1. Contract Terms
These Standard Terms and Conditions of Sale (hereafter referred to "Conditions of Sale") are incorporated by reference into any document relating to the purchase of products or services from Alabama Specialty Products, Inc. (hereafter referred to as "ALSPI") or from any of its divisions. These Conditions of Sale shall govern the rights and obligations between the Purchaser and ALSPI in a purchase transaction. To the extent there is a conflict between these Conditions of Sale and a separate valid signed master agreement between the Purchaser and ALSPI, the specific conflicting terms of the master agreement shall prevail. To the extent there is a conflict between these Conditions of Sale and a set of ALSPI terms and conditions specifically agreed upon and issued to the Purchaser as part of the proposal or quotation process, the specific conflicting terms of the proposal or quotation document shall prevail. Any other variation from these Conditions of Sale, no matter the sequence or timing in which they are received in a purchase transaction, are expressly rejected and of no effect unless there is a signed consent of the variation from these Conditions of Sale by an authorized ALSPI representative.
2. Definitions
"Division or Affiliate" means an entity under the direct control of either party or where the entity is otherwise under the control of the party by other means such as the exercise of its voting power.
"Agreement" means, collectively, these Standard Terms and Conditions of Sale, as amended, revised, and updated, ALSPI Quote/purchase agreement, master or blanket purchase agreement, product specifications, standards and policies referenced in and accompanying documentation that incorporates these Standard Terms and Conditions of Sale.
"Authorized Representative" means an officer of a party with authority to enter into this contract and bind the Purchaser to its terms.
"Confidentiality Agreement" means the ALSPI confidentiality and non-disclosure agreement that may be requested of a Purchaser to execute and deliver to ALSPI as part of the Agreement.
"Product" means the manufactured products and any services related or incidental to them, offered for sale by ALSPI. The term "Product" includes any related drawings, technical specifications, product reports, data, information, notes, designs, studies, instructions, analyses, prototypes, samples, concepts, computer programs, graphics, images, prints, photographs, or any other items created or delivered by ALSPI in connection with the purchase of a product or service.
"Intellectual Property" means domestic and international rights in any (i) trademarks, (ii) patents, (iii) copyrights, (iv) trade secrets and confidential information, (v) other intellectual proprietary property (of every kind and nature and however designated), whether arising by operation of law, contract, license, or otherwise, (vi) derivatives, improvements, and modifications of the preceding, and (vii) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the preceding now or hereafter in force or subsequently acquired or adopted.
"Order" means a purchase order, a blanket purchase agreement, a blanket purchase order, a job or work order, a statement of work, or another mechanism for ordering Products or Services from ALSPI.
"Seller" means ALSPI, including its divisions, affiliates, agents, representatives, and service providers.
"Specifications" means, as applicable, (i) the written specifications, requirements, guidelines, or standards for the Product or Services to be provided by ALSPI; (ii) a physical sample or prototype of the Product that ALSPI has provided to Seller.
3. ALSPI Quote
This Agreement represents ALSPI's offer to sell the Products and Services outlined in the Quote.
ALSPI's OFFER TO SELL THE PRODUCTS AND SERVICES CONTAINED IN THE QUOTE TO PURCHASER IS EXPRESSLY CONDITIONED ON THE PURCHASER'S ACCEPTANCE OF THE TERMS OF THE QUOTE AND AGREEMENT, INCLUDING WITHOUT LIMITATION THESE STANDARD TERMS AND CONDITIONS OF SALE.
ALSPI REJECTS ANY TERMS OR CONDITIONS INCLUDED BY A PURCHASER IN A PURCHASE AGREEMENT, PURCHASE ORDER, OR OTHER DOCUMENT PURPORTEDLY MADE TO BE A PART OF THE PURCHASE TRANSACTION BY REFERENCE TO A DOCUMENT NOT EXPLICITLY AGREED TO AND ACKNOWLEDGED BY SIGNATURE OF AN AUTHORIZED REPRESENTATIVE OF ALSPI.
4. Purchaser's Acceptance.
Purchaser is deemed to have accepted the terms of the Agreement: (i) even if Purchaser's acceptance purports to make acceptance conditional on acceptance of inconsistent, additional, or different terms to the Agreement; (ii) when acknowledged by Purchaser in writing; or (iii) if ALSPI makes any shipment or performance in response to or in anticipation of an Order.
5. Price
Unless otherwise stated in an applicable quotation or proposal, all prices are subject to change without notice. In the event of a net price change and unless otherwise agreed to in writing, prices for orders scheduled for immediate release shall be those in effect at the time of order entry. All clerical errors are subject to correction.
The prices and terms on the quotation are not subject to verbal changes or other agreements unless approved in writing by ALSPI.
Prices are based on costs and conditions existing on the date of quotation and are subject to change by ALSPI before final acceptance.
Quotations:
- All prices quoted are in U.S. Dollars unless otherwise specified in writing.
- Price quotes are valid for 30 days unless specified otherwise in writing.
- When a quotation specifies the Purchaser will supply the raw material needed in the manufacturing process contracted to be performed by ALSPI, the Purchaser will be instructed by ALSPI as to the quality and quantity of raw material to be provided. The amount required will be of such quantity as to ensure an efficient and complete manufacturing process, including an amount of raw material customarily lost due to spoilage in the process.
- Where Purchaser is charged for tooling or gauges in the manufacturing process, no ownership interest is created in favor of the Purchaser due to such charges unless otherwise agreed upon in writing by ALSPI.
- Prices quoted are based on costs and conditions existing on the date of quotation and are subject to change by ALSPI before final acceptance.
- Quoted items are subject to prior sale.
- Quoted items are subject to material availability and metal price instability. The Purchaser will be notified by ALSPI if, due to market conditions, there is a change in the quoted price upon receipt of the Order.
- Delivery dates and quoted lead times are estimates and do not represent fixed or guaranteed dates.
Minimum Order:
- $150.00 for domestic orders.
- $300.00 for international orders.
Payment Options:
ALSPI offers the following payment options:
- Cash, Check, or Money Order
- Visa, Master Card, or American Express1
- Net 30 terms1, 2, 3, 4
- ACH
- Wire Transfer5
1 Credit cards are not accepted for termed payments.
Effective from May 1st, 2024, a surcharge of 3.00% will be applied to all purchases made using a credit card. No surcharge will be assessed to debit cards. This surcharge is not greater than our cost of acceptance.
2 Termed payments accepted for domestic orders only.
3 Payment date for termed orders is calculated from date of shipment.
4 Net terms offered with approved credit, and subject to credit limit. Our credit application can be downloaded at http://www.alspi.com/creditapp.pdf.
5 There is a $50.00 fee for wire transfers.
ALSPI will not be held responsible for any shipping costs, taxes, duties, tariffs, surcharges, or other fees related to the shipping and receiving of products.
Purchaser agrees to accept either overage or shortage not over ten percent to be charged for prorating. Purchaser assumes liability for patent and copyright infringement when goods are made to Purchaser's specifications.
6. Taxes
Unless otherwise set out in ALSPI's proposal or quotation, prices do not include taxes, duties, or any other governmental levies, all of which are payable by Purchaser. Except as may be otherwise provided in the relevant Purchase Order, the price excludes all present or future sales taxes, revenue or excise taxes, value-added taxes, import and export duties, and any other taxes, surcharges or duties now existing or hereafter imposed by governmental authorities upon the product or services quoted by ALSPI. The Purchaser shall be responsible for all such taxes, duties, and charges resulting from these Conditions of Sale or any associated purchase. Where ALSPI is required to impose taxes on Orders, ALSPI will invoice the Purchaser for such taxes and/or fees according to applicable law, statutes, or regulations unless the Purchaser furnishes ALSPI at the time of order with a properly completed exemption certificate(s) acceptable to the authorities imposing the tax or fees. Any changes in foreign exchange rates, sales taxes, customs tariffs, or other taxes shall be chargeable to the Purchaser.
7. Invoices
ALSPI will issue an invoice to the Purchaser upon delivery and acceptance of the product purchased for payment on terms of net 30 days.
8. Payment Terms
Unless the Purchaser is a customer outside the United States and is a "prepay customer" or otherwise outlined in the applicable Quote or Order, terms are net 30 days from the invoice date. Late payments will be subject to interest charges at the rate of two percent (2%) per month. Invoices for pro-rata payments become due on the date of shipment. If at Purchaser's request, shipments are delayed beyond the scheduled date, payments for the Products completed to date will be invoiced to the Purchaser as a percentage of the total Purchase Order price from the date ALSPI was initially prepared to ship.
Products held for the Purchaser shall be at the risk and expense of the Purchaser and subject to reasonable fees for storage.
All parts are manufactured and assembled at Alabama Specialty Products, Inc., Munford, AL, U.S.A. Purchaser agrees to pay a warehousing fee equal to one percent (1%) per week of the order total, to a maximum of ten percent (10%) of the order total, for orders held in our warehouse beyond the scheduled delivery date or the completion date of the order, whichever is later, whether it is held at the Purchaser's request or due to the Purchaser's failure to accept delivery. ALSPI may also take the following action where a Purchaser has failed to take delivery as agreed.
- If the Purchaser fails to take delivery of the product, and the failure is not due to an ALSPI error, the Purchaser will be assessed a restocking fee of 35% of the invoice price if the product restocked is a standard product item that is a part of the normal inventory maintained by ALSPI for sale to its customers. If the product returned is a custom or specialty item, the Purchaser will be assessed up to 100% of the invoice price for a restocking fee. Or,
- If the Product shipping is delayed more than 30 days after the initially scheduled delivery date, and the delay is not caused solely by ALSPI, ALSPI reserves the right to ship all Products to the Purchaser as outlined in the Agreement. Purchaser shall accept responsibility for the Products upon shipment to include payment of any amounts then owing. Failure to pay any applicable payment on its due date will automatically accelerate all prorated installment amounts to become immediately payable in full. ALSPI may also pursue all other lawful remedies such as the filing of liens, charges, security interests, or similar encumbrances. By accepting these Standard Terms and Conditions of Sale, the Purchaser consents to such filings and registrations.
9. Delivery and Schedule
Proposed scheduled dates for delivery of Products set out in a Purchase Order are subject to confirmation by ALSPI. Until such confirmation, dates for delivery may change solely based on ALSPI's circumstances. All confirmed dates are based on the prompt receipt by ALSPI of all required information from the Purchaser enabling the achievement of such dates.
COVID-19 DISCLAIMER: The Purchaser acknowledges that the products or part thereof are produced in, or otherwise sourced from, or will be installed in areas already affected by, or that may be involved in the future by, the prevailing COVID-19 epidemics/pandemic and that the situation may trigger stoppage, hindrance or delays in ALSPI's (or its subcontractors or suppliers) capacity to produce and deliver the products, irrespective of whether such stoppage, hindrance or delays are due to measures imposed by authorities or deliberately implemented by ALSPI (or its subcontractors or suppliers) as preventive or curative measures to avoid harmful contamination exposure of ALSPI's (or its subcontractors or suppliers) employees. The Purchaser, therefore, recognizes that such circumstances shall be considered as a cause for excusable delay, not exposing ALSPI to contractual sanctions including without limitation, delay penalties, liquidated or other damages, or termination for default.
10. Shortage
Claims for shortages or errors must be submitted to ALSPI within ten (10) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Purchaser. Purchaser agrees to accept either overage or shortage not over ten percent to be charged for prorating.
11. Risk of Loss/Freight Damage
Unless otherwise explicitly agreed by the Parties, the Products are delivered Ex Works (Incoterms 2010), and the risk of loss or damage shall pass to the Purchaser upon collection of the Products by the first carrier at ALSPI's premises or warehouses. Delivery of Products to the Purchaser is considered made upon ALSPI obtaining a signed receipt from the carrier showing receipt of the products in good order. Title passes to the Purchaser on receipt of full payment.
- If a Product is received from ALSPI that has been damaged in shipping, keep all packaging material, and contact the carrier. It is the customers' responsibility to make claims for loss or damage in transit.
12. Cancellations and Return of Products
Any Order cancellation in full or in part may be subject to a cancellation fee. Partial cancellations or returns may be subject to a price adjustment if the original price was based on a quantity discount or price break.
ALSPI will not consider return requests after thirty (30) days from the date of shipment.
Return requests for stocked products will be considered on a case-by-case basis and are subject to prior approval. Non-stocked, special orders and custom items are non-cancelable and non-returnable.
No products may be returned without first obtaining ALSPI's written permission and a Return Merchandise Authorization (R.M.A.) number. Returned product must be in new condition and should be in the original packaging. Corrosion test specimens (E.R. probes, weight loss coupons, LPR electrodes, etc.) must be unopened, with the factory seal or closure intact.
Returned Products must be securely packed to reach ALSPI without damage and labeled with the Return Merchandise Authorization (R.M.A.) number. Returns are subject to inspection and approval before credit is processed and issued.
Returns must originate from the original Purchaser's account number. Returns will be credited at the original price paid as indicated on the invoice or purchase order associated with the products being returned by the Purchaser.
The returned products not involving an ALSPI error will be assessed a restocking fee of 25% of the invoice price. Standard product items returned that are a part of the regular inventory maintained by ALSPI for sale to its customers are subject to a restocking fee of 35%. If the product returned is a custom or specialty item, the Purchaser will be assessed up to 100% of the invoice price for a restocking fee.
13. Shipping
ALSPI will not be held responsible for any shipping costs, taxes, duties, tariffs, surcharges, or other fees related to the shipping and receiving of products.
- Domestic orders are F.O.B. Munford, AL.
- International orders are Ex-Work Munford, Al, U.S.A.
- Country of Origin: United States of America
- All orders are subject to a nominal packaging and handling fee.
- International orders are subject to a $100.00 documentation fee.
- If the Purchaser does not specify a shipping method, ALSPI will use the shipping method of its choice.
- International orders are shipped Freight Collect against the Purchaser's shipping account number.
- Domestic orders can be shipped Freight Collect or Prepay and Add.
14. Termination
ALSPI reserves the right to terminate the Agreement or any Purchase Order by providing Purchaser with fifteen (15) days written notice. ALSPI may terminate the Agreement or any Order at any time if any of the following occurs: (i) Purchaser materially breaches this Agreement by failing to comply with any requirements or obligations under the Agreement; (ii) Purchaser makes any assignment for the benefit of Purchaser's creditors, (iii) material delays caused by the Purchaser; or (iii) a receiver or trustee is appointed for Purchaser.
A Purchase Order may be terminated by the Purchaser upon 30 days' notice to ALSPI and the payment of termination charges, reimbursement of all costs and expenses associated with the Order caused by such termination, including a reasonable profit. Special or custom ordered Products are not cancelable after final acceptance or approval of drawings for the commencement of manufacturing.
15. Obligations upon Termination
In the event of any termination of this Agreement or termination of any Order, then the following will apply:
15.1. ALSPI will cease performance, and Purchaser will cooperate to effect an orderly, efficient, effective, and expeditious winding-down of the parties' respective activities.
15.2. Purchaser will return to ALSPI all tools, data, information, items, and other materials provided by or on behalf of ALSPI.
15.3. ALSPI and Purchaser will make a fair and equitable modification of their rights and obligations under this Agreement to include compensation for expenses ALSPI incurred due to the termination and for loss of profits.
16. Representations and Warranties
ALSPI's sole obligation for products that prove defective in material or workmanship will be for replacement, repair, or refund of the purchase price. Alabama Specialty Products gives no warranty, either expressed or implied and expressly disclaims all other warranties, including warranties for merchantability and fitness. This warranty does not apply to products that have been subjected to misuse or alteration, nor does it apply to items that are consumable in nature.
17. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY PROVISION OF THESE CONDITIONS OF SALE OR ANY OTHER CONTRACT DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, AFFILIATES, OR EMPLOYEES BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF REVENUE, PROFITS OR LOSS OF DATA DAMAGES WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT, IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THESE CONDITIONS OF SALE OR ANY OTHER CONTRACT DOCUMENT TO THE CONTRARY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF ALSPI FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE PURCHASER TO ALSPI FOR THE WORK GIVING RISE TO A CLAIM.
18. Indemnification
Purchaser shall indemnify, defend, and hold harmless ALSPI and its directors, officers, managers, employees, representatives, agents, successors, and assigns from any third party actions, demands, allegations, claims, liability, investigations, suits, loss, or expense, including, without limitation, reasonable attorneys' fees and cost of litigation ("Claims"), arising out of or related to (i) the actual or alleged infringement, violation, or misappropriation of a third party's Intellectual Property rights by Purchaser or the Products or Services (excluding claims of infringement arising from ALSPI's Intellectual Property); (ii) Purchaser's breach of the Agreement; (iii) any claims of personal injury, death, or property damage caused by the Products or arising out of the Purchaser's performance (or non-performance) of the Services; (iv) Purchaser's negligence or willful misconduct; or (v) any disputes between Purchaser and any supplier, vendor, or service provider of Purchaser. The obligation to pay attorneys' fees in this indemnity provision includes all attorneys' fees incurred in defending any claim or establishing the right to indemnity under this Agreement. All indemnification obligations survive the termination of this Agreement or any Order.
19. ALSPI Intellectual Property
Purchaser acknowledges that all rights of ownership of the Marks, ALSPI's confidential information, and ALSPI Intellectual Property belongs exclusively to and inures to the benefit of ALSPI. The Purchaser will not at any time acquire any rights, title, or interest in the Marks, ALSPI's confidential information, or ALSPI's Intellectual Property. Purchaser agrees that it will not at any time contest the ownership or validity of any of the Marks, ALSPI confidential information, or ALSPI Intellectual Property, nor register or attempt to register any of the foregoing nor assist anyone else to do so, nor do anything that would jeopardize or diminish the Marks, ALSPI's confidential information, or ALSPI's Intellectual Property.
20. Work Product and Intellectual Property
Any process, work or work product, and all intellectual property related to any work or work product (collectively, "Works"), created by ALSPI through its employees, service providers, contractors, or agents, whether on its initiative or at the request of Purchaser, and whether incorporated into the manufactured product or services, will be deemed the sole and exclusive property of ALSPI. Unless otherwise agreed in writing, without reservation or limitation, Purchaser on behalf of itself and its employees, service providers, contractors, and agents hereby assigns, transfers, and conveys the Works to ALSPI, exclusively, irrevocably, and perpetually, together with all right, title and interest and any goodwill associated therewith throughout the world. Purchaser agrees not to file for or register any patents, trademarks, or copyrights connected with the Works. Purchaser further agrees not to make any claim, assist anyone in making a claim, or take any adverse action that would damage the goodwill or validity of the Works and ALSPI rights therein.
21. U.S. Government Sales
The United States Government may be a customer for the Products or Services of Purchaser. To the extent applicable, the parties shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a), and 60- 741.5(a), as may be amended. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. To the extent applicable, if identified as a “DPAS rated order”, this contract is certified for national defense, emergency preparedness, and/or energy program use and the “seller” is required to follow all provisions of the Defense Priorities and Allocations System regulation (15 CFR 700.) “(FAR 52.211-15)”.
22. Governing Law and Dispute Resolution
This Agreement and all disputes between Purchaser and ALSPI are governed by and must be construed in accordance with the laws of the state of Alabama, U.S.A., without reference to conflicts of law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Calhoun County, Alabama, for any legal proceeding involving the Agreement or any dispute between Purchaser and ALSPI. None of the provisions of the United Nations Convention on Contracts for the International Sale of Products will be applied to the interpretation or enforcement of the Agreement. In the event of any dispute regarding the interpretation or enforcement of the Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and cost of litigation.
23. Rights and Remedies
In addition to any remedy identified in the Agreement, if Purchaser breaches any term of the Agreement, ALSPI will have the right to (i) terminate the Agreement and/or any Order; (ii) demand the immediate return of all confidential information; (iii) recover its damages incurred because of such breach, including, without limitation, incidental and consequential damages, and its attorneys' fees and costs of litigation; (iv) obtain injunctive relief to prevent such breach or to enforce the terms of the Agreement otherwise, and (v) pursue any other remedy available at law or in equity. Failure to properly demand compliance or performance of any term of the Agreement will not constitute a waiver of ALSPI rights or remedies. All rights and remedies of either party hereto are cumulative of each other, and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.
24. Waiver
No waiver of any term or condition is valid unless it is in writing and signed by a duly authorized representative of Purchaser and an authorized representative of ALSPI.
25. Assignment
Purchaser may not assign the Agreement or any of its rights, interests, duties, or obligations concerning the Agreement, whether by operation of law, contract, or otherwise, without the prior written consent of an Authorized Representative of ALSPI.
26. Notices
Whenever a provision is made under the Agreement for any notice or declaration of any kind, or where it is deemed desirable or necessary by Purchaser to serve such notice to ALSPI, it must be in writing and served either personally or sent by United States mail, certified, postage prepaid, addressed as set forth below or at such address that ALSPI may from time to time provide to Purchaser. Notices will be deemed delivered upon receipt.
Notices to ALSPI must be sent to the following address:
Alabama Specialty Products, Inc.
152 Metal Samples Road
Munford, Alabama 36268
27. Survival
Any provision of the Agreement which imposes upon a party an obligation after termination, expiration, or fulfillment of the Agreement, including without limitation Sections 12, 14, 15, 16, 17, 18, 19, 20, 22, and 23, shall be binding upon such party, its affiliates, their successors, and assigns.
28. Amendments
ALSPI shall have the right to amend, revise, and update these Standard Terms and Condition of Purchase at any time by providing written notice to the Purchaser. Any amendments, revisions, or updates to these Standard Terms and Condition of Sale shall be effective if ALSPI provides Purchaser with written notice and shall apply to all Orders issued after the date of such notice. A copy of the then-current Standard Terms and Condition of Sale shall be accessible at https://www.alspi.com/terms-MS.htm.
29. Complete Agreement
Except as outlined in Section 28 above, this Agreement constitutes the complete Agreement between the parties. It may not be altered or modified except in writing and duly executed by an authorized representative of ALSPI. ALSPI objects to any inconsistent, additional, or different terms in any prior or subsequent invoice, acknowledgment, confirmation, or other documents. Trade custom, trade usage, and past performance are superseded by the Agreement and may not be used to interpret the Agreement. If any provision of the Agreement becomes void or unenforceable by law, the remaining provisions are still valid and enforceable. |
