PRICES AND SHIPPING TERMS. All prices quoted are subject to change without notice. Prices do not include any taxes and any such taxes shall be invoiced as a separate item and paid by the Buyer. Unless otherwise stated, prices exclude any gaskets, joint lubricant, joint cloth and banding material. All sales are made f.o.b. point of shipment. In all cases, title and risk of loss or damage shall pass to Buyer upon delivery to carrier at point of shipment. All items shown as freight allowed pertain to particular items and quantities. Any requested change in order quantity, release schedule including partial releases, product processing requirements, or other alteration from that originally quoted will be subject to a price increase, additional freight charges and revision of delivery Prices may not include delivery, and where noted delivery charges will be added to the prices quoted. All labor or mechanical facilities required to unload shall be provided by Buyer without any cost to Mandal. All weights and dimensions are approximate. Shipping Tolerances on all orders are +/-5% unless agreed otherwise in writing.
DELIVERY. Factory shipping dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed shipping Mandal shall not be liable for failure to deliver or for delay in delivery or performance due to causes beyond its reasonable control (i.e., acts of God, act or omission of Buyer, act of civil or military authority, fire, labor difficulties, riot or other civil disturbance, insolvency, or inability to perform by the manufacturer providing the products ordered, delay in transportation or any other commercial impracticability). In the event of any such delay, the date for delivery or performance shall be extended for a period equal to the time lost by reason of delay. If Buyer postpones delivery for more than thirty (30) days, Buyer agrees to pay reasonable storage fees.
PAYMENT AND FINANCIAL CONDITION. Payment is due net thirty (30) days from invoice date Receipt of payment from Buyer’s customer, if any, shall not be a condition precedent to Buyer’s obligation to make payment to Mandal. Retention is not allowed. If, in the judgment of Mandal, Buyer’s financial condition at the time of manufacture or shipment does not justify the terms of payment specified, Mandal reserves the right to require payment or other adequate assurance of performance before manufacture or Mandal reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. Mandal may suspend shipment of any products whenever Buyer is in default under this or any other contract between Mandal and Buyer. Any costs incurred by Mandal as a result of suspending or interrupting performance shall be paid by Buyer. Buyer agrees to pay a service charge of 1½% per month (18% per annum) or the maximum lawful rate, whichever is less, on all past due amounts. In the event of legal action, Buyer agrees to pay Mandal’s attorney’s fees and costs of collection.
LIMITED WARRANTIES. MANDAL WARRANTY TO BUYER IS TO USE COMMERCIALLY REASONABLE EFFORTS TO HAVE THE APPLICABLE PRODUCT MANUFACTURER REPAIR OR REPLACE PRODUCTS WHICH EITHER MAY BE DEFECTIVE OR FAIL TO CONFORM TO PUBLISHED PRODUCT SPECIFICATIONS, CONSISTENT WITH EACH MANUFACTURER’S WARRANTY IN NO EVENT WILL MANDAL’S LIABILITY UNDER THIS SECTION EXCEED THAT ADJUSTMENT PROVIDED MANDAL BY MANUFACTURER. Copies of manufacturer’s warranty will be furnished upon request. Mandal warrants that its processed or fabricated products will be free from defects in material and workmanship for one (1) year from date of shipment. Mandal’s sole obligation and Buyer’s exclusive remedy in connection with Mandal’s processed or fabricated products shall be limited, at Mandal’s option, to either replacement of the non-conforming products or credit to Buyer’s account for the invoice price of the related products. Any claim under this warranty section must be made by Buyer to Mandal in writing within five (5) days of Buyer’s discovery of the claimed defect, but in no event later than one year from delivery. Buyer’s failure to notify Mandal of such defect or non-conformity as required herein shall bar Buyer from recovery under this warranty. EXCEPT AS TO TITLE, THERE ARE NO OTHER WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED OR STATUTORY RELATING TO THE DESCRIBED PRODUCTS. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.
CLAIMS. Buyer shall notify Mandal, in writing, of any claims for non-conformity, shortages, errors in shipment or errors in charges within five (5) days after receipt of products. Failure to provide Mandal with said written notice shall constitute conclusive evidence that Buyer has accepted the products and waived any right to reject the products. Products may not be returned without Mandal’s prior written authorization. Mandal shall be afforded a reasonable opportunity to investigate any claim and inspect returned products. Acceptance of said claim and returns is at Mandal’s sole discretion. Buyer may not offset payment to Mandal for claims or returned products until Mandal has issued a Credit Memo to Buyer, nor may such payment offset exceed the amount of the related Credit Memo.
LIMITATION OF LIABILITIES. Subject to limitation on warranty and other claims set forth herein, Mandal any claim for loss or damage arising out of a contract, with Buyer or from Buyer’s Purchase Order pertaining to the alleged performance or breach of such contract, or connected with the supplying of any products, or their sale, resale, operation, or use, shall not exceed the price allocable to such products or part thereof involved in the SHALL NOT IN ANY EVENT BE LIABLE, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHER GROUNDS FOR LABOR CHARGES, IN AND OUT CHARGES, SPECIAL, CONSEQUENTIAL, INCIDENTAL, LIQUIDATED OR PENAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED PRODUCT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF BUYER’S CUSTOMERS, FOR SUCH DAMAGES.
HAZARDOUS BUSINESS. Unless otherwise agreed in writing, products sold hereunder are not intended for use in connection with any hazardous activity or any other critical application where failure of a single component could cause substantial harm to persons or property. If so used, Mandal disclaims all liability for any damage, contamination or other injury and Buyer shall indemnify and hold Mandal harmless from such liability, whether as a result of breach of contract, warranty, tort (including negligence) or other
IMPROPER ACT OF BUYER. Buyer shall indemnify, defend, and hold Mandal harmless from any claim, liability, damages, lawsuits, and costs (including attorneys’ fees), whether for personal injury, property damage or other, brought by or incurred by Buyer, Buyer’s employees, Buyer’s customers, or any other person, arising out of improper selection, application or use of products purchased from
CANCELLATION AND RETURNED GOODS. Orders placed by Buyer may not be cancelled without Mandal’s prior written The amount of credit, if any, allowed to Buyer for returned products shall be at the sole discretion of Mandal. In the event of cancellation without Mandal ’s consent, Mandal shall be entitled to recover any and all damages suffered by Mandal.
Asignment. Buyer’s assignment of any or all of Buyer’s duties or rights hereunder, without Mandal’s prior written consent, shall be void.
PRICE CHANGE. Prices quoted are subject to change due to export related subsidies, rebates and/or tax in the country of product origin, as well as imposition of US countervailing duties pertaining to anti-dumping charges.
GENERAL. All orders are subject to acceptance by Mandal. Any representation, affirmation of fact and course of dealings, promise or condition in connection herewith or usage of trade not incorporated herein, shall not be binding on either party. No waiver, alteration, or modification of any of the provisions hereof shall be binding upon Mandal unless specifically assented to in writing by Mandal. Mandal’s waiver of any breach shall not be considered a waiver of any other or future breach or of Mandal’s other rights. The validity, performance, interpretation, and enforcement of this agreement shall be governed by the laws of California. Any legal action filed as a result of Mandal’s sale of products may be commenced in Los Angeles, California.