Terms

General Policy: We want to do business with you. We will make every effort to be flexible and accommodate your needs consistent with good business judgment.

Price and Delivery are as of the date of quotation in U.S. dollars. Lead times, material prices and manufacturing costs are generally stable and maintained; but are subject to adjustment at the time an order is actually placed. Freight is FOB Middletown NY. Blanket orders are subject to adjustment for material price in effect at time of shipment should material costs increase by more than 10% from time of quotation.

Payment Terms: 1% 10 net 30 subject to credit approval (fax 3 trade and one bank reference to 845-344-2175 to apply for credit). Visa, Master Card, and Amex are accepted. We do not ship to accounts with prior invoices, over 60 days.

Credit Card Orders: The total charge is at the bottom right of the packing slip. Invoices are not mailed unless requested.

Undisclosed terms, conditions, specification, ordering data and other requirements: Orders placed with previously undisclosed terms, conditions, specification, ordering data or other requirements are subject to price and delivery adjustment and/or cancellation at our discretion regardless of the .

Finish and Identification marking: Standard finishes as described in our catalog and on our web site are included. Plating, painting, other finishes plus marking and tagging requirements are not included (even though specified) unless specifically stated in the quotation. The consequences of hydrogen embrittlement due to plating and “nadcap” passivation rejections are beyond our control and outside the scope of this quotation. If they occur, they are not reason to withhold payment. Any replacement or rework is quoted separately.

Warrantee, Liability and Design Assistance/Suggestions: It is your responsibility to assure fit and function, to perform life cycle tests and tolerance analysis, and to design your application to be safe, even if a spring should fail. Our liability is strictly limited to repair or replacement at our option. We do not under any circumstances accept liability for consequential damages or legal fees or other damages. Any assistance or calculations provided reflect only our partial understanding of your application and are only an approximation of how the spring might perform. They are suggestions only and in no way constitute a guarantee that springs made to that design will function as expected. Indeed, a percentage of springs may fail or function differently due to acceptable manufacturing and material variability, material imperfections, analytical errors, or misunderstandings by or among various parties as to the design and it’s consequences. Terms such as “Fatigue”, “yield”, ‘indefinite”, etc. are descriptive only and do not guarantee that any spring will have some specific life. Our liability is strictly limited to repair or replacement at our option. In no event shall our liability exceed the purchase price of the product. This limitation of liability applies even if your terms specify liability or indemnification, consequential damages, legal fees or other damages, and regardless of any other legal premise.

Other terms and tolerances and specifications: (shipping, warranty, liability, returns etc.) are as stated in our catalog and on our web site at www.msdspring.com. References on prints, rfq’s, orders and other documents to general provisions (such as SQAP’s, other specifications, or general PO terms) that are not provided with the quotation are not included in the price. Other terms, policies, and requirements introduced subsequent to the quotation are subject to price and delivery adjustment and may be cause for declining an order. Specification(s), terms, or general provisions incorporated in an order or in purchase order terms or by reference in other specifications may not be complied with unless they were provided with the request for quotation along with any necessary ordering data, plus specifically identified and priced in the quote.

Changes: Changes must be in writing. Changes are subject to price and delivery adjustment. Rejections for criteria not specified in the order are changes. Applying specifications not quoted are changes. Requests for certifications, inspections or information not specified in the quotation are changes. Tolerance changes and dimensional changes (even if within tolerance) are changes. We endeavor to inform customers on best effort basis of scheduled processing that might preclude proposed changes; but do not hold processing without stop work orders.

Clarifications to Customer’s terms. If your orders incorporate standard terms or specifications or procedures either directly or by reference, or if you have previously provided standard terms or specifications and expect them to apply, then our standard clarifications to customer’s terms (below) apply.

Referenced specifications: Any specification, ordering data or other information that was not provided with the quotation, is not included. Any referenced specification that in our opinion is not relevant is similarly not included. We reserve the right to unilaterally adjust price and delivery if such specification is required at a later date.

Clarifications to Customer’s standard terms

“Defects and workmanship”: We use only new certified material from reputable sources. Still, there are no known processes, tests or specification requirements that preclude all potentially significant defects in the materials used. In addition, specific springs may fail in service due to a variety of circumstances most of which are beyond our control. Our liability is strictly limited as below.

“Suitable for your intended purpose” (or equivalent clauses): We do not fully understand your application, and are unable to certify or warrantee suitability for your application. Catalog springs are warranted to meet catalog specifications. Custom springs are warranted to meet your specifications. Any design assistance or suggestions provided is on a best effort basis (see Warrantee, liability and design assistance in our terms above). Our liability is strictly limited as identified below and in our terms. Design and testing to assure safety and function and reliability are entirely the buyer’s obligation.

“Liability”: Our liability is strictly limited to repair or replacement at our option. We do not agree to any terms that could result in our liability exceeding the purchase price of the product. We do not accept liability for nor provide indemnification for consequential damages, legal fees or other damages regardless of any legal premise for such claim.

“Time is of the essence” (or equivalent clause): Quoted lead times will apply from the date all issues are resolved, not from the purchase order date. Any manufacturing holds, changes or stop work orders must be in writing.

“Cancellation”: Cancellations at your discretion/convenience are subject to cancellation charges.

“ Inspections and acceptance”: Rejections except for hidden defects will not be considered after 60 days.

“Access to facilities”: Support will be provided without charge in proportion to the value of the underlying order(s). Subcontractor cooperation will be secured on a best effort basis should the situation arise. We reserve the right to charge for additional support plus consequential and unintended costs. We reserve the right to qualify visiting personnel with regards to safety and administrative practices that they may encounter in the scope of their work.

“Best price guarantee” or similar terms: Our prices are highly dependent on the quantities ordered and annual volumes. Prices depend on the cost of material and labor and do vary over time. Any guarantee applies to equivalent circumstances only. Charges emanating from differences in terms are not equivalent circumstances.

“Quantity: Catalog springs in small quantities (typically < 100) are shipped in exact quantities. All others are subject to a +/- 10% variation.

“Special processes”: Standard coil springs manufacturing techniques are not “special”. We reserve the right to designate other operations as proprietary.

“Terms not provided with the request for quotation”: Our quotation was based on our standard terms and practices. We do not agree to terms imposed with the order that were not previously provided and negotiated. The order is subject to price and delivery adjustment or contract termination and cancellation charges regardless of the time at which any changes, discrepancies, or new terms are discerned and regardless of any intervening actions taken or purchase order provisions to the contrary,

“Quoted exceptions or terms ignored”: Quoted exceptions and terms shall survive if omitted from the PO without negotiation. Quoted terms take precedence over non-negotiated provisions that conflict with or preclude them.

“Action constitutes acceptance” (or similar clauses): We do not agree to these terms.

“Unilateral changes” (or similar statements): We do not agree to such terms.

“Absence of agreement” In the absence of a negotiated agreement there is no contract. Goods are offered and will be produced in accordance with quoted terms and exceptions. Expediting of product, acceptance of goods, use of goods, or payment for goods subsequent to receipt of these clarifications constitutes acceptance of quoted terms and exceptions. Cancellation of the purchase order within 24 hours will avoid cancellation charges.

Price list for Administrative requirements

(Administrative, Certifications, finishes plus Inspection and Identification charges are in addition to quoted Product costs)

· Maintain raw material traceability: No charge

· Certification of Compliance (standard): located at the bottom of every packing slip. No charge

· ROHS certification located at the bottom of every packing slip. No charge

· Country of origin certification located at the bottom of every packing slip. No charge

· Mercury free certification located at the bottom of every packing slip. No charge

· MSDS: downloads (.pdf format) as available from website. No charge

· Raw Material Chemical and physical properties report: $25.00/item

· DFARS compliance: $35.00 + costs incurred **

· Raw Material Domestic Manufacture certification: $35.00 + costs incurred **

· Separate customized letter of certification. $35.00 + costs incurred **

· Separate customized letter of certification requested after delivery Priced on a case basis **

· Standard FAI (first article inspection) on Loads $35.00/item

· Standard FAI (first article inspection) on Dimension $25.00/item

· Passivation Certification to QQP-35: (add 2 weeks to delivery) $100.00 minimum/item

· NADCAP passivation and plating: (delivery varies as required) $125.00 + costs incurred **

· Cad, Zinc and Nickel plate certification: $50.00/item

· Other plating certifications: Priced on a case basis **

· Mil Standard 105 Inspection: Priced on a case basis. **

· Mil-S-13572: Priced on a case basis **

· Mil Std 130: parts are quoted less this specification No quote

· MSDS (hard copy - spring steel and stainless steel only) $50.00

· MSDS (hard copy - plating and others) Priced on a case basis **

** Item must be identified at time of quotation including all relevant ordering data. If not, the quotation is not valid. If identified after order has been entered, cancellation charges may apply. If identified after order has been shipped, payment is due in full.