Industry Leader in Composites since 1957

PCC@pccfiberglass.com   (260) 484-3139

 


Terms and Conditions
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1. Controlling Terms and Conditions
Plastic Composites Co. (hereinafter “PCC”) objects to, and is not bound by any term or condition on Buyer's order which is different from or in addition to PCC's terms and conditions.  Sale of the products or services described or referred to herein at the prices indicated is expressly conditioned upon by the Buyer's assent to the terms and conditions set forth below. Buyer's acceptance is limited to the exact terms stated herein, and any additional or different terms or conditions proposed by the Buyer are hereby expressly rejected. If this document is construed as an expression of acceptance or a confirmation of a verbal agreement, such acceptance or confirmation is expressly made conditional on the assent of the Buyer to the terms and conditions stated herein. No terms, conditions, description, price, quantity, or delivery schedule shall be changed, and no agreement or understanding in addition to or different from the terms and conditions stated herein shall be binding upon PCC without written authority from PCC's authorized representative. Any confirmation action by Buyer hereunder, or any acceptance of products or services described or referred to herein shall constitute assent to the terms and conditions hereof and a representation that the Buyer is solvent.

2. Quotations, Changes and Cancellations
Quotations are valid and firm for thirty (30) days unless otherwise stated. Buyer may not under any circumstances or for any reason, cancel its order or any part thereof unless PCC has received written notices of the cancellation more than thirty (30) days prior to the shipping date last agreed upon by Seller for the order or the portion thereof being cancelled. In the event of any such cancellation or charge of any order by Buyer, Buyer shall reimburse PCC for all costs and expenditures made or committed to be made by PCC up to the date of receipt by PCC of written notice of the change or cancellation, including reasonable overhead and profits lost on the portion cancelled. PCC reserves the right to deviate from samples, specifications, drawings, and any other descriptions furnished or adopted by Buyer without prior approval of Buyer in the event PCC determines that such deviations or changes are immaterial. Buyer hereby agrees to accept any such changes or deviation so long as it does not materially affect the functioning of the products or services sold by PCC to Buyer. PCC reserves the right to make changes in, or to cancel this order in whole or in part, or to suspend shipments, where such change, cancellation or suspension is, in its opinion, rendered advisable as the result of any contingency beyond its control.

3. Acceptance
Buyer shall immediately and irrevocably accept products and services when tendered, and shall, in case of damaged or nonconforming products or services, follow only the procedures directed by PCC. acceptance shall occur upon tender to Buyer. If Buyer refuses to receive such products and services when tendered, PCC may exercise any or all of the remedies afforded to sellers by §2-703 et seq. of the Uniform Commercial Code. PCC shall have no obligation to hold or resell such products for Buyer's account.

4. Representation of Solvency
Buyer represents that by placing its order it hereby acknowledges that it is not insolvent as that term is defined in §1-201(23) of the Uniform Commercial Code. In the event that Buyer becomes insolvent before delivery of products, it will notify PCC. Failure to notify PCC shall constitute a written reaffirmation of Buyer's solvency at the time of delivery.

5. Inspection
Without prior approval of PCC, Buyer shall have no right of access to PCC's plant for the purpose of inspecting or testing any products to be delivered hereunder or work in process for production of said products, or for any other purpose; nor shall Buyer have any right to inspect any drawings, specifications, or process data applicable to the products to be delivered hereunder without such approval.

6. Warranty
PCC warrants for a period of twelve (12) months from the date of delivery that each product delivered hereunder will be of the kind and quantity designated or specified herein and shall conform to the specifications set forth herein and shall be of merchantable quality.

EXCEPT AS SET FORTH ABOVE, PCC MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. BUYER ASSUMES AND INCURS ALL RISK RESULTING FROM THE USE OF THE PRODUCTS SOLD HEREUNDER, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER PRODUCTS.

In the event the products sold hereunder fail to conform to the specifications set forth herein or are not merchantable, then PCC shall, at its option, repair or replace such products found, in fact, to be nonconforming or unmerchantable.

Any technical advice or recommendation made by PCC concerning uses and applications of the products sold hereunder are based upon information believed by PCC to be reliable. Such advice or recommendations are intended for use by persons having appropriate skill, know-how, and judgment in the selection, uses, and applications of such product.

7. Buyer's Remedies
The remedy of repair or replacement, provided by the above warranty is the sole and exclusive remedy afforded for breach of the above-written warranty or for breach of any express or implied warranties arising under state law. PCC shall not be liable for any incidental or consequential damages resulting from or contributed to by any defect in materials or workmanship, negligence in manufacture or design, or failure to warn. PCC makes no warranty with respect to any product which has been altered or subjected to misuse, abuse or use for which it was not designed. PCC shall in no way be liable for any losses, costs, forfeitures, or damages (including loss of profits, liabilities of Buyer to its customers, employees or third persons, and all incidental or consequential damages) whether direct or indirect and whether or not resulting from or contributed to by the default, negligence, whether in manufacture or design, or failure to warn on the part of PCC, its agents, employees and subcontractors, which might be claimed as the result of, or use (with or without and active malfunction) or malfunction of the products covered by this warranty.

THE EXTENT OF LIABILITY OF PC (EXCEPT AS TO TITLE) ARISING OUT OF THE SUPPLYING OF SAID PRODUCTS, OR THEIR USE, WHETHER ARISING FROM WARRANTY CONTRACT, NEGLIGENCE OR OTHERWISE SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE OF SUCH PRODUCTS FOUND IN FACT TO BE NONCONFORMING OR UNMERCHANTABLE, AND UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD SPECIFIED HEREIN, ALL SUCH LIABILITY SHALL TERMINATE. THE FOREGOING CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF BUYER AND THE SOLE AND EXCLUSIVE LIABILITY OF PCC.

UNDER NO CIRCUMSTANCE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES. WHETHER BASED UPON LOST GOODWILL, LOST RESALE PROFITS, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, OR OTHERISE AND WHETHER ARISING OUT OF ANY BREACH OF ANY EXPRESS OR IMPLIED WARRANY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE.

Any lawsuit to assert a claim under the above warranty must be commenced within fourteen (14) months from the date of shipment by PCC of such products claimed to be nonconforming or unmerchantable.

8. Delivery and Force Majeure
Each delivery shall stand as a separate sale and is subject to credit arrangements to the satisfaction of PCC or to payment in cash. If payments are not made in accordance with such arrangements or if at any time in the judgment of PCC, Buyer's credit standing has been impaired, PCC may withhold delivery of any goods called for hereunder until cash or credit arrangements satisfactory of any goods called for hereunder until cash or credit arrangements satisfactory to PCC have been established. All delivery dates specified by PCC are approximate and are based on its best estimate and are subject to change due to conditions beyond PCC's reasonable control. PCC shall not be liable for delay in delivery or failure to manufacture or deliver due to causes beyond its reasonable control. In the vent of any such delay or failure, the date of delivery shall be extended for a period equal to the time lost by reason thereof.

9.  Payment and Costs.

Payment is to be made by Buyer in United States dollars or other medium of exchange acceptable to PCC, upon presentation of invoice to Buyer by PCC, subject to the terms and conditions of payment stated thereon.  After initial delivery, prices are subject to change upon fifteen (15) days notice. 

PCC’s prices are quoted F.O.B. PCC’s plant, Fort Wayne, Indiana, U.S.A.  Buyer shall pay, or reimburse PCC for the costs of freight and insurance of good.  PCC’s prices do not include sales, use, excise, value-added, customer, duties, or other similar taxes.  Consequently, in addition to the price specified herein, the amount of any such present or future taxes applicable to the sale of the products by PCC hereunder or the sale or the use of the products by Buyer, hereunder shall be paid by Buyer. 

In the event that either party fails to comply with any of the covenants or terms contained herein, including but not limited to the Buyer’s failure to pay any amounts due, the prevailing party may recover from the breaching party all reasonable costs of collection or costs incurred in protecting its rights, including, but not limited to court costs and attorney fees, whether such enforcement is by lawsuit, arbitration, or other means.  In addition to any other remedy, PCC shall be entitled to charge of 1.5% interest per month, or 18% per year, on any unpaid and past due invoice.

10.  Title and Risk of Loss

Except as otherwise expressly provided herein, title to the products specified herein shall pass to Buyer upon delivery at buyer’s designated shipping destination; however, risk of loss hall pass to Buyer at the F.O.B. point, PCC’s plant, Fort Wayne, Indiana.  Cost of all return shipments, for whatever reason returned shall be borne by Buyer, with title passing to PCC at Buyer’s shipping point of origin, and risk of loss passing to PCC upon delivery to it at its Fort Wayne, Indiana plant.

PCC shall have no obligation to make any further shipments until all payments for prior shipments shall have been received by PCC.  Furthermore, PCC may suspend production until such payment is received. 

In the event Buyer is placed under bankruptcy protection, either voluntarily or involuntarily, Buyer acknowledges that PCC shall have the right to make a claim for reclamation for goods delivered to the Buyer under 11 U.S.C. 546, to the extent appropriate, and that it has not paid for any of the PCC goods in its possession, those goods shall be deemed to be the property of PCC, and shall be returned at PCC’s expense.
 
11. Special Tooling
In the event that PCC manufactures or purchases special tools, dies, or equipment in connection with Buyer's order, such tools, dies, and equipment shall remain the exclusive property of PCC, unless a part of the cost thereof is included as a part of the price specified herein. Customer-owned tolling manufactured or modified by PCC may not be removed from the premises of PCC without its written permission. Buyer shall be responsible to provide adequate insurance respecting such tooling. After tooling has been out of production for one (1) year, PCC may, at its option, return such tooling to Buyer, freight collect. If Buyer shall fail to reply within sixty (60) days of PCC's written request to return such tooling, such tooling shall become property of PCC and may, at its option, be scrapped, salvaged, or retained.

12.  Research and Development Expense
In the event that Buyer breaches these terms and conditions, Buyer concedes that in addition to any other remedy, PCC shall be entitled to recover, as reasonably contemplated expenses, any and all costs incurred by PCC in the research and development of the product or the processes to manufacture the product sold by PCC to Buyer.

13. Information Retained by PCC
Any knowledge or information which PCC shall have disclosed or may hereafter disclose to Buyer, or which may hereafter be acquired by Buyer, in connection with the products or services described herein, shall be deemed to be confidential and proprietary information of PCC and shall not be disclosed by Buyer.

14. Patents, Trademarks or Copyrights
Buyer shall indemnify, defend and hold PCC harmless against any expenses, damages, costs or losses resulting from any suit or proceeding brought for infringement of patents, trademarks, or copyrights, or for unfair competition arising from compliance with Buyer's designs or specification or instructions. PCC makes no representation that any technical advice or recommendations made by PCC concerning uses and applications of products sold hereunder may not infringe any existing patent, trademark or copyright. PCC shall not be liable for any infringement of such existing patent, trademark or copyright that Buyer may commit by Buyer's use of the products sold hereunder.
No patent right or license, express or implied is granted by PCC to Buyer by these Terms and Conditions.

Intellectual property related to any research and development of the product or the processes to manufacture the product sold by PCC to Buyer that is developed jointly by PCC and Buyer will be assigned to PCC. PCC will grant Buyer a non-exclusive and royalty-free license to the intellectual property for the life of the intellectual property.  PCC has the right of first refusal to pursue a potential infringer of jointly developed intellectual property, at its own expense, and receiving the reward in its entirety.  Both parties have standing to join in such pursuit of such a potential infringer, sharing the expense and reward in a mutually agreed manner.  Buyer shall have standing to pursue potential infringers of the jointly developed intellectual property, at their own expense, if PCC does not pursue potential infringers. 

15. Assignment
Buyer may not assign any interest herein or any rights of obligations hereinunder without the written consent of PCC.

16. Compliance of Applicable Laws
PCC warrants that all products to be furnished hereunder were or will be produced, manufactured, and delivered in compliance with all applicable federal, state and local laws and ordinances, and all lawful orders, rules, and regulations thereunder, including but not by way of limitation, the applicable provisions of the Fair Labor Standards Act and the Occupational Safety and Health Act.

17. Revision
PCC reserves the right to revise these terms and conditions of sale at any time.

18. Waiver of Terms and Conditions
The failure of PCC in any one or more instances to insist upon performance of any of the terms and conditions contained herein, or to exercise any right or privilege hereunder, or the waiver of any breach by Buyer of these terms and conditions of sales shall not be construed as thereafter waiving any such terms, conditions, rights of privileges, and the same shall continue and remain in force and effect as if no failure or waiver had occurred.

19. Interpretation
This Contract shall be construed as a contract made in the State of Indiana and shall be governed in accordance with the laws of the State of Indiana.   Buyer concedes and consents to personal jurisdiction in Indiana and agrees that any dispute, case or controversy arising out of, under, or in connection with this Contract shall filed in any state or federal court sitting in Allen County, Indiana, who shall have the exclusive jurisdiction and venue over the same.  Buyer waives any and all defenses or challenges based on lack of jurisdiction or improper venue, including but not limited to, forum non conveniens.

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