Standard Terms and Conditions of Sale

These Terms and Conditions of Sale (the “Agreement”) are issued by Weller Metalworks (“Seller”) and apply to all quotations, orders, and sales of goods. Seller is defined as any Weller Metalworks legal entity identified on the applicable quotation, order, acknowledgement, or invoice.

1. QUOTATION: This quotation is voidable by Weller Metalworks 15 days after issue date. Stenographic and clerical errors are subject to correction.
2. BUYER’S PURCHASE ORDER: This quotation is made on the terms and conditions stated herein and no others. Buyer’s acceptance will be limited to the terms and conditions of this quotation. No additional or different terms and conditions stated in any purchase order used by Buyer shall be acceptable unless expressly agreed to in writing by an authorized representative of Weller Metalworks. NOTICE OF OBJECTION is hereby given to any proposed changes, whether major or minor. Buyer’s purchase order issued in response to this quotation shall be deemed an acceptance of all the terms and conditions contained herein and no others.
3. INCORPORATION AND ACCEPTANCE: These Terms and Conditions are posted at Weller Metalworks’ website and are incorporated by reference into every quotation, order acknowledgment, and invoice issued by Weller Metalworks. Buyer’s placement of a purchase order, acceptance of a quotation, or receipt of goods following notice of these Terms constitutes Buyer’s agreement to be bound by them.
4. ENGINEERING CHARGE: The engineering charge covers the cost of engineering, adapting, and fabricating special components. These components are adaptable only to Weller Metalworks fixtures and machines and therefore will not be released from our plant. No further charge will be made except for part design changes made by the Buyer.
5. OWNERSHIP OF TOOLING AND DESIGNS: All engineering drawings, designs, fixtures, and tooling developed or fabricated by Weller Metalworks in connection with an order, including those covered by the engineering charge, remain the property of Weller Metalworks unless otherwise agreed in a signed writing, regardless of whether Buyer has paid an engineering or tooling charge.
6. SPLIT SHIPMENTS: Invoices will be printed at the rate for each quantity shipped where split shipments are requested by the customer. Weller Metalworks reserves the right to make shipment installments unless otherwise expressly stipulated herein or in Weller Metalworks’ written acknowledgement of Buyer’s purchase order. All such installments shall be separately invoiced and paid for when due. Delay in shipment of any installment will not relieve Buyer of its obligation to accept remaining shipments.
7. LIMITED WARRANTY: Weller Metalworks warrants that its goods will be of high quality and free from defects for a period of one (1) year from the date of shipment of order. Weller Metalworks’ sole obligation shall be limited to repair or replacement, at Weller Metalworks’ option, of defective goods during the warranty period. This warranty excludes defects caused by misuse, improper maintenance, modification by Buyer, or failure to follow Weller Metalworks’ specifications. In no event shall Weller Metalworks’ liability exceed the purchase price of the goods.
8. HEAT TREATMENT: Buyer acknowledges that Weller Metalworks does not perform heat treating of parts in house. If parts require heat treating, Weller Metalworks makes no warranty and assumes no liability regarding the selection of heat treater, the effect of heat treatment on parts, or compliance with specifications after heat treatment. Buyer agrees to indemnify, defend, and hold Weller Metalworks harmless from any losses, claims, or damages arising out of such heat treatment.
9. TOOLING/STAMPING DIE WARRANTY: During the time Buyer’s tooling is in Weller Metalworks’ possession, Weller Metalworks shall be responsible for routine maintenance of Buyer’s tooling. Major reconditioning or replacement shall be Buyer’s responsibility. If five (5) years elapse since the last order requiring Buyer’s tooling and Buyer has not requested return of the tooling, Weller Metalworks may dispose of the tooling without liability and may charge Buyer for disposal costs. Weller Metalworks does not warrant tooling after it leaves its facility except for defects directly attributable to Weller Metalworks’ workmanship or materials. Shipping costs and damages in transit are the Buyer’s responsibility.
10. QUANTITIES: Buyer will accept overruns not to exceed 10% of quantity ordered.
11. CHANGES: Modifications above and beyond those originally quoted will be charged on a time and material basis.
12. TOLERANCES: Dimensional tolerances shown on print will be maintained unless otherwise specified by Weller Metalworks in writing.
13. OTHER WARRANTIES AND REPRESENTATIONS: No agent, employee, or representative of Weller Metalworks has authority to bind Weller Metalworks to any representation concerning goods except as specifically stated herein or in a signed writing. THIS AGREEMENT CONTAINS THE ENTIRE WARRANTY OBLIGATION OF WELLER METALWORKS. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION OF THE GOODS CONTAINED HEREIN.
14. DELIVERIES AND FORCE MAJEURE: All goods are sold F.O.B. Weller Metalworks’ facility. Weller Metalworks reserves the right to select carrier and routing unless specified by Buyer. Weller Metalworks shall not be liable for delays due to causes beyond its control, including but not limited to strikes, fires, floods, wars, acts of God, supply chain disruption, or governmental regulations. Weller Metalworks is not responsible for damage or loss in transit.
15. DISCLAIMER OF IMPLIED WARRANTY: WELLER METALWORKS DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, TRADE USAGE, OR COURSE OF DEALING.
16. BUYER’S INSPECTION AND ACCEPTANCE: Buyer shall inspect goods upon arrival and notify Weller Metalworks in writing of any nonconformity within fifteen (15) days. Failure to do so constitutes acceptance and waiver of any claims.
17. LIMITATION OF LIABILITY: To the fullest extent permitted by law, Weller Metalworks’ total liability for any claim arising out of this sale, whether based on contract, tort, or other legal theory, shall be limited to the amount paid for the goods giving rise to the claim. Weller Metalworks shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to lost profits, downtime, or business interruption.
18. MATERIAL: Analysis reports and Certification of Compliance on material will not be furnished unless requested by Buyer at the time of order and may require an additional fee. Scrap from Buyer-supplied material shall become Weller Metalworks’ property unless otherwise agreed in writing.
19. CANCELLATIONS: Buyer will be responsible for all work and material in process at time of cancellation and may be invoiced accordingly. Minimum cancellation charge will be $35.00.
20. PAYMENT TERMS: Orders are accepted on open account to those with approved credit. Terms: 1/2% 10, net 30 days. Past due balances are subject to a service charge of 1.5%per month or the maximum lawful rate until paid in full. Buyer shall reimburse Weller Metalworks for all reasonable costs of collection, including attorney fees and collection agency fees. Weller Metalworks may suspend shipments if Buyer’s financial condition becomes impaired.
21. CONFIDENTIALITY: Buyer shall not disclose or use Weller Metalworks’ proprietary information, designs, or drawings except as necessary to use the goods for their intended purpose.
22. GOVERNING LAW AND VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties agree that exclusive jurisdiction and venue for any dispute shall lie in the state or federal courts located in New Castle County, Delaware, and each party waives any right to a jury trial.
23. MEDIATION: The parties agree to attempt to resolve any dispute arising out of this Agreement through good-faith negotiation and, if unsuccessful, non-binding mediation before initiating litigation. Mediation costs shall be shared equally.
24. RISK OF LOSS & FREIGHT CLAIMS: Risk of loss transfers to Buyer upon shipment. Buyer must inspect packages upon delivery and note any damage on freight documents. Failure to document and report damage promptly may result in denial of claims by the carrier.
25. SEVERABILITY: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.