TERMS AND CONDITIONS
Alpha Aluminum Products, Inc (hereinafter “Alpha”) hereby submits the attached Quote for the sale of product to the Customer identified in the Quote (hereinafter “Customer” or “Buyer”). The Quote is (i) in specific response to a request by Customer, (ii) is therefore confidential as to the Customer, (iii) the sole and exclusive property of Alpha, and (iv) not to be transmitted, disseminated or provided to any third party without the prior written consent of Alpha. The Quote is expressly subject to the terms and conditions set forth below and upon Alpha’s receipt of a purchase order by the Customer, these terms and conditions shall become part of the transaction evidenced by said purchase order.
(1) Products – Alpha shall supply the products described in the Quote in accordance with: (a) information the Customer has provided to Alpha; (b) the standards and specifications set forth by Alpha with regard to its products; (c) Alpha’s best practices at the time the purchase order is issued; and (d) the terms and conditions of the purchase order, subject to approval by Alpha. If information or lack of information indicates that additional or alternate products are required, Alpha will recommend such additional or alternations to the Customer as quickly as practical. Please note, additional manufacturing/freight charges may apply.
(2) Documentation – Alpha is creating a manufactured assembly based on customer supplied information. Alpha is relying on customer supplied information to be accurate. Alpha reserves the right to request from Buyer, should the need arise, the drawings, reports, designs, specifications or other information necessary to ensure manufacturing and performance tolerances and measurements are satisfied. Failure to provide any documentation requested by Alpha may delay the manufacturing process. No liability shall attach to Alpha due to any delays resulting from a breach of this provision.
A. Upon receipt of an Alpha order confirmation, it is mandatory that within 24 hours of receipt by customer, any changes, modifications or configurations requiring change be communicated to Alpha to ensure final product accuracy. Failure to review an Alpha order confirmation and timely communicate any issues exempts Alpha from any future claim.
(3) Manufacturing Tolerances – Alpha produces manufactured assemblies that include variation based upon standard tolerances set forth by the National Aluminum Association (NAA) and National Manufacturers Association (NMA). The NAA tolerance for Alpha’s extruded aluminum is +/- .044. Alpha’s standard die tolerance is +/- .05. NMA’s standard manufacturing tolerance is +/- .0625. Based on these tolerances any Alpha product received that is greater than +/- .1565 is considered defective and subject to replacement.
(4) Confidentiality – Any documentation provided to Buyer by Alpha or received from Buyer by Alpha under (2) above, shall be confidential in nature and shall be provided for the performance of the purchase order. All copies shall be returned to the respective party upon completion, termination or cancellation of same.
(4) Delivery – All Alpha products shall be manufactured and ready for shipment as indicated on the face of the Order Confirmation (the “Delivery Date”), unless otherwise agreed to by Alpha and the Buyer. Any request for expedited manufacturing or deviation from this schedule must be approved in advance, in writing, by Alpha.
(5) Shipping – All shipments are F.O.B. freight collect, shipping point unless otherwise agreed upon by the both Alpha and the Buyer. Alpha will arrange shipping (as the freight administrator) upon the request of Buyer; however, a 15% freight administration charge will be added to the total shipping price upon invoicing by Alpha.
A. Freight Damage – Alpha products are aluminum and susceptible to freight damage. Alpha’s freight and packaging department takes steps to reduce the likelihood of damage during transit with its Alpha packing program. This program is designed to protect Alpha’s products to the greatest extent possible while keeping freight costs to a minimum for our customers. However, damage does occur. Alpha recommends all customers inspect the Alpha products upon delivery by the freight carrier with all damage noted on the BOL. If damage is not noted on the BOL upon delivery, the freight companies will not accept a damage claim and Alpha, at its discretion, may or may not provide a warranty replacement.
(6) Warranty – Alpha warrants to the Buyer only that the products (i) will be free of material manufacturer defects or will substantially conform to their normal intended commercial use, and (ii) are designed to substantially maintain their durability (“Durability”), for a period not to exceed two (2) years from the date of purchase (the “Warranty Period”), unless such products are not intended to have a normal life of at least two years, or otherwise is subject to being replaced within said Warranty Period, with such warranty being expressly subject to the product being used under normal operating conditions. In the event Buyer intends to make a claim under the warranty granted hereby (a “Claim”), Buyer shall give Alpha notice of such Claim. Alpha shall have thirty (30) days within which to investigate the Claim, including, but not limited to inspection of the product(s) which is the subject of the Claim. If Alpha, after such inspection, determines that indeed the Claim is appropriate, Buyer’s sole remedy(ies) shall be as set forth in Section (7) below.
(7) Remedies – Buyer’s sole and exclusive remedy in the event a product breaks, comes apart or otherwise loses its functionality, and/or Buyer has a warranty claim under Section (6) above, (a “Failure”), and such Failure was a direct result of a design or material defect, then Alpha, at its sole discretion, shall either (a) replace the failed product (excluding installation costs), or (b) if replacement is not commercially practical or cannot timely be made, then Alpha will refund the amount paid for the failed product, exclusive of installation costs and related service (the “Product Price”), prorated over the Warranty Period by multiplying the Product Price, multiplied by a fraction, the numerator of which shall be 24 minus the number of months which have elapsed since the Delivery Date of the product, and the denominator of which is 24.
8) Disclaimer – Except for the warranty expressed in Section (6) above, Alpha makes no other warranties, whether express, implied or statutory. In no event shall Alpha be liable for incidental, indirect, special or consequential damages or injuries including, but not limited to, loss of profits, loss of use, loss of business, loss of good will, cost of replacement goods, punitive damages, claims of third parties, other commercial loss, damage to related components or any other damage of any kind or form suffered by Buyer.
A. Claims arising from work of others - Alpha expressly disclaims any liability directly or indirectly related to product claims arising from the work of others. Others include but are not limited to the following contractors; framing, drywall, glazer, installers (any trade), painters, wallcovering and flooring.
(9) Invoicing – Alpha will invoice for parts, and any related freight, upon shipment of such parts to the location that the purchaser and Alpha have agreed upon.
(10) Payment – Buyer shall pay the total amount due (the “Invoiced Amount”) as set forth on the Quote within the time frame set forth on said Quote (the “Due Date”). Payment of the Invoiced Amount after the Due Date may, at Alpha’s discretion, be subject to late-payment penalty of 1.25% per month.
(11) Integration – These terms and conditions in addition to any other terms and conditions as set forth on the Quote shall constitute the entire agreement between Alpha and Buyer and shall be governed by the laws of the State of California.