Terms & Conditions of Sale

Each quotation issued by Forge Manufacturing Solutions ("Forge," "Seller") is an offer to sell the equipment, tooling, parts, or services described ("Machinery") on these Terms & Conditions of Sale together with the terms stated on the face of the quotation (collectively, the "Agreement"). The Purchaser’s issuance of a purchase order, signature, or deposit constitutes a firm offer to purchase on these terms.

Although a quotation may be prepared or delivered by an agent or representative of Seller, it is not binding on Seller until accepted in writing by an authorized officer of Seller. Any term or condition in a Purchaser purchase order or other document that is inconsistent with this Agreement is expressly objected to and rejected, and does not become part of the Agreement unless separately agreed to in writing and signed by Seller.

Unless a different period is stated on the face of the quotation, prices are valid for thirty (30) days from the quotation date and are subject to change or withdrawal after that period. Prices are stated in U.S. dollars.

Quoted prices are based on the specifications and configuration described. Changes to scope, options, quantities, or delivery requested after acceptance may result in a price adjustment.

Purchaser shall pay all amounts payable to Seller when due, time being of the essence. Unless otherwise stated on the face of the quotation, standard terms for equipment are a deposit due with the signed order and purchase order, the balance due prior to shipment, and any retention due after acceptance, as specified on the quotation.

Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Purchaser shall reimburse Seller for reasonable costs of collection, including attorneys’ fees.

Prices do not include, and Purchaser shall pay or reimburse Seller for, all sales, use, excise, and other taxes or charges now or hereafter levied or imposed upon the Machinery, or required to be collected by Seller, or imposed on Seller as a result of this transaction — excluding only taxes measured by Seller’s net income. If Purchaser claims a tax exemption, Purchaser shall provide a valid exemption certificate prior to invoicing.

Delivery dates are estimates and are measured from the latest of the signed order date, the deposit receipt date, and (where applicable) the signed installation-layout date. Seller shall not be liable for loss or damage arising from any delay in delivery.

Unless expressly stated as included on the face of the quotation, freight, transport, rigging, and applicable tariffs and duties are the responsibility of the Purchaser. Where tariffs or freight are itemized on the quotation, they apply as stated on the individual line.

Title to and risk of loss of the Machinery pass from Seller to Purchaser when the Machinery, or any component part, is shipped from the Seller’s or manufacturer’s facility (delivered to the first carrier).

Purchaser shall procure and maintain "all risk" insurance covering the Machinery in an amount not less than the purchase price, covering the Machinery from shipment, in transit, during installation, and continuously thereafter until all amounts payable to Seller are paid in full. If Purchaser fails to obtain or evidence such insurance on Seller’s demand, Seller may (but is not obligated to) procure it, and Purchaser shall promptly reimburse Seller’s costs.

Where Seller is installing the Machinery, Purchaser shall, at its expense, obtain all necessary permits and licenses; provide a suitable foundation, adequate door openings, assembly and access space; and provide adequate compressed air, water, gas, and electrical connections at the appropriate points on the Machinery.

Seller shall furnish the labor, materials, and incidentals required to unpack, erect, start, test, and adjust the Machinery. Purchaser shall provide supervisory personnel to assist and shall give Seller’s personnel open and free access to Purchaser’s facility to promote expeditious installation and acceptance.

New Machinery carries the warranty provided by its original manufacturer, which Seller passes through to Purchaser to the extent assignable. Warranty periods, coverage, and exclusions are those published by the manufacturer for the applicable equipment, tooling, or source. Consumable and wear items — including but not limited to nozzles, ceramics, lenses and protective glass, dies, punches, blades, bellows, filters, and machine guarding — are not covered.

Except for the foregoing manufacturer warranty and any limited warranty expressly stated on the face of the quotation, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT. Used and pre-owned Machinery is sold AS-IS, WHERE-IS unless a specific warranty is stated in writing on the quotation.

Any claim for breach of warranty must be commenced no later than one (1) year after the cause of action accrues; the parties agree this period is reasonable.

Seller’s sole responsibility, and Purchaser’s exclusive remedy, arising out of or relating to this Agreement, the sale or installation of the Machinery, or Seller’s services, is limited to repair of the Machinery to conform to the applicable warranty or, at Seller’s option, removal of the Machinery and return of monies actually paid to Seller, without interest.

IN NO EVENT SHALL SELLER’S TOTAL LIABILITY EXCEED THE AMOUNT ACTUALLY PAID TO SELLER FOR THE MACHINERY OR SERVICE GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR ECONOMIC LOSS OR FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES — including lost profits, downtime, lost production, lost business opportunity, or defects in Purchaser’s materials or workmanship — whether in contract, tort, or otherwise. This limitation is a negotiated allocation of risk that enables a lower purchase price, and is intended to survive even if the exclusive remedy is claimed to have failed of its essential purpose.

Any performance data, production rates, cutting or bending speed charts, or similar estimates provided before execution of the final agreement are non-binding and for informational purposes only. They are not guarantees and do not constitute a representation or warranty of performance following installation.

Where performance acceptance is agreed, it must be confirmed by processing the Purchaser’s representative parts using the Purchaser’s materials, which must be identified, documented, and validated by Seller in writing (with applicable material certifications) prior to execution of the final agreement. Sample parts cut or formed and accepted prior to execution serve as the sole benchmark and acceptance standard following installation.

If Purchaser unreasonably refuses to accept delivery of Machinery reasonably tendered, Seller may, at its option: (a) terminate this Agreement and, due to the difficulty of determining damages, retain all monies paid as liquidated damages and not as a penalty; or (b) transport, warehouse, and insure the Machinery for pickup at Purchaser’s expense and risk, whereupon all sums due, including such expenses, become immediately due and payable.

Purchaser acknowledges that title to and possession of used or pre-owned Machinery may be held by another party contemplating a sale of such Machinery to Seller. Such Machinery may be sold subject to prior sale and to Seller obtaining actual possession with free and clear title. Availability of all Machinery is subject to prior sale and to manufacturer availability.

Seller shall not be liable for any failure or delay in shipment or performance due, in whole or in part, to strikes, work stoppages, fires, accidents, wars, civil commotion, acts of government, acts of public enemies, force majeure, inability to secure transportation, materials, or qualified labor, or any other cause beyond Seller’s reasonable control.

This Agreement sets forth the entire agreement between the parties concerning its subject matter and supersedes all prior written or verbal discussions, representations, and negotiations. Seller is not bound by any condition, representation, or warranty other than as expressly provided herein or later agreed in a writing signed by an authorized representative of Seller. To the extent any Purchaser document conflicts with this Agreement, the terms of this Agreement control.

1. (a)Assignment. Purchaser may not assign this Agreement, and no amendment or modification is effective, without the express written consent of an authorized officer of Seller.
2. (b)Governing Law; Dispute Resolution. This Agreement is deemed made in Iowa and is governed by the internal laws of the State of Iowa, without regard to conflict-of-laws principles. Purchaser shall submit any claim against Seller to binding arbitration in Iowa before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association; the arbitrator may not modify these terms or award damages not allowed hereunder. Any claim not brought within one (1) year after accrual is waived. Nothing herein limits Seller’s right to seek its remedies in any court of competent jurisdiction, to whose personal jurisdiction Purchaser consents.
3. (c)Binding on Successors. This Agreement binds the parties’ successors, legal representatives, and permitted assigns.
4. (d)Notices. All notices must be in writing and delivered by hand, by certified or registered mail (return receipt requested), or by a recognized overnight courier, to the address on the face of the quotation.
5. (e)Waiver; Severability. Seller’s failure to enforce any term at any time is not a waiver of its right to enforce it later. If any provision is held invalid in any jurisdiction, the remaining provisions remain in effect, and the invalidity does not affect the interpretation of this Agreement in any other jurisdiction.
6. (f)Waiver of Jury Trial. To the fullest extent permitted by law, Purchaser and Seller waive trial by jury in any litigation relating to or arising out of this Agreement.