1. AGREEMENT: Notwithstanding any provisions contained in Buyer’s purchase order (PO), the following Terms & Conditions (T&C’s) apply to any sale by FALCO, LLC (FALCO) of goods described on the Order Acknowledgement. Any PO’s covering the sale of goods are governed by this document & other mutually agreed-upon written provisions. All oral understandings are excluded. Buyer’s silence or acceptance of goods constitutes its acceptance of these T&C’s of sale.
2. PRICE: Quoted price in effect on PO date unless quoted otherwise. Prices do not include sales, use, excise, or other taxes. Any tax FALCO is required by law to collect will be added to the invoice. Prices are based on quantities quoted & quantity changes may affect price. No discounts allowed unless agreed to in writing by FALCO.
3. SHIP DATE: All scheduled ship dates are estimates based on normal workload & all deliveries are subject to change without liability to FALCO. All ship dates are based on current availability of materials, production schedules, & prompt receipt of all necessary information. FALCO is not liable for damages, loss, fault, expense, or freight charges arising out of shipment delays or caused or imposed by a) strikes, fires, disasters, riots, acts of God; b) acts of Buyer; c) labor shortages; fuel power, materials, supplies, transportation, or manufacturing facilities; d) government action; e) subcontractor delay; or f) pandemics, epidemics, local disease breakouts, public health emergencies, or quarantine (collectively ‘force majeure events’).
4. WARRANTY: FALCO warrants the goods to be conforming to PO & specification requirements & will correct, replace, or refund nonconforming material (when determined nonconforming by FALCO). All claims must be made in writing within 60 days of receipt. FALCO has the right to inspect goods claimed nonconforming at Buyers or FALCO’s facility. Buyer assumes full responsibility for use & application of the goods.
5. LIMITATION OF LIABILITY: FALCO’s liability is expressly limited to the correction, replacement, or refund (at FALCO’s discretion) of the invoice price when goods are found to be nonconforming by FALCO within 60 days of delivery to Buyer.
6. INDEMNITY: Buyer shall indemnify & hold FALCO harmless from & against all claims & causes of action for damages & expenses of every kind & character, including costs of suit & reasonable attorney’s fees asserted against FALCO, its agents, & employees, arising out of or in any manner connected with this order, the goods, or use of the goods.
7. TERMS OF PAYMENT: Payment shall be made per the invoice requirements & are due & payable as set forth on the invoice. Service charges are payable on overdue invoices at an amount of 1.5% per month or the maximum legal rate, whichever is less. All orders & shipments are subject to the approval of FALCO’s credit department. FALCO reserves the right to decline any order or make shipment when, for any reason, there is doubt as to Buyer’s financial responsibility & FALCO shall not in such event be liable for breach or non-performance in part or whole.
8. SHIPMENT: Unless otherwise specified, all shipments are FOB delivered. FALCO’s responsibility terminates when the goods are made available for delivery to a common carrier from FALCO’s facility. The goods, title thereto, & any risk of loss, shall be considered transferred to Buyer upon availability for delivery to a common carrier. No claims for shortages, damages, or failure in delivery, whether by common carrier or otherwise, may be made by Buyer against FALCO. In the absence of written shipping instructions from Buyer, FALCO may ship the goods freight collect to Buyer by any common carrier which it considers satisfactory.
9. EQUIPMENT & TOOLING: Any equipment or tooling manufactured or acquired to produce goods for Buyer is FALCO’s property & shall remain in FALCO’s possession even if Buyer paid for such equipment or tooling.
10. CANCELLATIONS & CHANGES: No PO that has been Acknowledged may be cancelled or changed without FALCO’s written consent. Reimbursement charges may apply for expenditures incurred by FALCO, including, but not limited to, material purchased or used, labor, & general & administrative expenses for all agreed upon cancellations or changes.
11. RETURN OF GOODS: No goods shall be returned to FALCO without prior written authorization from FALCO. An RMA # must be provided by FALCO for all returned goods. Inspection & restocking charges may apply to returned items at FALCO’s discretion.
12. DEFAULT & ATTORNEY’S FEES: Should Buyer default on any obligation hereunder, become insolvent or make an assignment for the benefit of creditors, or be subject to any reorganization or bankruptcy proceeding, or if FALCO deems it to be in its best interest to do so to protect it or the goods against loss or damage or upon termination of this order for whatever cause or reason, then FALCO, its agent or representatives may, in addition to any other rights or remedies it may have under this order or at law or in equity, without notice or demand of liability or legal process, retain or otherwise repossess all or any part of the goods thereof &/or items furnished by Buyer; & Buyer expressly waives all further rights to possession for said goods & all claims for injury suffered through or loss caused by retention or repossession. If FALCO shall retain/repossesses the goods or institute any proceeding to recover any monetary sums due hereunder or to recover possession of the goods or any part thereof or to enforce any term or condition hereof, Buyer shall pay FALCO’s cost incurred therein, including FALCO’s attorney’s fees & all costs of the suit. FALCO’s rights hereunder are cumulative & not alternative.