The Terms and Conditions (“Terms”) contained herein shall apply to all quotations and offers made by and purchase orders accepted by Heeger Materials Inc (“HM”) and its subsidiary companies. These Terms apply to all sales made by HM except to the extent the Terms conflict with an existing individual customer contract where special terms and conditions (signed by HM and Buyer) may take precedence over this document. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with other terms and conditions referenced to. In such case, the Terms contained herein shall govern, and acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions herein, irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of products ordered hereunder. HM’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing signed by an officer of HM before becoming binding on either party.
2. Price, Taxes and Quotations
Prices are subject to change on thirty days notice to Buyer. Any order that can be cancelled and rescheduled pursuant to paragraph 6 is subject to a price change immediately. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax applicable to the manufacture or sale of any product. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by HM are those current at the date of quotation and shall be subject to variation by HM.
Unless otherwise agreed in writing, sales are EXW HM’s facility (delivery is ex works). HM may deliver products in one or more consignment and invoice each consignment separately. Unless otherwise agreed in writing, delivery time is not of the essence. HM does not accept liability for any loss arising from delay in delivery of products.
4. Payment Terms
Unless otherwise agreed in writing, all payments are to be in United States dollars. Invoices should be paid based on agreements and customers must themselves pay any bank charges that are incurred in making the payment. Full payment instructions are set out on the invoice.
5. Certificate of Analysis (COA) and Materials Safety Data Sheet (MSDS)
All items shipped are accompanied by an analysis certificate provided by our manufacturers. The analysis is specific to the actual lot of material being sent and not a " typical analysis", unless specifically stated. The MSDS is provided in compliance with OSHA. This MSDS is prepared by HM's technical staff based upon the best of their knowledge and is offered solely for buyer's information, consideration, and investigation. HM provides no warranties, either express or implied, and assumes no responsibility for the accuracy or completeness of the data contained herein.
6. Order Cancellation
For nonstandard parts, custom products, or standard parts with minimum usage Buyer may cancel or reschedule more than ninety (90) days from the Confirmed Shipping Date, except that Buyer shall accept delivery of all such products which are completed at the time of cancellation or rescheduling. Those nonstandard products which are in the work-in-process inventory at the time of cancellation or rescheduling, shall be paid for by Buyer at a price equal to the completed percentage of the product multiplied by the price of the finished product. Buyer also shall pay promptly to HM the costs of settling and paying claims arising out of the termination of work under HM’s subcontracts or vendors and any accounting, legal, and clerical costs arising out of the cancellation.