STANDARD TERMS AND CONDITIONS
1. Contract. These Terms and Conditions are an essential part of the Agreement with AK Stamping Company, Inc. (AKS), and shall control over any conflicting or inconsistent terms contained in any quotation, purchase order, acknowledgment, invoice, or other document issued by any party other than AKS. AKS rejects any contrary terms or conditions.
2. Changes. This is a binding contract on the quantities, prices, payment and technical specifications. Any technical, quantity, delivery or other change requested by Buyer shall be in writing, and shall not be effective unless accepted by AKS in writing upon terms which indemnify AKS against all losses occasioned thereby. If Buyer cancels all or part of this contract, Buyer agrees to pay AKS for raw materials, unamortized tooling, labor incurred, handling and overhead charges, and for all work to date and in progress when AKS receives notice of the cancellation.
3. Shipment. Unless otherwise specified, all shipments are FOB Origin, freight collect, and title shall pass at the time of shipment by AKS. Claims for shortage must be made within 10 days after receipt of goods; Buyer shall be deemed to have accepted the numerical count of goods shipped unless Buyer notifies AKS in writing of any claim for short count within 10 days after delivery to Buyer. Delivery of 10% more or less than the quantity ordered shall be accepted as a completed order and will be invoiced accordingly.
4. Raw Materials. This contract is contingent upon the availability of raw materials required for the manufacture of the goods. AKS shall not be deemed in breach of this contract for any delay in manufacture or delivery where such raw materials are unavailable or delayed. In such case, AKS may, at its option, cancel this agreement or deliver a pro-rata share of its production.
5. Force Majeure. AKS assumes no responsibility or liability for any loss or damage occurring by reason of delay or inability to deliver caused by fires, strikes, accidents, embargoes, car shortage, delay of carriers, insurrection, riot, acts of civil or military authorities, or from any other cause which is unavoidable or beyond reasonable control, and if delays from such causes should occur, delivery time shall be correspondingly extended. In the event such a condition affects a portion of AKS’ capacity to supply products, AKS reserves the right to allocate its limited supply of products among its customers in a fair and reasonable manner consistent with N.J.S.A. 12A:2‑615.
6. Price. Prices are as stated in applicable orders. Prices apply to orders placed for the indicated quantities for complete shipment at one time to one destination unless otherwise agreed by AKS in writing prior to manufacture.
7. Additional Charges. Buyer also agrees to pay the following additional charges, if applicable: (a) As prices are based on the present cost of materials, Buyer agrees to pay AKS for any increase in the cost of materials purchased by AKS to fulfill this contract; (b) for any special packaging requirements, source inspection by Buyer on the premises of AKS, or other requirements not expressly provided as included in the Price; (c) for changes in molds and tools made necessary (as determined by AKS) by changes in specifications accepted by AKS, and also agrees to assume all risk of resultant damage.
8. Taxes. Prices are subject to added charges levied by any governmental taxing authority, all of which shall be paid by Buyer.
9. Payment. Payments are due thirty (30) days from the date of invoice. Late payments shall accrue interest at one percent per month until paid. In addition, Seller agrees to pay all of AKS’ reasonable costs, expenses, and attorneys’ fees of collection. Buyer grants AKS a security interest in all tools, molds, parts, or goods for any unpaid balances due to AKS.
10. Customer Supplied Materials. In the event this contract requires AKS to perform work on raw or semifinished materials supplied by Buyer but not purchased by AKS from Buyer, Buyer shall supply an adequate excess to allow for machining losses. If AKS scraps any such materials, it shall not be liable to Buyer for such scrapped materials. Buyer warrants that any raw or semifinished materials shall be suitable for the operations intended to be performed by AKS, free of defects in workmanship and material. If found defective during processing, Buyer shall promptly deliver suitable replacements at no charge to AKS. Buyer shall pay AKS for all work performed to the time when the defect was discovered.
11. Tooling. Special tooling supplied by Buyer or special tooling developed by AKS subject to Buyer’s ownership shall be maintained by AKS with reasonable care, normal wear and tear excepted, at Buyer’s sole risk of loss or damage. Buyer shall provide its own insurance against such loss or damage. In the event Buyer does not claim such special tooling within two years after completion of AKS’ last deliveries under this contract then AKS shall have the right, following 30 days written notice to Buyer, to dispose of such special tooling without liability to Buyer.
12. Warranty; Buyer’s Exclusive Remedy. AKS agrees to manufacture the goods to Buyer’s specifications. AKS makes no express warranty, except that the goods will conform to the Buyer’s specifications. This warranty expires ten (10) days after delivery
of the goods to Buyer. Buyer has furnished drawings and specifications for the goods and Buyer is not relying on AKS to select goods or engineering designs. THE FOREGOING EXPRESS WARRANTY IS THE ONLY WARRANTY MADE BY AKS WITH RESPECT TO THE GOODS AND ANY SERVICES PROVIDED BY AKS, AND IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE AND PURPOSE. Within ten days after delivery of the goods, Buyer shall notify AKS in writing of any claimed defect in or failure of the goods to conform to the specifications. Without the prior written consent of AKS Buyer shall not return the goods to AKS. If following such notice the parties agree that there exists such a defect or failure to conform due to the fault of AKS, then at the option of AKS: (1) the defective goods shall be returned AKS’s expense, to AKS; Buyer shall be responsible for properly packaging and safeguarding the goods against transit hazards as AKS may require. AKS will repair or replace the defective goods and return them to Buyer at AKS’s expense; or (2) the parties shall negotiate an agreed amount to be deducted from the purchase price of the goods. Buyer’s failure to notify AKS in writing of any such claimed defect or failure to conform within the above period shall constitute Buyer’s complete waiver of any such claim with respect to defects or nonconformance, and Buyer releases and covenants not to sue AKS with respect to such goods.
13. BUYER’S EXCLUSIVE REMEDY AND AKS’ ENTIRE LIABILITY FOR DIRECT DAMAGES TO BUYER OR OTHERS, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR RESULTING FROM USE OF THE GOODS SHALL NOT EXCEED THE TOTAL PRICE OF THE PRODUCTS.
IN NO EVENT SHALL AKS BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS CONTRACT OR RESULTING FROM USE OF THE GOODS.
14. Intellectual Property. AKS represents that there may be patents, trademarks, or copyrights owned by AKS that are relevant to, or embodied by, the goods and materials provided under this Agreement. AKS warrants that the Buyer is authorized to incorporate the goods and materials provided by this Agreement into an end product, and such incorporation will not infringe or contribute to the infringement of any patents, trademarks or copyrights, either in the United States or foreign countries. Buyer is not authorized to resell the goods and materials, and any such resale will be treated as an infringement, or a contribution to the infringement, of the AKS patents, trademarks, or copyrights. It shall be understood that under this Agreement, AKS retains all intellectual property rights to the AKS patents, trademarks, and copyrights.
15. Indemnity. Buyer agrees to indemnify and hold AKS harmless against any losses, claims and reasonable attorneys’ fees arising from infringement of patents or other intellectual property rights, or from the sale or use of the goods subject of this contract.
16. Export regulations:
Compliance with United States Laws: Buyer shall comply with all applicable United States statues and government rules, regulations and orders including those pertaining to United States export laws and regulations.
United States Export Laws and Restrictions: Buyer will not transfer or re-export purchased product in its original form or as incorporated into other products without obtaining required United States authorization and certifies that purchased product will not be used in or sold/transferred for use in nuclear, chemical/biological or missile technology products nor for use by a U.S. Sanctioned country or company.
Sale and Shipment to Foreign Destination-United States Export License (Seller Obligation): Seller will at Buyer’s request apply for and use its best efforts to obtain any required United States Government license to permit export from the United States of product being purchased by the Buyer. Nothing herein contained shall be construed as imposing an obligation to obtain required United States export licensing authority related to the product being purchased by the Buyer from the Seller.
17. Miscellaneous. This contract is the entire agreement of the parties with respect to subject matter and supersedes all prior representations or understandings relating thereto. It may not be modified orally except in a writing signed by both parties. This contract shall be governed construed in accordance with the laws of New Jersey, without regard to its conflicts of laws rules. The parties agree to submit all disputes arising between them to a state or federal court located in New Jersey, and the parties consent to the jurisdiction of the New Jersey courts. Except for payment of monies owed to AKS, no claim shall be brought against any party to this contract more than two years after the claim first accrues.
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We are in compliance with the requirements of COPPA (Children’s Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.
Terms and Conditions
Please also visit our Terms and Conditions section establishing the use, disclaimers, and limitations of liability governing the use of our website at www.akstamping.com/terms
AK Stamping Company, Inc.
Attn: Director of Marketing
1159 US Route 22
Mountainside, New Jersey 07092
legal (at) akstamping.com