Terms and Conditions

Terms & Conditions

Terms & Conditions of Sale

As used herein, the term Purchaser shall mean the company who contracts to buy Products from Hope Industries, Inc. Sales entered into by the Purchaser are expressly subject to the terms and conditions set forth below. As used herein, the term "Products" shall mean goods purchased from Hope Industries. All capitalized terms used, but not defined herein, shall have the same meaning ascribed to them in the Terms of Use and Privacy Policy each of which are incorporated herein by reference. TERMS OF USE Except as otherwise provided herein, Purchaser's placement of an order for Products confirms its agreement with each of the terms of Hope Industries' Terms and Conditions of Use, the Privacy Policy, these Terms and Conditions of Sale and the terms of Hope Industries' order acknowledgement and invoice for Products. These Terms and Conditions of Sale apply unless Purchaser has signed a separate purchase agreement with Hope Industries governing Purchaser's purchase of Products in which case the terms of any such signed agreement shall govern. Purchaser represents that it is acquiring the Products for end use and not for resale. Purchaser agrees that no order shall be deemed to have been accepted unless and until it is verified and accepted by Hope Industries which may be by means of shipment of Products. Purchaser represents and warrants to Hope Industries it will restrict the ordering of Products on its behalf to those people within its organization who have express authorization to purchase Products on Purchaser's open account. PRICES Prices for the sale of Products are FOB Madisonville, TN unless otherwise offered in writing and do not include non-standard packaging, tariffs, or other governmental charges which Hope Industries might be required to pay or collect under any existing or future law with respect to the sale, transportation, delivery, storage, installation or use of any of the Products. All prices are subject to change to account for changes in raw material costs and Purchaser’s specifications. QUOTATIONS Quotes are valid for 30 days from the date of quotation unless otherwise stated and supercede all previous quotes. Quoted prices are always subject to increased raw material costs at the time of an order. Delivery time for any tooling or fixtures offered as part of a quotation is subject to the receipt of final drawings and specifications, and the resolution of questions or exceptions taken to specifications which may require a technical discussion between the Purchaser and Hope Industries. Quotations offered for Product from tooling provided by the Purchaser is subject to achieving shot weight and cycle time parameters estimated or provided by the Purchaser. Quotations may provide proprietary information and are provided to the Purchaser with the understanding it will be used for internal purposes and may not be disclosed to any third party or be used to quote products similar to or as a substitution for Products quoted by Hope Industries. SALES TAX. Prices provided are exclusive of all city, state and federal taxes, including without limitation taxes on manufacture, sales, receipt gross income, occupation, use and similar taxes. Hope Industries is required to charge applicable state and local tax on items for which sales tax exemption certification has not been previously provided and any such tax will be added to the invoice as a separate charge to be paid by the Purchaser.. PAYMENT TERMS - DOMESTIC ORDERS (Products shipped to location(s) in the contiguous United States). For Purchasers with established credit, standard terms for products other than tooling are receipt of payment within 30 days after the date of the invoice, or as negotiated with Purchaser and Hope Industries. Standard terms for Tooling are 1/3 with order, 1/3 with sample submission and 1/3 on approval of tooling or with an order for Product. If credit is not established, terms are payment with order. See Credit Application to apply for credit. All payments must be in the currency billed by Hope Industries. Late payment may cause the addition of a finance charge to an account balance. Late payments will accrue interest at the rate of 1.5% per month. Purchaser hereby grants to Hope Industries a security interest and lien on all Tooling in the possession of Hope Industries. PAYMENT TERMS - INTERNATIONAL ORDERS (Products shipped to location(s) outside the contiguous United States). Unless otherwise agreed, all export sales are made on the condition that Purchaser (a) make full payment in advance of shipment, (b) open an irrevocable letter of credit in favor of Hope Industries prior to shipment payable by sight draft drawn against such letter of credit, or (c) establish satisfactory credit with Hope Industries prior to shipment. At Hope Industries' option, export orders may be subject to special export payment terms and quotations. Cash or other discounts are not allowed. All payments must be in the currency quoted or shown on a pro forma invoice. If an open account Purchaser fails to make a full and timely payment, Hope Industries may defer shipment of other orders, or may cancel all or any part of any unshipped order until such payment is made. CREDIT BALANCE. Purchaser agrees that any credit balances issued to it by Hope Industries for Products purchased will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND HOPE INDUSTRIES SHALL HAVE NO FURTHER LIABILITY IN RELATION THERETO. FREIGHT POLICY. Freight on all Products ordered is normally prepaid to Purchaser's place of business anywhere in the contiguous United States, using routing of Hope Industries' choice and added to the invoice unless otherwise stated in the quotation. Other terms apply to Alaska, Hawaii, Puerto Rico and export orders. Contact Hope Industries for further information. Any extra charge incurred for additional services, such as Purchaser's carrier or special handling at the destination, must be paid by Purchaser. If any Product is backordered on an order qualifying for freight prepayment, that item will be shipped prepaid as Purchaser's exclusive remedy. Title to and risk of loss pass to Purchaser on delivery to the common carrier. If Product is damaged in transit, Purchaser must file claim with the carrier. OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION. Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances contained in Products manufactured by Hope Industries can be obtained by contacting Hope Industries. RETURN POLICY. Any Product which is determined by Hope Industries to be defective in material or workmanship within thirty (30) days from date of receipt may be returned only in the event a Return Material Authorization ("RMA") has been obtained from Hope Industries. To obtain a RMA, contact the Hope Industries' Quality Assurance Department. Any defective Product will be replaced with comparable or replacement product or a credit issued in the amount of the purchase price, at Hope Industries' option. Purchaser agrees that by purchasing Products the foregoing shall be the exclusive remedy available for any defective Product. WARRANTY DISCLAIMER. EXCEPT FOR PRODUCTS MANUFACTURED BY THIRD PARTIES OTHER THAN HOPE INDUSTRIES, NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN REFERENCE TO A SPECIFIC PRODUCT IS MADE OR AUTHORIZED BY HOPE INDUSTRIES. HOPE INDUSTRIES HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION. HOPE INDUSTRIES HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY PRODUCT. LIMITATION OF LIABILITY. HOPE INDUSTRIES SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, INCIDENTAL AND/OR SPECIAL DAMAGES REGARDING THE SALE OR USE OF A PRODUCT EVEN IF THE POTENTIAL FOR SUCH DAMAGES HAS BEEN DISCLOSED TO HOPE INDUSTRIES. HOPE INDUSTRIES' LIABILITY FOR PRODUCT DEFECT CLAIMS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO PURCHASER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PURCHASER. THIS WARRANTY GIVES PURCHASER SPECIFIC LEGAL RIGHTS, AND PURCHASER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. PRODUCT SUITABILITY.Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes which may vary from those in neighboring areas. As such, not all Products may be sold by us in all jurisdictions. While Hope Industries attempts to assure that Products it manufactures comply with such codes, it cannot guarantee compliance, and cannot be responsible for how a Product is used. Before Purchaser purchases and uses a Product, Purchaser should review the national and local codes and regulations and be sure that Purchaser's use of the Product will comply with the same. PRODUCT INFORMATION. Hope Industries' ability to keep Product information accurate and up-to-date is limited by the ability and willingness of manufacturers and other industry sources to provide product information. HOPE INDUSTRIES MAKES NO WARRANTIES, EXPRESS OR IMPLIED AS TO THE ACCURACY OF ANY DATA REGARDING PRODUCTS MANUFACTURED BY THIRD PARTIES. CANCELLATION.Any cancellation of a Product order, once confirmed, must be pre-approved by Hope Industries and may be subject to restocking and other charges. To cancel a confirmed order, please contact Hope Industries. SECURITY INTEREST. On any sales on open account, Purchaser hereby grants to Hope Industries a priority lien, purchase money security interest and/or chattel mortgage in the Products and in any accounts receivable or cash from resale thereof until full payment is made to Hope Industries for Products purchased. On request of Hope Industries, Purchaser agrees to file any financing statements or other appropriate document with all applicable governmental authorities to assure the validity, priority, and enforceability of Hope Industries' lien. Purchaser agrees to inform Hope Industries immediately if it intends to use any import financing. ASSIGNMENT. Purchaser shall not assign any order for a Product or any interest therein, without the prior written consent of Hope Industries. Any actual or attempted assignment without Hope Industries' prior written consent shall be void and shall entitle Hope Industries to cancel such order without liability. TRADEMARKS AND COPYRIGHTS. Purchaser acknowledges that it has no right, title or interest in the trademarks, copyrights or other intellectual property rights of Hope Industries as regards the Products, and Purchaser covenants that it will take no action to register or otherwise interfere with any such rights. FORCE MAJEURE. Hope Industries shall not be liable for any delay in or impairment of performance resulting in whole or in part from any Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship a Product or obtain any necessary government permits, licenses, supplies or raw materials, or any other circumstances or causes beyond the control of Hope Industries in the conduct of its business. COMPLETE AGREEMENT. These Terms and Conditions of Sale when combined with Hope Industries' invoice, Privacy Policy and Terms and Conditions of Use of this Site represent the entire agreement between the parties with respect to the subject matter hereof. Language contained in any digital or written instrument from Purchaser to Hope Industries serving to modify the terms of any of the foregoing shall be of no effect. SEVERABILITY. If any provision of these Terms and Conditions of Sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other provisions hereof, which together shall be construed as if such illegal and unenforceable provision or provisions had not been included herein. GOVERNING LAW; LIMITATIONS. The relationship between Purchaser and Hope Industries in relation to the Products shall be governed by and construed in accordance with the laws of the State of Tennessee, United States of America. Any legal action with respect to any transaction must be commenced within one year after the cause of action has arisen. The provisions of the Uniform Commercial Code as adopted by the State of Tennessee, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply. DISPUTE RESOLUTION. Actions by Hope Industries for nonpayment by Purchaser of the purchase price of Products sold by Hope Industries, or for redress of other breaches by Purchaser of these Terms and Conditions of Sale, may be brought by Hope Industries, at its option, before any court of competent jurisdiction in the State of Tennessee. At Hope Industries' option, disputes between Purchaser and Hope Industries, including all claims for non-performance by Hope Industries, shall be finally settled by arbitration in Madisonville, Tennessee, USA, under the Rules of the American Arbitration Association, which Rules with respect to matters not regulated by them shall incorporate the UNCITRAL arbitration rules by one or more arbitrators appointed in accordance with said Rules applying these Terms and Conditions of Sale and consistent provisions of the laws (except conflict of law rules) of the State of Tennessee, USA. ADDITIONAL TERMS Tooling Policy As used herein, the term "Tooling" shall mean molds, fixtures, dies, or other equipment used by Hope Industries to supply Product. Unless otherwise stated in writing and except as may be modified by operation of law, ownership of any tools used to manufacture Product shall remain with the Purchaser, and Purchaser shall at its sole expense, remain responsible for the maintenance, repair and replacement of such Tooling. Upon written notice from Hope Industries of the inability of Tooling to yield Product meeting specifications, and the Purchaser does not authorize tooling repair of replacement at its expense yet still requires Product then the Purchaser will be deemed to have assumed responsibility for defective Product. At its sole option, Hope Industries may notify the Purchaser to retrieve Tooling within 30 days or be entitled to a reasonable storage fee. Hope Industries is committed to providing quality service to ALL customers including care and storage of their tooling. Routine cleaning is provided and if damage to Tooling results from negligence we will repair it without charge. Our policy for Tooling supplied by Hope Industries is also to provide maintenance during the warranty period. The warranty period in effect for tooling supplied by Hope Industries is the time to produce and ship a predetermined amount of Product as stated in our quotation. Our policy for maintenance or repair required due to wear or failed components on Purchaser-supplied Tooling are the Purchaser’s responsibility. The repair cost will be estimated and, after an order is received and work is complete, charged to the customer on a time and materials basis. Payment terms for such repair are materials cost due with order, balance due 30 days after completion. Hope Industries shall have no liability for consequential, incidental and/or special damages regarding the repair or modification of Purchaser-supplied Tooling. Hope Industries’ liability for such damages shall not exceed the labor cost paid for the repair or modification. INTERNATONAL ORDERS COUNTRY OF IMPORTATION. Purchaser represents that it is purchasing the Products for the purpose of exporting them from the United States and importing them to the country specified in Purchaser's purchase order. Purchaser represents and warrants to Hope Industries that the Products will be shipped to that destination in compliance with the laws of such country, and that there will be no re-export or diversion thereof. If requested by Hope Industries, Purchaser shall provide documentation satisfactory to Hope Industries verifying delivery at the designated port of entry. EXPORT AND IMPORT LICENSES; PERMITS AND FREIGHT FORWARDER. Purchaser shall be responsible for obtaining and paying for all permits, licenses, or other governmental authorization(s) necessary for the exportation or importation of the Products into the designated country of importation, and Purchaser shall comply with all laws and regulations thereof as regards the import, transportation, handling, sale and/or use of the Products. Purchaser shall select and pay the freight forwarder who shall be considered Purchaser's agent. The freight forwarder's actions shall not be deemed authorized by, or binding upon, Hope Industries unless expressly agreed to by Hope Industries in writing. FOREIGN CORRUPT PRACTICES ACT. Purchaser acknowledges that it is neither an agent nor a representative of Hope Industries. Purchaser represents and warrants to Hope Industries that it shall comply with all laws in relation to its sale and/or use of the Products and will not pay anything of value to any government employee in connection with the sale of the Products. © 2011 Hope Industries Inc.