1. Acceptance: These Terms and Conditions of Sale shall be deemed incorporated into all purchase orders (each an “Order”) placed by the Customer with Rincon Group Holdings, LLC d/b/a Springfield Tool & Die (“Springfield”) and shall govern the purchase of goods under each applicable Order (the “Goods”). Any terms and conditions submitted by Customer that are inconsistent with or in addition to these terms and conditions are not binding upon Springfield unless such inconsistent provision is specifically accepted in writing by an authorized representative of Springfield in a written acknowledgment of acceptance of such Order (each an “Order Acknowledgment”).
2. Pricing and Payment: Unless otherwise specifically stated in an Order Acknowledgement, each Order will be accepted on the basis that: (i) payment must be made to Springfield in U.S. dollars; and (ii) the quoted pricing does not include sales, value added, use, excise or similar taxes, customs or import duties and tariffs, and the costs of certificates of origin or consular invoices or similar documents, which shall all be the sole responsibility of Customer. Unless otherwise specifically stated in an Order Acknowledgement, the purchase price for the Goods shall be due and payable in accordance with terms set forth in the accepted Order and Springfield will invoice Customer for the Goods in accordance with such terms. Interest shall accrue on all past due amounts at the rate of the lesser of one and one-half percent (1½%) per calendar month, or the maximum rate allowed by applicable law, on any balance that remains unpaid after the due date.
3. Delivery: Unless otherwise specifically stated in an Order Acknowledgement, Springfield will use reasonable efforts to comply with the requested delivery date contained in each Order; provided, however, Springfield shall have no liability for any losses arising from or related to any delay in delivery of the Goods. Unless otherwise specifically stated in an Order Acknowledgement, delivery of the Goods shall be made to Customer’s carrier at Springfield’s US facility located at 1130 Rogers Bridge Rd, Duncan, SC 29334 (“Springfield’s US Facility”) and the incoterms shall be EXW at Springfield’s US Facility, with title to all Goods, responsibility for all freight, shipping, packing and handling costs and all risk of loss related to the Goods ordered by Customer shall pass to Customer upon Customer’s designated carrier taking possession of the Goods at the loading docks of Springfield’s US Facility. In the case of a short or damaged delivery, Customer must notify both Springfield and the carrier, in writing, within seven (7) days after delivery by the carrier. Springfield reserves the right to deliver the quantities stated in Springfield’s Order Acknowledgement, subject to deviation not exceeding plus or minus ten percent (10%). Unless specifically stated otherwise in the Order Acknowledgement, Goods shall be shipped in standard commercial packaging. The Customer must identify any hazardous materials requiring special handling or packaging. Additional charges and documentation may be required for hazardous materials shipments. When special packaging is requested or, in the opinion of Springfield is required, the cost, if not specified otherwise in the Order Acknowledgement, will be the obligation of the Customer.
4. Warranty and Limitation of Liability: Springfield represents, warrants and covenants to Customer that the Goods will be manufactured in material compliance with the designs, requirements and specifications provided by the Customer at the time the Goods are delivered to the Customer at Springfield’s US Facility. THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PUPOSE. NO REPRESENTATION AND NO OTHER AFFIRMATION OF FACT WHICH IS NOT EXPRESSLY CONTAINED IN THIS DOCUMENT, WILL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY SPRINGFIELD FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SPRINGFIELD WHATSOEVER. CUSTOMER, HAVING THE EXPERTISE AND KNOWLEDGE IN THE INTENDED USE OF THE GOODS, ASSUMES ALL RISK AND LIABILITY FOR RESULTS OBTAINED BY USE OF THE GOODS BY CUSTOMER AND ITS CUSTOMERS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER MATERIALS. If the Customer, and/or any other purchaser of the Goods from the Customer, makes any claim related to the Goods, Springfield’s liability shall be limited, at Springfield's sole option and at Springfield's expense, to either: (a) replacing any non‑conforming quantities of the Goods with conforming quantities of the Goods at the delivery point; or (b) refunding the purchase price paid by Customer for such non‑conforming Goods. Further, Springfield's obligations under this provision are limited to defects for which Springfield was notified by Customer, in writing, within the fourteen (14) day period immediately following the date the Goods are shipped from Springfield’s US Facility. These are the exclusive remedies for breach of warranty. In no event shall Springfield be liable to the Customer or to any of Customer’s officers, members, directors, employees, agents, shareholders, affiliates, contractors or customers for any lost revenues or profits, downtime, or other economic loss, or any consequential, incidental, special, punitive, statutory, multiple or exemplary damages arising from any cause of action or claim including, but not limited to, breach of warranty, breach of contract, tort, strict liability, failure of essential purpose or any other economic losses, even if Springfield is advised of the possibility of such damages. The maximum liability of Springfield for any and all claims in any way arising out of any Order or in any way related to the Goods including, but not limited to, claims for breach of warranty, breach of contract, tort, strict liability, failure of essential purpose and Springfield’s indemnity obligations, shall in no circumstance exceed the aggregate amount paid to Springfield for the Good(s) giving rise to such liability.
6. Excusable Delay or Nonperformance: Neither party shall be held responsible for any delay or failure in performance, to the extent such delay or failure is caused by fire, flood, explosion, war, strike, terrorism, embargo, new and unexpected government intervention(s), civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party, but excluding financial incapability regardless of the cause (each a “Force Majeure”). The party claiming the benefit of this paragraph shall promptly give verbal notification, promptly confirmed in writing, to the other party of the nature and extent of the matter causing the delay and estimated duration of the suspension period.
7. Default: Springfield may, without prejudice to any other rights it may have, by notice in writing to Customer, terminate any Order if Customer is in breach of any of the terms of any other Order. If Customer is past due on any amount owed Springfield, then Springfield, without prejudice to any other rights, may suspend all or any other deliveries to be made under any Orders from Customer. Customer agrees that if it is necessary for Springfield to enforce collection of any amount due and unpaid, Springfield shall be entitled to recover its attorneys’ fees, and other professional fees and all other costs of collection incurred by Springfield from the Customer.
8. Severability: If any term or provision of these Terms and Conditions is found to be invalid, illegal or unenforceable, the Terms and Conditions shall remain in full force and effect and such term shall be deemed stricken and replaced with an alternate term which, to the maximum extent possible, is enforceable and reflects the intent of the parties as set forth herein.
9. Order Cancellation Policy:
(a) Cancellation Timeframes and Fees. Customer may cancel any Order subject to the following timeframes and cancellation fees: (i) Cancellation notice is given within two (2) business days of Springfield’s issuance of an Order Acknowledgment: Customer may cancel any Order without a cancellation fee, provided that if such Order is designated as “EXPEDITE” on the respective Order Acknowledgment or requires any overtime or weekend work, cancellation shall be subject to Section 9(b) and Customer shall remain liable for all costs and expenses incurred by Springfield in connection with the specific “EXPEDITE” Order prior to the time the cancellation notice is given; (ii) Cancellation notice is given two (2) business days after Springfield’s issuance of an Order Acknowledgment, but before Purchase of Materials or Commencement of Work: Customer may cancel any Order upon payment of a cancellation fee equal to twenty percent (20%) of the total Order value; (iii) Cancellation notice is given after Purchase of Materials but before Commencement of Work: Customer may cancel any Order upon payment of a cancellation fee equal to fifty percent (50%) of the total Order value plus one hundred percent (100%) of the cost of all materials and purchased items incurred by Springfield in connection with such Order; (iv) Cancellation notice is given after Commencement of Work: Customer may cancel any Order upon payment of a cancellation fee equal to one hundred percent (100%) of the total Order value. (b) Expedite Order Cancellations. Orders designated as “EXPEDITE” on the respective Order Acknowledgment or requiring any overtime or weekend work shall be subject to an additional fee equal to a twenty-five percent (25%) surcharge of the applicable cancellation fee computed under subsection (a) above. (c) Partial Cancellations. For multi-line Orders where Customer requests cancellation of only certain components or line items: (i) any cancellation fees shall apply proportionally to the cancelled portions per the same criteria set forth above; (ii) remaining work may be subject to revised pricing due to reduced quantity economics; and (iii) setup costs shall be redistributed across remaining parts as determined by Springfield in its sole discretion. (d) Cancellation Process. Customer must provide written notice of cancellation by email to sales@springfieldtoolanddie.com, clearly identifying the Order at issue, or other written notification as Springfield may designate from time to time in writing to the Customer. Cancellation notice shall be deemed given on the business day it is sent if delivered during normal business hours, or, if sent outside of normal business hours or on a non-business day, on the next business day. Springfield will confirm receipt of any cancellation notice and provide a cancellation fee calculation within two (2) business days after a cancellation notice is deemed given. Final cancellation fees will be invoiced separately and shall be due and payable by Customer within fifteen (15) days of the invoice date, subject to the same interest and collection provisions set forth in Section 2 hereof. (e) Springfield’s Rights. Customer acknowledges that the cancellation fees described above are reasonable liquidated damages reflecting Springfield’s anticipated costs and lost profits, and not a penalty.
10. Returns: Returns to Springfield may be made only with the prior authorization of Springfield and according to Springfield’s instructions. Materials returned without prior permission or contrary to instructions may be refused by Springfield. Customer will be responsible for all shipping costs, corresponding surcharges including storage, customs clearance, inland freight, and other related charges for any unauthorized returns.
11. Indemnification: Customer acknowledges that it provided Springfield with all designs, requirements and specifications for the Goods and the Customer represents to Springfield that the Goods do not infringe upon the intellectual property rights of any third party (including any patents, trade secrets, or rights in know-how or confidential information, inventions (whether patentable or not), ideas, or devices of such third party). Customer shall indemnify, hold harmless, and defend Springfield and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and assigns, from and against any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees, and the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers, relating to any claim of a third party arising out of or occurring in connection with:
any claim or action alleging that the Goods infringe any intellectual property rights of any third party arising from or in any way related to Customer’s designs, specifications or requirements for the Goods;
Customer's negligent acts or omissions in any way related to the Goods including, but not limited to, any modifications to the Goods, or improper use of the Goods by the Customer or its customers; or
any failure by the Customer or its personnel to comply with any applicable laws.
12. Applicable Law: The rights and obligations of the parties under these Terms and Conditions of Sale shall be governed by the law of the state of South Carolina, without regard to choice of law or conflicts principles of any jurisdiction, and the parties irrevocably commit to the jurisdiction of the state of state of South Carolina and to the venue of the state and federal courts located in Greenville County, South Carolina in any action brought by the parties hereto concerning Goods sold to Customer hereunder. The United Nations Convention on Contracts for the Sale of Goods shall not be applicable to any purchases made by Customer from Springfield or any aspect of any dispute arising therefrom.
