LEGAL TERMS AND CONDITIONS

1. General. “Suffern Plating” means Suffern Plating Corp., a New Jersey Corporation and/or any division or subsidiary identified on any Shipping Order, Quote, Invoice, or Certification (“Service Documents”). “Buyer” means the person, firm or corporation executing an order for goods or services supplied by Suffern Plating (hereinafter “Products or Services”). These Terms and Conditions are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer.  Any additional, different, or conflicting terms and conditions on any such document issued by Buyer at any time are hereby rejected by Suffern Plating and shall not be binding in any way on Suffern Plating. All Service Documents shall include and incorporate these Legal Terms and Conditions.
2. Acceptance, Modification, Entire Agreement.Placement of an order constitutes Suffern Plating’s offer to Buyer upon these Terms and Conditions. Any request for Services becomes a binding contract, subject to the Terms and Conditions thereof, when accepted by acknowledgement or Suffern Plating begins the Services and is binding on the heirs, successors, assigns, and representatives of the Buyer.  The Services are expressly conditioned upon Buyer’s acceptance of all these Terms and Conditions.  Both Parties agree to comply with these Terms and Conditions contained herein and to provide all Goods and/or Services as described within any Service Documents.  These Terms and Conditions constitute the entire agreement between the parties and supersede any previous oral or written representations, including but not limited to provisions in Buyer’s purchase order, proposals, terms and conditions, acknowledgments, or other documents.  No change or modification to Suffern Plating’s Terms and Conditions shall be binding upon Seller unless specifically accepted in writing.
3. Services. It is generally recognized that even after employing all the science known to our industry and using capable people with many years of training, there still remain variables in the electroplating and metal finishing field.  As such, Suffern Plating reserves the right, at their option, to reject work or to make an extra charge for finishing any parts below standard cleanliness and surface finish conditions.  If Suffern Plating is given detailed instructions as to the processes and /or treatments to be performed, Suffern Plating’s responsibility shall be limited to carrying out those instructions.  Type of material, tolerances, and specifications for processing and/or treatments shall be declared in writing prior to Suffern Plating’s processing and shall specify all processes (including required preparation) which Buyer requires Suffern Plating to perform.  Suffern Plating reserves the right to reject work or to make an extra charge for finishing any parts below standard cleanliness and surface finish conditions.  For special or experimental processing or finishing, Suffern Plating’s charges are not contingent upon the success of the work or the benefit derived therefrom.
4. Payment Terms and Conditions. Payment terms are net 30 days for non-precious metal and net 10 days for precious metal. Invoices unpaid on due date shall be considered delinquent and thereafter subject to a finance charge computed by a single monthly rate of two percent (2%) computed on the delinquent balance until the account is paid in full. All Buyer’s materials in Suffern Plating’s possession shall be subject to a general lien for all monies owed to Suffern Plating by Buyer, whether or not due or payable, or whether or not such monies are owed to Suffern Plating for work, labor, services rendered, or materials used in connection with such material.
5. Shipping. Shipping dates contained in any Service Documents are approximate and Suffern Plating shall not be liable for any delay in shipment for any reason. Buyer shall be solely responsible for complying with all applicable U.S. export controls, laws and regulations as may be applicable to Buyer’s use or sale of the good for which Suffern Plating is providing Services under these Terms and Conditions. During storage and transportation of Buyer’s material, Buyer’s containers used in the delivery to Suffern Plating shall be used for reshipment and any damage resulting from the use of such containers shall be at the Buyer’s risk.  Should Buyer desire other packaging, Suffern Plating may charge Buyer for material and handling and will provide such service upon receipt of a written order.
6. Quality and Delivery of Work. (a) Neither Suffern Plating nor its suppliers can be held responsible for any damage or unsatisfactory results which are caused or created during the process of carrying out finishing, excepting the loss of goods or negligent damage to Product(s). (b) Buyer accepts that any procedures, chemicals or processes applied to Product(s) are applied at the sole risk of the Buyer and that no responsibility will be taken by Suffern Plating for any damage to items occurring during the finishing process. (c) Unless otherwise agreed to, Suffern Plating makes no claims or warranties regarding the end result or the quality of any estimated finish or completed result. At its own discretion and choosing, Suffern Plating may offer to re-apply the finish if it accepts that the result achieved should be regarded as substandard or below the standard that it deems acceptable. (d) Any unsatisfactory damage to the Product(s) must be brought to the attention of Suffern Plating immediately on delivery of the Product(s). If there should be any dispute arising from these issues it must be made in writing to Suffern Plating by certified or regular mail.  Any dispute must be made within seven (7) days of the date of the Shipping Label.  Suffern Plating will not accept any responsibility for damage or substandard quality of finishing unless Suffern Plating has declared receipt of the aforementioned notice in writing.  Suffern Plating issues no guarantee at all that Product(s) will be fit for usage when a finishing process has been applied to them. (e) No claim for shortage in weight or count will be allowed unless made in accordance with the aforementioned procedure, provided however, a shrinkage of quantity in processing of five percent (5%) shall be allowed without charge or liability.
7. Recognition of Pre-Existing Conditions. Buyer agrees that some Product(s) that are delivered or provided to Suffern Plating for Services may be damaged prior to Suffern Plating’s receipt and custody.  Buyer further agrees that efforts made by Suffern Plating in the ordinary course of performing Suffern Plating Services covered by any applicable request for work may result in the inadvertent damage or destruction of Product(s).  Buyer expressly agrees that Suffern Plating shall not be responsible for such inadvertent damage or destruction, except in circumstances where Suffern Plating was grossly negligent.  Notwithstanding the foregoing, in the event any failure is due even in part to any products or services provided by Buyer or a third party other than Suffern Plating, Suffern Plating shall not be responsible for correcting such deficiencies and payment shall otherwise be due in ordinary course.
8. Insurance While in Transit and on Site. Products which are delivered either by post or courier are sent at the Buyer’s own risk. Buyers are asked to make sure Products are correctly insured and properly covered by said insurance while they are in transit and in the possession of Suffern Plating, any of its affiliates or suppliers. Suffern Plating is not responsible for any damage to or loss of any Product while they are in transit.  Suffern Plating will not take any responsibility for any Product(s) unless they have been signed for by an official agent of Suffern Plating or any of its representatives, authorized to sign on Suffern Plating’s behalf.   Any Product(s) sent back from Suffern Plating after the services have been rendered will be sent on behalf of Buyer and therefore the responsibility for the Product will be with the delivery agent and the associated insurance company.
9. Inspection and Acceptance. Upon receipt of the Products or Services, Buyer agrees to inspect and/or test the Products or Services. The Products or Services shall be deemed accepted by Buyer unless Buyer provides Suffern Plating a timely written notice, as defined in section six, specifically noting any defects or discrepancies in the quality or quantity of the Products or Services received. All notices regarding nonconforming Products or Services, shortages, rejection or revocation of acceptance must be made in writing and received by Suffern Plating no later than 10 days from the date of Suffern Plating’s Shipping Order or provision of Products or Services (whichever occurs later), which Buyer agrees is a reasonable time frame within which to diligently inspect and provide notice to Suffern Plating.  Buyer waives any right to reject the shipment or revoke acceptance thereafter.
10. Warranties, Indemnity and Limitations of Liability. (a) No warranties, express or implied, are made or authorized by Suffern Plating except for the following: (1) Suffern Plating warrants to Buyer that the work performed and materials used by Suffern Plating conform to the specifications and statements set forth on any Service Documents; (2) Buyer’s remedy and Suffern Plating’s liability under this warranty shall be limited solely to the re-plating of parts and materials returned to Suffern Plating’s plant with transportation charges prepaid, said re-plating is expressly conditioned on the terms and conditions contained in section six of these Terms and Condition; (3) Suffern Plating’s liability hereunder for re-plating shall not apply to any goods which have been subject to misuse, negligence or accidents or which have been altered in anyway so as to affect the performance and reliability of the original plating; (4) Suffern Plating shall not be liable for any incidental, consequential or liquidated damages including death, personal injuries, property damage, or lost profit arising out of defective materials and/or workmanship; and (5) THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 10 IS THE ONLY WARRANTY APPLICABLE TO THE PRODUCTS OR SERVICES SOLD SUBJECT TO THESE TERMS AND CONDITIONS AND IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY SUFFERN PLATING, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) In no event shall Suffern Plating’s liability arising in connection with or under any Service Documents (whether under the theories of breach of contract, tort, misrepresentation, fraud, warranty, negligence, strict liability or any other theory of law) exceed the purchase price, current market value or residual value of the Products or Services, whichever is less.  Buyer shall in no event be entitled to, and Suffern Plating shall not be liable for, direct, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, loss of profit or revenue.
11. Indemnification. Buyer agree to hold Suffern Plating harmless from and indemnify Suffern Plating for any claims or losses or injuries arising from (i) an injury due to the negligence of any person that is an employee or agent of Buyer, (ii) the failure of any person that is an employee or agent of Buyer or any purchasers of the product from Buyer to follow any instructions for use of the product, (iii) the use of any Product in which Suffern Plating provided Services that has been modified, altered or repaired by any person other than an employee or agent of Suffern Plating, (iv) as a result of Buyer’s or its employees’, representatives’ or agents’ negligence, willful misconduct or breach of these terms and conditions, or (v) any damages or injury as a result of failing to disclose the proper uses, non-uses, conforming nature, non-conforming nature, or quality standards of the Products which Suffern Plating provides Services to purchasers of the product from Buyer. Buyer agrees to indemnify and hold Suffern Plating harmless from any and all losses that arise from a third party’s use of the Product, regardless of whether or not the injury resulted from Suffern Plating’s negligent acts or omissions in providing the Services. The foregoing indemnification shall extend to any of Suffern Plating’s directors, employees, agents, and assigns.
12. Components of Another Product. If any Product(s) on which Services were provided by Suffern Plating are to constitute a part or be a component or be installed in a product by Buyer, Suffern Plating’s liability is limited solely to the Services performed by it to the Product(s) provided. On any resale of Product(s), Buyer shall contractually limit its buyer’s rights and remedies against Buyer and Suffern Plating to the same extent as Buyer’s rights and remedies are limited under the Shipping Order.
13. Applicable Law. Buyer agrees to comply with all applicable laws and regulations of the various states and of the United States (limited to U.S. export controls, laws, and regulations) in the use of the Products or Services.
14. Governing Law. These Terms and Conditions shall be governed by and construed according to the laws of the State of New Jersey (the “Forum State”), without giving effect to the principles of choice of law of such state. The parties hereto agree that the federal or state courts of the Forum State shall have exclusive jurisdiction to determine any controversy relating to these Terms and Conditions, Services Documents, or any contract resulting from its acceptance or the performance thereof.
15. Force Majeure. Notwithstanding any other provisions in these Terms and Conditions to the contrary, Suffern Plating shall not be liable to Buyer for any delay or failure in performance of all or any part of these Terms and Conditions, or the Services provided in connection therewith, due to the extent that such delay or failure is the result of any cause beyond Suffern Plating’s reasonable control including but not limited to any act of God, act of government, act of civil or military authority, terrorist act, war, riot, labor disputes, fire, explosion or other hazard. Suffern Plating shall not, under any circumstance, be considered as an insurer of Buyer’s material and shall in no event be liable, regardless of cause, for loss by fire, explosion, theft, pilferage, vandalism, casualty or acts of God, while such material is in Suffern Plating’s possession.
16. Miscellaneous.
(a) The failure of either party to insist upon performance of any provision in these Terms and Conditions shall not be construed as waiving the provision and it shall remain in effect.
(b) All notices required or permitted herein shall be in writing and sent by reliable overnight courier to Suffern Plating or Buyer at the address stated within and Service Documents or to the address as either party may from time to time advise in writing.
(c) No modification or amendment of these Terms and Conditions shall be effective unless agreed to in writing and signed by Buyer and Suffern Plating’s authorized representatives.
(d) In the event that any provision of these Terms and Conditions is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
(e) These Terms and Conditions, together with terms and conditions set forth in the Service Documents provided to Buyer (i) contain the entire agreement between Suffern Plating and Buyer relating to the Product and/or Services, and expressly supersede any and all prior or contemporaneous written or oral agreements relating to said sale, including any terms and conditions on any of Buyer’s documents or purchase orders, and (ii) shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties.  This Terms and Conditions, or any related Service Document shall in no way bind or create privity of contract by and between Suffern Plating and any third party with which Buyer independently contracts.
(f) Buyer agrees not to use or disclose any information about Suffern Plating to any third party relating to Suffern Plating’s racking, fixturing, chemical processes or procedures used in metal finishing.