PFI MANUFACTURING



Precision Fluorocarbon, Inc. has a Commitment to Excellence - in its People, Manufacturing Processes, Customer Service and Quality Assurance.

PRECISION FLUOROCARBON, INC.

TERMS AND CONDITIONS OF SALE

THE FOLLOWING STANDARD TERMS AND CONDITIONS (“TERMS OF SALE”) APPLY TO ALL SALES AND SERVICES BY PRECISION FLUOROCARBON, INC. (“PFI”). ANY OFFER OR PROPOSAL BY BUYER IS EXPRESSLY LIMITED TO THESE TERMS OF SALE. ANY PURCHASE ORDER, OFFER OR COUNTER-OFFER MADE BY BUYER WITH VARYING TERMS IS EXPRESSLY REJECTED BY PFI. NEITHER THE FAILURE OF PFI TO OBJECT TO A PURCHASE ORDER OR ANY OTHER COMMUNICATIONS FROM BUYER NOR ANY DEVELOPMENT, MANUFACTURE, OR SHIPMENT OF A PURCHASE ORDER BY PFI SHALL BE DEEMED AN ACCEPTANCE BY PFI OF ANY TERMS, WARRANTIES, OR CONDITIONS WHICH ARE ADDITIONAL TO, DIFFERENT FROM, OR CONFLICTING WITH THESE TERMS OF SALE, INCLUDING SITUATIONS IN WHICH PFI SATISFIES AN ORDER SUBMITTED ON BUYER=S OWN PURCHASE ORDER FORM.

  • Orders. No order shall be binding upon PFI until accepted by PFI in writing. All sales are limited to and expressly made conditional upon Buyer’s assent to these Terms of Sale. Such written acknowledgment by PFI and these Terms of Sale comprise the entire agreement between PFI and Buyer. Buyer shall be deemed to agree to these Terms of Sale upon the earlier of Buyer’s acceptance of PFI=s quotation, acceptance of delivery of goods or services, or the issuance of a purchase order to PFI. Terms and conditions at variance with these Terms of Sale are not binding upon PFI unless expressly accepted in writing by a duly authorized representative of PFI. Orders accepted by PFI cannot be cancelled by Buyer except with PFI’s written consent and upon terms that will indemnify PFI against loss, including without limitation compensation for all costs of performance incurred by PFI through cancellation. Buyer may, prior to delivery, request changes in the specifications of the product or the quantity ordered; provided however, any such change shall be subject to written acceptance by PFI. Buyer agrees to pay any and all additional direct or indirect costs occasioned by Buyer’s change order.
  • Prices. Written quotations expire thirty (30) calendar days from the date of PFI’s quotation unless otherwise specified in writing by PFI. Verbal quotations are not binding upon PFI. Legal delivery and prices are F.O.B. PFI’s facility and quoted prices do not include transportation charges. Unless otherwise prohibited by law, all sales, excise, use or similar taxes charged by any national, federal, state or local government or relevant authority upon the production, manufacture, distributions, sale or use of goods or services, which PFI may be required to pay or collect, shall be in addition to PFI’s quoted price and shall be paid by Buyer, unless Buyer provides PFI with valid exemption certificates acceptable to the relevant taxing authorities. PFI reserves the right to revise final quoted prices of work in progress resulting from any change to the order by Buyer.
  • Quantities. All quotations are based on Buyer accepting over run or under run on each individual item not exceeding 5-10% of quantities ordered. Where closer control of quantity is required special arrangements must be made, otherwise PFI’s responsibility is only to deliver a quantity within this range.
  • Terms of Payment. All invoices are payable in U.S. dollars unless otherwise agreed in writing by PFI. Invoices are payable thirty (30) days from the date of invoice unless other approved in writing by PFI. A monthly finance charge of 1.5% (18% per annum) may be imposed on any past due portions of Buyer’s account. Acceptance of bank drafts, checks or other form of payment shall be subject to immediate collection of the full face amount. PFI may, at its discretion, impose a transaction fee on payments processed via wire or by Letter of Credit (“LOC”). PFI reserves the right at any time to suspend credit or to change credit terms when in PFI=s sole opinion Buyer’s financial condition warrants. PFI may demand payment or irrevocable LOC in advance of shipment if, in PFI’s discretion, the credit or financial condition of Buyer is, or is about to become, impaired or Buyer has insufficient credit history with PFI. If Buyer delays or defers delivery beyond the scheduled date, payment may be due in full when PFI is prepared to ship the goods or perform the services. The goods may thereafter, at PFI=s option, be stored at Buyer=s risk and expense. In the event of nonpayment of an invoice when due, and without prejudice to other lawful remedies, PFI shall have the right to suspend further work or the delivery of future goods or services with Buyer until such invoice is paid in full. If such invoice remains unpaid for more than ten (10) days after written demand for payment, PFI may terminate its contract with Buyer without penalty.
  • Delivery. PFI will use commercially reasonable efforts to meet delivery dates stated in advance of actual shipment of goods or performance of service, but in no event shall such quoted delivery dates be deemed to represent fixed or guaranteed delivery dates. PFI shall not be liable for any damage resulting from any non-delivery or delay due to any cause beyond PFI’s control, including without limitation: act of Buyer; act of God; embargo; other governmental act, regulation or request; fire; accident; strike; war; boycott; slowdown; riot; or delay in transportation or inability to obtain necessary labor, materials or manufacturing facilities. Should PFI be unable to fulfill its total commitments to all customers based upon any such occurrence or otherwise, Buyer agrees to accept as full and complete performance by PFI, deliveries in accordance with such plan or proration as PFI may adopt.
  • Shipment Terms/Risk of Loss. Unless otherwise agreed in writing, all sales are made F.O.B. Precision Fluorocarbon, Inc., Tomball, Texas, and Buyer shall pay the cost of any and all carriers and freight along with any and all export taxes and fees. Upon delivery of goods by PFI to the carrier for shipment to Buyer, all risk of loss, damage and other incidents of ownership shall immediately pass to Buyer, subject to all of PFI’s rights until paid in full. Buyer should state explicitly the method of shipment preferred when ordering and, in the absence of shipping directions, PFI shall be the sole judge of the best method of routing shipment. If any shipments are delayed by Buyer, all such goods held by PFI shall be at the sole risk and expense of Buyer. In the event Buyer requests expedited shipping and handling, Buyer must pay all reasonable expediting and increased shipping fees and expenses. PFI will provide commercial packaging, adequate under normal conditions, to protect the goods in shipment and identify the contents. Any special packaging requested by Buyer will be done at Buyer’s expense.
  • Claims. If Buyer claims delivery is not as ordered, Buyer must notify PFI within five (5) days of receipt of shipment. Buyer will be deemed to have inspected and accepted any shipment if within five (5) days after Buyer’s receipt of goods or services, Buyer has not notified PFI in writing that such goods or services are rejected. Claims for defect or shortage must be detailed including grounds therefore. If such claim is sustained, PFI shall, at its option, repair, replace, credit or complete order. Charges for repair or inspection of parts by Buyer without prior authorization will not be honored. PFI shall have the option of inspecting the goods on Buyer’s premises or of taking back the goods and deciding whether to replace goods or credit Buyer. No goods may be returned by Buyer for any reason without PFI’s prior written approval. PFI will not allow claims on those goods further processed by Buyer resulting in change of dimension or characteristics from parts ordered.
  • Warranty. Buyer expressly acknowledges that it has selected and ordered goods based upon its own skill and judgment and agrees that it is responsible for ensuring that the goods selected are fit for Buyer’s purpose. Buyer further expressly acknowledges that it has provided PFI with all designs, drawings, plans and/or specs for the manufacture of such goods. PFI warrants only that such goods have been produced in accordance with PFI’s standard practices with regard to materials and workmanship and no samples or prior description of goods shall constitute an express warranty. If goods are nonconforming, PFI, at its option and subject to the terms of paragraphs 7 and 9 herein, may either allow Buyer to return the goods and receive repayment of the price or repair or replace the goods. No goods are to be returned to PFI without prior written consent of PFI.
    The performance of a service by PFI with respect to machinery, apparatus, accessories, materials, or supplies provided by Buyer or not manufactured by PFI are specifically excluded from PFI’s warranty. All warranties with respect to machinery, apparatus, accessories, materials or supplies not manufactured by PFI shall be limited to the respective warranties of the manufacturers thereof, if any, which PFI may be permitted to pass on to Buyer. The effects of corrosion, erosion, misuse, improper installation (if not by PFI), neglect and normal wear and tear are specifically excluded from PFI’s warranty.
    Warranty. Buyer expressly acknowledges that it has selected and ordered goods based upon its own skill and judgment and agrees that it is responsible for ensuring that the goods selected are fit for Buyer’s purpose. Buyer further expressly acknowledges that it has provided PFI with all designs, drawings, plans and/or specs for the manufacture of such goods. PFI warrants only that such goods have been produced in accordance with PFI’s standard practices with regard to materials and workmanship and no samples or prior description of goods shall constitute an express warranty. If goods are nonconforming, PFI, at its option and subject to the terms of paragraphs 7 and 9 herein, may either allow Buyer to return the goods and receive repayment of the price or repair or replace the goods. No goods are to be returned to PFI without prior written consent of PFI.
    The performance of a service by PFI with respect to machinery, apparatus, accessories, materials, or supplies provided by Buyer or not manufactured by PFI are specifically excluded from PFI’s warranty. All warranties with respect to machinery, apparatus, accessories, materials or supplies not manufactured by PFI shall be limited to the respective warranties of the manufacturers thereof, if any, which PFI may be permitted to pass on to Buyer. The effects of corrosion, erosion, misuse, improper installation (if not by PFI), neglect and normal wear and tear are specifically excluded from PFI’s warranty.
    PFI shall have no obligation under this warranty if damage results from Buyer’s failure to comply with PFI’s written storage, handling or operating instructions, or from Buyer’s modification, abuse, misuse, or unauthorized repair of goods. No agent, employee or representative of PFI has authority to bind PFI to any affirmation, representation or warranty concerning the goods sold.
  • Buyer Supplied Materials. Buyer warrants that any materials, inserts, or parts supplied to PFI will conform to all indicated specifications and will be timely delivered. PFI shall not be liable for any damages related to parts or materials supplied by Buyer, including damage to the part or material itself, or damage caused by defective materials inserts, or parts. PFI extends no warranty and shall not be liable for any PFI goods that are defective as a result of Buyer supplied materials, inserts, or parts. Buyer shall be required to purchase any goods into which PFI incorporated any non-conforming or defective Buyer-supplied materials, inserts, or parts at the current market rate for comparable goods free of defects as well as reimburse PFI for all work performed in relation to such goods. Additionally, Buyer is liable to pay for all associated costs incurred by PFI due to Buyer’s selection of noncompliant or defective designs and materials. These associated costs are calculated based upon any additional costs incurred by PFI in managing the noncompliant or defective goods, including without limitation all reworks, investigations and other consequential costs. PFI shall not be responsible for any selection made by Buyer and will not have any liability of Buyer for any loss, damages, costs or expenses suffered by Buyer as a result thereof. Under no event shall PFI be liable for any claims for special, indirect, incidental, collateral, consequential, punitive, or special losses or damages of a service with respect to machinery, apparatus, accessories, materials or supplies provided by Buyer or not manufactured by PFI.
  • Indemnity / Limitation of Liability. The liability of PFI, on any claim of any kind, whether based on warranty, contract, tort (including negligence), or otherwise, for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any goods or services covered by or furnished under these Terms of Sale shall in no case exceed the purchase price of such goods and services, regardless of cause or fault. Subject to the provisions of Section 7 hereof, Buyer’s remedies are limited to return of non-conforming goods and repayment of the purchase price or to the repair and replacement of non-conforming goods at PFI’s option.
    PFI SHALL NOT BE LIABLE, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING PFI’S SOLE OR CONCURRENT NEGLIGENCE) OR OTHER GROUNDS, FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGE. THE FOREGOING STATES PFI’S ENTIRE AND EXCLUSIVE LIABILITY AND BUYER’S EXCLUSIVE AND SOLE REMEDY. PFI WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR CONTINGENT DAMAGE OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN ITS GOODS OR FROM THE USE THEREOF, NOR IS ANY OTHER PERSON AUTHORIZED TO ASSUME FOR PFI ANY SUCH LIABILITY.
    Should Buyer modify and/or incorporate goods provided by PFI into another component or part, Buyer agrees to hold harmless and indemnify PFI from an and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage.
  • Tools/Dies. All special tooling, molds, dies, forms, jigs, fixtures, programs, gauges, patterns and other equipment used in the manufacture of PFI’s goods and services shall remain property of PFI unless otherwise expressly stated in writing.
  • Intellectual Property. PFI shall retain all rights, title and interests in any intellectual property rights embodied in or associated with its manufacturing processes and equipment. Unless PFI and Buyer mutually agree otherwise in writing, PFI owns all rights, title and interest in any custom developments relating to its manufacturing processes and equipment.
  • Patent Infringement. PFI does not intend to manufacture any goods which infringe on any patent, copyright, trademark or trade name. PFI is providing goods and services at Buyer’s request based upon Buyer’s instructions and design. Buyer will defend PFI in any action, including civil or criminal, brought against PFI for infringement or misuse of intellectual property related to the filling of Buyer’s orders, and Buyer shall hold harmless and reimburse PFI for all expenses and damages (including without limitation direct, indirect, incidental, collateral, consequential, punitive, or special) resulting from any such claims of infringement. This will apply to all orders for individual parts or assemblies.
  • Security Interest. PFI shall retain a security interest in goods manufactured for Buyer until PFI receives payment in full. Buyer shall keep the goods in good repair and free from all security interests, liens and encumbrances and shall assume all charges for storage and shall fully insure same, at its expense against loss from any cause. Any loss, destruction, or damage shall not operate to relieve Buyer from its payment obligations to PFI.
  • Governing Law and Severability. These Terms of Purchase shall be construed and interpreted under, and all respective rights and duties of the parties shall be governed by, the laws of the State of Texas, excluding conflict law rules. All actions commenced pursuant hereto shall be brought in a court of competent jurisdiction in Harris County, Texas. If any provision of these Terms of Purchase is held to be prohibited or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or the remainder of this Purchase Order.
  • Waiver. The remedies of PFI provided for herein shall be cumulative and shall be in addition to any other or further remedies provided in law or equity. No delay in the exercise of or the failure to exercise any right, remedy, or power of PFI shall be construed to be a waiver thereof, and such right, remedy, or power may be exercised from time to time as often as may be deemed expedient by PFI.
  • Assignment/Substitution. Buyer shall not assign its rights or obligations to PFI without the prior written consent of PFI.
  • Entire Agreement. These Terms of Sale supersede all prior oral or written representations or agreements by the parties with respect to the subject matter hereof. These Terms of Sale may not be modified, amended or waived by oral agreement, course of performance, course of dealing or course of conduct, but only through a writing signed by a duly authorized representative of PFI.


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Precision Fluorocarbon, Inc. | 9930 FM 2920 | Tomball, Texas 77375 | 281- 351-4070 | Fax: 281-351-0650 | info@pfi-plastics.com