Terms & Conditions
These Terms and Conditions of Sale (the “Terms”) apply to all sales of any goods or products (the “Products”) by Spencer Products to any Buyer and are the exclusive terms and conditions of sale. All offers by Spencer Products to sell Products are expressly conditioned on Buyer’s assent to and acceptance of these Terms. Spencer Product’s acceptance of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different or other terms and/or conditions contained in any purchase order or other document by or from Buyer or on Buyer’s web site are hereby objected to and rejected by Spencer Products. If not previously accepted, Buyer accepts the Terms by accepting delivery of the Products. In the event of any claimed conflict between these Terms and other alleged terms and conditions contained in any other document, these Terms shall control and take precedence over any other alleged terms and conditions, with any conflict to be resolved in favor of these Terms. All accounts more than Ten (10) days past due are subject to credit hold. Visa, MasterCard and American Express are taken on the day of shipment only. Spencer Products may refuse to make shipment unless previous invoices have been honored and satisfactory credit has been established. Spencer Products reserves the right to charge interest at the rate of 18% per annum (1.5% monthly) or at the highest rate available under applicable law, to any account balance exceeding the terms set forth herein. It is understood and agreed that Purchaser will pay, to the extent permitted under law, all reasonable costs and expenses, including attorney’s fees and costs incurred by Spencer Products in connection with any collection action for payment of the amounts due herein.
These Terms, together with the quantity, price and delivery schedule for the Products, and Buyer’s Credit Application, if any, constitute the complete and final agreement and understanding between Spencer Products and Buyer relating to the Products and supersede all prior oral or written communications, agreements, understandings, representations, statements, and assurances between the parties.
Spencer Products warrants only that the Products shall be substantially in accordance with Spencer Product’s published specifications for the Products, if any, or to the written specifications for the Products agreed to in writing by an authorized representative of Spencer Products, if any. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SPENCER PRODUCTS HEREBY EXPRESSLY DISCLAIMS ALL SUCH OTHER WARRANTIES.
Spencer Products will not be liable or held responsible for any delays or losses resulting, directly or indirectly from Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials, or shipments of Product, war, riots, shortages and any other circumstances or causes beyond our reasonable control.
Consult Spencer Products Representative for pricing information. Pricing is subject to change without notification.
Exworks Spencer Products Headquarters, Twinsburg, OH or one of our many branch locations. All rights reserved and title to Products transfers to the Buyer upon delivery to the carrier.
Unless otherwise stated with the Order, Purchaser will pre-pay for any freight costs associated with the delivery of Product to its destination. Local delivery charges may apply. Any extra or additional charges or services rendered in transit or at the destination will be the responsibility of Purchaser, including without limitation duties, subsidies, insurance, brokers fees and surcharges, unless Spencer Products agrees in writing to be responsible for and pay such charges. Title and risk of loss will pass to Purchaser upon delivery to the common carrier.
The acceptance of shipments by common carrier shall constitute a delivery to the Buyer and Spencer Products shall not be responsible for the Products damaged or lost in transit.
Orders to be Exported (Outside United States)
If an Order is intended for export outside of United State. Purchaser will notify Spencer Products of the export and the Order is subject to Spencer Products’ prior approval. Provided the Order is accepted, Purchaser agrees that the Products will be shipped to the specified destination in compliance with the laws of such country. No re-export or diversion will occur. Purchaser will be responsible for obtaining and paying for all licenses, permits or similar governmental authorizations necessary for the exportation and importation of the Product. All costs associated with exportation and importation of the Product, including the selection and use of freight forwarders, will be the sole responsibility of Purchaser. At the time of Order, Purchaser agrees to inform Spencer Products of any certificates of origin requirements or other special documentation, packaging or product marking or labeling, but Spencer Products shall not be responsible for providing any such documentation, packaging, marking or labeling, unless expressly agreed by Spencer Products.
Order quantities may be increased or decreased to standard cartons.
Typographical and clerical errors are subject to correction
If the Buyer claims Products are not as warranted, he/she must notify Spencer Products within 30 days of delivery. All returns of standard cartons received within 30 days of shipment are subject to a restocking fee to be determined at the time of return. No Products shall be returned without written return authorization from a Spencer Products representative.
Once Buyer places an order with Spencer Products, Buyer is responsible for receiving and making payment for the Products ordered. However, if Buyer desires to cancel an order before the Products are delivered, Buyer must notify Spencer Products immediately, and Spencer Products will investigate the status of Buyer’s order to determine whether any portion of the order can be cancelled without cost to Spencer Products or its suppliers Buyer agrees to pay for Products in process, work undertaken to fulfill the order, or other cancellation or restocking fees charged by Spencer Products or its suppliers.. If quoted or acknowledged as non-cancellable /non-returnable no cancellation will be accepted.
No claims for shortage in weight or count will be allowed unless made in writing and presented with in seven (7) working days of receipt of material.
Occasionally Spencer Products may provide technical information regarding our products. This information may take the form of product specifications and standards, manufacturer’s catalog information, or package information. It may be communicated verbally, by email or in paper form. In no case is Spencer Products responsible for the accuracy or completeness of this information or its relevance to any particular application. We suggest products based on our experience but cannot provide product applications advice beyond providing you with the available technical documentation regarding the product. Spencer Products makes no recommendation, warranty or representation as to the suitability of the Products for Buyer’s application, use, end-product, process or combination with any other product or substance, or as to any results Buyer might obtain in Buyer’s use(s) for the Goods. Before using any Product the Buyer must evaluate it and determine if it is suitable for the intended application. The Buyer assumes all risks and liabilities associated with such use.
Exclusive Remedy and Limitation of Liability:
Buyer’s exclusive remedy and Spencer Product’s sole liability hereunder shall be limited to a refund of the purchase price paid by Buyer for that portion of the Products shown to be other than as warranted or, at Seller’s option, rework, repair or replacement of that portion of the Products shown to be other than as warranted. Spencer Products shall not be liable beyond the exclusive remedies set forth hereunder, including for Buyer’s manufacturing costs, labor, alternative purchases, cover goods, extra freight, replating, plating, lost profit, good will, recall costs or other indirect, special, exemplary, punitive, incidental or consequential damages , whether arising out of breach of warranty, negligence, strict liability in tort or other causes. To the extent permitted by law, Spencer Products shall not be liable for, and Buyer assumes all liability for, all personal injury and property damage connected with the handling, transportation, or further manufacture, fabrication, assembly, or processing of the Products.
Hydrogen Embrittlement: Certain electroplated parts are subject to Hydrogen Embrittlement which can cause unexpected, delayed catastrophic failure when assembled or when subjected to stress in application and usage. Depending on the application, such failure may result in property damage, personal injury or even death. The risks associated with hydrogen embrittlement in fasteners are well documented. Spencer Products can provide you with information to assist you in managing such risks if requested. In any case, the Buyer should test the fastener product in assembly conditions prior to full production for failure conditions inherent to the assembly or assembly environment and assumes all risks associated with the use of Hydrogen Embrittlement susceptible fasteners and processes.