Terms & Conditions
These terms and conditions control the sale of Abel & Schafer products. Abel & Schafer's acceptance
of any order is expressly subject to Buyer's agreement to all the terms and conditions set forth
herein. No addition to or modification of these terms and conditions shall be binding upon Abel &
Schafer unless an authorized representative of Abel & Schafer agrees to such terms in writing.
Unless alternate terms are contained in a contract or other writing signed by an authorized
representative of Abel & Schafer, these terms and conditions shall control. THESE TERMS PREVAIL
OVER ANY OF BUYER’S GENERAL TERMS AND CONDITIONS OF PURCHASE REGARDLESS WHETHER OR WHEN BUYER HAS SUBMITTED ITS PURCHASE ORDER OR SUCH TERMS.
Price and Shipping Terms. Unless otherwise agreed to and confirmed in writing by Abel & Schafer,
(a) all prices, quotations, shipments and deliveries by Abel & Schafer shall be EXW (Incoterms
2010), at Abel & Schafer's place of business; (b) all base pricing is in effect for sixty (60) days
from date of quote, provided, that Abel & Schafer may change any price at its discretion on 30 days
Title and Risk of Loss. Title and risk of loss passes to Buyer upon pickup of the goods by the
carrier at Abel & Schafer’s facilities.
Lead Time. Abel & Schafer will ship standard-list product orders within approximately 10 business
days after receipt of a hard copy purchase order. Abel & Schafer will send acknowledgement or order
confirmation to Buyer within two business days following receipt of Buyer’s purchase order, it
being understood that Abel & Schafer is not obligated to ship any product order unless and until it
acknowledges and accepts the order. Abel & Schafer will provide Buyer with an approximate shipping
date for custom-made products as soon as practicable following Abel & Schafer’s acceptance of an
Order Changes. Once accepted by Abel & Schafer, orders may not be changed without written consent
from Abel & Schafer. All changes may be subject to additional charges.
Standard-List Products. Buyer may cancel any purchase order for standard-list products without
charge within two (2) days after delivering it to Abel & Schafer. Any cancellation made after the
aforementioned grace period but before acceptance by Abel & Schafer will be subject to a service
fee equal to 10% of the total amount of the cancelled order. Once accepted by Abel & Schafer,
orders may not be cancelled without written consent from Abel & Schafer.
Abel & Schafer retains the right to cancel any order pursuant to which changes are requested.
Custom Orders. Notwithstanding any other provision herein, orders for custom-made products
(products other than standard-list products) may not be changed or cancelled subsequent to their
acceptance by Abel & Schafer.
Taxes. Buyer shall be responsible for any and all taxes with respect to the sale, purchase,
delivery, transportation, storage, processing, use, or consumption of any goods or services
Abel & Schafer.
Default in Payment. If Buyer fails to make payments within 30 days from the date of Abel &
Schafer’s invoice, Abel & Schafer, in addition to any other remedies available to it, may, at its
option (a) delay further shipment until such payments are made and satisfactory credit arrangements
are re-established; or (b) cancel the unshipped balance of any order. To reimburse Abel & Schafer
for collection and other efforts, past due payments shall be charged a late fee in the amount
measured as the lower of 2% per month and the maximum interest allowed by law.
Pallets. Buyer is expected to purchase in full pallet quantities. Pallets will be included with any
order weighing 2,000 lbs. or more. For orders under 2,000 lbs., a charge of $15 per pallet will be
Specifications. Abel & Schafer shall have no obligation to ensure that any goods or services
purchased from Abel & Schafer meet Buyer’s unique specifications and/or other requirements unless
such specifications and/or other requirements are set forth in Buyer's purchase order and expressly
accepted by Abel & Schafer.
Transportation. Abel & Schafer shall have absolute discretion in designating and selecting a
carrier for all prepaid shipments.
Damaged Products. All orders are subject to Abel & Schafer’s Damaged Products Policy.
Claims. Unless otherwise expressly agreed by Abel & Schafer, claims respecting the condition of
goods, compliance with specifications or any other matter affecting goods shipped to Buyer must be
made promptly and in no event later than thirty (30) days after receipt of the goods by Buyer.
Buyer forfeits any claims which are made later than thirty (30) days after its receipt of the
goods. Abel & Schafer is not responsible for changes in the condition or compliance of goods that
occur following transfer of title or risk of loss to Buyer. In no event shall any goods be returned
or destroyed by Buyer without the express written consent of Abel & Schafer. All returns must have
an Abel & Schafer return authorization number before Abel & Schaefer will accept them.
Force Majeure. Abel & Schafer shall not be liable for any delay in or impairment of performance
resulting in whole or in part from fire, floods or other catastrophes, acts of God, severe weather
conditions; strikes, lockouts or labor disruption, wars, riots, embargo delays, raw material market
conditions, the inability to procure supplies or raw materials, shortages of transportation
equipment, fuel or labor, or any other circumstance or cause beyond the reasonable control of Abel
& Schafer. Additionally, manufacture, shipment and delivery are subject to any prohibition,
restriction, priority allocation regulation or condition imposed by or on behalf of the United
States of America or any other governmental body with appropriate jurisdiction which may prevent or
interfere with fulfillment of any order.
No Warranty. ABEL & SCHAFER HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY, AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Limitation of Liability. IN NO EVENT SHALL ABEL & SCHAFER BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER
OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE
LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ABEL & SCHAFER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PURCHASE ORDER OR PRODUCTS PURCHASED FROM ABEL & SCHAFER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO ABEL & SCHAFER FOR THE GOODS SOLD HEREUNDER.
Termination. Abel & Schafer may terminate any order or any part thereof as allowed by these terms.
Upon such termination, Buyer agrees to waive all claims for damages, including without limitation,
any loss of anticipated profits. If such termination shall be deemed a breach hereunder, Buyer sole
remedy shall be limited to the excess costs of obtaining substitute goods of the same quantity and
quality, provided such costs do not exceed the Abel & Schafer order price. Any claim for damages
not asserted within sixty (60) days from the date of such termination shall be deemed to have been
waived by Buyer.
Waiver. Waiver by Abel & Schafer of any breach of any of the terms and conditions set forth herein
shall be in writing and shall not be construed as a waiver of any other breach. The failure of Abel
& Schafer to exercise any right arising from any default of Buyer hereunder shall not be deemed to
be a waiver of such right, which may be exercised at any subsequent time.
Choice of Law and Venue. All orders as well as any disputes arising out or in connection with any
orders or products purchased shall be governed by and interpreted in accordance with the laws of
the State of New York, without effect to its conflicts of laws provisions. Litigation of disputes
arising under this order shall be brought only in the state or federal courts located in Suffolk
County in the State of New York.
Waiver of Jury Trial. THE PARTIES IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION OR OTHER PROCEEDING BROUGHT BY THE OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ANY PURCHASE FROM ABEL & SCHAFER.
Severability. If any term or provision of these terms and conditions is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other term or provision herein or invalidate or render unenforceable such term or provision in
any other jurisdiction.