|Contact Information - Any questions regarding Judco Terms and Conditions may be directed to the following:|
Judco Manufacturing, Inc. 1429 W. 240th Street Harbor City, CA 90710
Phone: 310-534-0959 Fax: 310-534-9420
Judco Manufacturing - Customer Terms and Conditions
Effective October 1, 2005
CONTROLLING PROVISIONS - These terms and conditions shall
comprise any contract of sale which may be entered into between Seller and
Purchaser, and the rights of the parties shall be governed exclusively by
the provisions, terms and conditions hereof.
Irrespective of its wording or of when received by Seller, any
terms or conditions in Buyer's purchase order, acknowledgment,
confirmation of purchase or any other writing pertaining to the products
to be provided hereunder which states additional or differing terms from
this Quotation shall be operative as an acceptance hereof; provided,
however, that all such additional or differing terms shall be deemed
material alterations within the meaning of ' 2207(2)(b) of the California
Commercial Code, and notice of objection to them pursuant to ' 2207(2)(c)
of the California Commercial Code is hereby given.
Seller makes no representations or warranties concerning the
products to be provided hereunder except such as are expressly contained
herein, and this Quotation may not be changed or modified except by
written agreement of the parties.
QUOTATIONS & PRICES - On
domestic and export shipments, prices are F.O.B. Seller's plant unless
otherwise stated herein. Acceptance
of orders not paid in advance are subject to the approval of our Credit
Department. This Quotation
automatically expires thirty (30) calendar days from its date of issue and
is subject to termination by notice within that period.
Unless otherwise stated, the prices at which Seller will invoice
Purchaser for the products specified herein will be those in effect at the
time of shipment. Prices of
the products are exclusive of all city, state and federal excise taxes,
including, but without limiting the generality of the foregoing taxes on
manufacture, sales, receipts, gross income, occupation, use, and other
similar taxes. Whenever applicable, such tax or taxes will be added to the
invoice as a separate charge to be paid by Purchaser or, if authorized by
law, Purchaser may pay such tax or taxes directly to the taxing authority.
Export orders shall be accompanied by a confirmed irrevocable
letter of credit for Seller's account with an accredited United states
bank, subject to Seller's draft with shipping documents attached.
All documented collection costs will be charged to Purchaser.
All payments are to be made in United States legal tender at par.
DELAYS - Performance of
orders and contracts, and delivery and shipment of products are subject to
and contingent upon, delay directly or indirectly caused by, or in any
manner arising from labor disputes of any nature, shortages of materials,
transportation or labor, Acts of God or of the public enemy, government
regulations or restrictions, Seller's production schedules, or any other
cause or causes (whether or not similar in nature to any of these
hereinbefore specified) beyond Seller's control, and Seller shall not be
liable for any loss or damage suffered by Purchaser arising therefrom.
Seller shall have the right, in the event of the happening of any
of the above contingencies, at its option, to cancel this order or
contract or any part thereof without any resulting liability.
All shipments will be made at the lowest obtainable freight rates
unless requested otherwise by Purchaser.
If prepayment of the carriage costs are required, such costs will
be added to the invoice as a separate charge to be paid by Purchaser.
On shipments subject to freight allowance, any additional costs for
premium rate services such as Express Rail or Air, or Air-Freight will be
charged to Purchaser. Shipments
sent by Parcel Post will be insured and the postal fees and insurance will
be added to the invoice as a separate charge to be paid by Purchaser.
All shipments by Seller may be within 10% over or under the exact
quantity ordered by Purchaser, and price for order will be adjusted by the
unit amount for such overage or underage, if any.
Seller reserves the right to make delivery in installments, unless
otherwise expressly stated herein. All
such installments shall be separately invoiced and paid for when due
without regard to subsequent deliveries.
Delay in delivery of any installment shall not relieve Purchaser of
its obligation to accept remaining deliveries.
PRICING - The total release
quantity used for pricing must be requested for shipment.
If multiple shipments are required, all requested shipments must be
within a 180 day period and each requested shipment must be for at least
15% of the total release quantity unless otherwise expressly stated.
Modifications in schedule made by Seller will not affect pricing.
The pricing quoted is based on the Purchaser accepting all
scheduled shipments. If
shipments are canceled or reduced in quantity, re-pricing and re-invoicing
will occur with prices based on the actual quantity shipped.
The minimum charge for any order will be $250.00.
No charge will be made for boxing or crating required by domestic
carriers. Costs of special boxing, export boxing, cartage for foreign
shipments and transfer expenses will be added to the invoice as a separate
charge to be paid by Purchaser unless such charges are shown to be
included in the prices quoted herein.
STORAGE - In case of delay
in shipment because of Purchaser, the products may be placed in storage by
Seller and Purchaser shall pay all handling, insurance and storage
charges. Unless otherwise stated, Purchaser shall pay all charges
promptly upon receipt of invoice and shall pay for products placed in
storage in accordance with the terms originally specified by Seller.
DELIVERY & TITLE - In
the case of domestic shipments, delivery of products to a common carrier
or licensed trucker shall constitute delivery to Purchaser, at which time
title shall transfer to Purchaser and all risk of loss or damage in
transit shall be borne by Purchaser.
In the case of export shipments, delivery to the Purchaser shall
take place when the products arrive at the first port of unloading outside
the United States. In
shipments to Mexico and Canada, delivery is on arrival at the address of
the ultimate consignee. Title
to, ownership of, risk of loss of, and right to possession or control of
the products sold to Purchaser shall remain with Seller until delivery of
the products. The time,
manner or place of payment, whether before or after shipment, by letter of
credit or otherwise, segregation of the products to the Purchaser's
contract, storage of the products on behalf of Purchaser, consignment to
the Purchaser or its agent, and importation and customs clearance by the
Purchaser shall in no way limit the rights of Seller as the legal and
beneficial owner of the products until delivery.
Any use of the terms "F.O.B." or "C.I.F.", or
the like, shall apply to price and not to title and ownership.
It is expressly agreed that the title retained by Seller until
delivery is not bare legal title retained for security purposes but full
legal and beneficial title. If
the shipment is insured, the insurance policy shall protect the interests
of the Seller as the legal owner of the products until delivery,
In the event of loss or damage to the shipment, however, Purchaser
shall promptly notify Seller and, on behalf of Seller, complete and file
any loss claim statements or other documents required in order to claim
insurance coverage. If the
Purchaser fails to do so, it shall not be entitled to credit for products
lost or damaged even though payment may have been made prior to delivery.
CANCELLATION - This order
shall not be cancellable by the Purchaser for delays in delivery or other
cause until ten (10) days after written notice of such termination shall
have actually been received by Seller, and Purchaser shall be obligated to
accept any products shipped or delivered by Seller during such period, as
well as material and work-in process on custom orders.
Unless otherwise expressly stated, this order can be canceled
without fault on Purchaser's part only with Seller's consent and upon
terms that will indemnify Seller against loss.i.
TOLERANCE - Products furnished by Seller are to be within the
limits and of the sizes published by Seller and subject to Seller's
standard tolerances for variations.
CLAIMS - Claims for
defective products, shortages, delays or failures in shipment or delivery,
or for any other cause, shall be deemed waived and released by Purchaser
unless made in writing within five (5) days after arrival of said
products. No claims will be
considered for products altered, defaced or upon which any additional
operation has been performed, and no claims will be allowed for labor,
rework, transportation or other expense incurred by Purchaser, without
prior written approval of Seller. If
the products fail to meet written specifications agreed to by Seller,
subject to Seller's said tolerances, Purchaser shall not return them, but
shall notify Seller within the said five (5) day period, stating full
particulars in support of its claim.
Seller, at its option, shall either replace the products upon
return of the defective or unsatisfactory material or adjust the matter
fairly and promptly. Under no
circumstances shall Seller be obligated for consequential or other
damages, losses, or expense, directly or indirectly incurred in connection
with, by reason of the use of, or the inability to use the products for
any purpose. SELLER DOES NOT
WARRANT OR GUARANTEE THE TECHNICAL ADVICE GIVEN BY IT IN CONNECTION WITH
THE INSTALLATION OR THE USE OF PRODUCTS SOLD HEREUNDER.
NO WARRANTY OR GUARANTEE AS TO MERCHANTABILITY OR FITNESS OF THE
PRODUCTS FOR ANY PURPOSE IS MADE UNLESS THE SAME IS SPECIFICALLY SET FORTH
IN THIS QUOTATION, BUT IN SUCH CASE SUCH WARRANTY OR GUARANTEE IS LIMITED
AS ABOVE PROVIDED.
PATENTS - If any product
shall be manufactured or sold by Seller to meet Purchaser's particular
specifications or requirements, Purchaser agrees to indemnify, protect and
save harmless Seller against all suits or actions, and from all judgments,
decrees, costs and expenses for actual or alleged infringement of any
United States or foreign patent. Purchaser
agrees that, upon request of Seller, Purchaser shall, at Purchaser's own
expense, defend or assist in the defense of any such action which may be
brought against Seller by reason of such alleged infringement.
INTELLECTUAL PROPERTY RIGHTS
- Seller retains ownership of all intellectual property and proprietary
data disclosed to Purchaser in connection with the sale of the products.
Buyer shall not disclose such intellectual property or data to
others unless already known to the general public.
For the purposes of this paragraph, proprietary data means all
design, engineering and technical information (whether patentable or not)
and other information relating to Seller's trade secrets.
Seller's trade secrets include but are not limited to secrets of
manufacture contained in Seller's manufacturing methods and processes,
treatments, chemical compositions, plant layout and tooling.
Unless otherwise specifically stated herein, Seller further retains
ownership of all rights, title and interest in and to any and all ideas,
invention, improvements, materials, copyrightable materials or the like,
conceived or made by Seller as a result of or relating to work performed
in connection with the manufacture and sale of the products.
PROPERTY OF SELLER - Unless otherwise provided hereunder any sample, supply,
material, facility, tool, die, jig, fixture, gage, mold, design, pattern,
specification, description, or equipment heretofore or hereafter
purchased, furnished or made by Seller shall be and shall remain the
property of Seller, and Seller shall bear the risk of loss of and damage
to such property, normal wear and tear excepted.
If any such property is listed on the reverse side hereof together
with a price to be paid by Purchaser, it is understood by the parties that
said price shall be for set up charges in connection with the use of such
property, rental of such property by Purchaser for use by Seller in the
production of products for Purchaser, and an intellectual property license
to Purchaser allowing the use, resale but not manufacture of products made
by or with such property; and not for the purchase of such property by
RETURNED PRODUCTS - No
products will be accepted for return unless previously authorized in
writing by Seller
CHANGES - All additional
expenses to Seller due to Purchaser's changes in the drawings, designs
and/or specifications applicable to the products provided hereunder, or
the method of shipment, packing or place of delivery, which have been
approved by Seller, as well as any products furnished in addition to that
herein specified, shall be added to the purchase price and paid by
SELLER'S RIGHT OF POSSESSION
- Seller shall have the right, in addition to all others it may possess,
at any time, for credit reasons or because of Purchaser's default or
defaults, to withhold shipments, in whole or in part, to stop products in
transit and redirect the same, either before or after delivery, and to
retake into general inventory all products which may be stored with Seller
for Purchaser's account, without the necessity of taking any other
acknowledges and consents that all products so withheld, stopped in
transit, or retaken after delivery, shall become the absolute property of
Seller, provided that Purchaser is given full credit therefore.
REVOCATION OF CREDIT -
Seller reserves the right at any time to revoke any credit extended to
purchaser because of Purchaser's failure to pay for any products when due
or for any other reason deemed good and sufficient by Seller.
In such event all subsequent shipments shall be paid for in advance
or on delivery.
RESERVATION OF RIGHTS -
Payment by Purchaser for the modification of existing tooling owned by
Seller, or any other "partial tooling" charge or similar
expense, shall not vest any right or title in Purchaser.
Unless otherwise stated herein, Seller shall have unrestricted
right and authority to produce, use and/or sell identical products to
ORDER ACCEPTANCE - Seller
reserves the right to refuse any order.
An order shall be deemed accepted and a binding contract formed
when Purchaser's order is accepted in writing by Seller, or when the order
is shipped, or by Seller's purchase of supplies or commitment of other
resources to fulfillment of the order, whichever occurs first.
19. APPLICABLE LAW - This Quotation shall be construed and governed according to the laws of the State of California.