Controlling Provisions
All sales and quotations made by Eagle Performance Plastics, Inc. (a division of Eagle Supply & Plastics, Inc.) are expressly subject to the following Terms and Conditions which shall replace all conflicting terms and conditions of Purchaser’s order. These Terms and Conditions may not be modified, superseded, varied, or added to except by a written contract signed by an authorized representative of Eagle Performance Plastics, Inc. and delivered to Purchaser. These Terms and Conditions will control over any conflicting provisions of all prior proposals, negotiations, orders, instruments, representations, or other documents, if any, with respect to any and all sales and purchase transactions. Any terms in Purchaser’s order or confirmation which are inconsistent herewith are expressly rejected, and shall not be binding on Eagle Performance Plastics, Inc. Any act or omission of Eagle Performance Plastics, Inc. in failing to raise objections to any inconsistent or additional terms or conditions of Purchaser shall not constitute a waiver of these Terms and Conditions.
General Information
- Eagle Performance Plastics, Inc. welcomes orders by telephone, facsimile, U.S. mail, electronic mail, or through its website. Your offer to purchase will be considered as accepted when we provide written confirmation by return facsimile, U.S. mail, electronic mail, or via the internet.
- Eagle Performance Plastics, Inc. supports blanket orders, yearly contracts, and multi-year contracts.
- All orders received and accepted are considered binding legal obligations subject to these Terms and Conditions.
- All orders are FOB shipping point and normally shipped freight prepaid and added. Title and risk of loss pass to Purchaser upon delivery by us to the freight carrier, whether sold with freight.
- Manufacture, shipment, or delivery will be subject to any prohibition, restriction, or regulation imposed by federal or state governmental department, agency, official, or other subdivision thereof, and Eagle Performance Plastics, Inc. shall not be liable for any delay or failure to perform, in whole or in part, caused by any such prohibition, restriction, or regulation, or by any other cause outside of its control.
Quotations and Published Prices
Quotations automatically expire thirty (30) calendar days from the date issued, unless otherwise stated in the quotation, and are subject to withdrawal by written notice from Eagle Performance Plastics, Inc. within that time period. Prices shown on any published price lists and/or other published literature issued by Eagle Performance Plastics, Inc. are not unconditional offers to sell. Prices are subject to change without notice. All orders as accepted by Eagle Performance Plastics, Inc. are subject to prices in effect at the time of shipment. Applicable sales tax will be added unless a current exemption certificate of Purchaser is on file.
Tolerances and Deviations
Eagle Performance Plastics, Inc will hold the tolerances stated on the customer print. If Eagle cannot achieve the tolerances listed on the print, we will note the deviation directly on the quote. Tolerances cannot always be achieved for many reasons including part design, material considerations, and stresses in the material.
If no tolerances are listed on the customer print, Eagle Performance Plastics, Inc. assumes that general shop tolerances of (+/-) 0.015” will be acceptable.
Credit Terms
Standard terms are net 30 days from date of invoice with approved credit. Invoices not paid within 30 days may be assessed a service charge of 1.5% per month (or fraction thereof) or the maximum contract rate permitted by law, whichever is greater. Eagle Performance Plastics, Inc. deems that, by reason of the financial condition of Purchaser or otherwise, the continuance of production or shipment of an accepted order on the terms specified is not justified, Eagle Performance Plastics, Inc. may require a full or partial payment in advance. If Purchaser fails to make payments in accordance with these Terms and Conditions, Eagle Performance Plastics, Inc. may defer or hold further shipments until such payments are made, or may terminate the purchase and sale contract, and Purchaser shall not be entitled to any off-set, claim, or recoupment against Eagle Performance Plastics, Inc. by reason of any such action.
New Customers
To establish credit, Purchaser should request a business credit application and business information packet. Full and proper completion of the forms and authorized signatures on all application and information documentation is required. Eagle Performance Plastics, Inc. reserves the right to require personal guarantees from Purchaser in establishing credit.
Ship Quantity
Eagle Performance Plastics, Inc. ships quantities in accordance with Purchaser requests. However, on custom orders and fabricated parts, quantity shipped may vary (+/-) 10% from quantity ordered. Eagle Performance Plastics, Inc. reserves the right to ship (+) 10% of any order for materials and parts in lengths less than standard. If Purchaser’s quantity requirements are exact, please discuss specifications with your Eagle Performance Plastics, Inc. Customer Service Representative.
Delivery
Delivery dates quoted by Eagle Performance Plastics, Inc. in its documents provided to Purchaser, if any, are approximate and are estimated based on prompt receipt of all necessary information regarding the goods covered by the order or contract. Eagle Performance Plastics, Inc. will make reasonable efforts to meet any quoted delivery dates, but cannot be held responsible for failure to do so.
Intellectual Property
The sale and delivery of goods to Purchaser shall in no way transfer to Purchaser any right of ownership in patents, copyrights, trademarks, technologies, designs, specifications, drawings, or other intellectual property of Eagle Performance Plastics, Inc. (or its suppliers) which may be incorporated into the materials, products, or other goods delivered hereunder.
Warranty
Eagle Performance Plastics, Inc. warrants that all standard shapes shall, at time of shipment, meet the manufacturer’s specifications and be free from defects or will be subject to replacement. Tolerances and manufacturing standards may vary from manufacturer to manufacturer on the same product. Please advise of specifics if your needs are critical. All parts or components fabricated by Eagle Performance Plastics, Inc. will be in accordance with Purchaser prints, drawings, and specifications and will be free of defects in material and workmanship at the time of shipment. The liability of Eagle Performance Plastics, Inc. for any defective or nonconforming 3 goods shall be limited, at the sole discretion of Eagle Performance Plastics, Inc., to either (1) the repair of any defective or nonconforming goods, (2) replacement of defective or nonconforming goods, or (3) cancellation of the invoice and return of the purchase price following return of the goods by Purchaser. In no event shall Eagle Performance Plastics, Inc. be liable for Purchaser’s anticipated profits, or incidental, special, or consequential damages.
EAGLE PERFORMANCE PLASTICS, INC. MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED BY OPERATION OF LAW, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. EAGLE PERFORMANCE PLASTICS, INC.’S LIABILITY PURSUANT TO ANY WARRANTY SHALL BE LIMITED PURSUANT TO THESE TERMS AND CONDITIONS TO THE REPAIR OR REPLACEMENT OF THE MATERIAL SOLD OR REPAYMENT OF THE PURCHASE PRICE. UNDER NO CIRCUMSTANCES SHALL EAGLE PERFORMANCE PLASTICS, INC. BE LIABLE FOR PERSONAL INJURY, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGE TO OTHER PROPERTY, WHETHER SUCH DAMAGES ARISE FROM OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. EAGLE PERFORMANCE PLASTICS, INC. SHALL HAVE NO LIABILITY TO PURCHASER FOR LOSS OF BUSINESS, BUSINESS INTERRUPTIONS, OR LOST PROFITS. IN NO EVENT SHALL EAGLE PERFORMANCE PLASTICS, INC.’S LIABILITY ON ANY WARRANTY OR CLAIM WHATSOEVER EXCEED THE COST OF THE MATERIALS SOLD.
EAGLE PERFORMANCE PLASTICS, INC. SHALL HAVE NO LIABILITY FOR PATENTS, TRADEMARKS, TRADE DRESS, OR COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF TRADE SECRETS WITH RESPECT TO ANY GOODS DELIVERED.
Sales Tax
Eagle Performance Plastics, Inc. is required to charge state and local tax when a sales tax exemption certification has not been signed and provided to us. When ordering, please indicate clearly if any item is tax exempt and determine that a current exemption certification is in our file.
Cancellations
Undelivered parts of any order approved and accepted under these Terms and Conditions may be canceled by Purchaser only with the written approval of Eagle Performance Plastics, Inc. In the event that Purchaser petitions for bankruptcy relief or makes an assignment for the benefit of creditors, or in the event that Eagle Performance Plastics, Inc. for any reason feels insecure about Purchaser’s willingness or ability to perform its obligations under these Terms and Conditions, Eagle Performance Plastics, Inc. shall have the unconditional right to cancel the sales transaction or demand full or partial payment in advance. In the event of cancellation of orders for special materials and fabricated parts by either party, Purchaser shall pay to Eagle Performance Plastics, Inc. all reasonable costs and expenses that have been incurred prior to cancellation, including the cost of materials ordered, plus the usual rate of profit for similar work. The minimum cancellation charge shall be 15% of the contract price.
Claims
Purchaser is responsible for inspecting all parts, materials, and goods upon delivery. Claims for shortage or breakage, for any reason, must be made within ten (10) days of receipt of shipment. Failure to give notice of any discrepancies in writing within ten (10) days of receipt of shipment shall constitute a waiver by Purchaser of all claims in respect to the parts, materials, or goods received. No claim will be allowed unless approved by an authorized representative of Eagle Performance Plastics, Inc. Goods shall not be returned without a Return Authorization Number for Eagle Performance Plastics, Inc. All goods returned may be subject to a restocking charge.
Returns
A Return Authorization Number must be obtained prior to any return shipments. On orders shipped in error, Eagle Performance Plastics, Inc. will issue full credit, including reasonable charges for freight. Returns for other reasons will be subject to certain conditions. Specifically ordered materials and fabricated parts may not be returnable. Standard materials may be subject to restocking charges. Eagle Performance Plastics, Inc. is not responsible for any direct or indirect loss which may result from material failure, improper storage, neglect, or misapplication of the product. Prepaid freight for return shipments may be required. Eagle Performance Plastics, Inc. does not accept charge backs or penalties for disputed orders.
Remedies of Eagle Performance Plastics, Inc.
Purchaser agrees that any of the following shall constitute an event of default, which shall enable Eagle Performance Plastics, Inc. at its sole option, to cancel any unexecuted portion of any order, or to exercise any right or remedy which it may have by law: (1) the failure of Purchaser to perform any Term or Condition contained herein; (2) the insolvency of Purchaser or its failure to pay debts as they mature, an assignment by Purchaser for the benefit of its creditors, the appointment of a receiver for Purchaser for the materials covered by this order, or the filing of any petition to adjudicate Purchaser bankrupt; (3) the death, incompetence, dissolution, or termination of existence of Purchaser; (4) a failure by Purchaser to provide adequate assurance of performance within ten (10) days from a justified demand by Eagle Performance Plastics, Inc.; or (5) if Eagle Performance Plastics, Inc., in good faith, believes that Purchaser’s prospect of performance under these Terms and Conditions is in doubt.
Upon default by Purchaser, Purchaser agrees to reimburse Eagle Performance Plastics, Inc. for all attorney fees and court costs incurred in connection with such default. All rights and remedies of Eagle Performance Plastics, Inc. herein are in addition to, and shall not exclude, any rights or remedies that Eagle Performance Plastics, Inc. may have under applicable law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorney fees, will be added to the balance due from Purchaser.
Information and Recommendations by Eagle Performance Plastics, Inc.
All statements, technical information, and recommendations contained in any writing or publication of Eagle Performance Plastics, Inc. are presented in good faith, based upon data or information believed to be reliable. Purchaser is cautioned, however, that Eagle Performance Plastics, Inc. does not guarantee the accuracy or completeness of this information and it is the responsibility of Purchaser to determine the acceptability and suitability of parts, materials, products, and goods in any given application.
Non-Waiver
Any failure of Eagle Performance Plastics, Inc. to insist upon strict compliance with any Term or Condition herein shall not be deemed to be a waiver of any right or remedy of Eagle Performance Plastics, Inc. hereunder, nor of its right to insist upon strict compliance of the same or any other Term or Condition of sale in the future. No waiver nor any conflicting term or condition of sale shall be valid unless in writing and signed by an authorized representative of Eagle Performance Plastics, Inc.
Governing Law
Unless otherwise agreed in writing, any agreement or transaction arising pursuant to any purchase order or other sales transaction shall be governed by the laws of the State of Wisconsin. The parties shall have such rights and remedies as set forth in the Wisconsin Uniform Commercial Code except as varied by the Terms and Conditions herein. Eagle Performance Plastics, Inc. and Purchaser agree that any dispute, claim or litigation arising hereunder shall be heard and determined by one of the Outagamie County Circuit Courts in the State of Wisconsin, and the parties agree to submit the jurisdiction of that court.
Interpretation and Severability
These Terms and Conditions shall not be construed against the party preparing them, but as if all parties jointly prepared them. Should any provision contained herein be held to be invalid, illegal, or unenforceable under applicable law, such provision(s) shall be fully severable, and these Terms and Conditions shall be construed and enforced as if such invalid, illegal, or unenforceable provision(s) had never been made a part hereof.
Entire Agreement
These Terms and Conditions, along with the purchase order and all attachments thereto and any written acceptance or acknowledgment of Eagle Performance Plastics, Inc., shall constitute the entire, complete, and exclusive agreement of the parties with respect to the purchase and sale of goods. No course of dealing or usage of the trade are applicable unless expressly incorporated herein. No additional or different terms and conditions appearing on the face or reverse side of any purchase order used or supplied by Purchaser shall become a part of these Terms and Conditions except as expressly provided hereunder. All other prior or contemporaneous representations, warranties, covenants, or agreements with respect to the subject matter are hereby replaced and superseded.