General

This agreement contains all the Terms and Conditions of sale and purchase of the products by Springfield Spring Corporation (SSC) and constitutes the complete understanding of the parties with respect thereto.  No modification, extension, or release from any provision hereof shall be affected by this mutual agreement, acceptance of purchase order forms, or otherwise, unless the same shall be in writing, signed by the other party, and specifically described as an amendment or extension of this agreement.

Price

SSC offers 1%, 10 days, Net 30 days, subject to approved credit. Prices are based on existing labor and material costs and are subject to revision if either is revised prior to shipment of total order. Items ordered as part of a blanket or multiple release agreement must be taken within 12 months of receipt of order unless otherwise stated. Any subsequent change in Buyer’s purchase order may result in a price change.

Prices on the goods specified do not include any city, state, or federal excise taxes, including, without limitation, taxes on manufacturing, sales, receipts, gross income, occupation, use, and similar taxes, fees, or other charges imposed by governmental entities. When applicable, taxes will be added to the invoice as a separate charge to be paid by Buyer. If an exemption from a tax is claimed, supporting documents must be furnished by Buyer prior to delivery.

Claims

Buyer agrees to hold harmless and indemnify SSC of and from all claims, suits, action, costs, counsel fees, expenses damages, judgments or decrees by reason of any person or persons being injured or property being damaged and destroyed because of any defect, latent or otherwise, in the article or articles sold.

Tooling

For any tooling order requiring SSC to produce a custom-made tool, Buyer shall pay one-half of the total tool price upfront before tool is started, and the remaining balance to be paid at first piece submittal. Payment of initial charges for tooling (including tools, dies, jigs, fixtures, patterns and gages) supplied by SSC conveys neither ownership nor the right of removal, which a Buyer may obtain only by making a fair reimbursement, as agreed upon between Buyer and SSC, for the total cost of said items for their maintenance and storage.  SSC agrees to keep tooling in reasonably good condition so long as it is used actively (last usage within the past 2 years) and in SSC’s control but accepts no responsibility for its operation thereafter. SSC may scrap tooling inactive for a period of two (2) years.

Warranty

SSC warrants all products sold for thirty (30) days from date of shipment to Buyer against defective material or workmanship (but not against damage caused by accident or abuse by buyer). SSC neither warrants nor certifies the performance of products which, at the request of the Buyer, incorporate components of other manufacturers. SSC will at its option repair or replace such products, free of charge, if found on examination to be defective and if any necessary return charges are prepaid.  SSC MAKES NO WARRANTY AS TO MERCHANTABILITY OR, EXCEPT AS STATED ABOVE, AS TO FITNESS OF PRODUCTS FOR A PARTICULAR PURPOSE.  Any expense incurred without SSC consent for repairs or replacement will not be allowed.

Liability

In no event shall SSC be liable to buyer or others for incidental or consequential damages or for loss of profits, whether resulting from the breach of any warranty, breach of contract, negligence, tort, strict tort liability, or otherwise. SSC’s liability does not include the engineering of the springs or the end use for which they are purchased. SSC’s engineering recommendations constitute merely our opinion and best judgment, and are not a basis for liability.

Resale

To the extent that Buyer resells the products purchased from SSC and the contract for such resale does not include the provisions of Warranty and Liability set forth above, Buyer agrees to: (i) assume all liability for the breach of any other warranty, for any consequential or incidental damages, for any loss of profits or for any remedies other than refund or replacement with respect to such products and, (ii) indemnify and hold SSC harmless from and against any and all claims for breach of any other warranty or any implied warranties, for consequential or incidental damages, for loss of profits or for remedies other than refund or replacement with respect to such products.

Delays

Our confirmed ship date is based on the best information at the time of the quote, which considers the expected delivery of the raw material necessary to fill your order. While we make every effort to meet quoted ship dates, if there are circumstances outside of our control, SSC will not be responsible for delays attributable to such circumstances.

Overages

We reserve the right to ship ±10% unless otherwise noted on your Purchase Order and communicated specifically to SSC.

Shortages & Damages in Transit

If the quantity of products received by Buyer shall be less than the quantity shown in the invoice, or if the products received by Buyer shall have been damaged in transit, Buyer shall, within thirty (30) days after receipt of such products give written notice of such shortage or damage to the agent of the delivering carrier and in order to substantiate a formal claim when, and if presented, and Buyer shall send a copy of such notice to SSC.

SSC shall not be liable for delay or failure in performance due to fires, floods, unusually severe weather, strikes, or other differences with workmen, accidents, labor or material or transportation shortages, war (declared or undeclared) riot, governmental orders or regulations, legal interferences or prohibitions, defaults on the part of suppliers, or other causes beyond SSC’s reasonable control.

Partial Shipments & Order Cancellation by Seller

Partial shipments shall be permitted, within reason, and SSC will invoice each shipment separately.  Shipments and deliveries shall, at all times, be subject to the approval of the SSC Credit Department.  If SSC shall for any reason be in doubt as to the financial responsibility of Buyer, SSC may decline to make deliveries except on receipt of cash in advance or other security satisfactory to SSC.  If Buyer fails to fulfill the terms of payment, SSC may cancel the contract.

Cancellation or Changes by Buyer

Orders in process may be cancelled only with SSC consent. Orders in process with raw material already purchased may not be changed.

Shipping

Unless otherwise specified by SSC, the products are shipped F.O.B. SSC’s location and title to the products will pass to Buyer upon SSC’s delivery by SSC to a carrier for transport.

Standards

The springs, wire forms, and/or stampings furnished on this order are manufactured to the standards published by the Spring Manufacturers Institute, Inc. unless otherwise specified.

Acceptance

Buyer must notify SSC at once if the foregoing Terms and Conditions are not acceptable. Neither performance nor delivery by SSC nor receipt by SSC of any payment shall be deemed an acceptance of any additional or different terms and conditions. Performance and delivery by SSC shall be under, and pursuant to only the terms and conditions contained herein. 

Price & Quantity

We reserve the right to pass through increases in raw material, freight, energy and outside service cost in effect at time of manufacture. Items ordered as part of a blanket or multiple release agreement must be taken within 12 months of receipt of order unless otherwise stated. All prices are in U.S. Dollars ($). Quoted prices are offered for acceptance within 30 days from quotation date.  Prices quoted are on specific quantities mentioned, and are subject to price differentials on larger or smaller quantities. We reserve the right to ship ±10% unless otherwise noted on your Purchase Order and specifically communicated to SSC.

Delivery

Our quoted ship date is based on the best information at the time of the quote, which considers the expected delivery of the raw material necessary to fill your order. While we make every effort to meet quoted ship dates, there are circumstances that can result in delays such as pandemics, strikes, differences with workers, transportation delays, logistics, geo-politics, and other contingencies beyond SSC’s control. SSC will not be responsible for delays attributable to circumstances outside of our control.