Standard Terms & Conditions of Sale
EFFECTIVE: January 1, 2025
ACCEPTANCE OF ORDERS: Purchaser’s offer to buy, based on Company’s quotation or proposal shall be subject to the acceptance by the home office of Erie Industrial Products LTD (“Seller”), 248 Artino Street, Oberlin, Ohio 44074. Should the Purchaser’s order include changes or additions to specifications not included in the Seller’s quotation or proposal, acceptance and acknowledgment of the order shall not be deemed a waiver of the Seller’s right to make additional charges for such changes or additions. In addition, the Seller shall, in the event of changes or additions to specifications made after receipt of an order, make whatever changes are necessitated. All stock orders shipped to customer locations are subject to carton lot rounding on selected items. When carton lot rounding is applicable, the items are always rounded to the standard package quantity. Non-standard items may be subject to minimum order quantities if no current stock exists at the time of order placement.
PRICES: All prices named herein shall, at Seller’s option, be adjusted to the Seller’s price in effect at time of shipment. Products will be billed on the basis of current costs of raw material and labor at time of shipment from our factory. The minimum charge on special or custom made items is $250.00 Net Value per item. Quotation numbers must be referenced in PO’s and include the quoted prices. Unless otherwise specified, prices quoted include Erie Industrial Products LTD standard packaging. If special packaging is required, the factory must be consulted.
TERMS: Terms of payment are granted to Purchaser with satisfactory credit and are Net 30 days after invoice date. If the Purchaser shall fail to comply with any provision or to make payments in accordance with the terms of this contract or any other contract between Purchaser and Seller; the Seller may, at its option, defer further shipments or, without waiving any other rights it may have, terminate this contract. All deliveries shall be subject to the approval of the Seller’s Credit Department. The Seller reserves the right before making any delivery to require payment in cash, or security for payment, and if the Purchaser fails to comply with such requirement, the Seller may terminate this contract.
TAXES: Prices do not include sales or similar tax. The amount of the present or future sales, revenue, excise, and all other taxes, whether city, state or federal, applicable to the sale of products sold hereunder, shall be added to the purchase price and shall be the responsibility of the Purchaser.
TRANSPORTATION COSTS: All prices are F.O.B. Shipping Point. Delivery service charges at destination must be borne by Purchaser.
CLAIMS: Claims for errors or shortages of shipments must be made within thirty (30) days after receipt of materials. Carriers are responsible for goods lost or damaged in transit.
SHIPPING SCHEDULES: Seller reserves the right to ship all purchased material within ninety (90) days unless firm shipping schedules are provided with the order and accepted in writing by Seller. Any material ordered and not released by Purchaser within the agreed schedule may, at Seller’s option, be invoiced in full or shipped immediately.
CANCELLATIONS: Orders cannot be cancelled, nor delivery extended beyond original delivery date indicated or promised without consent of the Seller and upon terms which will indemnify the Seller against all losses. Specials and “made-to-order” products are non-cancelable/non-returnable.
PATENTS: Seller accepts responsibility for any infringements of the U.S. Patents on products made to its designs and specifications. Purchaser accepts this responsibility on products made to designs or specifications which he supplied. The parties must notify each other promptly of any infringement suit brought against the other party and the party responsible may settle or defend the suit as he sees fit.
DELAYED SHIPMENTS: The Seller shall be excused for any delay in performance due to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, mill conditions, strikes, differences with workmen, delays in transportation, shortage of cars, fuel, labor or materials, or any cause beyond the reasonable control of the Seller.
RETURNED MATERIAL: Advance permission in writing must be obtained from the Seller for the return of any material. Only resalable material of a current design regularly carried in stock will be considered for return. Consult factory for return material terms and conditions. Where all transportation charges are paid by the Seller, double the return transportation charges will be billed.
DIMENSIONS: Continuous modifications are being incorporated into Erie Industrial Products LTD products for their improvements; therefore, cataloged dimensions not vital to the proper functioning of the product may be altered. Seller assumes no liability for deviations from cataloged dimensions. Certified dimensional prints of specific products will be furnished upon request.
PATTERNS AND TOOLS: Charges for special patterns and tools do not convey the right to remove them from our factory without our written authorization.
WARRANTIES: Erie Industrial Products LTD warrants products manufactured by it to be free from mechanical, electrical, and physical defect when they are released for shipment from our factory for a period of one (1) year from the date of shipment to the original purchaser. Seller does not assume any liability for the improper selection or installation of its products. New parts will be furnished or defective parts repaired, at Seller’s option, free of charge for parts which prove to be defective, providing such defective parts are called to Seller’s attention within the one (1) year warranty period. Products not manufactured by Seller shall be limited to the warranty extended Seller by its supplier. Seller shall not be responsible for the costs of transportation, removal, installation, or other expenses which may be incurred in connection with repair or replacement.
SEVERABILITY: Any provisions hereof prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof.
HEADINGS: The headings used herein are for reference purposes only and shall not affect the meaning of interpretation hereof.
GOVERNING LAW AND VENUE: This contract shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Any legal action arising out of or relating to this contract shall be brought exclusively in the state or federal courts located in the State of Ohio.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER’S SOLE AND EXCLUSIVE OBLIGATION, AND BUYER’S EXCLUSIVE REMEDY, SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF DEFECTIVE GOODS, OR, AT SELLER’S OPTION, REFUND OF THE PURCHASE PRICE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, OR PRODUCTION DOWNTIME, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ENTIRE AGREEMENT: These Terms and Conditions constitute the entire agreement between Seller and Purchaser and supersede any conflicting or additional terms contained in Purchaser’s purchase order or other documents, unless expressly agreed to in writing by Seller.