General Terms and Conditions

1. This quote/order shall be subject to the Terms and Conditions set forth herein, notwithstanding any terms and conditions that may be contained in any order, acknowledgement or other forms of Buyer.  Any such terms and conditions of Buyer shall not bind Bergad unless accepted by it in writing, whether or not they materially alter this order.  This order shall be governed in all respects by the law of the Commonwealth of Pennsylvania.
2. Unless otherwise specified by Bergad, Bergad’s quoted price for the products shall remain in effect for thirty (30) days after the date of Bergad’s quote.  If Buyer’s acceptance is not received by Bergad within the thirty (30) day period, Bergad has the right to requote prior to release for manufacture.    The prices quoted are predicated upon the quantities listed in the quote, and unless otherwise stated are for the entire quantity being shipped at one time.  Additionally, Bergad’s specified price shall remain in effect for thirty (30) days following an order.
3. Our terms: net 30 days, 2% interest per month on delinquent accounts.
4. Our current lead time is approximately two weeks and is dependent upon Bergad’s current workload at the time of the order.  Additionally, the estimated two week lead time is contingent upon Bergad receiving all pertinent and necessary information, including clarifications, from Buyer.  Lead times are subject to change with the conditions mentioned above. 
5. All merchandise is sold FOB Kittanning, PA, or shipping point if other than Kittanning, PA.  Unless otherwise specified, transportation shall be paid by the Buyer.  All shipments will be shipped on a collect basis except Parcel Post, UPS (Parcel) or Federal Express (Parcel) which will be prepaid by Bergad and invoiced to the Buyer.  Shipments can also be sent via any shipping company where the Buyer provides shipping account numbers and instructions for shipments.
6. Bergad’s employees are prohibited from assisting Buyer or Buyer’s representative from loading and/or securing loads on Buyer’s vehicle or trailers for orders picked up at Bergad’s facility.  Bergad is not responsible for loads that shift, come loose, fall off vehicle/trailer during transport. Buyer is responsible for securing any and all loads.
7. Orders cannot be cancelled or amended except with Bergad’s consent.  Cancellation charges may be applied at Bergad’s discretion.
8. Bergad shall not be liable for any failure to perform this agreement when such failure is due to circumstances beyond its control, occurring either at its factory or at its source of supply.  Circumstances beyond the control of Bergad shall be deemed to include, but shall not be limited to, acts of God, fire, flood, riots, war, Governmental action, accidents, labor disputes, and inability to obtain materials, equipment or transportation.
9. No statement or recommendations made, or assistance given by any representative and/or distributor of Bergad to the Buyer or its representatives in connection with the use of any product by the Buyer shall constitute a waiver by Bergad of any of the provisions hereof or affect Bergad’s liability as herein defined.
10. All testing completed by Bergad is for reference only, Buyer is responsible for testing the product for a specific application.
11. Bergad does not guarantee product usability for any specific application.  Buyer bears responsibility for determining the parameters for use within the Buyer’s specific application.
12. No merchandise shall be returned to Bergad without the prior written authorization by Bergad to the Buyer to make such returns.  Returned material is subject to a minimum of 50% restocking and handling charge.  Custom orders are not returnable.
13. The obligation of Bergad to deliver materials shall be deemed fulfilled when it has delivered same in good condition to carrier at shipping point, wherein the carrier shall be deemed as acting as agent for the Buyer.  A clear receipt from the carrier places the responsibility for shortage and/or damage with the carrier.
14. Charges made for special tools, dies, gauges, jigs, fixtures or equipment (“items”) made or acquired by Bergad in connection with the work covered by this quote/order do not convey title to or any proprietary interest in such items.  All such items will remain exclusive property of Bergad.
15. Dates for delivery are estimates and not guaranteed and are determined from date of receipts of written purchase order.  Overtime and other direct expense incurred to hasten delivery at Buyer’s request shall be added to the quoted prices and paid by the Buyer.  Shipment of goods ready for delivery can be deferred beyond date for delivery only with Bergad’s consent.
16. Taxes – Buyer will be charged Pennsylvania state sales tax unless Buyer provides documentation of sales tax exemption prior to shipment of product.
17. Buyer Supplied Data – To the extent that Bergad has relied upon any specifications, information, or other data supplied in writing by Buyer to Bergad in the selection of the Goods and the preparation of the Bergad’s quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer and relied upon by Bergad, any warranties or other provisions contained herein which are affected by such conditions shall be null and void, unless otherwise mutually agreed upon in writing.
18. Bergad warrants it has title to the product delivered hereunder (“Product”) and may properly sell the same to Buyer and that such Product will conform to Bergad’s then current specifications.  BERGAD MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, CONCERNING THE PRODUCT OR ITS MERCHANTABILITY, FITNESS THEREOF FOR ANY PURPOSE, OR ITS NON-INFRINGEMENT.  Bergad shall not be liable for special, indirect, consequential or punitive damages of any kind under this Agreement or otherwise, whether or not caused by its negligence, and assumes no risk whatsoever as to the result of the use of Product either singly or in combination with other material.  Buyer assumes responsibility to test and analyze Product, and Bergad shall have no liability if Buyer uses Product that does not conform to the aforesaid specifications.  Buyer represents that it is familiar with the characteristics of Product and assumes all responsibility and liability for and will indemnify and hold Bergad harmless from any and all loss or injury to persons or property arising out of handling, use or possession of Product delivered to it.  Buyer agrees not to use the Product in a manner that will violate and/or infringe on any third-party’s patent rights and/or intellectual property rights. Should Buyer use the Product in a manner that infringes on any third-party’s patent and/or intellectual property rights, Buyer shall indemnify, defend and hold Bergad harmless for any such claim and in any action brought thereon.  IN THE EVENT THAT THIS DISCLAIMER OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION NOT TO APPLY TO BUYER, BERGAD’S MAXIMUM LIABILITY TO BUYER ON ANY CLAIM IN ANY WAY CONNECTED WITH THE SALE OR USE OF ANY OF THE PRODUCTS, WHETHER LIABILITY ARISES IN CONTRACT, FROM BREACH OF WARRANTY, IN TORT OR OTHERWISE, SHALL BE LIMITED TO THE PRODUCT’S INVOICE PRICE.
19. Stenographic and clerical errors are subject to correction.
20. Any quotation on products to be purchased does not constitute an offer to sell.