Terms and Conditions of Purchase

TERMS AND CONDITIONS OF PURCHASE OF MFG DIRECT USA INC DBA ALUMADOOR

TERMS AND CONDITIONS. No terms and conditions other than those set forth in a purchase order (“PO”) of MFG Direct USA Inc dba ALUMADOOR, a California corporation (hereinafter “Alumadoor”) of goods or services (“Order”), including any terms and conditions in any document attached to or incorporated by reference, shall be binding upon Alumadoor unless accepted by it in writing signed by authorized Alumadoor personnel. Notwithstanding any other provision of these Terms, Alumadoor reserves expressly the right to revoke these Terms at any time prior to receipt of notice of acceptance by the counterparty (“Seller(s)”). Acceptance is limited to the terms stated herein. All terms and conditions contained in any prior or subsequent proposal or acknowledgment of these Terms which are different from or in addition to the terms and conditions of these Terms are hereby rejected and shall not be binding on Alumadoor, whether, or not, they would materially alter these Terms, and Alumadoor hereby expressly objects thereto. Seller will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or service covered by these Terms is shipped or an invoice is presented in connection with such goods and/or services.

ETHICAL EMPLOYMENT PRACTICES AND NON-DISCRIMINATION POLICY. Alumadoor recognizes the value of diverse skills, ideas, and backgrounds, and requires workplaces of Sellers to Alumadoor to be professional and free from discrimination, harassment, and abuse. Examples of such practices are listed below.

Treat each person with dignity and respect and afford them equal opportunity to the fullest extent provided by law.
Not discriminate in hiring and employment practices based on characteristics that are protected by local law.
Respect the right to freely associate or not associate with any group in compliance with local laws.
Comply with all applicable wage and hour laws.
Comply with all applicable laws with respect to child labor.
Not use forced, bonded, involuntary, prison, or indentured labor.
Not intentionally source materials from supply chains associated with human trafficking and take reasonable efforts to assure that its own suppliers comply with this requirement.

COMPLIANCE WITH LAWS.

In General. Seller warrants that all goods provided hereunder have been produced and all services performed comply with applicable federal, state and local laws, ordinances, codes, rules, regulations or standards, including without limitation, those pertaining to the manufacture, labeling, invoicing and sale of such goods or services, environmental protection, immigration, employment and occupational safety and health. Sellers located within the United States also warrant that they shall at all times comply with applicable provisions relating to government contractors and subcontractors, which provisions, and any contract clauses required thereunder, are incorporated in these Terms by reference as if set forth in full, including the provisions of 41 CFR 60-250.4 relating to disabled and Vietnam era veterans; and the provisions of 41 CFR 60-741 relating to handicapped workers. Where legally required, Seller purchase orders shall include these clauses supporting these Terms and shall at request of Alumadoor certify to all the foregoing.
Fair Labor Standards Act. In accepting these Terms, Seller represents and warrants that the goods and/or services to be furnished hereunder were or will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, the and the orders and regulations issued pursuant thereto.
Global Trade Compliance. Sellers to Alumadoor are required to comply with all applicable international trade laws and regulations, including import, export, and reexport controls regulations, as well as applicable embargoes, sanctions, and anti-boycott laws.
Anti-Bribery and Anti-Corruption. Offering or paying bribes or anything of value to win business or obtain an unfair advantage is unacceptable, even if business is lost or difficulties are encountered as a result (for example, delays in obtaining permits or licenses). Bribes and other corrupt payments may violate multiple anti-corruption laws and expose individuals, suppliers to Alumadoor, and Alumadoor to civil and criminal liability and severe penalties. Violations could also result in the loss of future government contracts. Sellers to Alumadoor are prohibited from engaging in corruption, extortion, or embezzlement in any form.
Fair Dealing and Competition Laws. Alumadoor succeeds by competing fairly and dealing truthfully with customers and business partners, without manipulation or concealment. Sellers to Alumadoor are required to uphold fair business standards in advertising, sales, and competition. Sellers to Alumadoor are required to comply with applicable antitrust and competition laws where they do business. These laws prohibit agreements between competitors that affect prices, costs, terms or conditions of sale, the markets in which they will compete, or customers or suppliers with whom they will do business. These laws may also regulate distribution agreements, rebates, discounts, or territorial restrictions on resellers.
Conflicts of Interest. Sellers to Alumadoor must avoid involvement in actual or apparent conflicts of interest between the Seller’s interests and the interests of Alumadoor. Any actual or apparent conflict of interest should be disclosed.
Anti-Money Laundering. Alumadoor conducts business only with reputable suppliers involved in legitimate business activities using funds from legitimate sources. Sellers to Alumadoor are required to comply with applicable laws relating to money laundering.
Conflict Minerals. Alumadoor intends to comply with the requirements of the Dodd–Frank Wall Street Reform and Consumer Protection Act (the “Act”), Section 1502, which aims to prevent the use of “Conflict Minerals” that directly or indirectly finance or benefit armed groups in The Democratic Republic of the Congo (DRC) or an adjoining country as defined in the Act. The Act requires Alumadoor to perform due diligence with respect to the sourcing of Conflict Minerals. As a supplier to Alumadoor, Alumadoor hold you responsible for complying with this Act and for passing these same requirements on to your suppliers.

TRANSPORTATION/SHIPPING.

Shipping in General. The Seller shall comply with standard routing and shipping instructions as issued by Alumadoor. If such instructions have not been previously received, instructions must be requested from Alumadoor immediately. All items shall be properly identified with Alumadoor Order number releasing shipments against the Order item number or other identification number shown and these Terms.
For containerized product, goods covered by these Terms shall be shipped Free On Board (FOB) port specified by Alumadoor for water transport, and Delivered At Terminal (DAT) for land transport.
Title. Title to such goods shall pass to Alumadoor only upon delivery to a Alumadoor specified end destination. Delivery in advance of the specified shipping date by Alumadoor, however, will not cause passage of title, transfer of risk of loss. Transportation charges on goods delivered beyond Free Carrier (FCA) must be prepaid. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Unauthorized transportation charges not prepaid will be offset by Alumadoor.

DEFAULT. Alumadoor may by written notice of default to Seller (a) terminate the whole or any part of any Order in any one of the following circumstances: (i) Seller fails to perform within the time specified herein or any extension thereof; or (ii) Seller fails to perform any of the other provisions of these Terms, or so fails to make progress as to endanger performance of these Terms; or (iii) the Seller shall become insolvent or make a general assignment for the benefit of creditors or a petition under any bankruptcy act or similar statute is filed by or against the Seller, and in any of these circumstances Seller does not cure such failure within a period of ten (10) days or such longer period as Alumadoor may authorize in writing; and (b) upon such termination Alumadoor may procure, upon such terms as it shall deem appropriate, goods or services similar to those so terminated, in which case Seller shall continue performance of these Terms to the extent not terminated and shall be liable to Alumadoor for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Alumadoor, at its sole discretion, may elect (a) to extend the delivery schedule and/or (b) to waive other deficiencies in performance by Seller, in which case an equitable reduction in the price of applicable goods or services shall be granted. Alumadoor shall have the right at any time to require assurance from Seller. In the event Seller for any reason anticipates difficulty in complying with the required delivery date or performance schedule, or in meeting any of the other requirements of any Order or these Terms, Seller shall promptly notify Alumadoor in writing. If Seller does not comply with delivery schedule from Alumadoor or performance schedule, Alumadoor may require delivery by fastest means and charges resulting from the premium transportation must be fully prepaid and absorbed by the Seller. The rights and remedies of Alumadoor provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under these Terms.

INSPECTION AND ACCEPTANCE; REJECTIONS.

A. First Article Inspection (for manufacturers).

Parts will not be approved for release until the required samples have been reviewed, approved, and signed off by Alumadoor engineering and quality functions. Alumadoor shall, among other things, review each sample as to consistency with any dimensions agreed or required upon any drawings as have been provided to Seller.
Submit the number of samples indicated below per the applicable category that was checked off by Alumadoor. Attach any supplied labels to the package to assure that the applicable Alumadoor personnel requesting the samples receive them.
Listed below are sample dimensions that must be consistent and shall be checked by Alumadoor personnel.

1) New part – all dimensions

2) New supplier – all dimensions

3) Revised part – dimensions on features affected by revision and all critical dimensions identified on any drawing

Sample regimen for items produced by different processes.

1) Off the Shelf. Submit three (3) samples with specification sheets to allow Alumadoor to establish receiving inspection instructions.

2) Machined Parts. Submit three (3) finished samples.

3) Special Processes. Submit three (3) finished samples, with specific process certifications.

B. Inspection. Seller agrees to permit Alumadoor inspectors to have access to Seller plant(s) at all reasonable times for inspecting all goods and processes as set forth in any Order and any work-in-process respecting production of such goods. All production items are subject to final inspection and approval at Alumadoor or other place designated by Alumadoor. Such inspection shall be made within a reasonable time after delivery irrespective of the date of payment and the date of payment and the payment for any item purchased hereunder shall not constitute approval or acceptance of such material by Alumadoor, and the right of inspection by Alumadoor shall survive payment. If any inspection on the part of Alumadoor shall discover any defect in material or workmanship as to any goods, Seller shall reimburse to Alumadoor the reasonable costs of administering such inspection forthwith upon presentation thereof.

C. Rejection. If any of the goods or services furnished pursuant to any Order and these Terms are found at any time to be defective in material or workmanship or otherwise not in conformity with the requirements of the Order (including specifications, drawings, or samples) or these Terms, Alumadoor, in addition to any other rights which it may have under all applicable warranties or otherwise, may at its option correct or have corrected the nonconformity at expense of the Seller, or reject such goods or discontinue such services at the expense of the Seller, in which case Seller shall forthwith refund or credit the full purchase price thereof. Such goods or services shall not be replaced or continued without written authorization from Alumadoor. Alumadoor may accept, without prejudice, a portion of any shipment, and, at its option, have Seller repair or replace at expense of the Seller, or refund/credit the price of, any non-conforming portion of the shipment of goods. Goods rejected shall be removed from Alumadoor premises promptly by the Seller and at its expense and at its risk. Alumadoor may scrap or otherwise dispose of any goods not removed from Alumadoor premises within thirty (30) days of date of rejection, and charge Seller any reasonable cost of such disposition. Final acceptance shall not be conclusive with respect to latent defects, fraud or such gross mistakes as amount to fraud or with respect to rights of Alumadoor under the “Warranty” clause herein.

PROHIBITED CHANGES. In respect to products governed by these Terms, Seller will institute no change to design, material, manufacturing process, tooling or place of manufacture without the prior written consent of Alumadoor, which consent shall not be unreasonably withheld or delayed.

SET-OFF. Alumadoor shall be entitled always to set-off any amount owing at any time from Seller to Alumadoor or any of its affiliates against any amount payable at any time by Alumadoor in connection with any Order and these Terms.

PRICE. Per the Order requirements (e.g., quantity, effective dates) price shall not be increased, or the terms hereof changed. The Seller warrants that the prices of the items covered by the Order and these Terms are not more than the lowest lawful prices of the Seller in effect on the date of the Order for comparable quantities of similar items. If cash discounts for early payment are offered by Seller, the period agreed upon as constituting “early payment” shall begin with the later of the invoice date, or receipt of goods. Any request to change price must be submitted ninety (90) days in advance of the desired effective date. All such requests must be accompanied with documentation supporting the request, e.g., price indexes, supplier invoices.

PAYMENT.

A. Conditions. Upon submission of proper invoices, Alumadoor shall pay the Order price set forth herein for goods delivered and accepted or services rendered and accepted; however, payment may be withheld, or portions thereof deducted, or set-offs made against Seller, if Seller is not performing work in accordance with the provisions of the Order and these Terms. No minimum charges will be honored unless specifically agreed to prior to shipment.

B. Terms. Payment terms are net 30 (30) days for domestic suppliers and 30 (30) days for international suppliers.

HAZ-MAT REPORTING.

A. Overall Reporting. If any of the items ordered herein constitute or contain “hazardous or toxic chemicals” as defined by any applicable federal, state or local law, rule or regulation, Seller shall provide ten (10) days prior all required notices and information, including without limitation all material safety data sheets (MSDS) in approved form. Seller agrees to maintain such information in current status and shall provide Alumadoor with any amended, altered or revised information on a timely basis. If any of the Order, these Terms or the specifications referred to herein requires documentation or certification, this requirement is a material requirement of these Terms. Failure by Seller to provide such information prior to or at the time of delivery may result in withholding of payment until such is provided.

B. Compliance with Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65). Labelling with a list of chemicals MUST be included on goods being provided if they have chemical content that is included in the California Office of Environmental Health Hazard Assessment (OEHHA) list of chemicals known to the state to cause cancer or reproductive toxicity (https://oehha.ca.gov/proposition-65/proposition-65-list).

DELIVERY; CANCELLATION. Any Order and these Terms are subject to cancellation if not shipped at the specified time. Alumadoor reserves the right to refuse deliveries made in advance of the delivery schedule. Merchandise shipped after the time specified may be returned at the expense of Seller for full credit. Retention of all or any part of such goods shall not be considered acceptance of same. Acceptance of such goods shall not be deemed a waiver of right to hold to account by Alumadoor, the Seller is liable for any loss or damage resulting therefrom, nor shall it act as a modification of the obligation by Seller to make future deliveries in accordance with the delivery schedule. Alumadoor shall be reimbursed in full for all goods returned. In addition, thereto, Alumadoor shall have the privilege, if shipment is not made on time, to purchase similar goods in the open market in such quantities as they may find necessary not exceeding the amount called for in the Order and these Terms, and hold Seller responsible for the difference, if any, between the price so paid and the Order price. If Alumadoor determines that deliveries by Seller are so far behind a given schedule (a) that Alumadoor requires express shipments, then Seller will pre-pay the express charges, or (b) that Alumadoor deliveries of its own products to Alumadoor customers are sufficiently delayed that Alumadoor in good faith determines express shipments to its customers to be required, then Seller will forthwith reimburse Alumadoor for the actual charges of such express shipments, or (c) that Alumadoor is compelled to use material not according to Alumadoor specification, or at a higher cost, then Seller will pay whatever additional costs, expenses, losses, or damages that Alumadoor sustains. The provisions of this paragraph are not intended to limit any other rights and remedies that Alumadoor may have against Seller.

PACKAGING.

A. General. All goods shall be properly packed for shipment. Goods received without proper packaging, packing, marking and/or bar coding as set forth herein and/or applicable requirements of Alumadoor and instructions may be rejected by Alumadoor as defective and returned to Seller at the expense of the Seller. If specified in the Order, Seller shall submit packaging data to Alumadoor for approval prior to any shipment. No additional charge will be allowed for packing, crating, freight, express or cartage unless specified on the face of the Order. Any loss or damage, whenever occurring, which results from improper packaging by Seller or crating shall be borne by Seller.

B. Package Labeling. Packaging, packing, marking and labeling will conform to instructions specified or provided by Alumadoor, including those as to carton size, label placement, label size and font. Seller must comply with all applicable federal, state and local, as well as foreign and international, carrier regulations, including National Motor Freight Classification and Department of Transportation Regulations. Seller shall print and place bar coded shipping labels on all packages as set forth in requirements and instructions from Alumadoor. Unit containers must be marked to show the following.

Seller name,
Quantity of items of goods and unit of measure,
Part No(s),
Date of manufacture, and
Date of shipment.

CERTIFICATES OF ORIGIN AND CUSTOMS DOCUMENTATION. Seller accepts all responsibility for the completeness and accuracy of information on any applicable “Certificate of Origin,” letter or affidavits, and all other customs documentation provided to Alumadoor. Seller accepts any liabilities resulting from inaccurate data on any such documents or failure to comply any applicable customs-related laws, regulations, or other requirements.

PATENT AND COPYRIGHT INDEMNITY. Seller represents and warrants that neither the goods nor the sale thereof covered by any Order and these Terms will infringe upon or violate any trademarks, patents, copyright or other legal rights of third parties. Seller agrees to indemnify and save Alumadoor harmless from and against any claims, liability, loss, costs, attorneys’ fees, expenses and damages due to, or arising from, any such alleged infringement or violation.

GENERAL INDEMNIFICATION. Seller shall indemnify, hold harmless, and defend Alumadoor, its affiliates and its and their officers, directors, agents, representatives, employees, customers and users of goods and services provided by Seller from any and all claims (including, without limitation, claims by vendees of Alumadoor), liabilities, damages and expenses (including attorneys’ fees) on account of (i) death or injury to any person or damage to any property arising directly or indirectly from or in connection with any goods or services supplied under the Order and these Terms, to the extent that such death or injury to person or damage to property has been caused by the negligence of Seller, its officers, directors, employees or agents, (ii) violation of any law or regulation or (iii) alleged infringement of any patent, copyright or trademark or violation of any other intellectual property right of a third party. This indemnity shall apply without regard to whether the claim, damage, liability or expense is based on breach of contract, breach of warranty, negligence, strict liability, or other tort. This indemnity shall survive delivery and acceptance of goods or services.

TAXES. Unless prohibited by law, the Seller shall pay all federal, state or local tax, transportation tax, or other tax or tariff which is required to be imposed upon the items ordered hereunder, or by reason of their sale or delivery; the Order price shall be deemed to include such taxes or tariffs.

WARRANTY. Seller warrants that it has clear title to all goods furnished subject to the Order and these Terms and that they are being delivered free and clear of any encumbrances. The Seller further warrants that all items of goods and services shall conform to the Seller specifications, the requirements of the Order and these Terms and approved sample or samples and further (1) that all such items shall be merchantable and fit for Alumadoor or its customer’s intended use, (2) that all such items shall be free from defects in design, material and workmanship, and (3) in respect to all such items, except with prior written notice to appropriate Alumadoor personnel, within the ninety (90) days prior to purchase hereunder Seller shall not have changed or substituted any significant (a) material, (b) supplier of material or services, or (c) manufacturing procedure or standard (collectively, the “Seller Warranty”). Seller Warranty shall remain in effect for a one (1) year period after acceptance of the items by customers of Alumadoor, or for such longer period as the item is normally warranted by Seller. Neither approval by Alumadoor of the design by Seller nor acceptance of any goods or services shall release or discharge Seller from liability for damages resulting from a breach of Seller Warranty. If any defect, failure or other non-conformity appears, Alumadoor shall have the right to take the following actions: (1) retain such defective items and an equitable adjustment will be made in the Order price for such defective items; (2) require Seller to repair or replace such defective items, at sole expense to the Seller, including all shipping, transportation, and installation costs; or (3) correct or replace such defective items with similar items and recover the total cost thereof from the Seller. The aforesaid warranties shall survive acceptance and payment and shall run to Alumadoor, its customers and their successors in title and shall not be deemed to be exclusive but shall be in addition to other rights of Alumadoor under the terms of the Order and these Terms, or at law or equity.

TERMINATION BY ALUMADOOR. Alumadoor shall have the right for and at its convenience to terminate any Order and these Terms, in whole or in part, at any time, and from time to time, by written (including electronic mail/email) notice effective upon receipt by Seller, even though Seller is not in breach of any obligation hereunder. Upon receipt of such notice of termination, Seller shall immediately discontinue performance and shall comply with instructions from Alumadoor concerning disposition of completed and partially completed items of goods or services, including work in progress and materials acquired pursuant to any Order and these Terms. In the event of such termination, Seller shall be paid an amount in settlement to be mutually agreed upon by the parties which shall cover reasonable costs borne by Seller of performance incurred prior to termination in connection with the items for which the Order and these Terms are terminated. However, such payment shall not exceed the price specified herein for any such items. In no event shall the Seller be entitled to recover incidental or consequential damages. Seller shall advise Alumadoor, in writing, of any claim by Seller, if any, for termination costs within ten (10) days after receipt of any notice of termination.

INSURANCE. Seller will purchase and maintain commercial general liability insurance in the amount of at least five-million USD ($5,000,000) with a company rated “A- VII” or better by A. M. Best, or reasonable equivalent, and at request by Alumadoor provide a “Certificate of Insurance” identifying Alumadoor as an additional insured. Failure to provide such certificate after request shall void any pending Order, at the sole option of Alumadoor. Seller shall cause the applicable insurer to provide thirty (30) days written notice to Alumadoor prior to cancellation or material changes to applicable policies. Any such change, modification or cancellation shall not affect obligation by Seller to maintain the insurance coverage set forth herein.

MISCELLANEOUS.

Entire Agreement. Together with the Order these Terms constitute the entire agreement between the parties and contain all the agreements and conditions of purchase and sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated in these Terms. The terms and conditions set forth in the Order and these Terms may not be added to, modified, superseded or otherwise altered except by a written modification signed by an authorized officer of Alumadoor. Each delivery shall be deemed to be only upon the terms and conditions set forth in the Order and these Terms, which shall supersede all inconsistent provisions included in the proposal by Seller and in any subsequent acknowledgment by Seller, notwithstanding the act of accepting or paying for any delivery or similar act of Alumadoor.
Assignment. Neither any Order, these Terms nor any interest under either of them may be assigned or delegated by Seller without the prior written consent of Alumadoor.
Time of the Essence. Seller acknowledges and agrees that time is of the essence with respect to performance by Seller under the Order and these Terms.
State Law. The Order and these Terms shall be governed in all respects by the laws of the State of California and all actions commenced pursuant hereto shall be brought in a court of competent jurisdiction residing in the State of California.
Force Majeure. Neither Seller nor Alumadoor shall be considered in default in the performance of its obligations herein to the extent that performance of such is delayed or prevented due to causes beyond the control of such party, including, but not limited to, acts of God, war, revolution, civil commotion, blockade or embargo, any law, order, regulation, or ordinance of any government, fires, floods, unavoidable casualties, strikes, labor disputes, and other causes beyond the reasonable control of either party. In the event of a partial failure of Seller sources of supply for the goods which are the subject of any Order, Seller will first meet all of requirements by Alumadoor under the Order and these Terms prior to any allocation among customers under Section 2-615 of the Uniform Commercial Code. Further, to the extent due to negligence of Seller, Seller shall nonetheless be liable for any damages to Alumadoor incurred because of the delay or failure of delivery by Seller.
Waiver. Failure by Alumadoor to insist upon strict compliance shall not be deemed to be a waiver of any right granted Alumadoor herein. Alumadoor shall not be deemed to waive any such right unless such waiver is in writing, signed by an authorized officer of Alumadoor; such waiver shall not constitute a waiver of any other default under the Order or these Terms.

CONTACT US

If you have any questions about these Terms, please call us at 1-800-523-6333.