STANDARD TERMS & CONDITIONS
STANDARD TERMS & CONDITIONS OF SALE
EXCLUSIVE, EXPRESS WARRANTY: Douglas Manufacturing Co., Inc. warrants, to the original purchaser, that any standard product it manufactures is free from defects in materials and workmanship. The duration of this warranty is 12 months from the date of shipment. In the event that the purchaser discovers the products to be defective in materials or workmanship it must notify Douglas Manufacturing in writing within 14 days and under no circumstances more than 14 days after the end of the 12 month warranty period. After notification in writing Douglas Manufacturing, at its sole discretion, will correct any defect in materials or workmanship by repair or replacement of the defective product or refund the purchase price of the defective product. These remedies are the exclusive remedies for the breach of the foregoing warranty. This warranty covers only such products that are manufactured by Douglas Manufacturing and does not extend to such products used as component parts in equipment. Douglas Manufacturing specifically excludes all other warranties whether expressed or implied. This warranty is void for products which operate under other than design load ratings and operating conditions.
WARRANTY AND LIABILITY DISCLAIMER: Douglas Manufacturing Co., Inc.’s liability shall in no case exceed the purchase price of the product or products which gave rise to the claim. Expenses and delays associated with the removal of any defective product shall be borne by the Purchaser. Douglas Manufacturing hereby disclaims any liability for injuries which may result from the use of our products contrary to our instructions. We specifically exclude any and all warranties of MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. DOUGLAS MANUFACTURING SHALL NOT BE LIABLE IN ANY EVENT FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES. There is no liability, expressed or implied, on the structural soundness or design of equipment not supplied by Douglas Manufacturing Co., Inc. or products that are inconsistent with CEMA or ANSI standards.
RETURNS: Douglas Manufactured products may not be returned without prior written authorization and must be accompanied by an assigned Return Goods Authorization (RGA) number. Products returned without prior written authorization and not clearly marked with our assigned RGA number will not be accepted. If requested by Douglas Manufacturing products shall be returned prepaid. Expenses which result from the return of goods must be borne by the Purchaser. Return goods are subject to restocking charges of not less than 20% of the value of the order and not less than $25.00 plus outgoing and incoming freight charges. No cash refunds. Credit applied to future orders.
SHIPPING: All shipments will be shipped F.O.B. Pell City, Alabama, freight collect unless other arrangements have been made in advance of the order and are confirmed in writing. Douglas Manufacturing’s responsibility for damage or loss ceases after delivery to the freight carrier of the goods. All claims for merchandise lost or damaged must be handled by the Purchaser. Douglas Manufacturing will make every attempt to accommodate shipping instructions provided by the Purchaser provided they do not conflict with any of the terms and conditions set herein. Requests for specific methods of transportation must be made at the time of order placement. Under no circumstances will Douglas Manufacturing accept responsibility nor may it be held responsible for additional charges which may result from failure to accommodate specific shipping instructions.
CANCELLATION: Cancellation requests from the Purchaser require the written consent of Douglas Manufacturing. The Purchaser shall be liable for reasonable costs and expenses incurred by Douglas Manufacturing prior to notice of cancellation. This amount shall not be less than 20% of the value of the goods ordered and not less than $25.00.
VENUE: Purchaser agrees that any claim, dispute or controversy arising out of or relating to this transaction shall be made or brought solely and exclusively in the state or federal court having jurisdiction over Pell City, Alabama, which is in St. Clair County, Alabama. Purchaser hereby consents to personal jurisdiction in said forum.
STANDARD CONDITIONS OF SALE AND ORDER ACCEPTANCE: Purchaser assents to the terms and conditions contained herein and acceptance of this order is expressly limited to same. Any additional terms and conditions, including those contained in the buyer’s purchase order or order acceptance will not be binding upon Douglas Manufacturing unless such terms and conditions are specifically agreed to in writing by an authorized representative of the seller. All past due accounts shall be assessed a service charge equivalent to 1-1/2% per month (18% annual rate). In the event that Douglas Manufacturing hires an attorney to assert any of its rights or defenses in connection herewith or to collect amounts due, Purchaser agrees to be responsible for all of Douglas Manufacturing’s legal fees and expenses as well as costs of collection.
SAFETY: Douglas Manufacturing disclaims any liability and Purchaser agrees to fully indemnify Douglas Manufacturing and its employees for all loss and expense, including attorney’s fees, relating to any claim or liability or injury resulting
from product misuse, product alteration, or the use of the product contrary to written instructions. Douglas Manufacturing provides only those safety products and devices identified on the invoice. Douglas Manufacturing insists that all OSHA, State, and Owner required safety regulations be adhered to during installation and operation. Douglas Manufacturing strongly recommends supplementing federal, state and owner safety programs with ANSI B20.1a-1985, “Safety Standards for Conveyors and Related Equipment,” and ANSI spec z244.1, “Lockout/Tagout Procedures.” NEVER, NEVER OPERATE, ADJUST OR INSTALL EQUIPMENT ON A MOVING CONVEYOR. Remember, safety is everyone’s responsibility.
WEIGHTS AND DIMENSIONS: All weights shown are approximate or average weights and are intended for the purpose of estimating only. Dimensions shown are subject to change without notification. Certified prints of ordered material are available on request.
STANDARD TERMS & CONDITIONS OF PURCHASE
APPLICABILITY: These Terms & Conditions apply to all purchase orders issued on behalf of Douglas Manufacturing Co., Inc. (“Douglas”), and Seller’s agreement to sell or ship goods constitutes acceptance of these Terms & Conditions and acknowledgment that, absent a written agreement signed by Douglas expressly agreeing to abandon these Terms & Conditions, such Terms & Conditions prevail over any contrary terms in any other or subsequent documents including but not limited to invoices, confirmations, packing lists, or other materials, and regardless of whether or not Douglas signs or acknowledges such forms. In any UCC “battle of the forms” it is agreed that these Terms & Conditions prevail over contrary terms in any other documents including any of Seller’s forms.
VENUE: Seller agrees that any claim, dispute or controversy arising out of or relating to this transaction shall be made or brought solely and exclusively in the state or federal court having jurisdiction over Pell City, Alabama, which is in St. Clair County, Alabama. Seller hereby consents to personal jurisdiction in said forum.
ATTORNEY’S FEES AND EXPENSES: In any dispute relating to or arising out of any purchase of goods by Douglas, Douglas shall be entitled, in addition to all other rights, to recover from Seller all of Douglas’s attorney’s fees and expenses related to any dispute whether litigation results or not, and whether Douglas prevails on all or only some of Douglas’s claims, rights or positions. Douglas shall never under any circumstances be liable for any of any other person’s or party’s attorney’s fees, costs, or expenses.
LIMITATION OF LIABILITY: If there is any dispute concerning the purchase of any goods, it is agreed that Douglas shall have no liability other than to pay for goods that conform to Douglas’s purchase order and at the price set forth in such purchase order, or as otherwise expressly provided in these Terms & Conditions. Payments will be on terms as set forth in Douglass purchase order. Should there be a finding of late payment on the part of Douglas, then interest will be owed at the maximum rate of 6% per annum simple interest.
SHIPPING SCHEDULE: The shipping schedule will be as specified on Douglas’s purchase order. If no shipping schedule is specified on the purchase order, then shipments will only be made and only be accepted based upon written releases issued by Douglas. Douglas shall never have any liability for shipments not expressly authorized in writing by Douglas. Douglas will never be liable for any incidental or consequential damages or lost profits.
RETURNS: Douglas may, at its option, return any nonconforming goods or may accept them with an appropriate credit for the nonconformities. Returns will be for Seller’s account and without any restocking or other return charges. Returns will be paid by full cash refund to Douglas rather than credit for future orders.
SHIPPING TERMS: Unless otherwise specified on the purchase order, all shipments will be shipped F.O.B. Pell City, Alabama, freight prepaid by the Seller. If Douglas agrees in writing to pay the shipping costs Seller shall be responsible for shipping costs to the extent that they exceed the costs of the mode of shipment specified by Douglas on the order or, if no mode of shipment is specified, any such costs in excess of normal shipping costs including any additional costs necessitated by reasons of delay by Seller in making deliveries hereunder. All items shall be packed in suitable containers for protection in shipment and storage. Seller shall be responsible for all packaging and costs unless otherwise agreed to in writing by Douglas. Seller shall mark all packages clearly with the correct order number and items contained in each package. Packing slips and bills of lading shall be provided with each shipment.
INFORMATION AND INVENTIONS: All information, specifications and drawings furnished to Seller in connection with this order shall be used only in the manufacture of items or the performance of services for Douglas and shall not be disclosed by Seller. In the absence of agreement to the contrary, all information, specifications and drawings furnished to Douglas in connection with this order shall be considered nonproprietary and may be used or disclosed to third parties by Douglas.
CANCELLATION: It is agreed that Douglas has the right at any time and for any reason and without liability, except as specified below, to cancel all or part of any open purchase order. In such case, Douglas’s only liability to Seller will be to purchase goods that are in the process of manufacture, are unique to Douglas and not fungible, and which goods were properly scheduled for delivery within the next thirty (30) days following the notice of cancellation. Douglas shall have no other liability on account of any cancellations.
GOVERNING LAW: All transactions and dealings with Douglas shall be governed by the substantive laws of the State of Alabama without regard to conflicts or choice of law provisions.