Purpose: This draft is prepared for legal counsel review and redline. It is intended to capture API International commercial policy, operational intent, and risk allocation positions before final approval and publication.
1. ACCEPTANCE OF ORDERS
All quotations, acknowledgments, sales, shipments, and transactions by Seller are expressly subject to these Terms and Conditions of Sale. “Seller” means API International, Inc. and its affiliates; “Buyer” means the person or entity purchasing products; “Products” means all goods, materials, and services supplied by Seller; “API Officer” means Seller’s President, Chief Executive Officer, Vice President of Sales and Marketing, or Vice President of Operations.
No order shall become binding upon Seller until accepted by Seller in writing or by shipment. Notwithstanding the foregoing, Seller reserves the right to accept, reject, modify, or cancel any order in whole or in part, at any time and for any reason.
2. BATTLE OF THE FORMS
Seller expressly rejects any terms contained in Buyer’s purchase orders, supplier portals, websites, acknowledgments, electronic procurement systems, or other documents that differ from or supplement these Terms and Conditions.
Shipment, performance, acceptance of payment, or participation in procurement systems shall not constitute acceptance of Buyer’s terms.
Seller expressly rejects any terms incorporated by reference through websites, supplier portals, hyperlinks, online policies, or electronic procurement systems unless specifically accepted in writing an API Officer.
3. CONTRACT HIERARCHY
These Terms and Conditions shall govern all transactions between Buyer and Seller.
Any modification must be contained in a separately negotiated written agreement executed by an API Officer.
No employee, representative, salesperson, customer service representative, engineering employee, or other personnel shall have authority to modify these Terms and Conditions.
4. QUOTATIONS
Unless otherwise stated in writing, all quotations expire at the close of the next business day following issuance.
Seller may, in its sole discretion, honor, modify, reject, extend, or renew any expired quotation.
Quotations are provided for informational purposes only and do not constitute an offer to sell.
5. PRICING
Seller reserves the right to revise pricing at any time prior to order acceptance to reflect changes in raw material costs, freight costs, tariffs, duties, governmental surcharges, supplier pricing, exchange rates, or market conditions.
Seller reserves the right to correct clerical, typographical, pricing, freight, specification, lead time, certification, product description, and administrative errors at any time prior to order acceptance.
6. MINIMUM ORDER REQUIREMENTS
Unless otherwise approved by Seller, all orders are subject to a minimum order value of Five Hundred Dollars ($500.00).
Certain Products may be subject to minimum manufacturing quantities, raw material yield requirements, mill minimums, foundry minimums, supplier minimums, packaging minimums, or production run requirements.
Seller may accept orders below minimum requirements without establishing any future obligation to do so.
7. PAYMENT TERMS
Unless otherwise agreed to in writing by Seller, payment terms shall be Net Thirty (30) Days from the date of invoice.
All orders are subject to Seller’s credit approval and continuing credit review.
Seller reserves the right to require deposits, progress payments, milestone payments, advance payments, credit card payment, letter of credit, or other payment security as a condition of sale.
Buyer shall not offset, deduct, back charge, withhold, reduce, or otherwise adjust payment of any invoice without Seller’s prior written authorization.
Seller reserves the right to apply payments to any outstanding invoice in Seller’s sole discretion.
Past due balances shall accrue a finance charge of one and one-half percent (1.5%) per month, or the maximum amount permitted by applicable law, whichever is less, until all amounts are paid in full.
Buyer shall be responsible for all collection costs, collection agency fees, attorney fees, court costs, expert witness fees, and other expenses incurred by Seller in collecting amounts owed by Buyer.
8. TAXES AND EXEMPTION CERTIFICATES
Buyer shall be responsible for all applicable sales, use, excise, value-added, gross receipts, or similar taxes, duties, assessments, fees, or governmental charges arising from the sale, delivery, or use of products, excluding taxes based upon Seller’s income—whether such taxes is assessed prior to or after delivery to Buyer of the Products.
Buyer claiming exemption from any tax shall provide Seller with valid exemption documentation acceptable to the applicable taxing authority prior to shipment. Seller may rely upon exemption documentation provided by Buyer in good faith.
Buyer shall pay for and indemnify, defend, and hold harmless Seller from any taxes, penalties, interest, assessments, costs, or expenses arising from inaccurate, invalid, expired, incomplete, or otherwise defective exemption documentation provided by Buyer.
Seller reserves the right to collect and remit taxes where required by applicable law regardless of prior transactions or historical tax treatment.
9. CREDIT APPROVAL AND SUSPENSION
All orders are subject to Seller’s credit review and approval.
Seller may establish, modify, reduce, suspend, or revoke credit terms at any time.
Seller may suspend shipments, releases, production, order processing, or performance under any order if Buyer fails to make timely payment or if Seller reasonably believes Buyer’s financial condition has deteriorated.
Seller may require evidence of financial viability, advance payment, cash in advance, letter of credit, or other security satisfactory to Seller prior to further performance.
Seller may suspend or cancel shipments under existing purchase orders, Master Orders, release schedules, forecasts, or other commitments until acceptable payment arrangements have been established.
10. MASTER ORDERS, FORECASTS, AND RELEASES
Seller may purchase materials, reserve production capacity, schedule labor, and make supplier commitments based upon Buyer’s Master Orders, forecasts, release schedules, historical demand, or other planning information.
Buyer shall remain responsible for raw materials, work in process, finished goods, supplier commitments, setup costs, and related expenses reasonably incurred in support of Buyer’s requirements.
Seller reserves the right to invoice such costs if releases are delayed, reduced, canceled, or materially modified.
Forecasts, planning schedules, and Master Orders may be relied upon by Seller for capacity planning, inventory management, material procurement, and supplier commitments.
11. DELIVERY
All delivery dates are estimates only and shall not constitute a guarantee of delivery.
Seller reserves the right to make partial shipments and invoice such shipments separately, at their sole discretion.
Seller shall not be liable for delays caused by suppliers, subcontractors, carriers, logistics providers, governmental agencies, or other third parties beyond Seller’s reasonable control except if finally adjudicated that Seller acted with gross negligence or willful misconduct.
12. STORAGE CHARGES
Products completed and ready for shipment that are delayed at Buyer’s request, due to Buyer’s failure to provide shipping instructions, or due to Buyer’s inability to accept delivery may be invoiced upon completion.
Seller reserves the right to assess reasonable storage, handling, warehousing, insurance, and administrative charges beginning thirty (30) days following the original scheduled shipment date.
13. SHIPPING TERMS AND RISK OF LOSS
Unless otherwise agreed in writing, all shipments shall be FCA Seller’s shipping location (Incoterms 2020).
Risk of loss transfers to Buyer upon delivery of Products to the carrier.
Seller reserves the right to select the carrier and routing method unless otherwise agreed in writing.
Freight arranged or paid by Seller is provided solely as a convenience to Buyer and shall not alter the transfer of risk.
Buyer shall inspect shipments immediately upon receipt and promptly report any visible shortages or transportation damage.
Seller may, but shall not be obligated to, assist Buyer in the filing and administration of freight claims.
Seller’s participation in any freight claim process shall not constitute acceptance of liability for transportation loss or damage.
14. INSPECTION AND ACCEPTANCE
Buyer shall inspect all products immediately upon receipt.
Buyer must provide written notice to Seller within five (5) business days following receipt of the products of any visible shipping damage, freight shortage, quantity discrepancy, incorrect product shipment, or other non-conformance reasonably discoverable through normal receiving inspection.
Failure to provide such written notice within the five (5) business day period shall constitute acceptance of the products with respect to such conditions.
Buyer shall not alter, install, machine, weld, coat, paint, process, or otherwise incorporate allegedly non-conforming products into downstream assemblies before Seller has been provided a reasonable opportunity to inspect and evaluate the products.
Seller shall have the right to inspect and evaluate any allegedly defective or non-conforming product prior to authorization of replacement, repair, credit, or refund.
The inspection and notification requirements contained in this Section apply only to conditions reasonably discoverable upon receipt and inspection of the products.
Claims involving latent defects, material defects, manufacturing defects, or other conditions not reasonably discoverable through normal receiving inspection shall be governed exclusively by Section 16, Warranty.
15. RETURNS
No products may be returned without Seller’s prior written authorization.
Approved returns of standard catalog products shall be subject to inspection and a minimum restocking charge of twenty-five percent (25%).
Returned products must be unused, undamaged, and suitable for immediate resale as determined by Seller.
Buyer shall be responsible for all return freight, handling, and transportation charges unless Seller determines the return resulted from Seller’s error.
The following products are non-cancelable and non-returnable: (1) Custom manufactured products; (2) Modified products; (3) Special order products; (4) Drawing-controlled products; (5) Engineered-to-order products; and (6) Products procured specifically for Buyer
16. WARRANTY
Seller warrants that products supplied by Seller shall conform to Seller’s applicable specifications and shall be free from defects in material and workmanship for a period of twelve (12) months from the date of shipment.
Seller’s sole obligation and Buyer’s exclusive remedy shall be repair, replacement, or credit at Seller’s option.
For Products, components, materials, or items not manufactured by Seller, Seller’s warranty obligation shall be limited to the warranty, if any, provided to Seller by the applicable manufacturer or supplier, to the extent such warranty is transferable.
Seller makes no warranty beyond those expressly stated herein.
Seller does not warrant customer supplied designs, customer supplied specifications, customer supplied calculations, customer supplied performance requirements, or product suitability for a particular application.
This warranty does not apply to misuse, improper installation, improper maintenance, unauthorized modification, accident, negligence, improper storage, corrosion, environmental exposure, or normal wear and tear.
Buyer must provide written notice of any warranty claim within thirty (30) days after discovery of the alleged defect and within the applicable warranty period.
17. LIMITATION OF LIABILITY
Seller’s total cumulative liability arising out of or relating to any quotation, order, product, service, transaction, or these Terms and Conditions of Sale, regardless of the legal theory (including but not limited to contract, tort, negligence, strict liability, or otherwise), shall not exceed the lesser of (i) the purchase price of the specific product or products giving rise to the claim, or (ii) the amount of available insurance coverage actually paid to Seller under Seller’s applicable insurance policies for such claim. In no event shall Seller be liable for lost profits, lost revenue, lost production, downtime, installation costs, removal costs, labor costs, contractor costs, engineering costs, testing costs, recall expenses, rental equipment costs, business interruption losses, or any indirect, incidental, special, punitive, consequential, or exemplary damages, even if Seller has been advised of the possibility of such damages.
The limitations and exclusions in this Section shall apply to the fullest extent permitted by applicable law and shall survive termination or expiration of any order or these Terms.
18. PRODUCT APPLICATION RESPONSIBILITY
Buyer acknowledges that Seller is not engaged in the practice of engineering and does not provide engineering, design, system integration, application certification, design validation, or professional engineering services. As a result, Buyer is solely responsible for determining the suitability, design, specification, performance, compatibility, installation, operation, and application of products purchased from Seller.
Seller does not review, validate, certify, approve, or warrant the adequacy of Buyer’s designs, engineering calculations, system configurations, operating conditions, safety factors, code compliance, regulatory compliance, or application requirements.
Any technical information, product discussions, recommendations, material suggestions, calculations, or assistance provided by Seller are for informational purposes only and shall not constitute engineering advice or application approval.
Buyer acknowledges that it has not relied upon Seller for engineering services, design approval, application certification, or determination of product suitability.
19. CUSTOM PRODUCTS
Products manufactured to customer drawings, specifications, modifications, samples, or special requirements shall be considered Custom Products.
Buyer is solely responsible for all drawings, specifications, performance requirements, material selections, engineering requirements, design decisions, regulatory requirements, and technical information supplied to Seller, and shall be responsible to promptly provide Seller with all information necessary for Seller to carry out the requested order.
Orders for Custom Products are non-cancelable and non-returnable once procurement, setup, scheduling, or manufacturing activities have commenced.
Seller shall not be responsible for the adequacy, accuracy, completeness, or suitability of customer supplied specifications or requirements.
20. TOOLING AND INTELLECTUAL PROPERTY
Customer ownership of tooling shall not convey ownership of Seller’s manufacturing methods, CAD models, CNC programs, process documentation, work instructions, manufacturing improvements, trade secrets, proprietary know-how, or intellectual property.
Buyer represents and warrants that all drawings, specifications, designs, and technical information supplied to Seller may be lawfully used by Seller.
Seller reserves the right to suspend performance or cancel orders if Seller reasonably believes continued performance may result in legal liability.
Seller reserves the right to dispose of customer-owned tooling, fixtures, gauges, patterns, molds, dies, or other customer property that has not been used for twenty-four (24) consecutive months after providing reasonable written notice to Buyer.
Buyer shall be responsible for all storage, transportation, handling, and disposition costs associated with customer-owned tooling.
21. INDEMNIFICATION
Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable attorney fees) arising out of or relating to (i) any breach by Buyer of its obligations hereunder; (ii) any personal injury (including death), property damage, or economic loss arising from Buyer’s use, application, installation, or modification of the Products; (iii) Buyer’s failure to comply with any applicable laws, rules, or regulations; (iv) any actual or alleged infringement or contributory infringement of any patent, trademark, copyright, or other proprietary interest resulting from Buyer-supplied designs, drawings, specifications, or instructions; and (v) any customer supplied designs, drawings, specifications, trademarks, patents, copyrights, trade secrets, or instructions. Such obligations shall apply regardless of whether such claims arise from the negligence (active, passive, or concurrent) or other fault of Seller and shall survive termination or expiration of any order or these Terms.
22. COMPLIANCE AND CERTIFICATIONS
Seller shall only be obligated to provide products conforming to regulatory requirements, industry standards, certifications, testing requirements, domestic content requirements, country of origin requirements, or customer specifications expressly identified in Buyer’s request for quotation and specifically accepted by Seller.
Compliance shall not be implied by quotation, order acceptance, shipment, prior transactions, or course of dealing.
Seller reserves the right to charge additional fees for:
Certificates of Conformance (CoC)
Material Test Reports (MTRs)
Country of Origin Certifications
Traceability Documentation
Third Party Inspections
Special Testing
Project Specific Documentation
Regulatory Compliance Documentation
Requests submitted after quotation issuance may result in additional charges, revised delivery schedules, or order rejection.
23. EXPORT CONTROLS AND SANCTIONS
Buyer shall comply with all applicable export control laws, sanctions programs, embargoes, customs regulations, and trade restrictions.
Seller’s products, technical data, documentation, and related information may be subject to United States export control laws and regulations, including but not limited to the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), economic sanctions programs administered by the U.S. Department of Treasury Office of Foreign Assets Control (OFAC), and other applicable trade control laws.
Buyer shall not export, re-export, transfer, disclose, resell, or otherwise make products, technical data, software, documentation, or information received from Seller available in violation of applicable export control laws or regulations.
Buyer shall be solely responsible for obtaining any licenses, approvals, permits, authorizations, or governmental consents required in connection with Buyer’s export, re-export, transfer, disclosure, resale, or use of Seller’s products. In the event Seller is charged or incurs any such costs, fee or other charges, such costs shall be passed on to the Buyer.
Seller reserves the right to refuse, delay, suspend, or cancel any transaction that may violate applicable laws, regulations, sanctions programs, embargoes, or trade restrictions.
Buyer shall indemnify, defend, and hold harmless Seller from any losses, penalties, fines, liabilities, damages, costs, or expenses arising from Buyer’s violation of applicable export control laws or regulations.
24. HAZARDOUS MATERIALS
For any products that may contain potentially hazardous, restricted, or toxic materials or substances, or that are subject to environmental, health, safety, or hazardous waste regulations, Buyer shall promptly provide Seller with all instructions for safe shipping, handling, exposure, storage, and disposal. Buyer shall comply with all applicable federal, state, local, and international laws, rules, and regulations related to such materials, including but not limited to any storage or shipping instructions. Buyer shall defend, indemnify, and hold harmless Seller from any claims, liabilities, costs, or expenses arising from Buyer’s failure to provide accurate information or comply with such requirements.
25. CONFIDENTIALITY
Each party shall protect confidential information received from the other party and use such information solely for purposes related to the parties’ business relationship.
Confidential information includes, but is not limited to, quotations, pricing, forecasts, manufacturing methods, technical information, business plans, commercial terms, and proprietary business information.
The obligations contained in this Section shall not apply to information that: (1) Is publicly available through no fault of the receiving party; (2) Was already known by the receiving party; (3) Is independently developed without use of the confidential information; and (4) Must be disclosed by law, court order, or governmental authority.
26. RECORD RETENTION AND TRACEABILITY
Seller may maintain manufacturing, quality, certification, inspection, and traceability records in electronic or physical form.
Records associated with traceability requirements shall be retained in accordance with Seller’s document retention policies.
Seller shall not be obligated to maintain records indefinitely and shall not be liable for the unavailability of records following expiration of its retention period.
Requests for historical records may be subject to administrative fees and retrieval charges, in amounts and on timelines under Seller’s sole discretion.
27. FORCE MAJEURE
Seller shall not be liable for delays or failures resulting from causes beyond Seller’s reasonable control, including but not limited to Natural disasters, Fire, Flood, Earthquake, Labor disputes, Transportation disruptions, Supplier delays, Raw material shortages, Utility interruptions, Cyber incidents/attacks, Governmental actions, Tariffs, Trade restrictions, Embargoes, Acts of terrorism, War, Civil unrest, Pandemics, Epidemics, acts of God or other similar events.
Seller shall use commercially reasonable efforts to minimize the impact of such events and resume performance as soon as reasonably practicable.
28. ELECTRONIC COMMUNICATIONS AND PAYMENT SECURITY
Electronic communications, electronic signatures, emails, electronic approvals, and electronic purchase orders may be used in connection with transactions between Buyer and Seller and shall be deemed legally enforceable to the fullest extent permitted by law.
Seller shall not be responsible for losses arising from fraudulent, altered, intercepted, or unauthorized communications involving payment instructions, banking information, remittance details, or account changes.
Buyer is responsible for independently verifying any request involving changes to payment instructions through a known and trusted contact method.
29. GOVERNING LAW AND VENUE
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of law principles.
Any litigation, action, or proceeding arising out of or relating to any transaction between Buyer and Seller shall be brought exclusively in the state or federal courts located within the State of Oregon.
Buyer irrevocably consents to the jurisdiction and venue of such courts.
30. SEVERABILITY
If any provision of these Terms and Conditions is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
31. ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement between Buyer and Seller concerning the subject transaction and supersede any conflicting terms contained in Buyer’s purchase orders, supplier portals, websites, acknowledgments, electronic procurement systems, or other documents.
32. REVISIONS
Seller reserves the right to revise these Terms and Conditions from time to time.
The version in effect on the date of Seller’s quotation or order acknowledgment shall govern the applicable
