Terms & Conditions of Sale

Terms and Conditions of Sale

All orders are subject to the terms and conditions contained on the face and reverse side hereof.  No acceptance by the Company of any order from buyer shall be deemed to be an acceptance of any provision of buyer’s order form and the terms and conditions contained herein shall govern.  Upon acceptance of buyer’s order by the Company, the provisions of these terms and conditions shall apply regardless of any different or conflicting provisions in any order or other communications from buyer and shall constitute the entire agreement and understanding between buyer and the Company.  No waiver or modification of said provisions shall be binding upon the Company unless set forth in a writing executed by a person duly authorized by the Company to execute the same.  The provisions of any contract between the Company and buyer shall be interpreted and construed in accordance with the laws of the state of Ohio.

Distribution – Adalet materials are sold through authorized distributors

TERMS OF PAYMENT - Due NET 30 days following the date of invoice.  Past due accounts are subject to a service charge of 1-1/2% per month (18% annual rate) or the maximum permitted by law. Credit card payments are accepted without surcharge for payments on invoices within 30 days of invoice date. Credit card payment on invoices greater than 30 days from the invoice date will be accepted with a 2.5% surcharge

MINIMUM CHARGE - Due to the cost of handling small orders, an order processing and handling charge of $60.00 will apply to each order less than $250.00 net.   

SHIPPING TERMS - All material is sold F.O.B. Factory, Cleveland, Ohio. 

Domestic and Non-Canadian / Non-International Freight Terms

Authorized Distributors

Product Class	Freight Allowed	Drop Ship
Cast Aluminum Products (excluding XIH/XDH), Increased Safety, and Fittings	Shipments > $ 3,500.00 USD	Shipments > $ 4,000.00 USD
Cast Stainless Steel Products (XCESX / XIHNS)	Prepaid & Add or Collect	Prepaid & Add or Collect
Sheet Metal and Non-Metallic Enclosures	Shipments > $ 1500.00 USD	Shipments > $ 2,000.00 USD
XCPX ATEX Control Enclosures	Prepaid & Add or Collect	Prepaid & Add or Collect

 

Alaska Freight Terms

Product Class	Freight Allowed	Drop Ship
Cast Aluminum Products , Increased Safety, and Fittings	Shipments > $ 6,000.00 USD	N/A
Cast Stainless Steel Products (XCESX / XIHNS)	Prepaid & Add or Collect	N/A
Sheet Metal and Non-Metallic Enclosures	Shipments > $ 2,000.00 USD	N/A
XCPX ATEX Control Enclosures	Prepaid & Add or Collect	N/A

 

Surface freight by common carrier of Adalet choice will be allowed to Adalet authorized distributors to one single free delivery point in any state of the United States, except freight on any shipments to Alaska or Hawaii which will be allowed to any port of exit in Washington, Oregon, or California.  If an order has a schedule of releases or a partial shipment is made at the request of the buyer, the freight allowance will be calculated on the value of each shipment and not on the total value of the order.  Special routing, air shipments, express or parcel post shipments will be made at customer request, and all excess charges will be borne by the customer.  Surface freight normally borne by Adalet will be allowed as a credit toward express and air freight charges on the invoice.  Freight including pallet and handling charges are not subject to cash discount.  Shipments to residential addresses will incur additional charges.  Purchaser will be charged additional costs for shipments requiring export packaging. FedEx collect shipments not available for products shipping from Adalet’s Houston facility.

Surface freight by common carrier of Adalet’s choice will be allowed to one single free delivery point in Alaska on orders exceeding above values.

CANADIAN SHIPMENTS: Shipments exceeding above values will ship prepaid & allowed to the nearest point of exit on a preferred Adalet freight carrier via the most economical way.  When the purchaser requests shipment via carrier other than an Adalet preferred carrier, product will be shipped freight collect.  All shipments below above values will ship freight collect.

CLAIMS FOR LOSS OR DAMAGE IN TRANSIT - All shipments are made F.O.B. Factory, Cleveland, Ohio or Branch Warehouse.  Title and risk of loss shall pass to and be borne by the buyer upon delivery of the products to the first carrier or shipper.  The Company shall not be responsible for any damage to products which shall occur during the shipment, and no such damage shall relieve buyer of any obligations to the Company.  The purchaser will file with the transportation company for any claim for loss or damage in transit.

CARTAGE - No charge will be allowed for any cartage at destination.

PRICES - The Company cannot be responsible for the accuracy of any prices, discounts or terms shown on customer’s orders.  Orders will be priced at current applicable prices and terms regardless of what might appear on customer’s orders.  Also, all orders will be invoiced at prices prevailing at time of order.

TAXES - All prices are for domestic shipments and liability for all taxes, duties, imposts, revenues, excise taxes, licenses or other fees imposed upon the production, sale, shipment, or use of the Company’s products or services shall be assumed and paid for by buyer, and buyer shall indemnify the Company against any such liability.  Applicable sales and/or use taxes will be billed by the Company unless suitable exemption certificate is furnished by buyer at time of placing order.

SHIPMENT - The Company shall attempt to make shipment within the time specified after acceptance of buyers order.  Buyer agrees to furnish complete shipping instructions to the Company within a reasonable period of time prior to the requested delivery date.  In no event shall the Company be responsible for any delay in or failure to manufacture or deliver arising out of acts of the public enemy, fire, flood, or any disaster, labor trouble, riot or disorder, delay in the supply of materials or any other cause, whether similar or dissimilar, beyond the control of the Company.  In no event shall the Company be liable for any incidental or consequential loss or damage whatsoever resulting from any delay in or failure to manufacture or deliver.

SPECIAL ORDERS - On orders for special items, we reserve the right to ship and invoice quantity variance of 10% above or below the specified quantity on the order.  Orders for special items not listed in our current catalog, catalog items modified to customer’s specifications and unusual quantities of standard catalog items made especially for an order are accepted on a NON-CANCELABLE, NON-RETURNABLE basis.

CANCELLATIONS AND RETURNS - Orders may not be cancelled without the prior written consent of the Company.  Products may not be returned without the prior written consent of the Company.  Non-warranty returns are subject to restocking charges.  Minimum billing shipments not returnable for credit.  Cancellation fees may apply, consult factory.   Custom S#, SA#, SB#, & R# or other modified designs are non-returnable.

ASSIGNMENT - No rights or obligations arising under any contract between the Company and buyer may be assigned or transferred by buyer without the prior written consent of the Company.

TENDER - In the event or failure or refusal of buyer to accept delivery, no physical tender of the products by the Company shall be necessary, but written notice of the Company’s readiness and willingness to deliver any quantity of the equipment or materials at any time  specified shall be equivalent to physical tender thereof.

RECORDS, AUDITS, AND PROPRIETARY DATA - Unless otherwise specifically agreed in writing signed by an authorized officer of the Company, neither buyer nor any representative of buyer, nor any other person shall have any right to examine or audit the Company’s cost accounts, books or records of any kind or any matter, or be entitled to, or have control over, any engineering or production  prints, drawings, or technical data which the Company, in its sole discretion, may consider to be, in whole or in part, proprietary.                                 

LABOR STANDARDS - The Company represents and warrants that all products and services will be manufactured or furnished by the Company in accordance with all applicable standards, provisions, and stipulations of the Fair Labor Standards Act of 1938, the Walsh-Healey Act, the Work Hours Act, and Section 202 of Executive Order No. 12246 as to non-discrimination in employment, and any amendments thereto.

WARRANTY, DISCLAIMER, and REMEDIES - Our products are warranted to be free from defects in material and workmanship at the date of shipment.  NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL EXIST IN CONNECTION

WITH THE SALE OR USE OF SUCH PRODUCTS.  All claims under this warranty must be made in writing and delivered to the Company prior to the expiration of one year from the date of shipment from the factory or be barred.  Upon receipt of a timely claim, the Company shall inspect the part or parts claimed to be defective, and the Company shall repair, or at its option, replace, free of charge, any part or parts which the Company determines to have been defective at the time of shipment from the factory; provided, however, that if circumstances are such as to preclude the remedying of warranted defects by repair or replacement, the Company shall, upon return of the products, refund to buyer any part of the purchase price of the products theretofore paid to the Company.  Inspection may be performed at the Company’s plant, and in such event freight for returning products to the plant for inspection shall be paid by buyer.  The foregoing states the sole and exclusive remedy for any breach of warranty or for any other claim based on any defect in, or non-performance of, the products, whether based upon contract, warranty or negligence.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SHALL UNDER NO CIRCUMSTANCES, BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER ARISING OUT OF, OR IN ANY WAY RELATING TO, ANY SUCH BREACH OF WARRANTY OR CLAIMED DEFECT IN, OR NONPERFORMANCE OF, THE PRODUCTS.

DELIVERY – The estimated shipping date is based on production time required to process the order commencing with the date the order is received by us.  In the event it is necessary to revise the design, specifications, or conditions of sale, the shipping date shall automatically be extended by the period of the time required to achieve the mutually agreed upon corrections or adjustments of the design, specifications, or conditions of sale.

ASSISTANCE - We may, but shall have no obligation to furnish Buyer with recommendations, engineering and technical information and advice and other assistance.  All such assistance is furnished without charge solely as an accommodation to buyer and we shall have no liability for inaccurate, incomplete or faulty recommendations, information, advice and assistance, whether or not negligent.

ADDITIONS TO ORDERS - ADDITIONS CANNOT BE MADE TO ORDERS ALREADY PROCESSED.  THEY WILL BE ENTERED AS NEW ORDERS SUBJECT TO NEW ORDER FREIGHT TERMS AND MINIMUM BILLING.

SPECIAL CHARGES - Please specify whether ATEX or IECEx designs are required.  Additional charges will apply for ATEX and IECEx enclosures.

GOVERNING LAW – The provisions of these terms and conditions and any other agreement between Company and Buyer shall be interpreted  and construed in accordance with the laws  of the State of Ohio, and the federal and state courts in Ohio shall have jurisdiction and venue over any disputes arising herefrom, and Buyer consents to the same.

WAIVER – The failure or delay by Company in exercising any right, power, or privilege hereunder shall not operate as a waiver thereof, preclude any other or further exercise thereof, nor preclude the exercise of any right, power, or privilege hereunder.

ENTIRE AGREEMENT – The terms and conditions and any invoice provided to Buyer by Company, constitutes the entire understanding between the parties with respect to the subject matter herein and may only be modified in a writing signed by a representative of each party.