Terms and Conditions
[Shipping and Sales Tax]
[Payment Methods]
[Terms and Conditions]
PLEASE NOTE:
ORDER MINIMUMS ARE AS FOLLOWS:
*** FOR TUBES AND RODS: MINIMUM FOR EACH ITEM IS
$250, MINIMUM TOTAL ORDER IS $500.
***Payment Terms online are listed as COD, however we will only accept payment via credit card prior to the order being processed in our system.
***Upon review of your order, a McDanel representative will call you to obtain credit card information. Your credit card will be authorized immediately
with a hold on your credit card for the total amount
due. Your card will be acutally charged when your
order is shipped.
*** All orders within the United States are shipped
via either UPS Ground or FedEx Ground. If you prefer a different shipping method please indicate this in the "Your Comments" box in Step 4 of the Checkout. For all shipments outside the United States, you will receive an order acknowledgement including the applicable freight charges. ***
1. Terms of Sale. These Standard Terms and Conditions ("Terms") govern all sales of products, equipment and services (the "Products") by Seller to Buyer regardless
of whether Buyer purchases the Products through the medium of written purchase orders or electronic orders via EDI (collectively, "Purchase Orders"). Upon receipt
by Buyer of sellers express acceptance or order acknowledgment, a binding contract is formed between Buyer and Seller on the terms reflected in those documents
(the "Sales Agreement"). In case of a conflict between these Terms and the Purchase Order, these Terms prevail except where Seller has expressly agreed to the
conflicting term in the Purchase Order in its acceptance or order acknowledgment. In case of a conflict between the Purchase Order and Seller's acceptance or order
acknowledgment, the acceptance or order acknowledgment prevails.
2. Price. The price of the Products, as set forth in the Purchase Order, does not include sales, use, excise or any other taxes or assessments levied by any federal,
state, municipal or other governmental authority, unless Seller expressly agrees otherwise. Price is not final until accepted and confirmed by the seller.
3. Payment. Payment terms will be stated on the order acknowledgement. Payments not received when due shall bear interest at the lower of twelve percent (12%)
per annum or the maximum rate allowed by applicable law. Seller reserves the right to limit or cancel the credit of Buyer, and Seller may require payment or
adequate assurance of performance from Buyer prior to taking any preparatory steps for performing the Sales Agreement or beginning the manufacture of the
Products. Buyer shall execute, at Seller's request, one or more security agreements, financing statements and other documents necessary to secure Seller's
interests in the Products and payment therefore.
4. Specifications. Seller will manufacture the Products in the substantial conformity with its product specifications, unless required to deviate by Buyer's Purchase
Order. All product and product-related specifications are subject to applicable freight classification, Seller's customary manufacturing processes, and generally
accepted industry practices. Buyer acknowledges (i) that Seller in some cases is not the manufacturer of certain Products or components thereof (collectively, "Third
Party Products"), (ii) from time to time the manufacturer of such Third Party Products may make changes to the specifications of such Third Party Products or
components thereof (each, a "Manufacturer Change"), and (iii) that in some circumstances a Manufacturer Change may be carried out by the manufacturer
unilaterally and without notice to Seller. If a particular transaction concerns Third Party Products that are subject to a Manufacturer Change, Seller reserves the right
to deliver such Third Party Products and carry out the delivery in accordance with the Manufacturer Change or the manufacturer’s most recent directives. Buyer
agrees to look solely to the manufacturer of Third Party Products concerning any warranty claim or similar matter with respect to such Third Party Products.
5. Packaging. Seller will endeavor to comply with Buyer's packaging specifications, if any, including without limitation, unitizing, palletizing, boxing and bundling, but
Seller reserves the right to substitute any other method of packaging that is reasonably comparable to Buyer's specifications, both with respect to costs and to the
risk to which the Products are subject. Seller, at its option, may charge additional material, labor, and overhead for non-standard packaging.
6. Shipment. For all U.S. Shipments Seller will deliver the Products FOB Sellers Plant. For all International shipments Seller will deliver the Products ExWorks Seller's
plant or other facility, unless Seller expressly agrees otherwise. Buyer shall pay all transportation costs of the Products. Seller may make partial shipments at Seller's
sole discretion. Seller will endeavor to meet the shipping date(s) specified by Buyer. If Seller is unable to meet that date, Buyer has no claim for damages resulting
from any such delay in delivery, unless Seller expressly agrees otherwise.
7. Title and Risk of Loss. Title to the Products passes to Buyer when the Products are fully paid for. All risk of loss to the Products passes to Buyer when the
Products are loaded onto the carrier for delivery.
8. Warranty. Except with respect to any Third Party Products for which Seller does not provide a warranty hereunder and which are expressly sold on an “AS IS,
WHERE IS” and “WITH ALL FAULTS” basis, Seller warrants that the Products shall be free from defects in material and workmanship and will substantially conform
to the buyers specifications, if any, upon shipment. THE FOREGOING NOTWITHSTANDING, SELLER IS NOT LIABLE FOR NORMAL MANUFACTURING
DEFECTS OR FOR CUSTOMARY VARIATIONS FROM QUANTITIES OR SPECIFICATIONS. UNLESS EXPRESSLY STATED IN THE SALES AGREEMENT,
SELLER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (WHETHER ARISING BY IMPLICATION OR BY OPERATION OF LAW) WITH
RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILTY, FITNESS
FOR PARTICULAR PURPOSE OR ANY OTHER MATTER. THIS SECTION SURVIVES THE TERMINATION OR CANCELLATION OF THE SALES AGREEMENT.
Seller's warranty of any Product shall not apply if (i) the Product is not stored or handled appropriately, (ii) the defect of the Product resulted from damages
occurring after delivery of the Product, or (iii) the defect of the Product was not reported to Seller within thirty (30) days after delivery. If a Product does not
conform to the warranty above and the warranty is not otherwise excluded, then Buyer shall promptly notify Seller of the defect. Seller, at its option, shall either (i)
repair or replace the defective Product or service, or (ii) refund the purchase price. THE FOREGOING ARE BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY
BREACH OF THE WARRANTY PROVIDED BY SELLER ABOVE.
9. Limitations of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT AND INDIRECT LOST PROFITS, REGARDLESS OF WHETHER THOSE DAMAGES WERE
FORESEEABLE. SELLER HEREBY DISCLAIMS ANY LIABILITY, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY),
FOR ANY INJURY TO OR DEATH OF PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF OR CAUSED BY BUYER'S USE OF SELLER'S PRODUCTS,
SERVICES, EQUIPMENT, TOOLS OR FIXTURES. SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO SALES OF THE PRODUCTS
HEREUNDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER BY BUYER FOR THE APPLICABLE PRODUCTS.
10. Termination. In the event of a breach by Buyer, including any insolvency or bankruptcy of Buyer, Seller may terminate the Sales Agreement upon giving thirty (30)
days written notice of termination. If the Sales Agreement is terminated by Seller for Buyer's breach, Seller is entitled to reasonable reimbursement for any labor,
material or other expenses incurred in connection with the Sales Agreement, plus Seller's normal overhead, and to payment for Products and services in process or
already completed but not yet paid for.
11. Indemnification. To the maximum extent allowed by law, Buyer shall defend, indemnify and hold harmless Seller and its employees and agents against all sums,
costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorney's fees) that
Seller may incur or be obligated to pay as a result of (i) Buyer's negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; (ii) any
infringement or alleged infringement of the intellectual property rights of others arising from Buyer's plans, specifications (including Buyer's trademarks and brand
names) or production of the Products ordered by Buyer where such plans or specifications caused Seller to deviate from its normal product specification; (iii) Buyer's
violation or alleged violation of any federal, state, county or local laws or regulations, including without limitation, the laws and regulations governing product safety,
labeling, packaging and labor practices; and (iv) Buyer's breach of the Sales Agreement.
12. Entire Agreement. The Sales Agreement comprises the complete and final agreement between Seller and Buyer and supersedes all prior negotiations, proposals,
representations, commitments, understandings or agreements between Seller and Buyer, either written or oral, on its subject. No other agreement, quotation or
acknowledgment in any way purporting to modify any of the terms of the Sales Agreement is binding upon Seller unless made in writing and signed by Seller's
authorized agent. The Sales Agreement may not be altered or modified except by written agreement of Seller and Buyer.
13. Governing Law. The validity, construction and performance of the Sales Agreement is governed by and shall be construed in accordance with the law of the
Commonwealth of Pennsylvania. Buyer hereby irrevocably submits and agrees to the jurisdiction of the state and federal courts of the Commonwealth of
Pennsylvania in any action, suit or proceeding related to, or in connection with, the Sales Agreement.
