Terms of Purchase
Terms and Conditions for Standard Orders:
Online Order Terms & Conditions Overview
ORDERING:
Orders may be placed online, by phone Toll Free: (800) 482-2828, Local: (586) 771-2700, via email at websales@spemco.com. All orders received by SPEMCO Specialties Manufacturing Inc will be confirmed via email or by phone at your request. Our Customer Service department is open M-F 8:30 am to 5:00 pm Eastern Standard Time. We accept orders by phone, fax, mail or e-mail. All orders are confirmed by fax, phone or e-mail within 48 hours from receipt. Online orders will be confirmed and shipped when possible within 2 business days when received before 2 pm Eastern Standard Time.
CASH DISCOUNT AND TERMS:
Payment terms are Net 30 days with an approved account. Credit is available to authorized customers. Simply fill out and submit the Credit Application form, and an account representative will contact you and walk you through the approval process. Open accounts available upon credit approval. Orders placed outside of US/Canada must be by credit card, PayPal or prepaid in advance. Visa, MasterCard, Discover, American Express, Google Pay and PayPal payments are accepted. No charges will be made to your credit card until the product has been shipped (online orders will be billed at time of purchase).
FREIGHT:
All orders are FOB from 48026. Orders received by 2:00 pm Eastern Standard Time for in-stock items will normally ship within 2 business days via the requested method when possible. Spemco offers shipments via UPS, Fed Ex, DHL, USPS and can ship on pallet via freight if requested by customer and weight exceeds allowable designation from previous mentioned carriers. Spemco Will NOT Prepay a third party freight forwarder unless it is from one of the carriers listed above under any circumstances.
Priority freight shipments of in-stock items must be received before 2:00 pm EST to ensure same-day shipping. If shipping freight collect please indicate the company and an account number that we can bill for this service. Any freight charges that are incurred by Spemco due to invalid or incorrect freight account information will be billed to the customer. Call 800-482-2828 for additional information or assistance if needed when shipping freight collect.
All merchandise is shipped freight prepaid and the shipping cost is added to the total cost of your invoice. We can ship on a customer’s freight collect account once it has been verified it is active and accurate. Over sized packages, special order products, and shipments made to destinations outside the contiguous United States may incur additional charges. If your account is deemed invalid or back billed to Spemco for any reason you will be charged the amount of freight plus any additional fees Spemco may incur from the carrier for re billing of your shipment.
SPEMCO Specialties Manufacturing Inc reserves the right to change shipping policies at any time.
SALES TAX:
Applicable sales tax will be added to all items for customers residing in MI that do not have a tax exempt resale certificate issued by the respective state. If you are tax-exempt, please fax a copy of your tax exempt form to (586) 771-3491 or email the form to sales@spemco.com.
RETURNS:
SPEMCO Specialties Manufacturing Inc will allow the return of defective or incorrect parts with an RMA. Customers desiring to return merchandise must do so within 30 days. Credit is not guaranteed and is conditional upon factory approval. Defective parts will be returned to the manufacturer for evaluation and upon approval and credit issued from the manufacturer Spemco will then issue credit to the customer.
A Return Merchandise Authorization Number (RMA#) is required on all returns. Simply call (586) 771-2700 to speak to one of our account representatives. Please have your invoice number or order number available when you place your call. No Returns on Special Orders (NC/NR).
SPEMCO Specialties Manufacturing Inc is liable only for the cost of defective parts. Carriers are responsible for goods lost or damaged in transit. Claims for shortages should be made within 10 days after receipt of shipment.
CONTACT INFORMATION:
Our postal address is:
34480 Commerce Rd.
Fraser, MI 48026
United States
We can be reached via e-mail at sales@spemco.com or by telephone at (586) 771-2700.
ORDER STATUS:
Check status of current orders:
Please phone 1.800.482.2828
Fax a request to 586.771.3491
Email a request to websales@Spemco.com
TERMS AND CONDITIONS OF SALE
Unless otherwise agreed to by SPEMCO Specialties Manufacturing Inc in writing, the following terms and conditions ("Agreement") apply to all purchases of Products. By placing an order for Products, you accept and agree to be bound to this Agreement. If you have placed an order, but do not wish to be bound to this Agreement, then you must either (i) promptly cancel such order in accordance with the Cancellation Policy (as defined below), or (ii) return the order in accordance with the Return Policy (as defined below).
DEFINITIONS. "SPEMCO Specialties Manufacturing Inc" means SPEMCO Specialties Manufacturing Inc, a Michigan corporation. "Buyer" or "you" means you and/or any of your affiliates that place an order for Products. "Products" includes Standard Products and Special Products. "Standard Products" are products (i) that have not been modified especially for a Buyer, and (ii) are available to the general public for purchase from SPEMCO Specialties Manufacturing Inc. "Special Products" are products that (i) are not a Standard Product, (ii) are a custom product or a modification of a Standard Product done at the request of or especially for a Buyer, or (iii) have been marked or labeled according to a Buyer's specifications.
ORDERS. All orders are subject to acceptance by SPEMCO Specialties Manufacturing Inc, which acceptance will be indicated by (i) written confirmation, (ii) electronic confirmation, or (ii) fulfillment and shipment of such order. Products must be ordered in standard pack quantities where applicable. SPEMCO Specialties Manufacturing Inc reserves the right to supply less than the quantity ordered of any Product, at any time and without notice. All orders shall be deemed to be fully accepted by Buyer unless SPEMCO Specialties Manufacturing Inc receives written notification to the contrary within fourteen (14) days of the invoice date of such order.
PRICES. All orders for Standard Products will be invoiced at the price in effect on the date the order was accepted, and all orders for Special Products will be invoiced at the price in effect at the time of shipment. All prices are subject to change without notice and are subject to shortages in materials or resources and increases in the cost of manufacturing. Taxes and shipping and handling charges are not included in Product prices. Unless otherwise agreed to by SPEMCO Specialties Manufacturing Inc in writing, all costs, fees and expenses associated with the shipment of Products or the insurance of such products while in transit shall be paid by Buyer, and will be calculated and added to the order prior to shipment.
TAXES AND FEES. All taxes, assessments, fees, and charges applied or imposed by any government relating to the sale, delivery, shipment or use of Products will be added to the purchase price of Products and will be paid by Buyer, except to the extent that Buyer provides SPEMCO Specialties Manufacturing Inc with an acceptable tax exemption certificate.
DELIVERY. Unless otherwise agreed to by SPEMCO Specialties Manufacturing Inc in writing, all orders will be delivered FOB shipping point. Scheduled shipping dates are estimates, and subject to change without notice. Unless otherwise agreed to by SPEMCO Specialties Manufacturing Inc in writing, actual delivery dates are not of the essence. SPEMCO Specialties Manufacturing Inc will have no liability to Buyer or any third party with regard to any delay in delivery, regardless of the reason.
CANCELLATION POLICY. No orders which have been received by SPEMCO Specialties Manufacturing Inc may be cancelled or revised by Buyer except with SPEMCO Specialties Manufacturing Inc's prior written consent and upon payment of reasonable cancellation charges compensating SPEMCO Specialties Manufacturing Inc for all costs incurred in work done and material purchased. SPEMCO Specialties Manufacturing Inc reserves the right (i) to determine what constitutes reasonable cancellation charges, and (ii) to cancel any order at any time if Buyer becomes insolvent or is in breach of any applicable law or any term of this Agreement. Orders for Special Products are non-cancellable.
TITLE AND RISK OF LOSS. Title to each order for Products shall pass from SPEMCO Specialties Manufacturing Inc to Buyer upon SPEMCO Specialties Manufacturing Inc's tender of such order to the initial carrier. Loss or damage that occurs during shipping shall be Buyer's responsibility. Acceptance of an order from the final carrier constitutes a waiver of any claims against SPEMCO Specialties Manufacturing Inc for delay, damage or losses arising from such order.
CREDIT AND PAYMENTS. Payment terms are net 30 days. Visa, MasterCard, American Express and Discover/Novus payments are accepted. No charges will be made to your credit card until the product has been shipped. All payments must be in U.S. dollars. Invoices are due and payable within the time period noted on Buyer's invoice, or if not noted, then within thirty (30) days, measured from the date of the invoice. Account credit may be approved for qualified Buyers, subject to continuing credit approval by SPEMCO Specialties Manufacturing Inc. SPEMCO Specialties Manufacturing Inc reserves the right to withdraw credit at any time and for any reason. SPEMCO Specialties Manufacturing Inc may invoice parts of an order separately or may invoice purchases of Products in one invoice.
OVERDUE ACCOUNTS. Timely payment for all invoices is of the essence. SPEMCO Specialties Manufacturing Inc reserves the right to charge Buyer a late penalty of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law. SPEMCO Specialties Manufacturing Inc shall have the right to set-off and deduct from any credit balance any sums owed from SPEMCO Specialties Manufacturing Inc. If Buyer fails to make payment in accordance with the payment terms specified by SPEMCO Specialties Manufacturing Inc, SPEMCO Specialties Manufacturing Inc may, without any liability to Buyer, defer shipments until such payment is made, or may, at its option, cancel all or any part of the unshipped order. Buyer shall be liable to SPEMCO Specialties Manufacturing Inc for all collection expenses, including reasonable attorney's fees and court costs, incurred by SPEMCO Specialties Manufacturing Inc in attempting to collect any amounts due from Buyer.
CREDIT BALANCES. Unless otherwise agreed to by SPEMCO Specialties Manufacturing Inc in writing, Buyer must use any credit balances that have been issued by SPEMCO Specialties Manufacturing Inc within one (1) year of issuance. IF NOT APPLIED OR REQUESTED WITHIN SUCH PERIOD, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND SPEMCO SPECIALTIES MANUFACTURING INC. SHALL HAVE NO FURTHER LIABILITY WITH RESPECT THERETO.
CORRECTIONS. SPEMCO Specialties Manufacturing Inc is not responsible for pricing, typographical, or other errors in any offer, catalog, price list or quotation, and reserves the right to cancel orders arising from such errors.
SPECIAL PRODUCTS. All drawings, designs or specifications for Special Products must be mutually agreed upon in a written document signed by both parties. Orders for Special Products are non-cancellable and nonreturnable. If Buyer rejects any delivery of Special Products, in whole or in part, Buyer is still liable for the full purchase price of such order.
RETURN POLICY. Subject to certain restrictions, new, unused, and unopened Standard Products may be returned to SPEMCO Specialties Manufacturing Inc after receiving a Return Merchandise Authorization (RMA) from SPEMCO Specialties Manufacturing Inc ("Authorized Returns"). To obtain an RMA, contact your SPEMCO Specialties Manufacturing Inc Buyer Service Representative. Authorized Returns received more than 30 days after initial delivery are subject to a minimum 20% restocking fee. Authorization will not be given for the return of Products (i) which are discontinued Products, (ii) which were not invoiced within the previous twelve (12) month period, or (iii) which are Special Products. Unauthorized returns may be refused and\or returned freight collect. Authorized Returns must be in their original or equivalent packaging, and, unless otherwise agreed to by SPEMCO Specialties Manufacturing Inc in writing, Buyer is responsible for risk of loss and shipping and handling fees for Authorized Returns. The "Return Value" for Authorized Returns shall be the lesser of (i) the prevailing fair market value of such products at the time the RMA is issued or (ii) Buyer's original purchase price for the products, adjusted for bundling and promotional pricing, if applicable. The Return Value shall be paid in the form of a credit to Buyer's account to be used for future purchases of Products. Special Products and discontinued Standard Products are nonreturnable.
DISCONTINUED PRODUCTS. SPEMCO Specialties Manufacturing Inc may modify or discontinue Products at any time without prior notice to Buyer. A change in a Product may occur after a Buyer places an order but before SPEMCO Specialties Manufacturing Inc ships the Products. As a result, the Products a Buyer receives might display minor differences from Products requested in a Buyer order. However, modified or substituted Products will meet or exceed all material specifications of the original Products requested in such order. Discontinued Standard Products are nonreturnable.
LIMITED WARRANTY. SPEMCO Specialties Manufacturing Inc neither warrants nor implies any warranty other than that of the manufacturers whose products we distribute. Subject to certain exclusions and limitations, SPEMCO Specialties Manufacturing Inc warrants that at the time of shipment, all Products will be free of defects in material and workmanship. This warranty does not cover ordinary wear and tear, abuse, misuse, overloading, alteration or Products which have not been installed, operated or maintained in accordance with their intended use. The applicable warranty period for all Products is the 30-day period following date of purchase by Buyer, except as expressly covered by a separate written agreement signed by both parties. No warranty will be honored unless an invoice or other proof of the purchase date is provided to SPEMCO Specialties Manufacturing Inc. Warranty claims received after the applicable warranty period will not be honored. When a warranty claim arises, Buyer must contact SPEMCO Specialties Manufacturing Inc directly. If the defect comes under the terms of this limited warranty, SPEMCO Specialties Manufacturing Inc will arrange, at its option, one of the following: (i) the Product will be repaired by SPEMCO Specialties Manufacturing Inc authorized personnel, (ii) SPEMCO Specialties Manufacturing Inc will replace the Product, or (iii) SPEMCO Specialties Manufacturing Inc will refund the applicable portion of the purchase price
LIMITATION OF LIABILITES. The remedy of repair, replacement or refund is Buyer’s exclusive remedy for breach of the foregoing limited warranty. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SPEMCO SPECIALTIES MANUFACTURING INC. BE RESPONSIBLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. Buyer is solely responsible for determining the suitability of Products for Buyer's use or resale, or for incorporating them into articles or using them in Buyer’s application. Buyers who are distributors (i) are authorized to extend the foregoing limited warranty to its original purchasers in connection with sales of Products, provided that such Products shall not have been altered by such distributor, and (ii) shall be full responsible for any warranties such Buyer makes to its customers, which may be more broad or more extensive than SPEMCO Specialties Manufacturing Inc's limited warranty. SPEMCO Specialties Manufacturing Inc's total liability for any and all claims arising out of or in connection with this Agreement in any 12-month period shall not exceed the total amount paid by Buyer during the prior 12 months of this Agreement for the specific Product subject to any warranty claim.
GOVERNMENT CONTRACTS. Products are commercial items as defined in Federal Acquisition Regulation (FAR) 2.101. If Buyer sells Products to any government, or to a government prime contractor or subcontractor, Buyer shall be solely and exclusively liable for compliance with all government acquisition statutes and regulations. SPEMCO Specialties Manufacturing Inc makes no representations, certifications, or warranties whatsoever about compliance with government acquisition statutes and regulations, including, without limitation, those that may relate to pricing, quality, origin or content, and specifically rejects the flow down of all FAR clauses not required to be included in a subcontract for commercial items.
LEGAL COMPLIANCE. Buyer agrees to comply with all applicable U.S. and foreign laws, regulations, orders and requirements pertaining to the purchase and sale of Products, their export from the U.S., and their import into the country of destination. Without limiting the generality of the foregoing, Buyer acknowledges and agrees to comply with (i) all U.S. export licensing laws and regulations, (ii) all restrictions on the sale or other transfer of Products to prohibited parties, countries or end-users, and (iii) all restrictions on the sale or other transfer of Products for a prohibited end-use. In addition, Buyer acknowledges and agrees to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other applicable antibribery laws and regulations.
DUTY TO DEFEND. Buyer agrees to defend, hold harmless and indemnify SPEMCO Specialties Manufacturing Inc and reimburse SPEMCO Specialties Manufacturing Inc for all claims, taxes, penalties, interest, costs, assessments and expenses that arise as a result of or in connection with any inadequacy or invalidity of any tax exemption certificate submitted by Buyer or any act, omission or misrepresentation of Buyer or any of its affiliates, employees, agents, contractors, Buyers, or representatives, which gives rise to any breach of this Agreement.
FORCE MAJEURE. SPEMCO Specialties Manufacturing Inc shall not be liable in any way for any delay or cancellation in shipment, manufacture or performance due to acts of God, war, riot, insurrection, terrorism, labor difficulties, accident, acts of civil or regulatory authorities, fires, floods, quarantine restrictions, plant conditions, delays in transportation, shortages of fuel, labor or any other condition beyond SPEMCO Specialties Manufacturing Inc's control.
EXCLUSIVE AGREEMENT. This Agreement constitutes the entire agreement between Buyer and SPEMCO Specialties Manufacturing Inc with regard to Buyer's purchase of Products, and supersedes all prior oral and written understandings, communications, or agreements between the parties. SPEMCO Specialties Manufacturing Inc objects to and rejects any additional or different terms or conditions in any form tendered by Buyer, including expressly rejecting any provisions that dictate that Buyer's terms control or any additional or different provisions in a Buyer's electronic business portal. SPEMCO Specialties Manufacturing Inc's failure to object to any provisions or terms from Buyer will not be a waiver or amendment of any of the provisions of this Agreement. If Buyer's purchase order or other correspondence contains terms or conditions in addition or contrary to this Agreement, SPEMCO Specialties Manufacturing Inc's acceptance of Buyer’s order shall not be construed as assent to any such additional terms and conditions and will not constitute a waiver by SPEMCO Specialties Manufacturing Inc of any of this Agreement. In the event this Agreement conflicts with any previous agreement or any other purchase documents between the parties, then this Agreement shall take precedence.
GOVERNING LAW. This Agreement and any claim, dispute, or controversy arising from or relating to this Agreement or Buyer's purchase of any Products shall be governed by the laws of the State of Wisconsin, without regard to its conflict of laws rules. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Buyer irrevocably consents to personal jurisdiction of the state and federal courts in and for Waukesha, County, Wisconsin, and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.
MISCELLANEOUS. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated. No course of dealing between the parties shall amend, modify or supplement any of the provisions hereof. No waiver by SPEMCO Specialties Manufacturing Inc of a breach of any term of this Agreement shall be construed as a waiver by SPEMCO Specialties Manufacturing Inc of any other breach of this Agreement. SPEMCO Specialties Manufacturing Inc reserves the right to update this Agreement at any time; however, Buyer's rights and obligations shall be as provided in the version of this Agreement provided to Buyer or made available to Buyer at the time of its purchase of Products. Buyer shall not assign any order or any interest herein without the prior written consent of SPEMCO Specialties Manufacturing Inc. Any actual or attempted assignment without SPEMCO Specialties Manufacturing Inc’s prior written consent shall entitle SPEMCO Specialties Manufacturing Inc to cancel such order upon notice to Buyer. Notices to SPEMCO Specialties Manufacturing Inc should be in writing sent by tracked next-day delivery service to: SPEMCO Specialties Manufacturing Inc, 34480 Commerce Rd, Fraser, MI 48026, United States. All rights, remedies and powers of SPEMCO Specialties Manufacturing Inc are cumulative and may be pursued or enforced in any manner or order.
SPEMCO Specialties Manufacturing Inc Terms of Sale - Revision Date: 6.7.13