Terms and Conditions
Exclusive Terms or Credit
These Terms and Conditions of Sale (the “Terms”) apply to all sales of any goods or products (the “Products”) by SPC to any Buyer and are the exclusive terms and conditions of sale. All offers by SPC to sell Products are expressly conditioned on the Buyer’s assent to and acceptance of these Terms. SPC’s acceptance of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different, or other terms or conditions contained in any purchase order or other document by or from Buyer or on Buyer’s website are hereby objected to and rejected by SPC. If not previously accepted, Buyer accepts the Terms by accepting delivery of the Products. In the event of any claimed conflict between these Terms and other alleged terms and conditions contained in any other document, these Terms shall control and take precedence over any other alleged terms and conditions, with any conflict to be resolved in favor of these Terms. All accounts more than ten (10) days past due are subject to credit hold. Visa, Mastercard, and American Express are taken on the day of shipment only. SPC may refuse to make shipment unless previous invoices have been honored and satisfactory credit has been established. SPC reserves the right to charge interest at the rate of 18.0% per annum (1.5% monthly) or at the highest rate available under applicable law to any account balance exceeding the terms set forth herein. It is understood and agreed that Purchaser will pay, to the extent permitted under law, all reasonable costs and expenses, including attorney’s fees and costs incurred by SPC in connection with any collection action for payment of the amounts due herein.
Entire Agreement
These Terms, together with the quantity, price, and delivery schedule for the Products, and Buyer’s credit application, if any, constitute the complete and final agreement and understanding between SPC and Buyer relating to the Products and supersede all prior oral or written communications, agreements, understandings, representations, statements, and assurances between the parties.
Limited Warranty
SPC warrants only that the Products shall be substantially in accordance with SPC’s published specifications for the Products, if any, or to the written specifications for the Products agreed to in writing by an authorized representative of SPC, if any. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SPC HEREBY EXPRESSLY DISCLAIMS ALL SUCH OTHER WARRANTIES.
Force Majeure
SPC will not be liable or held responsible for any delays or losses resulting, directly or indirectly, from Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials, or shipments of Products, war, riots, shortages, and any other circumstances or causes beyond our reasonable control.
Pricing
Consult SPC Representative for pricing information. Pricing is subject to change without notification.
Shipping Point
Exworks SPC headquarters, Twinsburg, OH, or one of our many branch locations. All rights reserved and title to Products transfers to the Buyer upon delivery to the carrier.
Freight Costs
Unless otherwise stated with the Order, the Purchaser will pre-pay for any freight costs associated with the delivery of the Product to its destination. Local delivery charges may apply. Any extra or additional charges or services rendered in transit or at the destination will be the responsibility of the Purchaser, including, without limitation, duties, subsidies, insurance, broker fees, and surcharge unless SPC agrees in writing to be responsible for and pay such charges. Title and risk of loss will pass to the Purchaser upon delivery to the common carrier.
Delivery
The acceptance of shipments by a common carrier shall constitute delivery to the Buyer, and SPC shall not be responsible for the Products damaged or lost in transit.
Orders to be Exported (Outside United States)
If an Order is intended for export outside of the United States, Purchaser will notify SPC of the export, and the Order is subject to SPC’s prior approval. Provided the Order is accepted, the Purchaser agrees that the Products will be shipped to the specified destination in compliance with the laws of such country. No re-export or diversion will occur. The Purchaser will be responsible for obtaining and paying for all licenses, permits, or similar governmental authorizations necessary for the exportation and importation of the Product. All costs associated with the exportation and importation of the Product, including the selection and use of freight forwarders, will be the sole responsibility of the Purchaser. At the time of Order, the Purchaser agrees to inform SPC of any certificates of origin requirements or other special documentation, packaging or product marking or labeling, but SPC shall not be responsible for providing any such documentation, packaging, marking, or labeling, unless expressly agreed by SPC.
Quantities
Order quantities may be increased or decreased to standard cartons.
Errors
Typographical and clerical errors are subject to correction.
Return Policy
If the Buyer claims Products are not as warranted, he or she must notify SPC within 30 days of delivery. All returns of standard cartons received within 30 days of shipment are subject to a restocking fee to be determined at the time of return. No Products shall be returned with written return authorization from an SPC representative.
Cancellation
Once the Buyer places an order with SPC, the Buyer is responsible for receiving and making payment for the Products ordered. However, if the Buyer desires to cancel an order before the Products are delivered, the Buyer must notify SPC immediately, and SPC will investigate the status of the Buyer’s order to determine whether any portion of the order can be canceled without cost to SPC or its suppliers. Buyer agrees to pay for the Products in process, work undertaken to fulfill the order, or other cancellation or restocking fees charged by SPC or its suppliers. If quoted or acknowledged as non-cancellable or non-returnable, no cancellation will be accepted.
Shortage Claims
No claims for shortage in weight or count will be allowed unless made in writing and presented within seven (7) working days of receipt of the material.
Important Notice
Occasionally SPC may provide technical information regarding our products. This information may take the form of product specifications and standards, manufacturer’s catalog information, or package information. It may be communicated verbally, by email, or in paper form. In no case is SPC responsible for the accuracy or completeness of this information or its relevance to any particular application. We suggest products based on our experience but cannot provide product application advice beyond providing you with the available technical documentation regarding the product. SPC makes no recommendation, warranty, or representation as to the suitability of the Products for the Buyer’s application, use, end-product, process, or combination with any other Product or substance, or as to any results Buyer might obtain in Buyer’s use(s) for the Goods. Before using any Product, the Buyer must evaluate it and determine if it is suitable for the intended application. The Buyer assumes all risks and liabilities associated with such use.
Exclusive Remedy and Limitation of Liability
The Buyer’s exclusive remedy and SPC’s sole liability hereunder shall be limited to a refund of the purchase price paid by the Buyer for that portion of the Products shown to be other than as warranted or, at Seller’s option, rework, repair, or replacement of that portion of the Products shown to be other than as warranted. SPC shall not be liable beyond the exclusive remedies set forth hereunder, including for Buyer’s manufacturing costs, labor, alternative purchases, cover goods, extra freight, replating, plating, lost profit, goodwill, recall costs, or other indirect, special, exemplary, punitive, incidental or consequential damages, whether arising out of breach of warranty, negligence, strict liability in tort, or other causes. To the extent permitted by law, SPC shall not be liable for, and the Buyer assumes all liability for, all personal injury and property damage connected with the handling, transportation, or further manufacture, fabrication, assembly, or processing of the Products.
Important Warning
Hydrogen Embrittlement: Certain electroplated parts are subject to Hydrogen Embrittlement, which can cause unexpected, delayed, catastrophic failure when assembled or when subjected to stress in application and usage. Depending on the application, such failure may result in property damage, personal injury, or even death. The risks associated with hydrogen embrittlement in fasteners are well documented. SPC can provide you with information to assist you in managing such risks if requested. In any case, the Buyer should test the fastener product in assembly conditions prior to full production for failure conditions inherent to the assembly or assembly environment and assumes all risks associated with the use of Hydrogen Embrittlement susceptible fasteners and processes.