SUPPLIER GENERAL TERMS AND CONDITIONS OF SALE

  1. ACCEPTANCE AND MERGER CLAUSE The terms and conditions contained herein and any other terms and conditions stated in Seller’s proposal or quotation shall constitute the complete agreement between System Seals and Buyer and shall supersede all prior understandings, transactions and communications, whether oral or written, with respect to the matters referred to herein and form the complete contract between System Seals and Buyer, and shall be binding upon and accrue to the benefit of the successors and assigns of the parties hereto. No modification, alterations or amendment of the terms and conditions in Buyer’s order forms or in Buyer’s written communication shall be binding upon System Seals unless agreed to in writing by the System Seals President or said representative. Buyer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions.
  2. PAYMENT TERMS Net 30 days with credit approval. MasterCard, VISA and American Express accepted. Buyer represents and warrants that if a credit card is used, (i) the credit card information supplied is true, correct and complete, (ii) charges incurred by the Buyer will be honored by the Buyer’s credit card company, and (iii) Buyer shall pay charges incurred by Buyer at the rates in effect at the time incurred, including all applicable shipping and taxes. Buyer shall be responsible for all charges incurred through use of Buyer’s credit card. Seller agrees to keep buyer’s credit card number confidential and to notify buyer within 24 hours of any breach of this Agreement or unauthorized use of the credit card. System Seals does not protect Buyer from unauthorized use of Buyer’s credit card.
  3. DELIVERY F.O.B., System Seals plant. Availability of inventory is subject to change based on demand. It is our objective to ship stocked parts the same day. System Seals will use all reasonable diligence to meet scheduled dates for shipment and delivery but cannot guarantee the same. We will not be liable for any loss, damage expense or charge of any kind resulting in delay of shipment or delivery.
  4. PRICING Pricing is subject to change without notice.
  5. SHIPPING METHODS System Seals standard shipment method is UPS or LTL common carrier. All air freight carriers are available upon request. Unless previously agreed to in writing, any shipping cost shall be the Buyer’s responsibility.
  6. RETURNS Manufactured and/or nonstandard purchased products are not returnable. Any pre-authorized part return will be assessed a 20% restocking charge. The ordering entity must bear all freight costs. All returns of Products will be pursuant to Seller’s instructions. Non-warranty returns of unused and resalable Products for credit will be subject to Seller’s return policies in effect at the time, including applicable restocking charges and other conditions of return. Products returned under warranty must be properly packed, shipped to Seller-specified locations and must be accompanied by a pre-approved Return Goods Authorization number. Shipping containers must be clearly marked per Seller’s instruction and shipped freight prepaid by Buyer.
  7. ORDER CANCELLATION. Cancellation by Buyer prior to shipment is permitted only by written notice and upon payment to Seller of reasonable cancellation and restocking charges 20%, including reimbursement for direct costs. Manufactured products are not cancelable. Cancellation charges associated with orders for custom Products or Products specifically purchased to Buyer’s specification may equal the actual selling price of the Products.
  8. WARRANTY Due to the nature of seals and the complexity of their operating environment, the subject of seal warranties is difficult to address without a complete definition of operating conditions. Seal failure itself can often not be directly attributed to defects in material, material properties or improper seal design. When determining cause of seal failure the following should be considered: Seals by their nature are consumable items and as such will wear and deteriorate with time. The life is greatly influenced by many external parameters such as dynamic surface condition, surface hardness, surface treatments, housing tolerances, system guidance to mention a few. Failure analysis is extremely difficult. In many cases the equipment will continue to be operated for extended periods after initial failure, this in itself can destroy the evidence of actual root cause of failure and lead to conflicting and erroneous conclusions as to the cause. Seal selection is based on the best information available at the time of specification, in many cases actual conditions in the seal area are largely unknown and based on many assumptions. Slight changes in certain parameters such as temperatures, finishes or speeds for example can have significant effects on seal performance and life. Unlike metals, plastics and elastomers are non-linear materials whose properties are functions of time, temperature and many other variables. This makes life prediction or failure mode analysis extremely unreliable. Performance of seals will deteriorate as the equipment they are used in ages. This is primarily due to wear in metal components, which introduce misalignments and dimensional changes. Taking the above into consideration, the warranty on seals and sealing systems is defined in the following statement: System Seals warrants to buyer only that all products sold by seller are free under normal use from defects in material and workmanship for a 12-month period from the seller’s invoice date. If any product may prove defective in material or workmanship within this warranty period, then seller may, at seller’s sole option, either repair the product or provide buyer with a replacement product. This warranty does not cover defects not reported within the warranty period; defects due to misapplication, repair, misuse, improper installation or maintenance, or alteration; or defects due to product damage in shipment or otherwise without seller’s fault. This is seller’s sole warranty on products sold to buyer and is in lieu of all other warranties, express or implied, and specifically the warranties of merchantability and fitness for a particular purpose. Except for this product warranty, seller shall have no liability to buyer for any commercial or economic loss, or for any indirect, special, incidental or consequential damages arising out of the products sold to buyer. No changes to this product warranty shall bind seller unless agreed to in writing signed by an authorized representative of seller. System Seals bears the responsibility of ground freight only to the Buyer’s facility. The Buyer bears the responsibility of the ground freight charges to return the defective item. The Buyer, upon its request, must bear any freight charges other than ground.
  9. CHANGES AND SUBSTITUTIONS. Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Seller’s prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, Seller reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Seller’s design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
  10. TOOLING: All tooling for which there is a “Tooling Charge” shall remain the property of the Seller. The term “tooling” shall include such terms as dies, molds, jigs, fixtures, mandrels, adapters, etc. The Seller warrants that such “tooling” shall be used for the Buyer’s work and it shall be the responsibility of the Seller to maintain in good working order such tooling for normal life of same. The Buyer is responsible for all costs resulting from Buyer’s request to make alterations, duplications or replacements such tooling.
  11. LIMITATIONS OF REMEDIES AND LIABILITIES To the fullest extent permitted by applicable law, Claims of any kind include, but are not limited to, those for any loss or damage arising out of, connected with, or resulting from this agreement or from the performance or breach of the terms hereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any product seller will not be liable for any business interruption or loss of profit, revenue, materials, anticipated savings, data, contract, goodwill or the like (whether direct or indirect in nature) or for any other form of incidental, indirect or consequential damages of any kind. Buyer agrees that System Seals liability and Buyer’s sole and exclusive remedy pursuant to any claim of any kind, including but not limited to a claim in contract, negligence or strict liability, against System Seals or any of our affiliates, shall be the repair or replacement at System Seals option of defective products or parts thereof covered by this agreement.
  12. FORCE MAJEURE System Seals shall not be liable for any delay in performance or nonperformance which is due to war, fire, flood, acts of God, acts of third parties, acts of governmental authority or any agency or commission thereof, accident, breakdown of equipment, differences with employees or similar or dissimilar causes beyond our reasonable control including, but not limited to those interfering with production, supply or transportation of product, raw material, or components or our ability to obtain, on terms we deem reasonable, material, labor, equipment or transportation expense or cause of action resulting from any personal injury or property damage resulting therefrom.
  13. ASSIGNMENT Buyer may not assign this Agreement or any part hereof without the prior written consent of System Seals.

14. GOVERNING LAW The interpretation, validity and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio (without regard to conflict of law principles). Any action by Buyer against System Seals for breach of this agreement must be commenced within one (1) year after the cause of action has accrued.