Terms and Use

1. Agreement to Provide Services and/or Products

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The acknowledgment by Continental International. (“Seller”) to its customer (“Purchaser”) named thereon (the “Acknowledgement”) constitutes Seller’s acceptance of Purchaser’s order for the goods and/or services specified in the Acknowledgement (“Purchaser’s Order”) solely in accordance with the terms set forth in these Terms and Conditions of Service.  The Acknowledgment includes these General Terms and Conditions and any documents of the Purchaser or Seller attached to the Acknowledgment.  The Acknowledgment contains the entire agreement between Purchaser and Seller with respect to the matters set forth in it and supersedes any previous sales agreements, orders, arrangements, communications, or negotiations, whether oral or written, between the parties.  Reference to any request for proposal, quotation or purchase, or other order of Purchaser will not in any way modify any differing terms and conditions of the Acknowledgment but will incorporate additional terms of the proposal or purchase order to the extent specifically identified in the reference of, if not specifically identified in the reference, all terms to the extent not differing from any terms and conditions of the Purchase Order.  Seller hereby objects to all such differing terms and conditions of any referenced Purchaser document.  The Acknowledgment may be canceled or modified by the Seller without notice at any time before acceptance by the Purchaser.  The acceptance of the Purchaser’s Order in the Acknowledgment is expressly conditional on the Purchaser’s assent to the terms in the Acknowledgement that are additional to or different from the terms in the Purchaser’s Order or other prior documents with respect to Purchaser’s Order.

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2. Purchaser Objection and Cancellation

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1. Purchaser may object to any terms or conditions of the Acknowledgement differing from the referenced Purchase order by delivering to Seller written notice specifying the objection within five (5) business days after the date of the Acknowledgment. If Purchaser does not deliver any such objection within the time specified, Purchaser will be deemed to have accepted the Acknowledgement. The Acknowledgement limits the Purchaser’s acceptance to the term and conditions set forth in the Acknowledgement, and no different or additional terms and conditions proposed by the Purchaser in its written objection or Purchaser’s Order will in any way be incorporated in the Acknowledgment unless thereafter specifically agreed to in writing by Seller’s authorized representative.  Seller’s shipment of samples or final product does not waive its objections to any different or additional terms and conditions contained in Purchaser’s written object or constitute acceptance of them without such written agreement.  Once accepted by Purchaser, the Acknowledgement may not be modified except in writing and executed by both an officer of the Purchaser and a duly authorized representative of the seller.
2. After acceptance of the Acknowledgment, the Purchaser may not cancel the Seller’s work specified in the Acknowledgment except upon terms that will fully compensate the Seller against loss, including reasonable charges for administrative, supervisory, and overhead expenses. Seller reserves the right to run and/or furnish the entire amount of products/services specified in the Acknowledgment at Seller’s convenience, holding finished products in stock for Purchaser release. Seller’s agreement to change in specifications after such production will not relieve Purchaser from its obligation to pay the price of all production already made.
   
3. Purchaser will be responsible to buy any excess inventory stocked by the Seller if sufficient lead time notification is not given to the Seller of the cancelation of the ongoing purchase of any part.

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3. Proprietary and Confidential Information

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1. Unless otherwise stated, the Purchaser will maintain all information by the Seller as proprietary and confidential.
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2. Suppliers and sub-suppliers are proprietary information and the Purchaser will not use any information to use any supplier or sub-supplier directly or indirectly.
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3. If necessary, Seller will make tools and dies to produce the products as specified in the Acknowledgment. If so, as stated in the Acknowledgement, Purchaser will be required to reimburse the Seller for initial tooling costs. All tooling will remain the property of the Seller unless otherwise agreed upon with the purchaser.

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4. Prices and Confidential Information

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1. Unless otherwise stated, the price(s) stated in the Acknowledgment is good for 30 days and are not guaranteed for more than 30 days after the date of the Acknowledgment. Seller reserves the right to change the quoted prices at any time thereafter.
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2. Unless otherwise stated, the price(s) stated in the Acknowledgment are F.O.B., Fort Wayne, at Seller’s address or other location specified on the face of the Acknowledgment and do not include any shipping charges or cost of insurance. Prices also do not include any applicable sales taxes or similar charges.

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5. Terms and Collection

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1. If Purchaser has obtained credit approval for an open account with Seller, invoices are payable per the agreement, if no agreement, payable within 30 days of invoice. The purchaser can obtain such credit approval by submitting to the Seller the information required on the Seller’s standard form credit application and the Seller’s reasonable satisfaction with the submitted information and the other credit information Seller obtains from reliable rating sources.
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2. If Purchaser does not obtain credit approval for an open account with Seller, payment terms are cash in advance of production, whereby Purchaser must pay the entire price specified in the Acknowledgment before Seller will ship samples and/or any final products or services.
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3. Seller is not obligated to begin any services or production of samples or other products until Seller has obtained credit approval or paid cash in advance of production.
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4. If any invoice is not paid when due or within agreed credit terms (whichever is sooner), Purchaser will pay and be liable for all of Seller’s expenses of collection. Expenses of collection include but are not limited to expert witness fees and fees charged by collection agents or other persons who assist in collection.

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6. Delivery.

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Dates of shipment and/or delivery on the Acknowledgment are estimates and are not guaranteed. Seller is not liable for changed estimates because of delays in ordering, changes in the availability of raw materials, and press and processing time because of customer’s orders received after the date of estimate.  In any event, Seller is not liable for delay in shipment and delivery of products if an act of God, fire, labor dispute or any other contingency beyond the control (force majeure) occurs and Seller has notified Purchaser promptly when the force majeure arises, whether before shipment or after placing the shipment with a common carrier and before delivery of the shipment to Purchaser.

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7. Risk of Loss.

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As stated in the Acknowledgment otherwise agreed in writing by Seller, the risk of loss becomes the Purchaser upon placement of the shipment with the specified common carrier.

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8. Inspection.

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Purchaser may inspect all goods at Seller’s plant or the other agreed delivery location, as is convenient to Purchaser, within ten (10) days after delivery, for patent defects or other noncompliance with specifications.  If the Purchaser determines that the goods are defective or otherwise noncompliant, the Purchaser may request a replacement of the non-compliant goods. Return of non-compliant goods will be at the Seller’s expense after Purchaser has received a Return Material Authorization (RMA) number from the Seller.

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9. Warranties, Remedies, and Limitation of Liability.

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Seller provides the following warranties to Purchaser:

1. If within one (1) year from the date of manufacturing, any of the goods and/or services that are manufactured applied, affixed, or otherwise fabricated or supplied by Seller are found to be (i) defective in service by reason of defects in material or workmanship, (ii) not to conform strictly to the specification, drawings or sample specified, furnished or approved by Purchaser, the Seller will replace such items, F.O.B. destination, or as otherwise mutually agreed by the Seller and Purchaser.
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2. Seller agrees to use its best efforts to advise, consult and work with Purchaser in the design of the Purchaser’s end product. Nevertheless, Seller cannot provide any warranties to Purchaser with respect to rubber, metal, synthetic substrates, coatings, or other raw materials obtained from Seller’s suppliers. ACCORDINGLY, EXCEPT AS EXPRESSLY OTHERWISE STATED IN THE ACKNOWLEDGMENT, THE SELLER DISCLAIMS AND MAKES NO WARRANTIES OF THE FITNESS OR SUITABILITY FOR USE OR FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCTS OR SERVICES TO BE FURNISHED TO THE PURCHASER PURSUANT TO THE ACKNOWLEDGMENT.
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3. Seller warrants that it has and will comply with all federal, state, and local laws, statues, ordinances, rules regulations, and codes (“Applicable Law and Regulations”) applicable for Seller’s provision of the products and/or service specified in the Acknowledgment, except that Seller will have no responsibility for the compliance of the product specified in the Acknowledgment with Applicable Laws and Regulations.
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4. Purchaser will have no remedies for Seller’s failure to perform its obligation under the Acknowledgment other than repair or replacement of products and services or refund of some, or all, of the price paid by Purchaser. Seller will in no event have obligations or liabilities to Purchaser or any other person for loss of profits, loss of use, or incidental, special, or consequential damages, whether based on contract, tort (including negligence), strict liability, or any other theory or form of action, even if Seller has been advised of the possibility thereof, arising out of or in connection with the sale, delivery, use, repair or performance of the products and/or services described in the Acknowledgment, or any failure or delay in connection with any of the foregoing. Without limiting the generality of the preceding sentence, Seller will not be liable for personal injury or property damage. In no event will the liability of the Seller arising in connection with the products and/or services provided pursuant to the Acknowledgment exceed the actual price paid by the Purchaser to the seller for the products and/or services delivered.
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5. Seller will not be liable to Purchaser for any claim brought by Purchaser more than one (1) year after goods or completion of services pursuant to the Acknowledgment, and such claims are thereafter barred.

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10. Indemnification.

Purchaser will defend, indemnify and hold Seller harmless against any and all claims, damages, expenses (including reasonable attorney’s and expert witness fees and out-of-pocket costs), or other damages incurred by Seller as a result of any infringement of any copyrights, trade secrets, patents or other intellectual property of any third party resulting from Seller’s use of Purchaser’s artwork, design, layout, plans, specifications, text or other intellectual property furnished or specified by Purchaser for the products and/or services specified in the Acknowledgment.

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11. Applicable Law and Remedies.

The Acknowledgment will be deemed a contract made under and governed by the laws of the State of Indiana  All proceedings with the respect to any disputes arising out of the Acknowledgment of these Terms and Conditions of Service included therein must be brought exclusively before the State or Federal courts sitting in the State of Indiana.

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Continental International    October 1, 2020