Terms and Conditions of Sale
1. Applicability. These Terms and Conditions (“T&Cs”) apply to all sales of goods, equipment, parts, and components, including any custom and non-stock products (the “Products”) and performance of services (“Services”) by Standard Locknut LLC, a Delaware limited liability company (“Seller”), to any customer (“Customer”). These T&Cs, together with terms contained in any quotation or purchase order acknowledgment of Seller, and solely the identification and quantity of products and services ordered in Customer’s order to the extent not in conflict with these T&C (“Order”), constitute the entire agreement (“Agreement”) applicable to the sale of Products and Services ordered by Customer from Seller. Customer agrees that Customer has received and agrees to this Agreement, including based on Seller posting these T&C on Seller’s website or other receipt of these T&C unless written rejection is received by Seller in other than a purchase order or other form document. Contrary, different and additional terms in any purchase order or other Customer document are expressly rejected by Seller unless expressly agreed to by an authorized representative of Seller in writing separate from such Customer document or individually initialed by such Seller representative in a Customer document. Neither Seller’s delivery of the Products or Services, nor any other action at any time on the part of Seller, constitutes acceptance by Seller of additional or different terms. Customer’s commencement of performance, including Customer’s use of any Products provided by Seller, constitute acceptance of this Agreement.
2. Purchase Price and Payment Terms.
a. Purchase Price. Except as otherwise stated in a Seller quotation, a quotation issued by Seller is valid only for immediate acceptance and, prior to acceptance, is subject to change without notice and prices are subject to adjustment to reflect cost increases experienced prior to shipment. Customer will pay to Seller the fees and purchase price set forth in the Order. Quantities of custom or non-stock order Products delivered are subject to a +/-10% variance per individual Product with the amount payable by Customer adjusted accordingly. Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, and duties and tariffs, and other charges of any kind imposed by any governmental authority, all of which are the obligation of Customer and may be invoiced by Seller and are payable by Customer. Clerical errors are subject to correction without liability to Seller. All prices are in US currency. If Seller ships items on behalf of Customer, shipping, handling and insurance charges are in addition to the charges set forth in the Order and will be charged to Customer as separate items on the invoices. All Products held by Seller beyond the scheduled delivery date (due to the inability of Customer to receive the Products for any reason) will be subject to storage charges in addition to the charges set forth in the Order and will be charged to Customer as separate items on the invoices. Unless otherwise agreed in writing, Customer is responsible for receiving, storing, installing, and maintaining the Products.
b. Payment Terms. Payment of the price of Products and Services, and any other amounts incurred by Seller on behalf of Customer, is due in full within 30 days from the invoice date. Partial shipments are allowed and permitted to be invoiced separately. Customer waives the right to assert offsets with respect to invoices unless the disputed amount has been validated in a final and unappealable legal proceeding. Customer must promptly notify Seller’s customer service personnel of any disputed invoice. Customer disputes for which written notice has not been received by Seller within six months after the invoice date are waived. A monthly service charge of the lesser of 2% or the maximum permitted by law may be added to all amounts not paid when due. In addition, Customer will be liable to Seller for all costs incurred by Seller to enforce this Agreement and to collect amounts owing by Customer which are not paid when due, including collection agency fees and expenses and attorneys’ fees and expenses, regardless of whether an actual lawsuit is commenced.
c. Customer’s Financial Condition; Insecurity. If, in Seller’s sole judgment, Customer’s financial condition or any other circumstance causes Seller to be insecure with respect to Customer’s performance of any obligation owed to Seller under this Agreement or otherwise, Seller may accelerate and demand immediate payment of any amounts owed Seller, suspend performance or cancel any outstanding Order, or require cash payment or satisfactory security before shipment.
3. Custom Products. Customer must provide complete, timely information to meet the requirements of the Order, including all specifications needed for custom or non-stock Products. All requested dimensions must be limited by a specific tolerance and if not specified by Customer, Seller’s standard tolerances will apply. When dimensions can be accurately measured through standard gaging methods (as determined by Seller’s quality planning procedures) and special gaging is required, such gages may be furnished by Customer or will be supplied by Seller at an extra charge. In the case of threads, the inspection gages shall conform to the limits specified by the latest national bureau of standards handbook H28, as supplemented by “Screw Thread Standards for Federal Services For Inspection Gages.” Customer is responsible for providing proper authorizations, legality, and intellectual property rights with respect to custom Products and Services requested by Customer. Seller will rely on the accuracy and completeness of information supplied by Customer. Seller is not liable or responsible in any way for the accuracy or completeness of information provided by Customer or for any work performed by Customer. Final inspection of custom Products by Seller is based on a “C equals zero” sampling plan. If 100% inspection is required it shall be at Customer’s expense. Acceptable quality levels including the designation of sampling plans other than those specified in the Seller’s quality assurance manual shall be established by Customer and subject to agreement in a writing by Seller prior to quotation by Seller.
4. Change and Cancellation. No Order may be changed or canceled without written approval of Seller, which may be withheld in Seller’s sole discretion. Seller reserves the right to charge change and cancellation fees which may include, without limitation, material, labor and engineering costs incurred by Seller and Seller’s lost profits.
5. Delivery.
a. Title to Products, Risk of Loss. Unless otherwise agreed in writing by Seller, all deliveries will be FOB Seller’s facility. Title to and all risk of loss for the Products passes to Customer at the time the Products leaves the dock at Seller’s facility. Customer assumes responsibility for any loss or damage in transit from the Seller facility. Seller may select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Seller. Customer is responsible for all storage and transportation costs. Customer must make all claims with respect to damage in transit, lost Products, or any delay attributable to shipment against the responsible carrier. Absent written instructions from Customer, Seller may, but is not required to, obtain insurance on the Products shipped. Claims for shortages or incorrect Products must be made to Seller within 15 days from shipment of the Products and must include a detailed description of the issue, including packing slip number and method of determination.
b. Delivery Schedule. Unless otherwise agreed in writing, orders are for delivery when Product is produced/assembled. The schedule for completion of the Services and delivery of the Products set forth in an Order is a good faith estimate of Seller and is not guaranteed by Seller. The time actually required to complete the Services and deliver the Products will be subject to Customer availability, Customer’s timely delivery of information and approvals described in the Order or otherwise requested by Seller, the accuracy of such information, and other matters that generally affect product choice and engineering services. Seller assumes no responsibility for damage or losses due to late delivery.
c. Force Majeure. Seller is not be liable to Customer for any delay or failure of delivery of any of the Products or Service caused in whole or part by any contingency or event beyond Seller’s reasonable control, including, without limitation, acts of any government or any agency or subdivision thereof, war, riots, acts of God, pandemic or epidemic, machinery breakage, or any shortage of or inability to secure labor, transportation facilities, fuel, energy, raw materials, supplies, or machinery at reasonable prices or from regular sources. In the event of the occurrence of any of the foregoing, the time for performance or delivery will be extended by a period of time reasonably necessary to overcome the effect of the delay and Seller may distribute its available Products and Services among its customers on such a basis as Seller deems fair and equitable, without liability to Customer.
d. Inspection and Acceptance. Customer must inspect all shipments upon receipt and notify Seller in writing within 5 days after arrival of the Products at the original shipping destination of any shortages or other failures to conform to this Agreement which are reasonably discoverable upon arrival, including, without limitation, any claim that the Products fails to conform to the specifications described in the Order. Customer must allow Seller a reasonable opportunity to inspect such Products to enable Seller to verify the alleged nonconformity. Customer’s failure to timely notify Seller in writing of any alleged nonconformity of the Products constitutes irrevocable acceptance of the Products. Customer’s rejection of any Products does not shift such risk until the Products are returned to Seller, freight prepaid, pursuant to Seller’s written authorization. Seller will not accept return of the Products unless otherwise agreed in writing. No rejection or claim is permitted with respect to Products that have been processed or modified after delivery by Seller.
6. Limited Warranty.
a. Warranty. Seller warrants to the original Customer that: (i) Services provided by Seller will be performed in a professional and workmanlike manner, consistent with applicable industry standards; (ii) the Products will be free from defects in materials and workmanship for a period of 6 months from the date of shipment under the use and service quoted; provided, Seller makes no warranty with respect to any parts manufactured by others. Seller agrees to assign any assignable third-party warranties on parts in the Products to Customer. This limited warranty does not cover Products that have been (A) abused, neglected, or damaged other than due to a failure of Seller to perform in a commercially reasonable manner employing customary practices; (B) repaired, altered, modified, or otherwise disassembled or reworked without Seller’s written consent; (C) not installed, maintained or operated in strict compliance with instructions furnished by Seller; or (D) used in nuclear applications.
b. Notice and Claims. Any alleged breach of this limited warranty will be forever waived if not reported to Seller in writing within 7 months from the date of shipment or 10 days from the date of discovery of the defect, whichever is earlier. Customer must cease from using the Products from the time of discovery of such defect until Seller has had a reasonable time to inspect the same. Seller may require Customer to return the alleged defective component of the Products to Seller, freight prepaid, pursuant to Seller’s written authorization, before remedying a breach of the limited warranty. No returns are allowed without until a return material authorization is issued by Seller.
c. Limited Remedy. Seller’s sole obligation and Customer’s sole remedy in the event of a breach of the above limited warranty with respect to Products will be, at Seller’s option, to repair or replace such nonconforming component of the Products, grant of a reasonable allowance (as Seller may elect) or if Seller determines that such remedies are not commercially feasible, to a refund of the purchase price of the component of Products upon return of the component to Seller. Repair and replacement items are provided FOB point of shipment. For non-conforming Services, Seller’s sole obligation and Customer’s sole remedy for warranty claims will be, at Seller’s sole discretion, to re-perform the Services, furnish Services to remedy any default or refund of the purchase price. Claims for repair or inspection without Seller’s written approval will be rejected.
d. DISCLAIMER. THE WARRANTIES AND REMEDIES STATED IN THIS SECTION ARE EXCLUSIVE. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. NO PROMISE OR AFFIRMATION OF FACT MADE BY ANY AGENT OR REPRESENTATIVE OF SELLER CONSTITUTES A WARRANTY BY SELLER OR GIVE RISE TO ANY LIABLITY OR OBLIGATION.
7. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY OR OTHERWISE, WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SELLER’S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES FROM ANY CAUSE WHATSOEVER WILL IN NO EVENT EXCEED THE INVOICE PRICE PAID TO SELLER FOR THE SPECIFIC PRODUCTS OR SERVICES PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. No action may be brought by Customer against Seller after 12 months from the date of delivery of the Products and/or Services, and Customer acknowledges and agrees that this provision will be grounds for dismissal of any suit or claim asserted by Customer after such time.
8. Indemnification. Customer agrees to indemnify (and at Seller’s option, defend) and hold Seller, its affiliates and their respective officers, directors, members, managers, representatives, agents and employees harmless from and against all loss, liabilities, penalties, damages, costs and expenses arising out of third party claims that may be asserted against Seller arising in connection with the use of the Products by Customer and persons acquiring the Products directly or indirectly through Customer, including without limitation, injury to person or damage to property caused by or resulting from: (i) Customer’s alteration, change, improper maintenance, disassembly, reworking or other modification of the Products; (ii) design information, processes or other information or representation supplied or made by Customer; (iv) Customer’s failure to use or install the Products as instructed by Seller in writing or Customer’s negligent operation of the Products and for any use of the Products in nuclear applications; (iv) the absence of any safety device which has been recommended or supplied to Customer but not accepted or used: or (v) the failure of Customer to comply with and observe all present and future laws, orders, codes, regulations, ordinances, rules and decrees of each governmental agency or instrumentality which may be applicable to the Products or Customer’s business. Customer is responsible for compliance with all local ordinances and state laws with respect to the use and installation of the Products.
9. Seller’s Property. Unless otherwise agreed in writing, all personal property used to manufacture, assemble or otherwise make or process any Products and perform the Services delivered to Customer, including, but not limited to, tools, jigs, fixtures, gauges, and dies will remain Seller’s sole property regardless of any charges to Customer to cover part or all of the cost of the same.
10. General Provisions.
a. Confidentiality. All non-public, confidential or proprietary information of Seller and Customer is confidential, solely for the use in performing hereunder and may not be disclosed, used or copied unless authorized in advance by the disclosing party in writing. Without limiting the foregoing, proposals and drawings are the sole property of and are disseminated by Seller to Customer only for the express use of Customer’s consideration of the Order and the Services provided by Seller described herein, and are not to be disclosed by Customer to, or used by, any third party for any purpose unless authorized by Seller. Confidential information does not include information which: (a) is or becomes publicly known through no wrongful act on the receiving party’s part, (b) is known to the receiving party prior to receiving such information from the disclosing party, (c) becomes known to the receiving party from a source other than the disclosing party and, to the receiving party’s knowledge, without restriction and not in violation of the disclosing party’s rights, or (d) is independently developed by the receiving party without reference to or use of the confidential information. Notwithstanding anything to the contrary, nothing herein prohibits either party from disclosing confidential information pursuant to an order of a governmental or judicial authority, provided such party must (where legally permitted) provide prior notice to the disclosing party to afford the disclosing party reasonable opportunity to object to the disclosure or obtain a protective order, and the receiving party must reasonably cooperate in such effort at the disclosing party’s expense. This Section does not supersede any previous confidentiality agreements of Seller and Customer, but instead supplements any such prior agreements with the intent of providing each party with the maximum protection possible.
b. Assignment. Customer may not assign its rights or obligations under this Agreement to any third party, by operation of law or otherwise, without Seller’s prior written consent. For purposes of this provision, a merger, stock sale or other transfer by operation of law will be deemed an “assignment” for which consent is required hereunder. There are no third-party beneficiaries.
c. Independent Contractor. Seller is and will provide the Products and Services as an independent contractor and not as partners or joint venturers.
d. Modification and Waiver. No addition to, or modification or waiver of, any provision of this Agreement will be binding upon Seller unless set forth in a written document signed by Seller. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof. No delay or omission in the exercise of any right, power, or remedy hereunder will impair such right, power, or remedy or be considered to be a waiver of any default or acquiescence therein.
e. Severability. In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from this Agreement, but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of this Agreement.
f. Governing Law and Forum; Notice; WAIVER OF JURY TRIAL. This Agreement shall be governed, construed and enforced by and under the internal laws of the State of Indiana, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The state or federal courts located in the State of Indiana shall be the proper and exclusive jurisdiction for any dispute regarding this Agreement or otherwise relating to this transaction or the Products or Services furnished hereunder. Each party agrees unconditionally that it is personally subject to the jurisdiction of such courts. Any notices required or permitted to be given hereunder must be in writing and effective when received by a party at the address that each party has last notified the other by written notice. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE RELATING TO THIS TRANSACTION OR THE PRODUCTS OR SERVICES FURNISHED HEREUNDER.
g. Survival. Provisions which by their nature should survive will remain in force after any termination or expiration of this Agreement or any other written instrument delivered in connection herewith.
83345437 (rev 08/2024)