General

This agreement contains all the Terms and Conditions of sale and purchase of the products by Springfield Spring Corporation (SSC) and constitutes the complete understanding of the parties with respect thereto.  No modification, extension, or release from any provision hereof shall be affected by this mutual agreement, acceptance of purchase order forms, or otherwise, unless the same shall be in writing, signed by the other party, and specifically described as an amendment or extension of this agreement.

Price

SSC offers 1%, 10 days, Net 30 days, subject to approved credit. Prices are based on existing labor and material costs and are subject to revision if either is revised prior to shipment of total order. Items ordered as part of a blanket or multiple release agreement must be taken within 12 months of receipt of order unless otherwise stated. Any subsequent change in Buyer’s purchase order may result in a price change.

Prices on the goods specified do not include any city, state, or federal excise taxes, including, without limitation, taxes on manufacturing, sales, receipts, gross income, occupation, use, and similar taxes, fees, or other charges imposed by governmental entities. When applicable, taxes will be added to the invoice as a separate charge to be paid by Buyer. If an exemption from a tax is claimed, supporting documents must be furnished by Buyer prior to delivery.

Claims

Buyer agrees to hold harmless and indemnify SSC of and from all claims, suits, action, costs, counsel fees, expenses damages, judgments or decrees by reason of any person or persons being injured or property being damaged and destroyed because of any defect, latent or otherwise, in the article or articles sold.

Tooling

For any tooling order requiring SSC to produce a custom-made tool, Buyer shall pay one-half of the total tool price upfront before tool is started, and the remaining balance to be paid at first piece submittal. Payment of initial charges for tooling (including tools, dies, jigs, fixtures, patterns and gages) supplied by SSC conveys neither ownership nor the right of removal, which a Buyer may obtain only by making a fair reimbursement, as agreed upon between Buyer and SSC, for the total cost of said items for their maintenance and storage.  SSC agrees to keep tooling in reasonably good condition so long as it is used actively (last usage within the past 2 years) and in SSC’s control but accepts no responsibility for its operation thereafter. SSC may scrap tooling inactive for a period of two (2) years.

Warranty

SSC warrants all products sold for thirty (30) days from date of shipment to Buyer against defective material or workmanship (but not against damage caused by accident or abuse by buyer). SSC neither warrants nor certifies the performance of products which, at the request of the Buyer, incorporate components of other manufacturers. SSC will at its option repair or replace such products, free of charge, if found on examination to be defective and if any necessary return charges are prepaid.  SSC MAKES NO WARRANTY AS TO MERCHANTABILITY OR, EXCEPT AS STATED ABOVE, AS TO FITNESS OF PRODUCTS FOR A PARTICULAR PURPOSE.  Any expense incurred without SSC consent for repairs or replacement will not be allowed.

Liability

In no event shall SSC be liable to buyer or others for incidental or consequential damages or for loss of profits, whether resulting from the breach of any warranty, breach of contract, negligence, tort, strict tort liability, or otherwise. SSC’s liability does not include the engineering of the springs or the end use for which they are purchased. SSC’s engineering recommendations constitute merely our opinion and best judgment, and are not a basis for liability.

Resale

To the extent that Buyer resells the products purchased from SSC and the contract for such resale does not include the provisions of Warranty and Liability set forth above, Buyer agrees to: (i) assume all liability for the breach of any other warranty, for any consequential or incidental damages, for any loss of profits or for any remedies other than refund or replacement with respect to such products and, (ii) indemnify and hold SSC harmless from and against any and all claims for breach of any other warranty or any implied warranties, for consequential or incidental damages, for loss of profits or for remedies other than refund or replacement with respect to such products.

Delays

Our confirmed ship date is based on the best information at the time of the quote, which considers the expected delivery of the raw material necessary to fill your order. While we make every effort to meet quoted ship dates, if there are circumstances outside of our control, SSC will not be responsible for delays attributable to such circumstances.

Overages

We reserve the right to ship ±10% unless otherwise noted on your Purchase Order and communicated specifically to SSC.

Shortages & Damages in Transit

If the quantity of products received by Buyer shall be less than the quantity shown in the invoice, or if the products received by Buyer shall have been damaged in transit, Buyer shall, within thirty (30) days after receipt of such products give written notice of such shortage or damage to the agent of the delivering carrier and in order to substantiate a formal claim when, and if presented, and Buyer shall send a copy of such notice to SSC.

SSC shall not be liable for delay or failure in performance due to fires, floods, unusually severe weather, strikes, or other differences with workmen, accidents, labor or material or transportation shortages, war (declared or undeclared) riot, governmental orders or regulations, legal interferences or prohibitions, defaults on the part of suppliers, or other causes beyond SSC’s reasonable control.

Partial Shipments & Order Cancellation by Seller

Partial shipments shall be permitted, within reason, and SSC will invoice each shipment separately.  Shipments and deliveries shall, at all times, be subject to the approval of the SSC Credit Department.  If SSC shall for any reason be in doubt as to the financial responsibility of Buyer, SSC may decline to make deliveries except on receipt of cash in advance or other security satisfactory to SSC.  If Buyer fails to fulfill the terms of payment, SSC may cancel the contract.

Cancellation or Changes by Buyer

Orders in process may be cancelled only with SSC consent. Orders in process with raw material already purchased may not be changed.

Shipping

Unless otherwise specified by SSC, the products are shipped F.O.B. SSC’s location and title to the products will pass to Buyer upon SSC’s delivery by SSC to a carrier for transport.

Standards

The springs, wire forms, and/or stampings furnished on this order are manufactured to the standards published by the Spring Manufacturers Institute, Inc. unless otherwise specified.

Acceptance

Buyer must notify SSC at once if the foregoing Terms and Conditions are not acceptable. Neither performance nor delivery by SSC nor receipt by SSC of any payment shall be deemed an acceptance of any additional or different terms and conditions. Performance and delivery by SSC shall be under, and pursuant to only the terms and conditions contained herein. 

Price & Quantity

We reserve the right to pass through increases in raw material, freight, energy and outside service cost in effect at time of manufacture. Items ordered as part of a blanket or multiple release agreement must be taken within 12 months of receipt of order unless otherwise stated. All prices are in U.S. Dollars ($). Quoted prices are offered for acceptance within 30 days from quotation date.  Prices quoted are on specific quantities mentioned, and are subject to price differentials on larger or smaller quantities. We reserve the right to ship ±10% unless otherwise noted on your Purchase Order and specifically communicated to SSC.

Delivery

Our quoted ship date is based on the best information at the time of the quote, which considers the expected delivery of the raw material necessary to fill your order. While we make every effort to meet quoted ship dates, there are circumstances that can result in delays such as pandemics, strikes, differences with workers, transportation delays, logistics, geo-politics, and other contingencies beyond SSC’s control. SSC will not be responsible for delays attributable to circumstances outside of our control.

Beha &**These Terms and Conditions (the “Terms & Conditions”) apply to the provision of goods and/or services from the party identified on the face of the Purchase Order (“PO”) as the provider (“Vendor”) to Springfield Spring Corporation (“Buyer”). Vendor and Buyer are each a “Party” and together, the “Parties” to these Terms & Conditions. These Terms & Conditions shall apply to any subsequent PO’s entered into as between the Parties hereto. In the event that any subsequent PO’s have terms which in any way disagree with these Terms & Conditions, these Terms & Conditions shall have priority and govern, unless such Terms & Conditions are provided by the Buyer.

Delivery

The Vendor is expected to supply and deliver materials and services that comply with the Buyer’s Purchase Order (PO) requirements. The Buyer reserves the right to inspect materials upon receipt and verify conformance to requirements. The Buyer, at its option, may reject and return at Vendor’s risk and expense, or retain and correct, any goods and materials that fail to conform to the requirements of the Purchase Order.

Certifications of Conformance

Certifications of Conformance are required with each delivery, as specified in technical requirements provided with PO.

Qualifications

Persons performing work on the Buyer’s materials shall be qualified with established competence as appropriate by the Vendor.

Communication

The Vendor will communicate with the Buyer’s Purchasing Manager should there be any questions or issues regarding the technical requirements or general terms and conditions of the PO.

Vendor Performance Metrics

The Buyer will track and monitor the Vendor’s performance. Should the Vendor’s performance be deemed unsatisfactory, the Buyer will expect the Vendor to provide explanation and / or written corrective action.  Failure of the Vendor to respond to Corrective Action requests may be cause for withholding future Purchase Orders, PO cancellation, and / or removal from Approved Vendor Listing.

Record Retention

The Vendor will maintain quality records for a period of at least 5 years.

Nonconforming Products

 The Vendor must notify the Buyer of nonconforming product and obtain approval for disposition. Should it be determined that nonconforming material was released to the Buyer for any reason, the Vendor will notify the Buyer without undue delay.

Changes

The Vendor must notify the Buyer of changes in product, processes, suppliers, or manufacturing facility location prior to making such changes, and obtain the Buyer’s approval.

Packaging

All materials shall be packaged in a manner that ensures materials are protected from damage or contamination during handling and transit. Materials and accessories used in packaging shall be clean and free of contamination. The Buyer will assume no responsibility for the Vendor’s packaging design or performance.

Process & Product Audits 

The Buyer reserves the right of on-site process and / or product audit at the supplier’s facilities. The Buyer also reserves this right for our customer and regulatory authorities. Right of access will be provided to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.

Ethical Behavior 

The Vendor must ensure that employed persons and subcontractors are aware of their contribution to the Buyer’s product conformity and product safety, and the importance of ethical behavior.