Commercial Terms & Conditions of Sale
- Prices are established by prevailing Price Lists or by non-negotiated, firm, fixed-price quotation on special items.
- Delivery is FCA Seller’s dock.
- Material and workmanship are warranted for one year after seasonable acceptance by Buyer. Latent defects are warranted on a prorated basis for the expected life stated by Buyer in Buyer’s Purchase Order.
- Seller shall not be liable for any loss or damage, direct or consequential, arising out of the use of, or the inability to use, goods provided by Seller. Before using, Buyer shall determine the fitness for purpose and merchantability of Seller’s goods for Buyer’s intended use and Buyer shall assume all risk and liability, direct or in subrogation, whatsoever in connection therewith.
- Payment is 100% prior to shipment.
- All Terms and Conditions of Sale for Buyer’s Purchase Order shall be governed by the Articles of the UCC (Uniform Commercial Code) as adopted by the State of Minnesota. The following agreement on remedy for any purpose, such as warranty, breach, or termination within the framework of the UCC shall prevail.
- Buyer’s exclusive remedy shall be limited to the return of the goods: for repair; or for replacement; or for a refund of any money paid to Seller in satisfaction of this Purchase Order. In the event that Seller cannot or will not provide such remedy, all remedies under the UCC are reserved in Buyer.
- Seller’s exclusive remedy shall be limited to the receipt of payment for the percentage of performance up to the face value of the contract. If Buyer cannot or will not pay the percentages, all remedies under the UCC are reserved to the Seller.
- Data Rights for the purposes of this Purchase Order are limited to form, fit, and function descriptions. Manufacturing data that are sufficient to permit alternate source manufacturing are not included as part of Buyer’s Purchase Order. Such manufacturing data are available only to the U.S. Government/Buyer by means of a separate licensing agreement. Contracts requiring research and/or development work at Government/Buyer expense shall not be acceptable by this instrument.
- These Terms and Conditions of Sale shall be referred to by title on the face of Buyer’s Purchase Order and shall take precedence over any term proffered by Buyer that is in conflict with these Terms and Conditions.