor disturbance, act of any government or any agency or subdivision thereof, judicial action, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, technical failure, shortage of raw materials, labor, machinery, energy, or transportation, including, but not limited to, railcar shortages or any cause whether or not similar to the causes listed above, beyond Central One’s reasonable control, Central One reserves the right, at its option, to cancel this order (in either case without any liability to Central One or Buyer whatsoever). In no event shall Central One be obligated to purchase material from others to enable Central One to deliver Products to Buyer hereunder. During the period of such contingency, Central One shall have the right to allocate its available supply among its buyers in Central One’s sole discretion.
- DEFAULT. Buyer will be in default if (a) Buyer fails to pay to Central One any amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from Central One to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within thirty days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within thirty days thereafter. Upon Buyer’s default, Central One may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for Products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation of unpaid Product, or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by Central One because of Buyer’s default.
- TAXES. All sales tax, excise taxes, or other forms of taxes levied against this transaction shall be paid by Buyer over and above all other sums Buyer is or may become obligated to pay hereunder. These taxes are in addition to the purchase price of the Products subject to an order. If you are exempt from tax, an original signed tax exemption certificate must be sent to Central One. Without a valid signed tax exemption certificate on file at Central One, all applicable taxes will be charged to the Buyer.
- SET-OFF. All debts and obligations of Buyer to Central One are subject to setoff. For purposes of this paragraph, “Buyer” and “Central One” shall be deemed to include each party’s respective subsidiaries and affiliates which directly or indirectly control or are controlled by that party through 100% equity ownership.
- GOVERNING LAW.; VENUE AND JURISDICTION. All issues concerning the formation, performance, or interpretation of any contract regarding this sale shall be governed by the laws of the state of Georgia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction.Any dispute between Central One and Buyer will be resolved in Fayette County, Georgia, the prevailing party in that dispute entitled to its costs and reasonable attorneys’ fees.
- U.S. GOVERNMENT CONTRACTS. If the Products to be furnished under this contract are to be used in the performance of a U.S. Government contract or subcontract, and a U.S. Government contract number shall appear on Buyer’s purchase order, those clauses of the applicable U.S. Government procurement regulations which are required by Federal Statute to be included in U.S.
Government subcontracts are incorporated herein by reference.
- SEVERABILITY OF TERMS. If any phrase, clause or provision shall be declared void, the validity of any other provisions shall not be affected thereby.