Mid Iowa Tools

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Terms and Conditions

 

Quotations

Any drawings, specifications, or other data attached to any quotation furnished by Mid Iowa Tools, Inc., McNeal Tool Company, or Metro Tool & Abrasives (“Seller”) shall be deemed to be a part thereof.  Any written quotation of Seller is subject to and shall not be binding upon the Seller until (a) the actual receipt by the Seller at any of its then existing offices of Buyer’s written order based upon all the terms and conditions hereof, without qualification, within thirty (30) days after the date of said quotation and (b) Seller’s acceptance of such order at any of its then existing offices.

 

Buyer’s Order

Buyer’s order shall be deemed to incorporate without exception, all of the terms and conditions hereof, not withstanding any printed order form of Buyer containing additional or contrary terms or conditions, unless Buyer shall have expressly advised Seller to the contrary, in a writing apart from the printed provisions of such order, and no acknowledgment by Seller, or reference to an order of Buyer, shall be deemed to be an acceptance by Seller of any such additional or contrary printed terms or condition.  In the event of a written request, by the Buyer, for additional or contrary terms or conditions, then such modifications may only be made in these terms and conditions by a written instrument signed by one of  Seller’s officers.

 

Governing Law

All sales and agreements shall be governed and constructed for all purposes, including, but not limited to Seller’s obligation or liability respecting its products, according to the laws of the State of Iowa.  Buyer and Seller agree that any dispute arising out of the Buyer’s purchase of the goods or the Seller’s sale of the goods will be resolved in a court of competent jurisdiction in Linn County, Iowa.

 

Prices and Payment

Unless otherwise specified, Buyer agrees to pay or reimburse Seller for all shipping charges incurred or assessed by Seller, and payment shall be net cash, per invoice terms, paid to Mid Iowa Tools, Inc., McNeal Tool Company or Metro Tool & Abrasives at PO Box 788, Cedar Rapids, IA 52406.

 

Shipment, Shipping Date

Shipment will be by freight unless otherwise specified.  Shipping dates are approximate and are based determent, at Buyer’s request, of shipment beyond the respective dates indicated will be made, except on terms that will indemnify Seller against all loss and additional expense, including, but not limited to demurrage, handling, storage and insurance charges.

 

Restocking Charge

Buyer agrees to pay Seller, upon return of merchandise, return freight to the final destination of the merchandise, as designated by Seller, and to pay the restocking charge at the rate which Seller may designate from time to time.

 

Cancellation

After acceptance by Seller, orders shall not be subject to cancellation except with the Sellers consent and upon terms that will indemnify the Seller against loss.

 

Risk of Loss

Delivery of products to a common carrier or licensed trucker shall constitute delivery to Buyer, and all risk of loss or damage in transit shall be borne by Buyer.

 

Warranty

THE SELLER MAKES NO WARRANTY, EXCEPT THAT OF TITLE, OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, EXCEPT AS CONTAINED HEREIN.  ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED, SELLER EXCLUDES ALL WARRANTIES FOR MERCHANTABILITY AND BUYER AGREES TO TAKE GOODS ON AN “AS IS” BASIS.  SELLER LIMITS BUYER’S REMEDIES TO THE REPLACEMENT OF NON-CONFORMING GOODS OR PARTS.  The Seller warrants that parts supplied or distributed by it will be as specified and extends no warranty, whatsoever, beyond the warranties, if any which may be extended by the original manufacturer of the parts, which warranties are the sole responsibility of the manufacturer and not the Seller.  The Seller’s liability under this warranty shall be limited to the repair or replacement, or the repayment of the purchase price, or the granting of a reasonable allowance (as Seller may elect) for any part which, upon return to Seller, is found to be defective at the time of shipment, provided Buyer notifies the Seller of any such defect within ten (10) days of its discovery, but in no event later than sixty (60) days from the date of shipment of such part by the Seller.  Repairs or replacements shall be made by the Seller f.o.b.  point of shipment.  The remedies of the Buyer set forth herein are exclusive, and the total liability of the Seller with respect to this or any prior or subsequent order, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise shall not exceed the purchase price of the part upon which liability is placed. The Seller or its supplier shall in no event be liable to the Buyer, any successors in interest or any beneficiary of this order for any consequential, incidentally indirect, special or punitive damages arising out of this order or any prior or subsequent order, or any breach thereof, or any defect in, or failure of, malfunction of the parts hereunder, whether based upon loss of use, lost profits or revenue, interest, lost good will, work stoppage, impairment of other goods, loss by reason of shutdown or non-operation, increased expenses of operation or claims of customers or Buyer for service interruption whether or not such loss is based on contract, warranty, negligence, war, force of arms, fire, the elements, riot, labor disputes, accidents, any governmental action, prohibition or regulation, delay in transportation, shortage of, or inability to obtain or non-arrival of any material or equipment used in the manufacture of the products covered hereby or the failure of any party to perform any contract with Seller relative to the production of such products, or from any cause whatever beyond the Seller’s reasonable control whether or not such cause is similar or dissimilar to those enumerated.

 

Nuclear Liability

In the event that the parts or products sold hereunder are to be used in a nuclear facility, the Buyer hereby releases and agrees to indemnify the Seller and its suppliers for any damage, including loss of use, in any manner arising out of a nuclear incident whether alleged to be due, in whole or in part, to the negligence or otherwise of the Seller or its suppliers.

 

Amendment only by Writing: 

These terms and conditions will not be amended, modified or receded except by written agreement signed by an authorized official of both the Buyer and Seller expressly referring hereto.

 

Default: 

In the event Buyer does not pay when due or does not comply with any provision hereof, or if a proceeding in bankruptcy, receivership or insolvency instituted by or against the Buyer, or any representation or statement made by Buyer to obtain credit from Seller proves false or misleading the Buyer shall be in default hereunder.  Upon default in payment, or upon breach or failure to observe any other part of this contract, Seller may, at this option, without notice declare the entire unpaid balance, immediately due and payable.  Seller shall have all rights and remedies for default provided by the Uniform Commercial Code and any other applicable law.  With repect to such rights and remedies:

    1. It is expressly understood and agreed by the Buyer that Seller may retake possession of the goods sold without resort to prior hearing or any other judicial process, enter upon any premises where the goods may be located.

    2. Seller may require Buyer to assemble the goods and to make the same available to Seller at any convenient place designated by Seller.

    3. Buyer shall reimburse Seller for any expenses incurred by Seller in protecting or enforcing its rights under this contract, including without limitation reasonable attorney’s fees and legal expenses and all expenses of taking possession, holding, preparing for dispositions, and disposing of goods.  After deduction of such expenses Seller may apply proceeds of disposition to the obligations in such order and amounts as it elects.

    4. No failure on the part of the Seller to exercise any of its rights hereunder shall be deemed a waiver of such rights or of any default.

Security Agreement:

    1. Buyer grants to Seller a security interest in the goods purchased from Seller to secure the payment of this and any other obligation of the Buyer to the Seller.

    2. All the Buyer’s right, title and interest in, to and under the following, whether presently existing or hereafter acquired:  (i) the goods purchased from Seller and all attachments and accessories to such goods; and (ii) all proceeds of the foregoing including, without limitation, proceeds of insurance policies insuring any or all of the foregoing or any guarantee or warranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing.