STANDARD TERMS AND CONDITIONS

Allegheny Coatings Terms & Conditions herein apply to the following legal entities: Diversified Coatings Inc.; Diversified Coatings, LLC.

 

HEADINGS NOT CONTROLLING

The headings of these Terms & Conditions are solely for organization and reference and shall not affect their interpretation. Where the Contract requires, items stated in the plural herein shall be deemed to mean the singular and vice versa.

 

DEFINITIONS

“Customer” means the person, firm or company identified on the face of the Contract with whom Allegheny is Contracting. “Conditions” means the standard terms and conditions making up the Contract and includes any special terms and conditions agreed in writing between Allegheny and the Customer, including these Terms & Conditions stated herein. “Contract” means the contract between Allegheny and the Customer for the sale of the Products upon the terms and conditions set forth herein, and in the Allegheny’s Quotation. “Quotation” means Allegheny’s written description of Products to be provided and prices for providing such. “Products” means the products, services, or expertise (including without limitation (i) any installment of the products or (ii) some or all of the Products and in the case of installment some or all of the Products in that installment) which Allegheny agrees to supply under the Order. “Order” means any order sent to Allegheny for the supply of Allegheny‘s Products will be accepted entirely at the discretion of Allegheny and if so accepted will only be accepted upon these Conditions, in writing by the Allegheny. Each Order that is so accepted shall constitute an individually legally binding Contract between Allegheny and the Customer. “Allegheny” means Allegheny Coatings.

 

APPLICABILITY/ACCEPTANCE OF TERMS

Unless otherwise provided, the sale of any Products and/or services described herein by Allegheny, shall be governed solely by the Conditions and such other provisions as may be agreed upon in writing by duly authorized representatives of Allegheny. Any oral understandings are expressly excluded. Customer‘s acceptance of the Contract shall be deemed complete upon Customer’s: (i) silence; (ii) issuance of a written acknowledgement; (iii) issuance to Allegheny of an Order, Purchase Order, or other such written request for work; (iv) acceptance or use of goods and/or services covered under an Order; or (v) other authorization to proceed. Customer‘s acceptance is expressly limited to the Conditions contained in the Contract, including these Terms & Conditions, and the Quotation, and any other additional, or conflicting terms, including but not limited to, any such provisions contained or referenced in, or attached to, Customer’s acknowledgement, Customer’s Purchase Order Form, specifications, or any other documents, shall be wholly inapplicable and shall not be binding in any way on Allegheny. Allegheny shall not be deemed to have waived these Conditions if Allegheny fails to object to such Customer provision. No waiver, modification or addition to these Conditions shall be effective unless agreed to in writing explicitly identifying the change and signed by an authorized representative of Customer and Allegheny. These Conditions shall apply to any Order for goods and/or services whether or not they are referenced in such Order. Allegheny reserves the right to reject any Order submitted for its acceptance.

 

CONFLICTING PROVISIONS

In the event of any conflict between these Conditions and the provisions contained in any purchase order, confirmation, supply agreement, or other similar document issues to Allegheny by Customer, the provisions of these Conditions shall prevail.

 

ASSIGNMENT

Customer shall not assign this Contract or any Purchase Order or any portion thereof without the advance, written consent of Allegheny. Allegheny shall not have any obligation to an assignee of Customer unless such consent is obtained. 

 

WAIVER

Failure by Allegheny to assert all or any of its rights upon any breach of these Conditions shall not be deemed a waiver of such rights with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. No waiver of any right shall extend to or affect any other right Allegheny may possess, nor shall waiver extend to any subsequent similar or dissimilar breach.

 

 

COMMERCIAL TERMS & CONDITIONS

• A valid purchase order is required prior to processing any order.

• Prepayment is required for all new customers. Once three (3) credit references have been reviewed and credit is approved, Net 30 day payment terms may be granted.

• All packaging and dunnage will be provided by the Customer; outbound packaging will utilize received inbound packaging for the Customer.

• The Customer is responsible for coordinating and paying for all freight expenses. All quotes are FOB Ridgway, PA or Fremont, IN.

• PPAP documentation can be provided for a one-time fee, including internal salt spray testing and evaluation. Independent testing will be quoted separately.

• Certifications of processing and quality standards are available for a processing fee per invoice.

• Tooling or fixturing charges are as quoted and must be paid in full prior to part processing.

• A material stocking fee may be applicable for sourcing small quantities of materials not in regular inventory.

• Credit card transactions will be subject to a transaction fee. All major credit cards are accepted.

 

 

ADDITIONAL PROCESSING ASSUMPTIONS, DISCLAIMERS & APPLICABLE FEES

Upon receipt of work, we assume that its existing condition, as supplied by, has been engineered and designed to withstand the metal finishing treatment necessary to obtain the specified end requirement.

• Spray processing may exhibit slight fixture marks on the surface of the part.

• Bulk processing, such as dip spin or minicoater processes, may exhibit touch marks or minor processing inconsistencies such as impact marks or bunching.

• Parts requiring plating removal will be subject to an incremental stripping charge.

• Parts requiring cleaning beyond standard washing will be subject to an incremental cleaning charge.

• Allegheny Coatings will process mixed parts, excluding sorting, at an incremental cost at the Customer's direction.

• Masking requirements must be explicitly indicated by the customer along with the purchase order issuance and may be subject to additional fees.

• Special minicoater processing may be deemed necessary under the Company's discretion to ensure proper quality of finish based on part size and geometry.

• Plated parts may be subject to a hydrogen bake-out service for an additional charge at the Customers direction.

• Plated parts may not demonstrate a completely uniform finish thickness due to the Faraday effect.

• A valid purchase order is required prior to processing any order.

 

 

LIMITATION OF LIABILITY

Customer understands that even after employing all scientific methods known to Allegheny, hazards still remain in metal finishing. Customer, therefore, agrees that Allegheny’s maximum liability for any and all claims arising directly or indirectly from the performance of its obligations under any Contract or Agreement with Customer, including any warranty set forth herein, whether resulting from breach of Contract, breach of warranty, tort, Products liability, negligence or otherwise, shall not exceed the purchase price of the particular goods and services which are the subject of the claim or dispute, as indicated in the Allegheny Quotation. UNDER NO CIRCUMSTANCES SHALL ALLEGHENY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR LOSS OF BUSINESS, LOST PROFITS, OR ANY OTHER ECONOMIC LOSS, OR ANY INCIDENTAL, EXEMPLARY, INDIRECT, LIQUIDATED, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF ALLEGHENY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

The Customer, by contracting for metal finishing services, agrees to accept the limits of liability as expressed in this statement to the exclusion of any and all other provisions as to liability that may be set forth in the Customer’s own invoices, purchase orders or other documents. If Customer proposes a different or additional liability provision, the same must be agreed to in writing and signed by an officer of Allegheny before such provisions are accepted. In such event, Customer understands that a different charge for services may be agreed on, reflecting the higher risk to Allegheny and that no work will be started until both Customer and Allegheny have signed an agreement setting forth the new charges and terms of liability. Otherwise, the terms set forth herein are binding on the Customer.

 

It is agreed by the Customer and Allegheny that the inability to discover a defect within a reasonable period of time after the receipt of a shipment of processed material, not to exceed five (5) business days, will not void the limitation of liability contained in this agreement. It is the Customer’s obligation to notify Allegheny if it does not agree to the limitation of liability contained herein and a failure on the part of the Customer to do so in writing before work starts will be deemed as acceptance of this limitation of liability. Allegheny makes no express or implied warranties and specifically disclaims any implied warranty of fitness for a particular purpose or merchantability, as to the performance or capabilities of the material as processed, or the metal finishing. The aforementioned limitation of liability stated above is specifically in lieu of any express or implied warranty, including any implied warranty of merchantability or fitness, and any other such obligation on the part of Allegheny. Allegheny’s liability to the Customer shall cease once any further processing, assembling or any other work has been undertaken by the Customer or any third party.

 

INTELLECTUAL PROPERTY INDEMNITY

Customer shall indemnify and hold harmless Allegheny in the event any Product or service to be furnished under the Purchase Order is to be made in accordance with drawings, samples, specifications or other instructions designated by Customer, and the completion of such Product or service results in a legal claim or suit claiming that any such Products provided or furnished hereunder infringes any United States patent, copyright, or other protected intellectual property, which has issued at date of Contract.

 

Customer agrees to pay the amount of any final judgment against Allegheny resulting from a legal claim or suit claiming that any Products provided or furnished hereunder infringes any United States patent, copyright, or other protected intellectual property, which has issued at date of Contract, and Allegheny’s reasonable costs and expenses in defense of such suit if Customer does not undertake the defense thereof, provided Customer is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.