Terms and Conditions of Sale
PACIFIC FORGE, INC
UNLESS EXPRESSLY AGREED BY BOTH PARTIES IN WRITING, ANY AND ALL TERMS AND CONDITIONS INCLUDED ON THE CUSTOMER PURCHASE ORDER, CUSTOMER TRANSMITTAL OR OTHER CUSTOMER DOCUMENTATION ARE EXPRESSLY REJECTED AND ARE NOT BINDING ON PACIFIC FORGE, INC.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF A WRITTEN CONTRACT SIGNED BY BOTH PARTIES IS IN EXISTENCE COVERING THE SALE OF THE PRODUCTS COVERED HEREBY, THE TERMS AND CONDITIONS OF SAID CONTRACT SHALL PREVAIL TO THE EXTENT THEY ARE INCONSISTENT WITH THESE TERMS.
1. QUANTITIES. Prices offered are for the quantities indicated, based upon the price of material and labor in effect at the time of quotation, and are subject to change upon notification. Shipment of any order will be made in one lot, or as near thereto as practicable. When orders specify split deliveries of quantities smaller than the total order quantity, the price for the smallest quantity will prevail unless split deliveries are expressly accepted by the Seller in writing.
2. CONDITION. Prices offered are for trimmed forgings exclusive of heat treatment, machining, or additional material for machining, unless otherwise specified.
3. WARRANTY. Pacific Forge, Inc. warrants the quality of its products against defect in material and workmanship, but such warranty does not extend to damage caused by accident, improper storage, abuse, improperly controlled subsequent operations, or to surface indications revealed by non-destructive tests, pickling, heat treatment or plating operations that are not included in the purchase order to the Seller. This warranty is in lieu of all other warranties expressed or implied and is limited to the repairing or replacement of defective parts returned to the factory at Fontana, California, charges prepaid within a period of thirty days from the date of shipment, and only after a reasonable amount of time is allowed for determination of justification of claim. Purchaser shall inspect the products within a period of thirty days from the date of shipment ("Inspection Period"). Purchaser will be deemed to have accepted the products unless it notifies Seller in writing of any defective products during the Inspection Period and furnishes such written evidence or other documentation as required by Seller.
Material adjudged defective by the Seller will be replaced or credited, at Seller’s option, and in case shall the measure of reimbursement exceed the invoiced price. If Seller exercises its option to replace defective products, Seller shall, after receiving Purchaser's shipment of defective products, ship to Purchaser, at Purchaser's expense and risk of loss, the replaced products to the delivery point. This warranty is part of every sales quotation and supersedes any conflicting provisions in the Buyer’s Purchase Order or bid invitation, unless otherwise indicated in writing and approved by both parties. Purchaser acknowledges and agrees that the remedies set forth in this Section  are Purchaser's exclusive remedies for the delivery of defective products. Except as provided under this Section , all sales of products to Purchaser are made on a one-way basis and Purchaser has no right to return products purchased to Seller.
4. SHORTAGES. All claims for shortages must be made to the Seller within thirty days from date of shipment.
5. DIES. The die charge quoted is for use of one set of dies (excluding holders) unless otherwise specified. If additional die sets are required to maintain a particular production run, prices for these will be quoted on request. Payment of the die charge give a purchaser the right to exclusive benefit from the tools on which the die charge has been paid. Cost of preservation and maintenance of dies for production of forgings by Seller will be borne by Seller for no longer than 2 years from the date of the last order requiring their use. Unless otherwise agreed, dies will not be reworked or conditioned until order requiring their use have been resolved. The cost of changes in design and maintenance of dies supplied by the purchaser will be quoted on request. Responsibility for maintenance, breakage and replacement of dies not made by Seller rests with purchaser unless otherwise agreed. If purchaser wishes to remove from Seller’s plant dies in which purchaser has an equity, seller reserves the right to make a surcharge equal to the difference between the cost of the dies plus profit and the amount of the die charge that has been paid by the purchaser except that this surcharge shall in no case be less than 25% of the die charge that has already been paid. On dies for which no orders have been received for 2 years, we reserve the right to require the purchaser to withdraw the dies or in the alternative to relinquish all rights to them.
6. PATENTS. We do not warrant any articles which are made by us upon specifications of the purchaser to be free of patent infringement and the purchaser covenants and agrees to save and protect us against any claim or demand upon any such infringement, and after notice, to appear and defend at purchaser’s own expense any suits at law or inequity arising therefrom.
7. TOLERANCES. The Standard Drop Forging Association dimensional tolerances apply, unless otherwise specified. Quantity tolerances are 1- 1000 +10% -5%, 1000 and over +15% -10%, unless otherwise agreed to by Pacific Forge and customer.
8. DEVLIERY. All parts quoted are offered delivered in Los Angeles and Orange Counties. All other areas are FOB Fontana, California. The products will be delivered within a reasonable time after the receipt of Purchaser's purchase order. Seller shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the products using Seller's standard methods for packaging and shipping such products. Purchaser shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the products at the delivery point. Seller shall not be liable for delays in delivery or failure to manufacture due to force majeure or causes beyond its reasonable control such as Acts of God, acts or omissions of Buyer, acts or omission of civil or military authority, priorities, fire, strikes, floods, epidemics, quarantines, restrictions, riot, war, delays in transportation, transportation vehicle/vessel shortages and inability to perform due to inability to obtain necessary labor, materials or manufacturing facilities. In the event of any delay such as above described, the date of delivery shall be extended for a period equal to the time lost by reason of such delay.
As collateral security for the payment of the purchase price of the products, Purchaser hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Purchaser in, to and under the products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing and a right for Seller to record such lien.
9. ACCEPTANCE. If for any reason Purchaser fails to accept delivery of any of the products on the date fixed pursuant to Seller's notice that the products have been delivered at the delivery point, or if Seller is unable to deliver the products at the delivery point on such date because Purchaser has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the products shall pass to Purchaser; (ii) the products shall be deemed to have been delivered; and (iii) Seller, at its option, may store the products until Purchaser picks them up, whereupon Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
10. CASH TERMS. Terms for forgings are net 30 days for dies, net on approval of sample cast. Prices will be subject to all material increases or surcharges in effect at time of delivery. Purchaser shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise. All payments must be in US funds. Seller will not deliver goods if Purchaser is delinquent in any payment. Any payments not honored such as rejected checks or reversed electronic deposits will incur a 5% service fee plus bank charges. Any outstanding balance of more than 30 days will accrue interest at 2% per month (24% per annum) or the maximum amount permitted by law if less, and Seller will be entitled to recover its costs and actual attorney's fees if legal action is required to collect any amount owed.
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL PACIFIC FORGE, INC. BE LIABLE TO THE PURCHASER OF ANY PRODUCTS QUOTED HEREUNDER OR ANY THIRD PARTY (INCLUDING SUCH PURCHASER’S CUSTOMERS), WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE, IN STRICT LIABILITY OR OTHERWISE, FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS OR REVENUES, LOSS OF USE, LOSS OR DAMAGE TO OTHER PROPERTY OR EQUIPMENT, COST OF CAPITAL, OR OF PURCHASED OR REPLACEMENT GOODS, OR ANY EXPENSE, INCONVENEICNE, OR ANY CLAIM OF ANY KIND RESULTING FROM ANY PRODUCTS PURCHASED FROM PACIFIC FORGE, INC. (INCLUDING SALE, USE OR INABILITY TO USE SUCH ITEMS/PARTS REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. PACIFIC FORGE, INC.’S SOLE LIABILITY FOR ANY DEFECTIVE PRODUCT SHALL BE ITS REPAIR OR REPLACEMENT AS PROVIDED BY THE WARRANTY INCLUDED IN THESE TERMS AND CONDITIONS OF QUOTATION. THE PRICE QUOTED FOR EACH PRODUCT HEREUNDER IS BASED IN PART ON THIS LIMITATION RESPECTING PACIFIC FORGE, INC.’S LIABLITY.
12. WAIVER. No waiver by Seller of any of the provisions in these terms and conditions is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these terms and conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
13. NO THIRD-PARTY BENEFICIARIES. These terms and conditions are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE WARRANTIES SET FORTH IN THIS AGREEMENT SHALL EXTEND ONLY TO PURCHASER, AND ARE SELLER’S SOLE AND EXCLUSIVE WARRANTIES AND ARE EXPRESSLY MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY AND/OR PERFORMANCE OF THE PRODUCT IS WITH PURCHASER.
THE WARRANTIES SET FORTH HEREIN SHALL BE APPLICABLE ONLY IF (1) THE WARRANTED ITEM IS USED IN ACCORDANCE WITH THE SPECIFICATIONS AND INSTRUCTIONS; AND (2) SELLER RECEIVES PROMPT WRITTEN NOTICE OF SUCH DEFECT OR NON-CONFORMANCE MAILED TO ITS OFFICE WITHIN THE APPLICABLE WARRANTY PERIOD AND IS GIVEN ADEQUATE OPPORTUNITY TO VERIFY THE EXISTENCE OF A CLAIMED DEFECT OR NON-CONFORMANCE. THE WARRANTIES SHALL NOT APPLY TO, AND PURCHASER SHALL HAVE NO CLAIM WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, INCLUDING NEGLIGENCE, IN ANY INSTANCE WHERE THE PRODUCT HAS BEEN (I) USED OR MAINTAINED CONTRARY TO SPECIFICATIONS AND/OR INSTRUCTIONS AS SUPPLIED BY SELLER, (II) SUBJECT TO MISUSE, NEGLECT, ACCIDENT, ABUSE, OR UNUSUAL HAZARD, OR (III) REPAIRED, ALTERED, FILTERED, TRANSLATED, OR MODIFIED BY ANYONE OTHER THAN SELLER. PURCHASER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS WARRANTY SHALL BE LIMITED TO SELLER CORRECTING, IN A MANNER CONSISTENT WITH SELLER’S NORMAL BUSINESS PRACTICE, ANY IDENTIFIED NON-CONFORMITY.
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF GOODWILL, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES CAUSED BY DELAYS IN FURNISHING THE PRODUCT UNDER THIS AGREEMENT OR ORDER. THE CUMULATIVE LIABILITY OF SELLER TO PURCHASER FOR DAMAGES OR MONETARY PAYMENTS OF ANY NATURE, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT INCLUDING NEGLIGENCE, SHALL NOT EXCEED THE AMOUNT PAID BY PURCHASER TO SELLER UNDER THIS AGREEMENT OR ORDER. THE FOREGOING DESCRIBED PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES OR MONETARY PAYMENTS AS DESCRIBED ABOVE.
Pacific Forge, Inc
10641 Etiwanda Ave
Fontana CA 92337