PPG Terms and Conditions of Sale
THE TERMS AND CONDITIONS SPECIFIED BELOW SHALL CONTROL IN ANY CONTRACT RESULTING FROM OR ARISING OUT OF THE PURCHASE ORDER, REGARDLESS OF PRINTED TERMS, CONDITIONS OR PROVISIONS, FOUND IN SELLERS DOCUMENTS. THE APPLICABILITY OF THIS PARAGRAPH IS AN EXPRESS CONDITION TO ANY CONTRACT BEING FORMED BETWEEN SELLER AND PRECISION PRODUCTS GROUP, INC.
PPG Terms and Conditions of Sale 1. PAYMENT 1.1 Payment of the Product purchase price and any additional charges shall be made in full accordance of terms stated on the Seller’s invoice. All payments will be made in U.S. dollars. 1.2 If Buyer fails to fulfill any condition of its payment obligations, Seller may suspend or cancel delivery under any pending purchase order, and Buyer will pay Seller all costs incurred by Seller due to such suspension or cancellation (including storage costs). 2. TAXES 2.1 Seller shall be responsible for, and shall pay directly, any and all corporate and individual taxes that are produced by the sale of the Products (the “Seller Taxes”). If Buyer deducts or withholds Seller Taxes, Buyer shall furnish within one month to Seller accurate official receipts from the appropriate governmental authority for each deducted or withheld Seller Taxes. Buyer shall be responsible for, and shall pay directly when due and payable, any and all Buyer Taxes (defined below)., but shall not deduct Buyer Taxes from any amount due to Seller If Seller is required to pay Buyer Taxes, Buyer shall, promptly upon presentation of Seller's invoice for such Buyer Taxes, pay to Seller in U.S. dollars an amount equal to the U.S. dollar equivalent of such Buyer Taxes. 2.2 “Buyer Taxes” means all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), other than Seller Taxes, imposed by any governmental authority of any country on Seller or its employees or subcontractors due to the execution of any agreement or the performance of or payment for work hereunder. 3. SHIPMENT; DELIVERY; TITLE TRANSFER; STORAGE 3.1 Shipment will be made from Seller’s manufacturing location in the United Sates, or such other U.S. point of shipment as specified by Seller. The Product price does not include freight charges (are shipped FOB from Seller’s manufacturing location). 3.2 Title to the Product and risk of loss shall pass to the Buyer at the time of the delivery of the Product to a common carrier. Buyer will be responsible for arranging and paying for transportation from the U.S. point of shipment, to Buyer’s facilities or End-Users named facility. 3.3 If any part of the Product order cannot be shipped to Buyer when ready due to any cause not attributable to Seller, upon notice to Buyer, Seller may ship such Product to storage. If such Product is placed in storage, including storage at the facility where manufactured, the following conditions shall apply: (a) title and all risk of loss or damage shall thereupon pass to Buyer if it had not already passed; (b) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoices and certification as to cause for storage; (c) all expenses incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, removal charges and any taxes shall be payable by Buyer upon submission of Seller’s invoices; and (d) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of the Product to the originally agreed point of delivery. 4. WARRANTY 4.1 Seller fully warrants to Buyer that the Product shall be free from all material defects in material, workmanship, and title based on the design criteria supplied to Seller from Buyer. 4.2 The foregoing warranties are provided at no cost to Buyer and shall apply to Product for defects which appear within the period commencing on the date of shipment and ending twelve months thereafter. If any Product fails to meet the warranty set forth in 4.1 during the applicable warranty period in this 4.2, Seller shall correct any such failure by either (with such choice to be solely Seller’s) (a) repairing the defective Product, or (b) replacing the defective Product. Any such failure shall not be cause for extension of the duration of the warranty period. All costs (including costs of removal, return and reinstallation) associated with such repair or replacement shall be the sole responsibility of Seller. Seller shall not be responsible for removal or replacement of systems, structures or other ancillary devices attached to any Product. 4.3 The foregoing warranties are conditioned upon (i) proper storage, handling, transportation, installation, operation, use, repair, and maintenance, and conformance with the installation, operation and maintenance manuals provided by Seller and any reasonable recommendations of Seller, and (ii) the Buyer promptly notifying Seller of any defects and, if required, promptly making the Product available for correction. 4.4 The preceding paragraphs of this Article 4 set forth the exclusive remedies for all claims based on failure of or defect in the Product provided under these terms and conditions, whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. THE WARRANTIES SET FORTH IN THIS ARTICLE 4 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER’S WARRANTY OBLIGATIONS AND BUYER’S, ITS END-USER’S REMEDIES UNDER THIS ARTICLE 4 ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN.