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Terms and Conditions of Sale

Entire Agreement.  This form sets forth the agreement of COMMERCIAL METAL FORMING (Seller) to supply goods, as described in this agreement (Products), to the Buyer.  Acceptance is limited to the terms in this document and both sides of an invoice form, unless an authorized representative of the Seller has agreed upon changes in writing.  If the Buyer's form of communication states terms different from or additional to those in this agreement, this agreement will be deemed a notification or objection to, and a rejection of, such terms.  The terms set forth on both sides of an invoice form constitute the entire agreement between the parties and supersede all previous communications between the parties, either oral or written.

Prices.  Prices quoted are based on current costs of labor and material and are subject to change, without notice, to those prices in effect at the time of shipment.  On sales made subject to freight allowances, such allowances will be limited to actual weight and a corresponding charge or credit will be made for any increase or decrease in freight rates.  Any taxes impose on the manufacture, sale, or delivery of and Products will be charged to the Buyer in addition to the prices in this agreement.

Delivery.  Seller will not be liable for a delay in delivery not in excess of a reasonable time after the date of delivery specified in this agreement.  Seller will not be liable for any delay in delivery nor for failure to complete any order if such delay or failure is due to fire, strikes or other labor troubles, accidents, acts of terrorism, transportation delays, shortages of material or machinery, government action inhibition to obtain any necessary permits or any other cause beyond the control of Seller, and in the event of any such occurrences, Seller may, at its election, cancel this order or any part thereof.

Payment.  If, in the Seller's absolute discretion, Seller determines that the credit of the Buyer is impaired, or the Buyer fails, or will fail to pay Seller, Seller will have the right to require payment for Products in advance of delivery, to change the method of payment, to terminate this agreement as to any remaining shipments, or to exercise any other rights Seller may have at law or in equity. All payments related to the purchase of products or services from Seller are due by the 30th day following the date of Buyer's receipt of an invoice from Seller relating to such products or services, and no discount is allowable in consideration of payment on or before such due date. Seller reserves the right if payment has not been made by the due date to withhold further deliveries and to take whatever action (legal or otherwise) Seller believes to be appropriate to facilitate collection of all amounts due and to recover the products in question. You agree that Seller may charge interest on all overdue amounts at a per annum rate equal to the higher of (a) 2% per month, or (b) the highest rate permitted by Ohio law.

Limitation of Warranties and Claims.  Seller warrants, for a period of one hundred eighty (180) days from the date of delivery that the Products conform to the specifications of any other party.  Seller extends this warranty to the Buyer only and not to Buyer's successors, assigns, affiliates or any third party to which the Buyer is or may be obligated, including but not limited to the Buyer's vendee.  SELLER EXPRESSLY MAKES THIS WARRANTY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED SELLER EXPRESSLY DISCLAIMS ANY OTHER WARRANTY ARISING BY STATUTE OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP OF TITLE, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.  This warranty will be null and void in the event that 1.) The Buyer uses the Products in an improper or unauthorized application, subjects the Products to unusual or abnormal wear, or makes improper or unauthorized repairs or modifications to the Products. 2.) The Buyer fails to permit Seller to examine, and, if necessary, test such Products and investigate such Products and investigate such claims at Seller's plant, with freight prepaid by the Buyer, or 3.)  The Buyer fails to make a written claim delivered to Seller within thirty (30) days after the date the Buyer discovers the defect.  No Products may be returned without Seller's prior written consent.  The Buyer's remedy for defective Products will be limited to repairs, replacement, or credit, at Seller's option.  In no event will Seller's liability in connection with an order or any Products shipped or for any other alleged breach of this agreement, exceed the invoice price of Products with reference to which such claim occurs and under no circumstance will Seller be liable for labor charges incidental or consequential damages. Title to, and risk of loss for, products passes from Seller to Buyer upon shipment from Seller's facility. Loss or damage that occurs during shipping is at your sole risk and responsibility.

Technical and Engineering Service.  Any and all designs, plans, drawings, specifications, advice relative to health or safety conditions, and all other technical and engineering services (“information”) of Seller are furnished solely for the review and approval of the Buyer and its engineers.  Seller makes no representation or warranty with respect to the accuracy or sufficiency of such information and Seller will not be liable with respect to such information whether or not so reviewed and approved by the Buyer or its engineers.

Termination.  The Buyer may not terminate this agreement for any reason without the prior written consent of Seller.  Any termination by Buyer will be subject to charges for material and labor incurred plus reasonable overhead and profit applicable to the order up to the time of termination.  Seller may terminate this agreement upon 15 days prior written notice to Buyer.

Assignment.  In Seller's absolute discretion, any part of this agreement may be performed by any affiliate of Seller and any successor or Seller's business and Seller's rights under this agreement may be enforced by any such affiliate and/or successor.

Tools and Dies.  Any charge in the sums listed as Tools covers cost of construction or adaptation of Dies and/or Tools owned by Seller and any additional such equipment necessary in fabricating the Products.  All such equipment is the property of Seller.

Patents.  Nothing in this agreement creates a license of Seller's patents and the Buyer agrees that it will not infringe question or in any way impair the validity of any patents or trademarks of the Seller regarding the Products sold.

Indemnity.  The Buyer hereby indemnifies Seller against any and all claims for patent or trademark infringement and against any damages incurred by Seller from infringement by use of the Products by the Buyer.

Returns.  No Products may be returned for credit without Seller's prior written consent.  Products accepted for return will be subject to inspection and restocking charges.

Special Products.  Orders for Products developed at the Buyer's request or manufactured to meet the Buyer's specifications or requirements are not subject to cancellation or return without full payment of development costs.

Governing Law.  The laws of the State of Ohio govern this agreement.  Seller's waiver of any breach of this agreement or Seller's failure to exercise any right or privilege of this agreement shall not be construed as a waiver of any term, provision, right, privilege or breach of any other provision nor shall it be deemed a waiver of any provisions of a subsequent agreement with the Buyer.