Terms & Conditions of Sale

1. Priority of Seller's Terms: These terms and conditions are included as part of the quote/s or order/s being acknowledged on the front side of this document. The terms and conditions of this Acknowledgement supersede the terms of Buyer’s quote request or purchase order. Any additional or different terms on Buyer’s quote form or purchase order form are deemed material alterations to any contract between Seller and Buyer, and Seller hereby gives notice of its objection to them. Seller's acceptance of the purchase order is expressly conditioned on Buyer's agreement to all terms herein and Buyer shall be deemed to have accepted them if no timely objection in writing is received by Seller.

2. Price: All prices are F.O.B., the Seller’s plant of manufacture, unless otherwise stated. Prices also do not include any federal, state, or local taxes or other governmental charges upon or with respect to the sale, purchase, manufacture, delivery, storage, processing, use, or consumption of any of the goods or services provided hereby.

3. Cancellations or Changes: An accepted order is not subject to cancellation change or delay except on terms acceptable and satisfactory to Seller, including reasonable cancellation charges in the event of cancellation or an equitable price adjustment in the event of changes in an accepted order. Direction from Buyer to cancel may be treated as repudiation, making Buyer immediately liable for loss, expense and other damages sustained.

4. Failure to Deliver: Seller shall not be responsible for delays in delivery, or failure to deliver due to causes beyond its reasonable control, including without limitation, acts of God, acts of Buyer, fires, strikes, or other labor difficulties, or hostilities, embargoes, equipment breakdown, inability to obtain necessary labor, material or manufacturing facilities due to causes beyond its reasonable control or any similar cause beyond its reasonable control. In the event of such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay

5. Delivery Dates: Delivery dates are from receipt of order by Seller. Delivery dates are estimates and not guarantees, and Buyer understands and agrees to reasonable delays in delivery. Overtime and other direct costs incurred to hasten delivery of Buyer’s request shall be added to the stated prices and paid by Buyer. Shipment of goods ready for delivery can be deferred beyond date for delivery only with Seller’s consent and upon full payment of Seller's invoice for same plus storage costs. There shall be no penalties for late shipments unless arranged prior to production and confirmed by Seller in writing.

6. Risk of Loss: SELLER assumes no responsibility for delays, breakage, or damage after having made delivery to a common carrier, at which time, all risk of loss for any cause passes to Buyer. Unless otherwise specified, packing will be for domestic shipping and meet the requirements of United States common carriers.

7. Rejections and Claims: No rejections can be made and no claims can be made by Buyer for variances from Buyer’s specifications detectable upon inspection or for shortages in orders unless presented to Seller in writing within thirty (30) days after receipt of goods.

8. Payment: In the event of bankruptcy or insolvency of Buyer or in the event any proceeding is brought against Buyer, voluntary or involuntary, under the bankruptcy or any insolvency laws, Seller shall be entitled to cancel any order then outstanding, and shall receive reimbursement for its reasonable cancellation charges. Title to tools and fixtures shall remain in Seller’s possession until all terms of payment have been satisfied.

9. Default: In the event of any default by Buyer, Seller, without prejudice to any other remedy provided herein or by law, may treat such default as breach of the entire contract or may defer further deliveries until such default is cured, in which latter event, if Seller so elects, the dates of all subsequent deliveries shall be extended for a period equal to the length of time of such deferral. Default by Buyer within ten (10) business days after the date specified for any payment. If, despite any default by Buyer, Seller elects to continue to make deliveries, its actions shall not constitute a waiver of any default by Buyer.

10. LIMITED WARRANTY: Seller warrants only that the goods covered hereby shall be manufactured in accordance with any agreed upon specifications, and free from defects in material and workmanship under proper and normal use and service for a period of one year from the date of shipment. Samples of goods provided or displayed by Seller are not meant to be representative of goods sold, and goods sold may differ materially from such samples. Buyer shall notify Seller of any alleged defects within 48 hours of discovery of any alleged defect and within one such year period. Seller is not liable for any warranty claim if such notice is not provided. Seller may, at its option, and subject to its right to inspect alleged defective goods and its acceptance of any warranty claim, agree to permit Buyer to perform repair work on site or elsewhere provided Seller agrees in advance in writing to the cost of repair. Repairs, replacements or other remedies without prior inspection by Seller or not authorized in writing by Seller void this warranty. This limited warranty is void if the goods sold are not installed in accordance with recommended practices or are not installed by a licensed contractor qualified to install the goods or the goods are not used in accordance with instructions contained in any operation manual or specifications or if the goods are used in conditions other than those for which the goods were designed. Goods may not be returned without Seller’s prior written authorization. THIS WARRANTY IS IN LIEU OF ALL OTHER STATUTORY, EXPRESS OR IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED.

11. LIMITATION OR LIABILITY: SELLER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING: (1) DAMAGES ARISING FROM THE DESIGN, MANUFACTURE, FABRICATION, SALE, USE, INSTALLATION OR PROVISION OF THE GOODS; (2) DAMAGES ARISING FROM GOODS THAT HAVE BEEN INCORPORATED INTO ANOTHER PRODUCT; (3) DAMAGES ARISING FROM ANY BREACH OF THE AGREEMENT; OR (4) DAMAGES ARISING FROM ANY OTHER CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF ANY ADVICE OR REPRESENTATIONS THAT MAY HAVE BEEN RENDERED BY SELLER CONCERNING THE DESIGN, MANUFACTURE, FABRICATION, SALE, USE, INSTALLATION OR PROVISION OF THE GOODS. SELLER’S OBLIGATION UNDER THE ABOVE LIMITED WARRANTY IS STRICTLY AND EXCLUSIVELY LIMITED TO THE REPAIR OR REPLACEMENT FREE OF CHARGE OF SUCH GOODS AS ARE FOUND TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AS PROVIDED AND LIMITED ABOVE. SELLER RESERVES THE RIGHT TO SATISFY ITS WARRANTY OBLIGATION IN FULL, WITH RESPECT TO DEFECTIVE GOODS, BY THE PAYMENT TO THE BUYER OF ALL SUMS PAID BY THE BUYER TO SELLER FOR SUCH GOODS.

12. Return of Goods: Goods may not be returned to Seller for repair or replacement or credit, or otherwise, without Seller's prior written authorization and Seller will not accept any responsibility for goods returned without such authorization. A Return of Materials Authorization (RMA) is required for all returns. Prior to returning any items, contact Customer Service for RMA details at 800-356-9432 or customerservice@freedomplastics.com. All returned items must be labeled with an RMA number. Items must be in “saleable condition” as determined by Seller upon return and inspection of product to qualify for credit authorization. Returned items maybe assessed up to a 25% restocking fee. Items marked “NR” in catalog, or that are custom fabricated are non-returnable. Items older than six months from shipment are non-returnable. All transportation costs incident to the shipment of any material to or from Seller under this or the foregoing paragraph shall be charged to the Buyer, unless the subject goods are determined to have been defective.

13. Collection Costs: In the event it is necessary to place any contract based on this proposal in the hands of an attorney for collection, Buyer shall pay Seller’s reasonable costs of collection of money due and unpaid, including reasonable attorneys’ fees.

14. Design Modifications: Buyer will allow extra charges for authorized or requested changes to Buyer’s design or specifications. Seller reserves the right to modify Buyer’s design or specifications so long as those modifications do not alter form, fit, or function. Seller is not responsible for dimensional or other errors on Buyer’s drawings, and Buyer shall reimburse Seller for additional costs resulting from such errors.

15. Intellectual Property Rights: Seller shall retain all rights in all intellectual property, including any rights under any patents as well as any unpatented information, such as trade secrets, confidential information, trademarks, trade dress, or copyrights possessed by Seller which may protected by state, federal and/or common law, and nothing in this Quotation shall be deemed or construed to be a transfer or license of any of Seller’s intellectual property. Buyer shall obtain rights to such intellectual property only to the extent that Seller may grant such rights (whether by license or otherwise) in writing.

16. Intellectual Property Indemnity: Buyer agrees to defend, and protect, and save harmless Seller against all suits from all damages, claims and demands for actual or alleged infringement of any patent copyright or trademark by reason of Seller’s execution of the designs, prints, drawings, requirements, or specifications of Buyer.

17. Buyer's Property: Seller shall have the right to scrap, without liability, prints submitted for quotation, as well as models, patterns, tools, fixtures, or other property belonging to Buyer unless written directions for shipment of such property are given to Seller within ten (10) days of notification by Seller. Modifications made to the tooling in order to manufacture an acceptable part will be at the discretion of Seller.

18. Choice of Forum: The rights and obligations of Buyer and Seller shall be governed by the laws of the State of Wisconsin without giving affect to principles of conflicts of law. Any lawsuit between Buyer and Seller shall be filed exclusively in a court either located in or having jurisdiction over Milwaukee County, Wisconsin.