The following are the terms and conditions ("Terms and Conditions") under which Adams Magnetic Products ("Adams"), its designated representatives and its successors and assigns, sells its products.
Note to all Customers regarding Adams’ Policy for Export Control and Restricted Products:
Adams Magnetic Products has procedures in place to comply with US export controls, including the International Traffic in Arms Regulation (ITAR), the Export Administration Regulations, and the Embargo and Sanctions programs administered by the Office of Foreign Assets Control.
Terms and Conditions: These Terms and Conditions shall apply to purchase orders issued and accepted or other contractual commitments to buy and sell Adams products (collectively, "Orders"). Adams hereby gives notice of its objection to any different or additional terms that may be included by the person, firm, corporation or other business entity that places an Order ("Buyer"). These Terms and Conditions will become a binding contract only when a written or electronic acceptance of an Order is sent to Buyer by Adams. If Buyer has not otherwise accepted these Terms and Conditions, Buyer’s acceptance of any products delivered by Adams pursuant to any Order shall constitute Buyer’s acceptance of these Terms and Conditions with respect to such Order. These Terms and Conditions shall govern each Order notwithstanding any different, conflicting or additional terms and conditions which may appear on any form submitted by Buyer.
Prices: Adams prices for stock products are subject to change without prior notice. Prices for custom products shall be as stated in Adams quotation. Stenographic and clerical errors, if any, made by Adams in any price quotation are subject to correction by Adams. Prices are exclusive of all sales, use and similar taxes. Any tax Adams may be required to collect or pay upon the sale or delivery of Adams products shall be for the account of Buyer, who shall promptly pay the amount thereof to Adams or the taxing authority as required.
Payment Terms: Our open account payment terms are 30 days. Open account status is dependent on Adams’ review of the customer’s bank and credit references. We accept VISA, MasterCard, and American Express. Credit Card purchases are not entitled to any early payment discount. Prepay customers must submit payment before product will be ordered, machined or shipped.
Freight Terms: All products are shipped Ex-works, and the customer bears all freight expense.
Packaging: Adams will use appropriate packaging to minimize the risk of damage in transit. Adams is not responsible for rough handling by carriers, and claims for damages must be submitted directly to the carrier. Packaging used is at the discretion of Adams. Requests for special packaging or labeling must be submitted, in writing on the RFQ itself, detailing the exact nature of the request. Special packaging requests not quoted at the time of the original quote may be re-quoted based on the specific requirement.
Blanket Orders: Unless otherwise agreed in writing, blanket orders must be completed within 12 months of order placement. Any quantity not shipped by the end of the contract period will be shipped and invoiced on the last day of the 12 month period.
Customer Quality Requirements: It is the customer’s responsibility to advise Adams of quality requirements that impact a quote and/or order. Customer’s submission of boilerplate T&C’s or Quality Requirements does not satisfy this requirement. It is the Customer’s responsibility to bring specific requirements to the attention of their Adams Customer Service Rep. Requirements for First Articles, data reports, special testing, PPAP, etc., must be clearly brought to the attention of your Adams Customer Service Rep at the quoting stage. Subsequent requirements may be re-quoted based on the specific requirement.
Chips and Cracks, Permissible Variations, Standards and Tolerances: Unless otherwise agreed between Adams and the customer, all magnets are sold using MMPA specification for chips and cracks.
Quantity Variations ‐ Custom Items: Depending on the yields during our Machining processes, shipped and billed quantities may vary by up to 10% of your order quantity. The unit price specified in the order shall apply. If the customer supplies materials or other items for additional processing, the customer shall supply 10% more than is necessary to complete the order.
Tooling: Adams retains title to Tooling produced, ordered, or otherwise developed for benefit of Buyer. Adams may recoup a portion of the cost of such Tooling from Buyer, in which case Adams may grant Buyer a period of exclusive use of Tooling.
Technical Advice: Any technical services furnished by Adams or any of its representatives or agents are believed to be reliable. However, Buyer agrees that it is not relying on that advice and it acknowledges that no warranty, express or implied, has been given concerning the accuracy of such advice. The customer assumes complete responsibility for loss, damage or liability resulting from the handling or use of any product, or from technical advice supplied by Seller or its representatives or agents.
Patents: Buyer agrees to hold Adams, its officers, directors, agents, shareholders, employees and contractors harmless from any claim, loss or expense, including legal fees, arising from any infringement or alleged infringement of patents, trademarks, copyright or the like caused by compliance with designs, specifications or instructions provided to Adams directly or indirectly by Buyer.
Non-cancellable/Non-returnable: All products sold are non-cancellable / non-returnable. Adams may, at its discretion, accept a cancellation or return of a specific item, but this does not in any way negate our standard NCNR term.
Buyer’s Duty to Inspect: Buyer must immediately inspect all material for shortages, conformity with order and defects. If goods appear not to conform to the contract between Buyer and Adams, Buyer shall discontinue their use and immediately notify Adams of such condition and afford Adams a reasonable opportunity to inspect the same. Claims for shortage or deductions for erroneous charges must be presented within fifteen (15) days after receipt of the goods or they will not be allowed. No material will be taken back and credited or replaced unless arrangements for return have been made with Seller by obtaining a Return Material Authorization (RMA) number from Adams. Adams may, at its option, replace those products proven defective or allow credit for an amount not exceeding the sum of the original purchase price thereof.
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE OR APPLICATION, PERFORMANCE OR OTHERWISE, EXCEPT AS FOLLOWS:
All goods are warranted, for a period of forty-five (45) days from the date of shipment, to meet our published specifications and to be free from defects in materials and workmanship when shipped. Our obligation under this warranty shall be limited to repair or replacement of goods proven within the warranty period to have been defective at the time of shipment. Upon discovery of any such defect, you shall promptly notify us thereof, and, if requested by us, return the defective goods to us. You shall be responsible for all expense of removal, freight, and reinstallation in connection with repairs or replacements of defective goods. In no event shall we be responsible for or reimburse you for repairs or replacements made by others. In no event and under no circumstances shall we be liable for loss of anticipated profits or for interruption of operations or for any special, incidental or consequential damages whatever.
Limitation of Liability: Adams’ total liability to customer for damages shall in no way exceed the purchase price of the particular shipment for which such damages are claimed. In no circumstance shall Adams be liable for damages for any loss of use, interruption of business or lost profits, or any other special, incidental, indirect, punitive, or other damages of any kind.
Force Majeure: Failure of Adams to deliver hereunder, or delay in making shipments, if occasioned by fire, explosion, flood, earthquake, war, riots, insurrection, civil disturbance, accident, storm, interruption or delay in transportation, shortage, strike or other labor dispute, inability to obtain materials and supplies, acts of government, any act of God, or any other causes of like or different character beyond Adams’ control shall not subject Adams to any liability to Buyer.
Last updated 11/2016.