Acceptance of Terms

Welcome to www.huyett.com. The following are terms of a legal agreement between you and G.L. Huyett. This Site and other sites that may currently exist and/or be established by G.L. Huyett (each, a “Site”, and collectively, the “Sites”) as a service to its customers are governed by these Terms of Service. G.L. Huyett requests that you carefully read these Terms and Conditions before using this Site. By browsing or using a Site, you agree to follow and be bound by these Terms and Conditions and our Privacy and Security Policy without modification. If you do not agree to these Terms and Conditions, please do not use or browse any of our Sites.

Changes to Terms and Conditions

G.L. Huyett may revise these Terms and Conditions at any time, at its sole discretion, by posting an updated version on the Sites. Any changes that we make will be effective immediately upon posting. Please check this page periodically for changes. You will be able to determine if there have been changes since your previous visit by viewing the Last Updated information date that appears at the bottom of these Terms and Conditions. Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices or terms located on particular pages at the Sites.

Security

Access to this G.L. Huyett Site is limited to viewing the linked pages solely for legitimate business purposes, and subject to these Terms. Any access or attempt to access other areas of any G.L. Huyett computer system or other information contained on the system for any purposes is strictly prohibited. G.L. Huyett places extreme importance on protecting information transferred on this Site and security precautions are taken to protect all such information. G.L. Huyett continually reviews and updates the security methods implemented to protect information transmitted via this Site, including measures to secure and protect all personally identifiable information from loss, misuse, and alteration. Even though G.L. Huyett takes measures to protect and secure all customer-related information from loss, misuse or theft, G.L. Huyett cannot guarantee that all electronic commerce is completely secure.

Use of G.L. Huyett Site Content

The design and all text, graphics, information, content, and other material displayed on or that can be downloaded from any of the Sites are either the property of, or used with permission by, G.L. Huyett and are protected by copyright, trademark and other laws and may not be used except as permitted in these Terms and Conditions or with the prior written permission of the owner of such material. You may not modify the information or materials located on any of the Sites in any way or reproduce or publicly display, perform, or distribute or otherwise use any such materials for any unpermitted public or commercial purpose. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations. Trademarks, trade names, service marks and logos used or displayed on the Sites are registered and unregistered trademarks, trade names and service marks of G.L. Huyett and its affiliates. Nothing contained on any of the Sites grants should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on any of the Sites without the prior written permission of G.L. Huyett.

Content Accuracy

G.L. Huyett tries to ensure that the information provided on any of our Sites or in any G.L. Huyett catalog or advertisement is accurate and up-to-date but due to the risk that the information may be compromised by software or procedural errors, G.L. Huyett does not guarantee the accuracy or completeness of the information provided on any Site or in any G.L. Huyett catalog or advertisement. G.L. Huyett reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order). Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. Photos may vary. Pricing and shipping and handling rates are subject to change without notice. We apologize for any inconvenience this may cause you.

Third Party Links

From time to time, the Sites may contain links to Websites that are not owned, operated or controlled by G.L. Huyett, or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave our Site. Neither G.L. Huyett nor any of its affiliates are responsible for any content, materials or other information located on or accessible from any other Website. Neither G.L. Huyett nor any of its affiliates endorse, guarantee, or make any representations or warranties regarding any other Website, or any content, materials or other information located or accessible from such Websites, or the results that you may obtain from using such Websites. If you decide to access any other Website linked to or from one of the Sites, you do so entirely at your own risk.

Personal Account

If you use this Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

E-mail Communication

G.L. Huyett sends e-mails to all customers regarding quote or order status; these e-mails include order confirmation, shipping information, changes regarding the status of your order, Request for Quote Responses, and notifications related to our Terms of Service or General Operation (emergency shut downs, weather delays, etc.). You may not opt out of these administrative e-mails. Additionally, you may receive marketing information about products and services that G.L. Huyett believes may be of interest to you. If you do not want to receive them, you may OPT OUT at any time by following the “opting out” procedures listed in our privacy policy or by clicking the “Unsubscribe” link in any of these e-mails. As part of our privacy policy, we do not sell or share customer e-mails to external marketing entities. For more information see our Privacy Policy.

Consent

By your use of this Site, you consent to these Conditions of Use. G.L. Huyett reserves the right to change the Conditions of Use at any time. All changes will be posted on this page. Your continued use of the Site will constitute your acceptance of such changes. Check back regularly for updates to these Conditions of Use and the latest privacy policy information.

This document is the governing document for any and all sales orders approved and authorized by Flinthills Trading Company, a Kansas corporation doing business as G.L. Huyett. These Terms of Sale supercede all previous agreements between the Buyer in the Order Acknowledgement, and G.L. Huyett. All sales by G.L. Huyett are made subject to the terms and conditions herein, and by acceptance of the Order Acknowledgement and receipt of the parts ordered therein, Buyer unconditionally acknowledges and agrees to these Terms of Sale. Buyer and G.L. Huyett acknowledge and agree that these Terms of Sale constitute the entire agreement between the parties with respect to the purchase and sale of the goods described in the Order Acknowledgement. This agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without reference to principles of conflict of laws.

Prices

All prices are subject to change without notice, and the prices of products on order but unshipped may be adjusted to the price in effect at the time of shipment. All products are bulk packed and bulk packaged unless otherwise specified.

Minimum Order / Special Handling

G.L. Huyett does not have a minimum order. A small order handling fee of no less than $10.00 applies to all orders with a net sales value of less than $50.00. An “order” is defined as one shipment to one location. Split shipments sent via more than one shipping method, or purchase orders submitted with multiple release dates shall be considered orders for each unique release date and release location. Back orders that are the result of G.L. Huyett stock outs will not impact order value or release value. A net sales value of $2.00 per line item per order or release is requested. Key stock that is over 1 meter requires the part to be packaged with a board to prevent damage or injury and will be charged a $10.00 Board Fee if the order is under $100.00. For purposes herein, “net sales” consists of the selling price of the goods sold, net of taxes, freight or handling charges, discounts, allowances, or other permitted deductions.

Returns and Cancellations

No order may be canceled or altered by Buyer except upon terms and conditions acceptable to G.L. Huyett, as evidenced by G.L. Huyett’s duly authorized written consent. Returns shall be considered only within 30 days of invoice date. A restocking charge may be applied to all authorized returns due to customer error. Returns apply only to standard, stock inventory items and not to special parts that are made or stocked to unique customer or special circumstance specifications. To calculate restocking charges, G.L. Huyett shall consider the order history of the customer, the circumstances of the return, the orientation of the customer’s business operations toward G.L. Huyett, and the cost of the return itself, in calculating such restocking fees. A restock shall be permitted only after receipt and acknowledgement by the customer of the terms and conditions of the restock using a duly authorized G.L. Huyett Return Authorization form. The customer must complete the return within thirty (30) days of issuance, and must use a photocopy or facsimile of the Return Authorization form as a Packing List back to G.L. Huyett.

Shipping Tolerance

G.L. Huyett reserves the right to under or over ship the order quantity of all non-stock items by 10% as a result of our production processes, unless otherwise directed in the Order Acknowledgement.

Country of Origin

G.L. Huyett manufactures, sources, and distributes a wide array of products in many different materials, dimensions, and finishes. For sourced items, the Country of Origin (COO) is provided by our suppliers. For items manufactured by G.L. Huyett, based on the availability of raw materials that meet the highest quality and tolerance standards, raw materials can come from countries that include the U.S., Canada, Germany, Taiwan, or Italy. Once received, the raw material undergoes substantial transformation which can include milling, cutting, tumbling, plating, and/or heat treating in our U.S. facilities in order to prepare it for use by an end user and is therefore designated as “USA” for COO. Raw material COO is available upon request at the lot level but may incur processing fees. Every effort is made to properly indicate and accurately communicate the COO, but are subject to change.

Unannounced Changes

Data published in all catalogs and advertisements- including prices, tolerances and specifications- are subject to change without notice.

Taxes

Buyer shall bear the cost of all import duties, manufacturer’s tax, retail occupation tax, use tax, sales tax, value added tax, excise tax, duty or charge of any nature whatsoever imposed on or measured by the transaction between G.L. Huyett and Buyer, in addition to the prices quoted or invoiced, and in the event G.L. Huyett is required to pay such tax, duty, or charge, Buyer shall immediately reimburse G.L. Huyett the payment so paid.

Plain Finish Parts

G.L. Huyett makes efforts to insure that plain finish parts arrive at the customer in good and corrosion-free condition. Such steps include the use of special packaging, the distribution of special corrosion prevention coatings, sealing in specially-designed plastic bags, and handling of parts at G.L. Huyett’s plant by personnel wearing protective gloves. In spite of these efforts, it is possible, particularly during late summer and in conditions where freight firms allow contact of the shipping containers with weather elements, for parts to develop surface corrosion, especially if contacted by unprotected human hands upon receipt. As a result, we are unable to guarantee the shelf life of any plain-finished parts.

Notice!
Special care & handling required for plain finish parts!

Plain finish parts require special handling to prevent surface corrosion and to extend shelf life.

Limited warranty for surface finish: 30 days from date of shipment.

At the factory a special sealer and treatment is installed to prevent corrosion, and specially-formulated plastic liners are used to protect parts from the exterior atmosphere. During final production, parts are tumbled to remove burrs, and all draw lubrication and surface oils are removed. The post-tumbling treatment is intended to add back surface treatment, providing parts “dry to the touch” with shelf life. There are significant limitations in this process. It is vital that the following handling instructions be maintained:

1. Inspect the shipment packages. If there are any wet marks or evidence of moisture, or if containers are cracked or torn open in any manner, report to the carrier and write “Concealed Damage” across the face of the Bill of Lading at receipt.
2. Do not remove parts from original packing until ready for use.
3. If the package is opened, reroll the inner liner and reclose the box for storage.
4. When touching plain finished parts, wear neoprene, latex, or thick cotton gloves, so that hand oils are not allowed to contact the surface of the parts.
5. Avoid human sweat or any type of contaminant to contact the surface of the parts.

By not handling plain finish parts in a proper manner, surface corrosion can appear in as little as 24 hours, especially during the months of June, July, August, and September in North America. Improper handling will void any and all warranties. The shelf life of plain finish parts can be extended if the parts are oiled “wet to the touch.” For information about this process, contact G.L. Huyett Sales Engineering.

F.O.B.

All shipments are made F.O.B. Minneapolis, Kansas, unless drop shipped at the sole discretion of G.L. Huyett, or by directive from the customer. Freight is billed either Freight Collect, 3rd party Collect or Prepay and Add, with handling fee of not less than $2.00 on all Prepay and Add orders.

Delivery, Delay, and Shortage

All quoted delivery dates and/or periods are approximate and shall commence when Buyer has provided complete specifications and/or applicable documents required to effect shipment. Title and risk of loss or damage in transit shall pass to Buyer upon delivery of products to a carrier or courier from G.L. Huyett. G.L. Huyett reserves the right to make delivery in installments; and all installments, when separately invoiced, shall be paid for when due. Delay in delivery of any installment shall not relieve Buyer of its obligations to accept remaining deliveries. G.L. Huyett shall not be liable for any damages as a result of any delay due to any cause beyond G.L. Huyett’s reasonable control, including but not limited to any act of God, act of Buyer, embargo or other government act, regulation or request, fire, accident, strike, slowdown, war, riot, shortage, delay in transportation, or delayed delivery by suppliers. In the event of any such delay, the time for delivery shall be extended for a period equal to the time lost by reason of any such delay. Claims for shortages or other errors must be made in writing to G.L. Huyett within ten (10) days after receipt of shipment; and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.

Payment

All accounts require prior credit approval. Upon approved credit, payment is due per account terms. Invoices may be transmitted electronically, by fax, or via U.S. mail. A finance charge of 1 1/2% per month will be computed and added to all past due accounts. The Annual Percentage Rate (APR) shall be 18%, but in no event higher than the maximum APR allowed by law.

Limited Warranty

Products purchased from G.L. Huyett by Buyer may be manufactured by third parties, which may or may not provide a warranty to the purchases of their products. G.L. Huyett agrees, upon request by Buyer, to assign Buyer any and all such warranties without recourse. G.L. Huyett warrants that all products shipped against this order will conform to specifications and drawings submitted and that such products will be manufactured and inspected according to generally accepted applicable practices of companies manufacturing industrial fasteners. Unless dimensions are limited by a specific tolerance set forth in a customer supplied and approved document, commercial tolerances will apply. Any change or alteration to parts, whether by customer, freight company, or outside contractor such as a plating or heat treating contractor, nulls the warranty. This warranty is made in lieu of all other warranties, express or implied, including warranties of merchantability and fitness for a particular use.

G.L. Huyett warrants that all products manufactured and supplied hereunder shall be free of defects in materials and workmanship for a period of thirty (30) days from date of shipment. This warranty is void unless Buyer inspects the products when received and notifies G.L. Huyett of any rejections based on non-conformity to specifications of or defects in the products within ten (10) days after receipt thereof by Buyer. This warranty does not apply to any products that are reworked or subjected to any type of additional processing by Buyer, or any other party. If within the thirty (30) day period any such product proved to G.L. Huyett’s satisfaction to be defective, such products shall be repaired or replaced at G.L. Huyett’s expense. Such repair or replacement shall be at G.L. Huyett’s sole discretion, and the Buyer’s exclusive remedy hereunder.

Any description of the product, whether in writing or made orally by G.L. Huyett, or G.L. Huyett’s agent, is for the sole purpose of identifying the product and shall not be construed as an express warranty. Any suggestions by G.L. Huyett or G.L. Huyett’s agent regarding use, application, or suitability of the product shall not be construed as an express warranty unless confirmed to be such in writing by G.L. Huyett.

Exclusion of Consequential Damages and Liability Disclaimer

This warranty is limited to replacement of the parts sold. No other costs may apply. G.L. Huyett makes no warranty as to fitness or merchantability of its parts for any purpose or particular use.

G.L. Huyett’s liability with respect to products sold shall be limited to the warranty provided herein, and with respect to other performance of this contract, shall be limited to the contract price allocable to the product (or part thereof) that gives rise to the claim.

G.L. Huyett shall not be subject to any disclaims; any other obligations or liabilities arising out of breach of contract; any obligations whatsoever arising from tort claims (including negligence and strict liability) or arising under other theories of law with respect to products sold or services rendered by seller, or any undertakings, acts of omissions related thereto; all consequential, incidental, and contingent damages whatsoever.

Without limiting the generality of the foregoing, G.L. Huyett specifically disclaims any liability for penalties (including administrative penalties,) special or punitive damages, damages for profits or revenues, cost of any product recall, loss of use of products or any associated equipment or device, cost of capital, facilities or services, downtime, shutdown costs, or any other types of economic loss.

Submit questions for clarification of our Terms of Sale.

These Terms of Purchase supersede all previous agreements between the Seller and G.L. Huyett. This Purchase Order and Terms of Sale do not constitute an acceptance of any offer or quote from Seller.

Goods

Seller agrees to provide the products, services, warranties, scope of work, and product support, hereinafter referred to as “Goods” in accordance with this Purchase Order and the Terms of Purchase (hereinafter referred to as “Agreement”) set forth herein. Upon acceptance of this Purchase Order or a shipment of goods, Seller shall be bound by this Agreement, including all provision set forth in the Purchase Order, whether Seller acknowledges or otherwise signs this Agreement or the Purchase Order, unless Seller and G.L. Huyett agree in writing to the contrary prior to Seller’s shipment of Goods. This Agreement may not be added to, amended, modified, superseded or otherwise altered, except if agreed to in writing by an authorized representative of G.L. Huyett. Any of the following acts shall constitute acceptance of this Purchase Order and Agreement: signing and returning a copy of the Purchase Order; delivery of any of the Goods ordered; or returning Seller’s own version of an Order Acknowledgement. Any additional term, provision, warranty, or condition in Seller’s Order Acknowledgement shall be deemed to be a material alteration of the Agreement and Purchase Order, and is hereby objected to by G.L. Huyett. Any such term, provision, or condition shall be totally inapplicable to this Purchase Order and Agreement unless specifically agreed to in writing by an authorized representative of G.L. Huyett. To the extent that this Agreement might be interpreted as acceptance of Seller’s prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods shall constitute such assent. Should the Seller fail to comply with any provision of this Agreement or Purchase Order, G.L. Huyett hereby reserves the right to reschedule any delivery or cancel any purchase order issued at any time prior to shipment of the Goods. G.L. Huyett shall not be subject to any charges or other fees as a result of such cancellation, or any restocking fees for excess inventories or materials built or purchased by Seller unless approved in writing by an authorized representative of G.L. Huyett.

Delivery

Delivery of Goods shall be made pursuant to the provisions set forth in the Purchase Order. In the event that Seller fails to deliver the Goods within the time specified, or via the wrong carrier route method, G.L. Huyett may, at its sole option, decline to accept the Goods and terminate the Purchase Order and this Agreement. In the event that G.L. Huyett decides to accept such Goods, Seller agrees to ship such Goods via priority air shipment methods for overnight delivery at Seller’s sole expense, should such expedited delivery be requested by G.L. Huyett in writing to Seller. Seller shall package all items in suitable containers to permit safe transportation and handling, and to insure that Goods arrive at G.L. Huyett’s facility in good and resalable condition. Seller shall legibly and prominently place G.L. Huyett’s purchase order number on all shipping containers, packing sheets, bills of lading, and delivery tickets. Seller shall legibly and prominently place its lot number for each production lot on each shipping container, and individual lots shall be segregated from one another in a manner that prevents co-mingling of lots during transportation. It is desirable that the G.L. Huyett item number, Seller’s shipping quantity, Country of Orgin, G.L. Huyett’s purchase order number, and Seller’s lot number be barcoded in accordance with G.L. Huyett Packaging Specifications.

Risk of Loss

Title of the Goods shipped under this Purchase Order shall pass to G.L. Huyett in accordance with the shipping terms specified in the Purchase Order.

Payment

G.L. Huyett shall pay Seller the amount agreed upon and specified in the Purchase Order. Payment shall not constitute acceptance of the Goods. Seller shall invoice G.L. Huyett within ninety (90) days of delivery of Goods and must reference the applicable purchase order number, and attach the original Bill of Lading. G.L. Huyett reserves the right to return all incorrect invoices, and such delay may delay payment with no loss of cash discount if the Seller does not comply with these provisions. Unless otherwise specified in the Purchase Order, G.L. Huyett shall pay the invoiced amount within forty-five (45) days of receipt of a correct invoice. G.L. Huyett may at all times set off any amount that Seller, or any affiliate of Seller, owes to G.L. Huyett against any amount that G.L. Huyett, or any G.L. Huyett affiliate, owes to Seller.

Warranties

Seller warrants that all Goods provided will be new and not be used or refurbished. Seller warrants that all Goods shall be free from defects in materials and workmanship and shall conform to all applicable specifications for a period of fifteen (15) months from the date of delivery to G.L. Huyett or for the period set forth in Seller’s standard warranty, whichever is longer. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to G.L. Huyett, Seller’s standard warranty and service guarantee applicable to the Goods. If G.L. Huyett identifies a defect or warranty problem during the warranty period, G.L. Huyett will promptly notify the Seller of such problem and will return the Goods to Seller, at Seller’s expense. Seller shall be responsible to reimburse G.L. Huyett for any and all costs associated with defects, including but not limited to inspection; sorting; storage; testing; transportation of defective parts between G.L. Huyett and its customers; transportation of defective parts between G.L. Huyett and Seller; transportation of replacement parts between G.L. Huyett and its customers, as well as between G.L. Huyett and Seller; any costs of recalls, reworking; fines; penalties; fess assessed by customers of G.L. Huyett; notices; advertisements; or any and all other costs associated with the shipment, release, use, assembly, or rework of defective products from Seller. Seller hereby acknowledges and agrees and hereby grants G.L. Huyett a right of offset to set off any claims or costs associated with defective products as described herein, against amounts due from G.L. Huyett to Seller for non-defective products, even if purchased under different purchase orders. Seller shall, at G.L. Huyett’s option, either repair or replace defective Goods, or credit G.L. Huyett’s account for the same. Replacement and repaired Goods shall be warranted for the remainder of the warranty period, or six months, whichever is longer.

Inspection

G.L. Huyett shall have a reasonable time, after receipt of Goods, and before payment, to inspect them for conformity hereto, and Goods received prior to inspection shall not be deemed accepted until G.L. Huyett has run an adequate test to determine whether the Goods conform to the specifications hereof. Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods. If Goods tendered by Seller do not wholly conform to the provisions hereof, G.L. Huyett shall have the right to reject such Goods. Non-conforming Goods will be returned to Seller freight collect and risk of loss shall pass to Seller upon G.L. Huyett’s delivery to the common carrier.

Compliance

Seller warrants, and upon request shall certify, that (i) it and the Goods furnished hereunder comply with all applicable United States, federal, state, and local laws, executive orders, and rules and regulations (including without limitation environmental laws), (ii) the Goods were produced and delivered in accordance with the Fair Labor Standards Act 1938, as amended, and all regulations and orders issued thereunder or relating thereto (including without limitation relative to equal employment opportunity), (iii) the tariff reductions and exemptions provided under NAFTA for goods of the type covered by this Purchase Order and will apply to the Goods covered by this Purchase Order, and the Seller shall maintain all records required under NAFTA to evidence that applicability, and (iv) in production of the Goods, Seller has complied with the Equal Opportunity Clause in 41 CFR 60-1.4; the Affirmative Action Clause regarding Disabled Veterans and Veterans of the Vietnam Era in 41 CFR 60-250-4; the Affirmative Action Clause regarding Handicapped Workers in 41 CRR 60-741.4; and any other provisions required by the Office of Federal Contract Compliance Programs as set forth in 41 CFR Chapter 60; and any other applicable Executive Orders. Seller warrants that none of the Goods were produced using forced, indentured, or convicted labor, or from the use of the labor of persons in violation of the minimum wage law in the country of manufacture, or in the case of services, the country in which services were rendered. Seller has complied with all laws regarding improper or illegal payments gifts, or gratuities, including G.L. Huyett’s entertainment and gift policies; and Seller has not paid, or not promised to pay, or authorized the payment of any money or anything of value, either directly or indirectly, to any person or entity for the purpose of illegally or improperly inducing a decision or obtaining or retaining business or an advantage in connection with the Goods purchased herein.

Environmental and Safety

Seller warrants and represents, and has properly tested and verified that the Goods, including all packaging and transportation materials, shipped pursuant to this Purchase Order and Agreement do not contain the following: Antimony; Arsenic; Barium (Water Soluble); Cadmium; Hexavalent Chromium; Lead; Mercury; Selenium; Asbestos; Fiberglass; Flame Retardants; Polybrominated Biphenyls (PBB); Polybrominated Diphenyl Ethers (PBDE); Anti-Fungal Additives; Colorants and Pigments; Refrigerants; Foam Blowing Agents; Residual Monomer Content in Polymers; Radioactive Isotopes; or Plasticizers in Polymers. Seller warrants that Goods conform to the Federal Hazardous Substances Act as amended, and the Toxic Substances Control Act of the U.S. Environmental Protection Agency, as amended. Seller further agrees to provide Material Safety Data Sheets (“MSDS”) as required by law with each shipment of the Goods, or to have available at the time of shipment on Seller’s Website. Unless otherwise noted, Seller hereby warrants and acknowledges and agrees that the Goods conform to European Directive for the Restriction of Hazardous Substances, otherwise known as “RoHS”.

Independent Contractor

Seller is an independent contractor for all purposes, without express or implied authority to bind G.L. Huyett by contract or otherwise. Neither Seller nor its employees, agents, or subcontractors (hereinafter referred to as “Seller’s Assistants”), are agents or employees of G.L. Huyett, nor entitled to any employee benefits of G.L. Huyett, including but not limited to, any type of insurance.

Seller Responsible for Taxes and Records

Seller shall be solely responsible for filing the appropriate United States, federal, state, and local tax forms, and paying all such taxes or fees, including estimated taxes and employment taxes, due with respect to Seller’s receipt of payment under this Agreement.

Insurance

Seller shall be solely responsible for maintaining and requiring Seller’s Assistants to maintain such adequate products liability, health, auto, worker’s compensation, unemployment compensation, disability, liability, and other insurance, as required by law or as is the common practice in Seller’s and Seller’s Assistant’s trades or businesses. Upon request, Seller shall provide G.L. Huyett with certificate of insurance or evidence of coverage before commencing performance of this Agreement.

Indemnity

Seller shall indemnify and hold harmless, and at G.L. Huyett’s request, defend G.L. Huyett, its officers, directors, customers (including customer’s customers), agents and employees, against all claims, liabilities, damages, losses and expenses, including attorney’s fees and cost of suit arising out of or in any way connected with this Agreement, or the Goods provided under this Agreement, without limitation, any claim by a third party against G.L. Huyett alleging that the Goods or any other products or processes provided under this Agreement, infringe a patent, a copyright, trademark, trade secret or any other proprietary right of a third party, whether provided alone or in combination with other products, software, or processes.

Confidentiality

Seller will acquire knowledge of G.L. Huyett confidential information in connection with its performance hereunder and agrees to keep such information in confidence during and following termination or expiration of this Agreement. Seller agrees to limit its internal distribution of G.L. Huyett confidential information to Seller’s Assistants who have a need to know, and further agrees not to disclose or use such information except in the course of performing hereunder and will not use such information to its own benefit or for the benefit of any third party. The Seller shall not disclose the existence of or any information concerning the Seller’s business relationship with G.L. Huyett unless required by law.

Termination

G.L. Huyett may terminate this Agreement and Purchase Order upon written notice to Seller. In the event, the Seller fails to perform or otherwise breaches this Agreement, files a petition for bankruptcy, becomes insolvent, or dissolves. In the event of such termination, G.L. Huyett shall pay Seller for those conforming Goods delivered to G.L. Huyett through the date of termination, less appropriate offsets. G.L. Huyett may terminate this Agreement for any other reason upon thirty (30) days’ notice to Seller. Seller shall cease to provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, G.L. Huyett shall be liable to Seller only for those conforming Goods delivered to G.L. Huyett through the date of termination, including unburdened cost of labor and materials in process completed prior to such cancellation notice, less appropriate offsets.

Force Majeure

G.L. Huyett shall not be liable for any failure to perform including failure to take delivery of the Goods as provided caused by circumstances beyond its control, which make such performance commercially impractical, including but not limited to acts of God, fire, flood, acts of war, government action and accident. In the event G.L. Huyett is so excused, either party may terminate the Agreement, and G.L. Huyett at its expense and risk, return any Goods received to the place of shipment.

Severability

If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Limitation of Liability

In no event shall G.L. Huyett be liable to seller or seller’s assistants, or any third party for any incident, indirect, special or consequential damages arising out of or in connection with, this agreement whether or not G.L. Huyett was advised of the possibility of such damage.

Assignment, Waiver, Cumulative Rights

Seller may not assign this Agreement or any of its rights or obligations under this Agreement, without the proper written consent of G.L. Huyett. Any assignment or transfer without such written consent shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of G.L. Huyett without restriction. A waiver of any default hereunder or any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or other term or condition. The rights and remedies herein provided to G.L. Huyett shall be cumulative, as to one another, and shall be in addition to any other rights and remedies provided by law or equity.

Governing Law

This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of Kansas, excluding its conflict of law rules. The state and federal courts in Wichita, Kansas shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. Seller and G.L. Huyett hereby submit to the jurisdiction of said courts, and waive any defense of forum non conveniens.

Entire Agreement

This Agreement is the complete, final and exclusive statement of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgement or other document submitted by Seller.

It is our privilege and honor to serve you. G. L. Huyett recognizes that returned goods are a costly business transaction regardless of cause and effect. While Huyett management makes every effort to minimize supplier-induced returns, there are rare instances when we make mistakes.

When we do, you need to know that we are sorry and we review each and every error for process improvements in our operation.

When we have customer-requested returns, we use guidelines in assessing restocking fees that are based on the specialization of the items to be returned; the cost of the return transaction relative to the value of the goods; the age of the original shipment and on the value of the customer to our operation. Customers with low return experiences, and above average orders and annual sales volume will be given much greater leeway in return considerations than customers who possess a higher cost of doing business to our operation. We seek to be fair and equitable.

This return is subject to the following Terms and Conditions.

1. By acceptance of the Return Goods Authorization and shipment of authorized returned parts thereof, Buyer unconditionally acknowledges and agrees to these Terms of Return Sale, including the applicable restock fees and shipping methods stated herein and in the Return Goods Authorization.
2. Buyer unconditionally acknowledges and agrees that until such goods are received, inspected, and accounted for at Huyett’s plant, and that a mutually-agreed credit is granted in writing, the G. L. Huyett Terms of Sale shall apply.
3. Returned goods must arrive by the Arrival Date on the Return Goods Authorization, as evidenced by a Bill of Lading or UPS tracking number, pursuant to the Shipping Method, or this Terms of Return Sale shall become null and void.
4. Buyer must ship goods in containers suitable for transport such that the goods are received free of damage in transit. All risk in transit is upon the Buyer and Buyer should insure all shipments that possess a value of greater than U.S. $100.00.
5. Buyer shall place a facsimile or photocopy of the Return Goods Authorization into the shipping container and it is requested that the bar coded shipping label be placed onto the outside of the shipping carton.
6. All goods must be received in substantially the same condition as when shipped, with original packaging, lot numbers and parts in good and resalable condition. Should the returned parts not arrive in said condition with appropriate documentation, the Terms of Return Sale shall become null and void at the sole discretion of G. L. Huyett.
7. All goods must have been purchased from G. L. Huyett, and possess matching lot numbers and tracking to original invoices from Huyett to Buyer.

These Terms of Return Sale constitute the entire agreement between the parties with respect to the contemplated return described in the Return Goods Authorization. This agreement shall be governed by and construed in accordance to the laws of the State of Kansas, without reference to principles of conflict of laws.

NOTICE!
SPECIAL CARE & HANDLING REQUIRED FOR PLAIN FINISH PARTS!

Plain finish parts require special handling to prevent surface corrosion and to extend shelf life.

Limited warranty for surface finish: 30 days from date of shipment.

At the factory a special sealer and treatment is installed to prevent corrosion, and specially-formulated plastic liners are used to protect parts from the exterior atmosphere. During final production, parts are tumbled to remove burrs, and all draw lubrication and surface oils are removed. The post-tumbling treatment is intended to add back surface treatment, providing parts “dry to the touch” with shelf life. There are significant limitations in this process. It is vital that the following handling instructions be maintained:

1. Inspect the shipment packages. If there are any wet marks or evidence of moisture, or if containers are cracked or torn open in any manner, report to the carrier and write “Concealed Damage” across the face of the Bill of Lading at receipt.
2. Do not remove parts from original packing until ready for use.
3. If the package is opened, reroll the inner liner and reclose the box for storage.
4. When touching plain finished parts, wear neoprene, latex, or thick cotton gloves, so that hand oils are not allowed to contact the surface of the parts.
5. Avoid human sweat or any type of contaminant to contact the surface of the parts.

By not handling plain finish parts in a proper manner, surface corrosion can appear in as little as 24 hours, especially during the months of June, July, August, and September in North America. Improper handling will void any and all warranties. The shelf life of plain finish parts can be extended if the parts are oiled “wet to the touch.” For information about this process, contact G.L. Huyett Sales Engineering.