TERMS AND CONDITIONS
COVERING GENERAL, DISTRIBUTION AND E COMMERCE BUSINESS
ACCURIDE INTERNATIONAL INC. – GENERAL TERMS AND CONDITIONS OF SALES
Accuride International Inc., a California corporation, dba Accuride (hereinafter referred to as “Seller”), hereby gives notice of its objection to any different or additional terms on the Buyer’s purchase order or any attachment thereto which the Buyer may issue, or any prior general agreement, which add to, vary from, or conflict with the terms herein, including, but not limited to, the Seller’s liability to Buyer for consequential damages. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties and may hereafter be modified only by written instrument duly signed by an authorized representative of Buyer and an officer of the Seller.
In certain circumstances, Accuride and its customer(s) enter into unique contracts that have terms that may or may not be different from these General Terms and Conditions. In such contracts, the contract terms that conflict with the General Terms and Conditions will be controlling.
ACCEPTANCE. Unless and until a formal unconditional written acceptance, in the form of a printed acknowledgement of order, is sent by Seller or Buyer, no order shall become effective as a binding contract upon Seller. Seller’s acknowledgement of Buyer’s order which is conditioned on Buyer’s acceptance of Seller’s General Terms and Conditions shall be deemed to have been accepted by Buyer unless Buyer shall have given Seller written notice of rejection within ten (10) days after its delivery to Buyer or the day before the delivery date specified in Buyer’s order, whichever shall first occur.
PRICES: VALIDITY. All prices are subject to change without notice. All prices quoted are valid only if Buyer’s requested delivery date (including any change orders) is within six (6) months of the date on which the order is placed.
QUANTITY PRICING. In the event any part of an order is cancelled, the unit price may be adjusted to the price applicable to the un-cancelled quantity.
TAXES. Unless otherwise specified, the prices quoted do not include any taxes. Unless prohibited by statute, Buyer agrees to pay to Seller the amount of any federal, state, municipal or other tax which Seller may be required to pay on account of the ownership at the place of installation, or the manufacture, transportation, sale or use of, the material and equipment which is the subject of the contract.
TERMS OF PAYMENT. Each Invoice is due within 30 days after the invoice date. Seller, at its option, may offer Buyer a cash discount, in which case the discount amount and discount terms shall be stated on the face of the invoice. Should Seller offer a cash discount, the discount may not be taken on shipping charges or sales tax and the discount period shall commence with the date of the invoice. All sales are subject to approval by Seller of amount and terms of credit. Seller reserves the right to require payment in advance or upon delivery and/or otherwise modify credit terms. When partial shipments are made, payments therefor shall become due in accordance with the designated terms upon submission of Invoices therefore. Any invoice unpaid by Buyer within thirty (3) calendar days after due date shall be subject to a late fee of one and one-half percent (1.5%) monthly (18% per annum). Seller’s failure to demand payment of late fees shall not constitute a waiver of Seller to do so later. Furthermore, such demand, if made, shall not alter the obligation of Seller with regard to said order. Should Buyer become delinquent in the payment of any sum due hereunder, Seller shall not be further obligated to continue performance. Buyer shall pay all reasonable costs and expenses, including attorney and collection fees, incurred by Seller in connection with any amounts due for goods ordered.
DELIVERY. Scheduled shipping dates are approximate. If conditions arise that prevent compliance with the scheduled delivery, Seller shall not be liable for any damage or penalty for delay in delivery , or for failure to give notice of delay. Without limiting the generality of the foregoing, Seller shall not be liable for delay by reason or inability, due to causes beyond its reasonable control, to obtain the necessary labor, materials or manufacturing facilities, or for delays due to elements, acts of God, acts of the Buyer, acts of civil or military authorities, fines, floods, epidemics, quarantine restrictions, war, riot, strikes, accidents to machinery, delays in transportation, or any other causes beyond the control of Seller, whether or not similar to the foregoing. In any such event, the scheduled delivery dates shall be deemed extended for a period equal to such delay.
TITLE AND RISK OF LOSS. All prices are FOB Seller’s plant, unless otherwise specified on the face of this document. Title to, and risk of, loss of each product or part to be delivered by Seller to Buyer shall pass from Seller to Buyer upon delivery thereof by Seller to the carrier or delivery service, regardless of which party pays the freight.
FREIGHT. All shipments are forwarded freight collect unless a Buyer’s request for “prepay and add” (Seller ships freight prepaid and invoices Buyer for freight charge) is approved and so acknowledged by Seller upon receipt of order or Seller agrees in writing to ship freight prepaid. On “customer pick ups”, billing will be made on the originally scheduled shipping date. On all freight prepaid and “prepay and add” shipments and in the absence of specific instructions on collect shipments, Seller will select the carrier.
SUBSTITUTIONS AND MODIFICATIONS; EXTRAS. Seller reserves the right to modify the specifications of products designed by Seller providing that modifications will not materially affect the performance thereof. Seller reserves the right to ship and invoice the amount ordered plus or minus five percent (5%).
SHORTAGES. Any shortages in shipments received by Buyer must be reported to Seller in writing within ten (10) calendar days of receipt of material.
CHANGES. Any changes in quantities or delivery dates must be submitted to Seller at least six (6) weeks prior to the scheduled shipping date indicated on the order acknowledgement issued by Seller. Change orders must be confirmed by the Buyer in writing and acknowledged by Seller in writing. If work has progressed, charges will be assessed.
TERMINATION; CANCELLATION. Any order cancellation by Buyer must be acknowledged by Seller in writing. In the event of any termination other than a cancellation for default of Seller. Seller shall be entitled to reasonable termination charges consisting of a percentage of the order price reflecting the percentage of the work performed prior to termination plus actual direct cost resulting from termination.
INSOLVENCY. In the event of any proceeding, voluntary or involuntary, with respect to bankruptcy or insolvency of Buyer, or in the event of the appointment, with or without Buyer’s consent, of a receiver or an assignee for the benefit of Buyer’s creditors, and/or stockholders, Seller may elect to cancel any unfilled part of this contract.
WARRANTY. Seller warrants that the products or services to be delivered or performed under this order will comply with the descriptions set forth or incorporated by reference herein, will be free of defects in workmanship or material, and will conform to the specifications furnished by the Buyer and approved by Seller. Unless otherwise stated, Seller agrees to repair or furnish a replacement for, but not install, any part or material which shall upon examination by Seller prove to be defective in materials and/or workmanship. Any defective products must be received by Seller for adjustment not later than ninety days (90) following the date on which such products are first shipped by Seller. No material will be accepted for repair or replacement without the written authorization of Seller. This warranty does not extend to any product manufactured by Seller which has been subjected to misuse, neglect, accident, improper installation or usage in violation of instructions furnished by Seller. Final determination as to whether a product is actually defective rests with Seller. This warranty does not extend to, or apply to, any unit which has been repaired or altered outside of Seller’s factory by persons not expressly approved by Seller. Except as specifically provided herein, there are no other warranties and conditions, express, implied or statutory, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Seller shall not be liable for any special or consequential damages, or for loss, damage or expense directly or indirectly arising from the use of the products or any inability to use them either separately or in combination with other equipment or from any other cause.
CLAIMS. All claims for breach of warranty must be made within ten (10) days after any defect or non-conformity is or can be, with reasonable care, detected and in no event more than ten (10) days after the warranty has expired. If packaging seems damaged or packaging appears intact but the product or part received is damaged, a proper claim with the carrier must be filled by the Buyer. Seller is not liable for delivery or damage to merchandise while in transit irrespective of whether the method of transportation is determined by the Seller.
REWORK CHARGES. Unless material supplied or work performed by Seller if found to be defective, a $100 minimum charge will apply to any rework of ordered product or part(s). If higher charges apply, Buyer will be notified before Seller proceeds with such work.
TOOLS, ENGINEERING AND QUALITY ASSURANCE AIDS. The tools, engineering and quality assurance aids designed, made for or otherwise obtained for the furnishing of any order are proprietary to Seller’s products and Seller’s manufacturing methods. Charges imposed upon the Buyer for devising such tools, engineering and quality assurance aids do not convey the rights to remove said tools, engineering and quality assurance aids from Seller’s premises. However, when Buyer pays such charges, the tools, engineering and quality assurance aids for which such charges are made become the property of the Buyer, and they will not be utilized in the manufacture of Seller’s products for any other customer. Any tools, engineering and quality assurance aids not utilized over a period of thirty-six (36) months may, at the discretion of Seller, be scrapped without notice to the Buyer.
CONFIDENTIALITY. Any proprietary data or information furnished by Seller pursuant to obtaining or fulfilling this order shall not be disclosed by Buyer to anyone outside of its organization except the United States government where required to do so, nor shall such data or information be duplicated or used in whole or in part within Buyer’s own organization for any purpose other than to evaluate Seller’s quotations and/or to assist in fulfilling this order.
INSURANCE. Buyer at Buyer’s sole expense, shall purchase and maintain insurance against all risk of loss, theft, destruction or damage from any cause whatsoever covering all tools, equipment and materials in possession of Seller but with title in Buyer.
PATENTS. Seller agrees to indemnify the Buyer and hold the Buyer harmless from all legal expenses which may be incurred as wells as all damages and costs which may finally be assessed against the Buyer, in any action for infringement of any United States letters of patent occasioned by the apparatus delivered to the Buyer in fulfillment of his order, provided the Buyer shall give the Seller prompt notice, in writing, of all actions or claims or threats of patent infringement suits, either oral or written, or of patent infringement suits instituted against it, and also give Seller an opportunity to elect to take over, settle, or defend the same through counsel of its own choice and under its sole discretion and at its sole expense, and Buyer will make known and available to the Buyer, and further provided that Seller shall have the right to substitute for said apparatus or any parts thereof claimed to infringe the patent rights of others, non-infringing apparatus or any part thereof so enjoined. Seller shall have the right, at its own expense, to elect to (1) procure for the Buyer the right to continue using said apparatus, or (2) replace said apparatus with non-infringing apparatus, or (3) modify the apparatus so that it becomes non-infringing, or (4) remove said apparatus and refund the purchase price. Nothing stated herein shall be deemed to include within the indemnity hereby given any infringement occasioned by modification of the said apparatus without Seller’s written permission. If contested product feature of features originate from design or specifications furnished by the Buyer, the Buyer will defend and hold harmless the Seller from any claims of infringement.
COMPLIANCE WITH LAWS. Seller, in the performance of this order, shall comply with any and all applicable executive orders, federal, state, municipal, and local laws and ordinances, and rules, orders, requirements, and regulations which may now or hereafter be applicable.
WORK ON BUYER’S PREMISES. When Seller shall send its employees onto Buyer’s premises during the performance of this order, Buyer agrees to indemnify and hold harmless Seller from and against any and all claims, demands, causes of action, suits, losses, liabilities, costs and expenses, including reasonable attorneys fees arising out of or related to any and all personal injury or property damage alleged to have resulted from work performed under this order, unless such injury or damage resulted from the sole negligence or willful misconduct of Seller.
RIGHT OF ACCESS. Buyer shall have no right to access Seller’s manufacturing plant or to examine and audit Seller’s books, documents, papers and records, relating to, or affecting this order, without prior written consent of the Seller.
GOVERNING LAW. This order shall be governed by, construed and enforced in accordance with the laws of the state of California. Buyer consents and agrees that Seller’s corporate headquarters location shall be the exclusive, proper venue for any legal proceeding in federal or state court relating to this order and waives any defense whether asserted by motion or pleading, that said county is an improper or inconvenient venue.
SEVERABILITY. The invalidity in whole or in part of any condition of these terms and conditions of sale shall not affect the validity of the remaining terms and conditions. The remedies herein reserved shall be cumulative and in addition to any other remedies at law or in equity. No waiver of a breach of any provision of the sales agreement between Buyer and Seller shall constitute a waiver of any other breach of that or any other provision.
Accuride Distributors (Cabinet Hardware and Industrial/Electronic) should refer to their Extranet page for “Additional Terms and Conditions of Distributor Sales”. These terms and conditions can be found on the Accuride Extranet (https://www.accuride.com/en-us/extranet) in your Price Book.
E COMMERCE TERMS AND CONDITIONS
These terms of sale pertain to online purchases made on Accuride.com only.
Accuride.com accepts Visa, MasterCard, American Express and Discover. We do not issue gift cards or website credits at this time.
Orders placed before 12pm Pacific Time are processed and shipped by end of business day. Orders placed after 12pm Pacific Time are processed by end of next business day.
Accuride operating hours for order processing and customer service will be Monday through Friday from 9am to 5pm Pacific Time (excluding the following federal holidays).
New Year’s Day
Day After Thanksgiving Day
Christmas Eve Day
Order Changes – In the event that you need to change an order, you must contact customer service prior to receiving shipment confirmation. Otherwise, you will need to return the product once it is received as explained below.
In the event that you need to cancel an order, you must contact customer service prior to receiving a shipment confirmation. Once the order has shipped, we will not refund shipping charges and you will be responsible for return shipping charges.
Online prices displayed on Accuride.com are subject to change at any time and without notice. Accuride reserves the right to offer a volume discount to customers based upon the quantity of products purchased in a single transaction.
Volume discount pricing is subject to product availability and quantity limits may apply. Accuride reserves the right to accept or reject any volume discount order; or charge the full price for the product based on availability.
We are required by state law to collect sales tax on any order shipped to a state where we have a physical presence.
STATE & LOCAL SALES TAXES
The terms contained herein are subject to change as the taxation of online transactions is continually evolving.
Orders shipped to CA, IN, NC, OH, PA, TX, will have all applicable local and state sales taxes added to your total order and to your shipping charges.
We do not collect sales or use taxes in all states. For states imposing sales or use tax, your purchase may be subject to use tax unless it is specifically exempt from taxation. Your purchase is not exempt merely because it is made over the internet or by other remote means. Many states require purchasers to file a sales/use tax return at the end of the year reporting all of the taxable purchases that were not taxed and to pay tax on those purchases. You may have a tax obligation in states where we do not collect sales tax. Details of how to report and remit these taxes may be found at the websites of your respective tax authorities.
In order to be exempt from sales tax in in the aforementioned states, you must submit a valid reseller certificate to customer service(email@example.com). Upon validating your certificate, we will notify you and flag your account for exemption on future purchases. At the beginning of each calendar year your account will automatically revert back to a non-exempt status in our system. Following the aforementioned certificate submission process, you must provide an updated reseller certificate in order to be exempt from sales tax on purchases.
We do not charge for tax on Canada purchases. The customer may be subject to GST/HST or other Canadian taxes, if applicable.
We will ship your order within one business day from when the order is placed.
Orders placed before 12pm Pacific Time are processed and shipped by end of business day. Orders placed after 12pm Pacific Time are processed by end of next business day.
For orders placed during the weekend/federal holidays, order processing will occur on the next business day by end of day. We offer a range of delivery options via FedEx. Customer will be responsible for shipping costs.
We currently ship to Canada and the US only.
Upon receipt of the shipment, please inspect the items to ensure everything is received as expected (quantity, length, model).
Damaged items, Wrong items, Malfunctioning items:
In the event there is an issue with your order, please fill out our contact form HERE immediately to begin the return authorization process. Failure to complete the return authorization within 30 days of receipt of your purchase will prevent us from granting a return authorization. Once your request is received, you may be asked to provide photos of the product/original packaging in question. Upon approval of your return, you will be provided return shipping labels. Once product is received in our facility, inspected and approved, we will process your refund.
Order placement error:
In the event you need to return an order or items due to a change in your needs, please fill out our contact form HERE immediately to begin the return authorization process. Failure to complete the return authorization within 30 days of receipt of your purchase will prevent us from granting a return authorization. You will be charged a restocking fee of 25% or a minimum of $10.00. Upon acknowledgement and acceptance of your restock fee, you will be provided return shipping labels. Once product is received in our facility, inspected and approved, we will process your refund and deduct the applicable fee.