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PACKING LIST T&C's

EF PRECISION INC.

PRECISION ASSEMBLY, INC.

Standard Customer Terms and Conditions

 

The following terms and conditions apply to the transaction(s) referenced on the reverse page hereof, as applicable, between EF Precision Inc., as seller (”Seller”), and the individual, corporation, partnership, company or other entity referenced thereon as the purchaser (Customer”).

 

Seller’s Acknowledgment/Confirmation of Customer Order/Credit Memo

 

1. Entire Agreement. The contract evidenced by this Acknowledgment/Confirmation/Credit Memo constitutes the entire agreement between the parties with respect to the subject matter addressed therein and may not be modified except by a writing signed by the authorized representatives of the parties. Seller shall be obligated to perform only in accordance with the terms of this agreement, and any terms and conditions proposed in Customer’s proposal, purchase order, credit request, payment, acceptance, acknowledgment, transmittal or elsewhere which are different from, conflict with or add to the provisions of this contract shall be deemed to materially alter them and are hereby objected to and rejected by Seller. If an acknowledgment/confirmation of Customer’s order, Customer is hereby notified that Seller has commenced performance under this contract and intends to deliver or ship the goods identified herein to Customer under the terms of Customer’s order, as modified hereby.

 

2. Force Majeure. Seller shall have no liability to Customer or Customer’s customers or users, and shall have the right to suspend shipments hereunder, in the event of war, riot, flood, acts of God, fire, court order, strike, work stoppage, act of governmental authority or other causes beyond Seller’s control.

 

3. Limited Warranty. Seller warrants to the original Customer that the products manufactured by Seller are free of defects in material and workmanship. If Customer notifies Seller within three (3) months of any such defects (the “Warranty Period”), and returns the products to Seller at Customer’s sole expense, Seller shall, at its option, repair the products or replace them with products of comparable value. In either case, the Warranty Period for the repaired or replaced products shall extend after the date of repair or replacement for a time equal to the original Warranty Period. If Customer does not notify Seller of such defects, whether patent or latent, within the Warranty Period, Seller shall have no further liability or obligation to buyer therefore. In no event shall Seller’s liability under this warranty exceed the original purchase price of the products which are the subject of a proper notice of defects. Notwithstanding any provisions of this Limited Warranty, Customer’s sole remedy against Seller for breach of warranty shall be the repair or replacement of the defective material or workmanship, at the Seller’s option, without charge (except for labor costs), F.O.B. at Seller’s factory. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE PRODUCT OR FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. EXCEPT FOR THE FOREGOING THE LIMITED WARRANTY, SELLER MAKES NO EXPRESS WARRANTY WITH RESPECT TO ANY PRODUCTS SOLD UNDER THIS CONTRACT AND SPECIFICALLY EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

4. Title: Risk of Loss. Seller warrants that it is the lawful owner of and has the right to sell the products under this contract and will defend the same against all lawful claims and demands of all persons. The risk of loss due to casualty or destruction shall be borne by Customer upon Seller’s tender of the products to the carrier for transportation to Customer.

 

5. Inspection/Packing List. Customer shall have the right to inspect, and shall inspect immediately upon receipt, the products delivered under this contract. Customer shall review and inspect any packing list enclosed therewith and the goods and products described thereon, and agree to provide written notice to Seller promptly, but in any event within three (3) days of receipt, of any shortage, unconformity, defective condition or breach of warranty. Unless Customer gives written notice to Seller of such shortage, unconformity, defective condition, or breach of warranty within such time period, the goods and products shall be deemed in strict conformity with the Customer’s order and specifications in all respects, and Customer’s rights and remedies under this contract shall be deemed to have been waived. No claim for breach of warranty may be made by Customer more than three (3) months after date of delivery of such product to Customer hereunder.

 

6. Termination. Seller may cancel this contract, at any time and at Seller’s option, without any liability to Customer, if any of the following occurs: (a) Customer becomes insolvent; (b) Customer ceases to conduct Customer’s operations in the normal course of business; (c) Customer is unable to meet Customer’s obligations as they mature, or admit in writing such inability; (d) Customer files a voluntary petition in bankruptcy; (e) Customer suffers the filing of an involuntary petition in bankruptcy and the same is not dismissed within thirty (30) days after filing; (f) a receiver, custodian or trustee is appointed for Customer or for a substantial part of Customer’s property; (g) Customer fails to make payment on the terms and within the time specified in this contract, or materially defaults in any other payment or other obligation to Seller or any other member of the E F Group; or (h) Customer executes an assignment for the benefit of Customer’s creditors. In the event of such cancellation, Seller shall have all rights and remedies set forth in the Uniform Commercial Code of any applicable jurisdiction and all other remedies available at law or in equity.

 

7. Uniform Commercial Code. Terms used in this contract which are defined by the Uniform Commercial Code of the Commonwealth of Pennsylvania shall have the meanings contained therein.

 

Confirmation of Invoice and Packing List

 

The foregoing invoice/packing list is issued to confirm delivery of the goods sold as identified therein and to request payment therefore. By acceptance of this invoice and/or packing list and payment of the price specified or as may be agreed by Seller, Customer agrees that the terms and conditions of sale which govern are as set forth herein and in the written documents originated by the Seller, and that to the extent any terms and conditions proposed by Customer in any documents Customer originated which are different from, conflict with or add to the Seller’s shall be deemed to materially alter the terms and conditions of Seller’s and Customer’s agreement and are hereby objected to and rejected by the Seller. As the final writing in the transaction between the parties, Customer agrees that this invoice and/or packing list and the foregoing provision is intended to and shall modify, amend and supersede any prior terms and conditions as may have existed between the parties, whether in writing, orally stated or implied from the conduct of either or both of Seller and Customer.