Terms of sale:
1) The price stated herein shall be in United Stated currency. The price includes all taxes required by law to be paid
by Seller and well as charges for boxing and crating unless otherwise specified, but does not include sales. Use,
occupation, license, excise or other taxes or license fees, registration fees, or assessments to be paid by Buyer,
which may now or hereafter be imposed upon ownership, possession, leasing, renting, operating, control, use,
maintenance, delivery or return of said equipment. The pricing does not include charges for tooling or
transportation, which shall be the obligation of the Buyer.
2) Payment is due and payable net on receipt of invoice. Time is of the essence. A FINANCE CHARGE OF UP TO ONE
AND A HALF PERCENT (1½ %) PER MONTH, OR THE HIGHEST RATE ALLOWABLE BY LAW, IF LESS THAN ONE AND A
HALF PERCENT (1 ½%) PER MONTH, WILL BE ADDED TO THE UNPAID BALANCE ON ALL ACCOUNTS NOT PAID IN
FULL ON OR BEFORE THE DUE DATE. THE FINANCE CHARGE IS EQUIVALENT TO ANANNUAL PERCENTAGE RATE OF
EIGHTEEN PERCENT (18%).
3) Regardless of whether the seller or buyer selects the carrier, all shipments are F.O.B shipping point with freight
prepaid or collected by Buyer, whichever applicable. Buyer herby acknowledges that title and risk of loss shall pass
upon delivery of the goods to the carrier.
4) Seller shall have no liability for any cost whatsoever or damage or loss after delivery to the carrier, Buyer
acknowledges that all claims there for including those for inconvenience, delay or expense caused by the
transportation company shall only be made against the carriers, and Buyer hereby agrees to indemnify and hold
harmless Seller for the same. Under no circumstances shall Buyer deduct any amount for damage in transit from
the amount due hereunder.
5) Stated shipping dates, dates of delivery, and dates for performing labor, if any, are approximate, and are not a
guaranty of any particular date of shipment, delivery or labor to be performed. Seller shall not be liable for any
delay or failure in performance hereunder, or for any damages suffered by Buyer of anyone claiming under Buyer
by any reason for such delay, if such delay in performance is due to causes beyond its control, such as acts of God,
war, acts of government, fire, flood, strike, delay in transportation, or otherwise. In the event of such delays, Seller
may, at is option, cancel this agreement, or delay performance hereunder for any period reasonably necessary due
to any of the foregoing causes during which time this agreement shall remain in full force and effect, and Seller
shall have the further right to then allocate its available good between its own use and customers in such a
manner as Seller may consider equitable, without liability for any failure of performance which may result there
from. In the event of a delay or failure of performance not excused under the forgoing, Seller’s liability shall not
exceed that portion of the invoice price represented by the quantity of material delayed or not supplied.
6) Seller warrants that the material to be supplied hereunder will conform to the description of the face hereof,
subject to the Seller’s standard tolerances for variations and changes in specifications which may be made without
THIS WARRANTY IS EXPRESSLY IN LIEU OF ALLWARRANTIES,EXPRESSED OR IMPLIED. THERE ARE NOT WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NOTWARRANTIES WHICH EXTEND
BEYONDTHE DESCRIPTION ON THE FACE HEREOF. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISINGFROM ANY BREACH OFWARRANTY OR ANY DAMAGES FOR NEGLIGENCE.
SELLER’S LIABILITY AND BUYER EXCLUSIVE REMEDY IS EXPRESSLY LIMITED TO THE REPAIR ORREPLACEMENT,
WITHOUT COSTTO THE BUYER, OF DEFECTIVE MATERIALS, OR THE REPAYMENTS OF THE PURCHASE PRICE UPON
RETURN OF MATERIALS, OR THE GRANTINGOF A REASONABLE ALLOWANCEON ACCOUNT OF ANY DEFECTS, AS
SELLER MAY SOLELY ELECT.
Seller shave have the right at all times to inspect the materials an otherwise investigate Buyer’s claims. Any claim
on account of defective materials or for any other causes whatsoever, shall be deemed waived by Buyer unless
written notice thereof is given to Seller within thirty (30) days after the date of shipment.
7) If buyer (i) fails to perform any of the terms and conditions to be performed by Buyer , including , without
limitation, payment of the purchase price when due, (ii) dissolves or is liquidated, or (iii) is the subject of a
proceeding in bankruptcy, insolvency, receivership or assignment for the benefit of creditors, then Seller may , in
its sole discretion, without notice (i) defer and shipments or stop materials shipped while in transit until payment
in full is made, or until Seller is otherwise satisfied at the Buyers’ financial responsibility and Buyer has give
adequate assurance of payment to Seller as requested by Seller (ii)cancel in whole, or in part, an and all orders
then outstanding between Seller and Buyer, (iii) declare all sums owing hereunder and under any other
agreement, document or instruments between Seller and Buyer, whether now or hereafter existing, to be
immediately due and payable, and (iv) exercise any and all other rights and remedies available under applicable
law, including, without limitation, the Uniform commerce code of New York . All attorneys’ fees and legal expenses
incurred by Seller enforcing the same shall be borne by Buyer.
8) Return of defective products shall be made, TRANSPORTATION CHARGES PREPAID, only with prior written
consent of Seller and subject to such conditions as the seller shall specify. Title and risk of loss shall remain with
Buyer until said products are returned F.O.B sellers plant.
9) With respect to any item supplied in accordance with Buyers designs, specifications or instructions, Buyer shall
indemnify, defend and hold harmless Seller and its assigns from and against all liability, loss, damage, and expense
including reasonable attorney fees, resulting from any actual or claimed trademark, patent or copyright
infringement, domestic or foreign, or any litigation based hereon, Such obligation shall survive acceptance of the
goods and payment by Buyer hereunder.
10) Except as otherwise herein provide, and in the even the items supplied hereunder are in accordance with
Seller’s design or specifications, Seller shall defend at its expense any suit brought against Buyer based upon a
claim that any item provided hereunder infringes and United States Letters Patent, and shall pay costs and
damages finally awarded in such suit, provided that (a) Seller is notified promptly in writing of the suit and is given
assistance for the defense of the same (b) Seller shave have sole control of the defense of any suit and all
negotiations for its settlement and compromise. In the event of a final nonappealable judicial determination is
made that an item is furnished hereunder infringes upon a valid United States patent, Seller shall, at its option and
expense , either procure the Buyer the right to continue using the item, replace the same with a non-infringing
item, or refund the purchase price and transportation cost thereof.
THE FORGING STATES THE ENTIRE LIABILITY OF THE SELLER FOR PATENT INFRINGEMENT. THERESHALL BE NO
LIABILITY, CONSEQUENCE OR OTHERWISE, FOR THE USE OF ANY ITEM COVERED BY ANY ADVERSELY HELD PATENT.
11) In connection with the manufacturing of the furnishing of materials hereunder, Seller has complied with
federal, state, or local laws or regulations respecting manufacturing, assembly, purchase, or sale of goods
12) No claims for shortage in weight or count with be honored by Seller unless present within one (1) working days
after receipt of the goods by Buyer.
13) Seller at Buyers expense, shall provide , keep in good condition and replace when necessary all dies, tools,
gauges, fixtures and patterns necessary for the production of any good or materials ordered. Buyer shall be
charged for all such tools, or dies, unless herein specified to the contrary. Title for all such tooling and dies shall
remain the property of the Seller, notwithstanding any payment made by Buyer. Any tools, dies, and fixture not
used in production for a period of two (2) years maybe be scrapped by Seller upon thirty (30) day written notice to
Buyer and the proceeds derived there from shall be retained by the Seller.
14) Notwithstanding form language the contrary contain din any purchase order or acknowledgement by Buyer of
this transaction, whether received by Seller before or after the date hereof, the failure by Buyer to object to the
terms hereof in writing within five (5) day after the day herein or shipment of goods by Seller hereunder, shall
unless otherwise mutually agreed to in writing, constitute acceptance by the Buyer of the terms hereof. Any
additional or inconsistent term or conditions in Buyer’s purchase order or acknowledgment are not binding on
Seller unless agreed to in writing by Seller. No charge modifications or waiver of any other breach or of such
provision. Seller’s failure to object to provisions contained in any communications from Buyer shall not be deemed
and acceptance of such provisions or as a waiver of the provisions hereof.
15) This invoice supersedes all prior agreements, merges all prior and constitutes the entire agreements between
the parties with respect to the subject matter hereof. The terms and conditions hereof shall be binding upon Seller
and Buyer, their respective successors and assigns.
16) Buyer agrees that upon acceptance of the goods or payment hereunder, that any action for breach hereunder
shall be commenced within one (1) year.
17) This transaction shall be governed by the laws of the State of New York and any action with respect hereto
shall be maintained in the State.
18) If the credit application is denied, 50% of the total invoice is due with a written purchase order. No order will
be entered into the production schedule until deposit has cleared the bank. The remaining 50% is due before
delivery on all orders. No exceptions will be made. All materials ordered that are nonstandard or non-restockable
parts from MAGLED and their respectable vendors are NC / NR (Non cancelable and Non returnable).
19) All sales are final. We accept returns for refund or exchange, only for items damaged in transit.