LIMITED WARRANTY, TERMS AND CONDITIONS OF SALE, AND EXCLUSIVE REMEDIES


1. DEFINITIONS 

"Seller" means The Interior Products Co., Ltd. or its affiliates. "Buyer" shall mean the person or entity to whom this quotation or order confirmation is addressed, which person or entity is bound by the terms and conditions set forth herein.

2. CONDITIONS OF AGREEMENT

This quotation or order confirmation is intended as an offer to sell the specific goods and or services ("Product(s)") described on any ensuing or accompanying quotation from Seller to Buyer, at the prices stated therein, and are included in each such quotation by reference as if fully set forth therein. 

Seller’s offer is expressly conditioned on these terms and conditions, and Seller hereby expressly objects to any terms contained in Buyer's acceptance that are different from or additional to those contained in this offer. The Terms and Conditions set forth herein may not be changed, modified or added to except in a written agreement signed by Seller. In the absence of such written agreement, issuance of a purchase order or other form of acceptance of any accompanying or ensuing quotation or order confirmation by Buyer shall constitute Buyer's agreement to be bound by the Terms and Conditions set forth herein, regardless of any contrary provisions contained in any purchase order or other form of acceptance of Buyer. Any price quotation by Seller may be withdrawn at any time until acceptance is communicated in writing or via Internet by Buyer. Services may be provided by Seller or Its authorized agent. This offer is contingent upon approval of Buyer's credit by Seller.

3. SHIPPING TERMS

3.1  Terms of delivery are F.O.B. Seller’s dock in Cleveland, Ohio, unless otherwise agreed in writing.

3.2  Seller's price does not include shipping and handling beyond F.O.B. Seller’s dock in Cleveland, Ohio.  Shipping and handling beyond that point will be quoted separately and will be in addition to Seller’s price.  In no event will Seller be responsible for delay, breakage or damage after the Product is delivered to any third party carrier in good order. Risk of loss will pass to Buyer upon delivery of the Product to any third party carrier. Claims for breakage and damage in transit shall be made to any third party carrier. Partial shipments and transshipments by Seller are allowed.

3.3  After delivery and until Buyer shall have paid in full for all Products covered by this Agreement, Seller shall retain a purchase money security interest in the Products and is hereby authorized to file a financing statement to perfect its security interest.

3.4  For shipments within the United States, title shall transfer according the shipping terms stated in Section 3.1, otherwise title shall transfer upon payment in full.

4. DELIVERY, INSTALLATION, AND ACCEPTANCE

4.1  Any quoted delivery date(s) is Seller's best estimate of when Product will be ready for shipment from its factory. Seller shall not have any liability for losses or damages due to delays in delivery. For standard Products, delivery date(s) will be established at the time an order is acknowledged. For customized Products, confirmation of the delivery date(s) will be provided when the order acknowledgement is submitted to the Buyer, the first progress payment is received, and Seller has received all information required for work to begin.

4.2  Delivery date(s) are contingent upon:

4.2.1  credit approval of Buyer.

4.2.2  timely receipt by Seller of any required financial documents from Buyer.

4.2.3  timely receipt by Seller from Buyer of any drawings, instructions or similar items, when such items are required for design and/or manufacture.

4.2.4  Buyer providing auxiliary equipment or personnel, when required.

4.2.5  timely receipt of components integral to the design and/or specified by the Buyer, which may have unexpected long lead deliveries.

4.2.6  receipt of any progress payments per applicable payment terms.

4.3  Seller shall not be responsible for and Buyer shall have no right of cancellation for delays in Seller's performance due to causes beyond Seller's control including but not limited to acts of God, war whether declared or undeclared, fire, strikes, transportation delays, and failure of suppliers to deliver.

4.4  Buyer is responsible to advise Seller, prior to placing an order, whether local codes or standards apply to the Product or its installation, and Seller shall be entitled to quote compliance with any such codes or standards. Prior to the start of installation, Buyer shall obtain all licenses, permits and certifications required for compliance with local laws, rules and regulations. Buyer is responsible for all facility related issues and modifications.

4.5  Unless noted on the quotation, design fees for custom Products, applicable taxes, shipping and handling beyond F.O.B. Seller’s dock in Cleveland, Ohio, and installation are not included in the price and will be quoted as separate, additional charges to the price.

4.6  If installation is included, Buyer shall: 1) have the installation site ready on the date agreed between the parties; 2) costs incurred by Seller as a result of Buyer's delay in this regard shall be borne by Buyer; and 3) installation shall be scheduled during regular first shift hours; additional charges may apply for off-shift installation.

4.7  All Products purchased by Buyer pursuant to these terms and conditions shall be deemed initially accepted by Buyer, unless Buyer notifies Seller of its rejection of such Products, in writing, within 30 days of the receipt thereof. In the event a failure to meet any criteria mutually agreed to in writing by the parties ("Acceptance Criteria") prior to Acceptance (as defined below), Buyer's rights shall be to have Seller undertake all reasonable steps to obtain compliance to the Acceptance Criteria, or, at Seller's option, to repair or replace the Product in whole or in part. After Acceptance, Buyer's rights are governed by Section 6, below.

4.8  Acceptance of the Product is achieved by the earliest occurrence of one of the following:

4.8.1  Seller's acceptance form or other mutually agreed upon form, signed by Buyer; or

4.8.2  any use of Product by Buyer for purposes other than inspection and test; or

4.8.3  non-receipt by Seller of rejection of Product by Buyer in writing within 30 days of receipt of Product.

5. PAYMENT TERMS

5.1  Payment terms are 50% down at the time of order acceptance by Seller, and the balance due in full, in U.S. funds, upon completion of Product and prior to shipment of Product, unless otherwise specifically quoted in writing by Seller.

5.2 Late payments are subject to interest charges at the maximum legal rate.

5.3 If Buyer requests Seller to hold Product after it is ready for shipment, Seller may invoice Buyer on the original planned shipment date, payment due upon invoice. In such case, Seller may store Product at Buyer's expense. In any event, Buyer shall authorize shipment no later than 30 days after the original planned shipment date.

5.4 Other payment currencies and payment terms may be quoted at Seller's discretion.

6. WARRANTY AND REMEDIES

6.1 Products.  Except to the extent provided in any document entitled “Limited Express Written Warranty” that may be made issued by Seller to Buyer prior to or at the time of delivery, all products sold hereunder are sold “AS IS” following Acceptance; Buyer shall have those limited pre-Acceptance rights to inspect as provided in Section 4.7, but other than the right to Accept as defined above, there shall be no warranty, express or implied, except as may be provided in any document entitled “Limited Express Written Warranty” that may be issued by Seller to Buyer prior to or at the time of delivery.   

ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESSED, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT AS TO TITLE, ARE HEREBY DISCLAIMED.

7. PATENT AND COPYRIGHT

Except as provided elsewhere herein, if notified in writing within 30 days of any claims made or action brought against Buyer, Seller will settle or defend, at Seller's expense, all proceedings or claims against Buyer, its subsidiaries and affiliates for alleged infringement of U.S. patents and copyrights granted as of the date of this quotation where such patents or copyrights cover goods or parts contained in the Products that are furnished hereunder by Seller. Seller's liability in this regard shall be limited to the total amount paid by Buyer to Seller for the Product(s) giving rise to such claim(s). Seller shall have sole control of the defense of any such action and all negotiations for its settlement, and may at Its option procure for Buyer the right to continue using the Product, replace or modify the same so that it becomes non-infringing, or if in Seller's judgment such remedies are not reasonably available, grant Buyer a refund for the depreciated value of the Product and accept its return. Provided, that Seller shall not have any liability hereunder based upon compliance required of Seller with engineering drawings or manufacturing instructions originating with or furnished by Buyer, its subsidiaries or affiliates, if such compliance gives rise to such proceedings or claims.

8. LIMITATIONS OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST REVENUES, LOST PROFITS OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES, HOWEVER CAUSED, WHETHER IN ACTION FOR BREACH OF CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL SELLER'S LIABILITY EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SELLER FOR THE PRODUCT(S) GIVING RISE TO SUCH CLAIM(S).

9. CHANGES, CANCELLATIONS

A purchase order, once accepted by Seller, may not be cancelled or amended except by written change order, agreed by both parties, setting forth the particular changes to be made and the effect of such changes on the price, time of delivery, and other terms and conditions.  A $150 charge shall be assessed by Seller for a change order, in addition to any other changes to the price, time of delivery, and other terms and conditions.

10. INSTALLMENT DELIVERY

If Buyer's order provides for delivery in installments, Seller may manufacture the entire quantity at one time, and deliver in accordance with the order. If Buyer defaults in any way under the order subsequent to completion of manufacture of its Product(s), the balance of the entire purchase price remaining unpaid will immediately become due and upon receipt of such payment the balance of deliveries shall be made.

11. DESIGN OWNERSHIP

Any specifications, drawings, or other technical information, data, tools, dies, patterns, masks, test equipment, software and any other item designed, supplied, or created by Seller in performance of Buyer's order shall remain the exclusive property of Seller, and no right, title or license in any such item or design is hereby granted to Buyer.

12. TAXES

Taxes, duties and fees are the responsibility of Buyer. Buyer shall pay all applicable sales, use, turnover, VAT, GST, or other taxes, duties, and fees of any nature whatsoever due upon sale or importation of Products directly to the collection authority, or, if added by Seller to the invoice, to Seller for retransmission to the collection authority. In the event that Seller is required by a third party to pay any such tax, duty, or fee without prior payment by Buyer, Buyer shall reimburse Seller therefore promptly upon notice by Seller. Buyer shall indemnify Seller against any claims, penalties or suits arising from Buyer’s failure to pay any such taxes as may be legally due.

13. INSOLVENCY AND ASSIGNMENT

Either party shall have the right to cancel any order in the event that the other party becomes bankrupt or makes a general assignment for benefit of creditors. Buyer may not assign any of its rights or obligations hereunder without the written consent of Seller, which will not be unreasonably withheld.

14. LAW

This Agreement shall be governed by, subject to and construed according to the substantive laws of the State of Ohio, notwithstanding conflict of laws provisions. The Convention on Contracts for the International Sale of Goods is hereby expressly excluded. Buyer shall comply with all applicable U.S. laws, rules and regulations concerning export from the United States or re-export of any item purchased hereunder, and shall notify Seller prior to any such export activity.

15. DISPUTE RESOLUTION

In the event that a dispute between the parties cannot be amicably resolved within six (6) months of the date upon which a written complaint is first made, then such disputes may otherwise be resolved, but only by commencement of a legal action in a court of competent jurisdiction that is located in Cleveland, Ohio. The parties also agree that Ohio law shall govern such litigation, and that neither arbitration nor mediation shall be used to resolve any dispute unless a prior written agreement to do so is executed by both parties.

16. SEVERABILITY, HEADINGS

Any provision hereunder found to be legally unenforceable under Ohio law shall be deemed deleted and replaced with a legally enforceable provision having the closest possible intent. All other provisions shall remain in full force and effect. Headings and subheadings are for convenience only and shall not be construed to limit the applicability of individual provisions or sub-provisions.

17. CONFIDENTIAL INFORMATION/NON-SOLICITATION.

Confidential Information shall mean any information relating to Seller's business, financial condition, client lists, client files, strategies, plans, costs of procedures, overhead costs, operations, concepts, products, including the Products themselves, parts, design, layout, images, language, source code and other software, accompanying documentation for any existing or proposed product or service, research, development, testing, the performance of any prototype related to any existing or proposed product or service, or any other information marked "confidential," "proprietary," or with a similar legend; and is provided "AS IS". Buyer shall hold in confidence and safeguard Confidential Information received under this Agreement and shall exercise the same degree of care to prevent disclosure to others as it takes to preserve and safeguard its own Confidential Information, but in any event, it shall exercise no less than a reasonable degree of care. Further, internal disclosure by Buyer shall be limited to only those of its employees who are bound by confidentiality obligations at least as protective as those set forth herein and who have a direct need to know to fulfill the purpose of this Agreement. Internal copying of Confidential Information by Buyer shall be kept to the minimum necessary for the efficient conduct of business, and all confidentiality labels shall be reproduced in full on all copies, whether whole or partial.

Buyer may use Confidential Information solely for the purpose of determining whether entering into a further agreement with Seller is in the best interest of Buyer or for the purpose of facilitating an ongoing, working relationship between itself and Seller or in the furtherance of Its business obligations to Seller. Buyer may not use Confidential Information for any other purpose including, without limitation, the use of Confidential Information to compete with Seller or to enable any third party to compete with Seller.

Buyer shall not knowingly contact or actively solicit an employee of Seller to leave his or her employment with Seller


Limited Warranty


1. All capitalized terms herein shall have the meaning assigned to such terms in The Interior Products Co., Ltd.’s Terms and Conditions of Sale.

2. For a period of 12 months from the date of Acceptance, Seller warrants that the Products will: a) be free from defects in material and workmanship; and b) conform to the Acceptance Criteria.

3. Buyer must provide Seller with written notice of any breach of this warranty within 60 days after Buyer discovers, or should have discovered, the alleged breach.  Time is of the essence, and Buyer’s failure to provide such written notice to Seller within this 60 day period will fully and completely release Seller from any obligation or liability for that breach of warranty.  This warranty extends only to direct Buyers from Seller, and to no other persons or companies.  In the event of any claim under this limited warranty, Seller shall, at its sole option, either credit Buyer’s account, repair any defective parts, or furnish replacement merchandise (F.O.B. Seller’s dock in Cleveland, Ohio), all subject to Buyer providing the required written notice within the 60 day period set forth above.  Any action against Seller must further be commenced within 1 year after the alleged cause of action arises or be forever barred.  No employee or agent of Seller other than the Vice President of Operations is authorized to make any additional warranty or offer any additional remedy, or to alter or vary the terms of the warranty or any disclaimers of warranties or limitations of liability contained herein, and then only in a writing signed by the Vice President of Operations.

4. This warranty is further limited as follows:  a) this warranty is not transferable without the express written agreement of Seller; b) Particular Products may be subject to additional limitations which, if applicable, will be stated on Seller's quotation.

5. This warranty does not cover defects or failure that result from any of the following factors:  a) noncompliance with Seller's installation, maintenance and setup/adjustment specifications and procedures; b) changes that are made to the Products without written approval from Seller; c) misuse or abuse of the Product, water damage and other environmental factors; and/or d) the use of replacement parts other than those supplied by Seller.

6. The warranty on components not manufactured by Seller is limited to the warranty provided by the original manufacturers of said components, if any. Where there are major third-party items integrated into an assembly, Seller will provide any warranty for those components at time of final quote.

7. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESSED, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT AS TO TITLE.

8. Limitations of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST REVENUES, LOST PROFITS OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES, HOWEVER CAUSED, WHETHER IN ACTION FOR BREACH OF CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL SELLER'S LIABILITY EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SELLER FOR THE PRODUCT(S) GIVING RISE TO SUCH CLAIM(S).


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