These terms and conditions are subject to change without notice.
In a nutshell, Darby makes no warranties of any kind, expressed or implied, in respect to the goods delivered and makes no warranties of fitness for any particular purpose of the goods. We also state any rejections or shortages must be reported within 10 days. We also limit our liability for any loss or damage of any nature, including, without limitation, direct, indirect, and consequential damages, to $100. Also important to note is that material is sold subject to manufacturing and material content only. It cannot be rejected due to performance or appearance requirements not specified in the quote or written order, or for expectations beyond industrial wire mesh standards.
Woven wire mesh is fabricated to the ASTM E2016 -15 specification, which basically spells out acceptable industrial tolerances including a permissible number of blemishes.
In practice, if what we sell is found to be out of spec, we will refund or replace at our discretion if brought to our attention within 10 days. Color or appearance is not covered under the spec, and cannot be grounds for rejection.
- F.O.B. is Darby or Darby’s mill unless otherwise agreed in writing.
- Darby assumes no liability whatsoever for any loss or damage to merchandise or material while in transit to or from Darby or Darby’s mill, the customer, or any third person action on Darby’s or the customer’s behalf, or for any loss or damage to said merchandise or materials while the same are in Darby’s possession, including but not limited to, theft, fire, casualty or Acts of God. This clause applies even if a FOB point different from Darby is agreed to in writing by Darby. Risk of loss expressly passes when product or tools are loaded on to truck.
- This quotation constitutes an offer to sell goods described on front of this page for the price and terms and conditions set forth in the quote. Price firm for (30) days. After thirty days, price and terms are subject to change without notice at the discretion of Darby only. Through the course of the agreement and life of the part Darby may make price adjustment upward or downward upon 10 days notice which do not invalidate the contract and which do not relieve the customer “life of the part” obligation under this contract. This quote’s terms and condition apply even if goods are modified in which case Darby at its sole discretion may modify price. Not responsible for typographical errors.
- Darby assumes no responsibility for defective plating, painting, heat treating, coating or the other finishing on materials or merchandise plated or finished by others.
- When the customer specifies processing methods and procedures to be followed, Darby may comply whether or not the desired result is indicated. Darby assumes no responsibility for the correctness of such methods and procedures or the results when they are followed.
- Darby does not warrant that the material or merchandise furnished to Darby by the customer is suitable or fit for processing and finishing. When customer furnishes material, customer warrants material will merchantable for the purpose supplied. Darby shall be the solely determiner of whether material is merchantable (subjective standard).
- No claim for shortage in weight or count, or defect in quality, whether latent or patent, will be allowed unless presented in writing by certified mail within five (5) working days after receipt of material by the customer or customers consignee to whom it is delivered, the customer herby expressly assuming the risk of discovering such shortage or defect within such time. Claims for shortages in weight or count, if allowed, will be subject to a 5% standard loss rate during processing for all orders.
- Darby reserves the right to inspect any material claimed by the customer to be defective in workmanship, quality or material. No return of goods may occur without written authorization from Darby. Goods returned by the customer without written authorization will be considered accepted by and scrapped by the customer at their expense.
- Darby’s liability for any loss or damage of any nature, including, without limitation, direct, indirect and consequential damages, is limited to $100. This warranty is expressly in lieu of all other warranties, express or implied. This agreement is negotiated between the parties and allows Darby to provide material at the price specified on the front of this agreement. This clause is a material part of this agreement. If such limitation were not present, Darby would substantially have increased the selling price or refused the business.
- All quotations, orders or agreements, or any modifications thereof, are contingent upon and subject to any and all occurrences beyond Darby’s control, including, but not limited to, strikes and boycotts,(whether occurring at Darby’s plant, the customer’s plant, the plant or factory of any supplier, either of Darby’s or of the customer, or elsewhere), accidents thefts, fires, war, shortages of material, or equipment, transportation lead times, casualty, or Acts of God, and Darby shall not be liable for failure to perform any agreement for such causes. Should Darby notify you of Darby’s inability to perform any agreement for such causes, you are required at your own risk and responsibility, and at your own cost and expense, to pick up at Darby’s factory the raw, finished or unfinished materials or tools which Darby has, belonging to you within 10 days. After such time you forfeit rights to those items.
- Deliveries made by Darby within fifteen (15) days of the time specified shall be deemed in full compliance with Darby’s agreement. Quantities of plus or minus 15% of ordered quantities shall constitute complete order if Darby so designates. It is agreed that Darby shall have the right to make partial or installment deliveries, for which the customer shall pay at the contract price. Defective delivery or non-delivery with respect to any installment or partial delivery under this contract shall be a severable breach and shall not give the purchaser the right to treat the entire contract as breached. The liability limitation as specified above shall apply.
- Pricing is based on approximated annual volume listed on the front of the quotation. Customer further guarantees to purchase 100% of requirements for the products from Darby for the life of the part and application unless otherwise agreed in writing by Darby. This is a central part of the agreement and customer understands pricing is based on the life of the part contract. Without this clause Darby may have refused the business or greatly increased the selling price. (This clause has been negotiated between parties and agreed to by both parties and is a material part of this agreement).Life of the part and application means for as long as the customer has use for a part that fits the basic function and/or place as the goods described in this contract. This specifically and expressly includes parts undergoing a modification but still serving the same general function. Darby may terminate the contract and cease supplying goods without liability to the customer upon fifteen days written notice.
- Any cancellation of an order by the customer shall be valid and effective only if Darby is notified by the customer of such cancellation in writing. Customer canceling contracts shall pay to Darby an amount equal to twice the cost of actual labor and materials Darby has devoted to performance of the order, if any, plus 15% of the total contract price and/or tools or the actual profit lost in the remaining life of the part if such profit is reasonably and accurately determinable, whichever is greater. Payment is due to Darby 10 days after cancellation. Interest shall accrue at 1.5% per month until payment is received. This determination shall expressly include all overhead related expenses such amount shall be as and for liquidated damages and not as a penalty for the cancellation. The damages shall expressly include all consequential damages as well as those damages set forth in the formula above. The calculation of amount of damages shall be based on the life of the part as put forth in the relevant paragraph above (paragraph #12). All litigation on this issue or any issue related to this quotation or the parts described herein shall take place in courts located in the State of Pennsylvania and in the county of Philadelphia according to the laws of PA unless Darby agrees in writing before or during litigation. The customer agrees that Darby may hold any and all tools, good, WIP, etc until the customer pays the above moneys to Darby with a certified check. The customer expressly agrees to the terms of this provision which were bargained between the parties and are material part of this agreement.
- All customer’s merchandise and tools in Darby’s possession shall be subject to a general lien for all moneys owing Darby by the customer, whether or not due or payable, and whether or not such moneys are owing to Darby for work, labor or services rendered, or materials or equipment used in connection with such merchandise. This applies to the immediate customer as well as customer “up the chain”.
- Special tools, racks and fixtures required for the performance of the work described herein designated and built by Darby or Darby’s tooling supplies shall be and remain Darby’s property whether or not the customer is charged for time and/or materials in connection therewith. Darby specifically does not guarantee tools will make part to drawing we simply will use reasonable efforts. Customer must still pay tool charge even if part does not meet drawing as made by tools.
- Buyer agrees to defend, indemnify, hold harmless seller from any and all claims whatsoever without limitation arising from or in anyway associated with the products described in this quotation. This specifically includes all legal costs. This agreement is bargained between the parties who acknowledge without this agreement Darby would not have entered into the business relationship.
- Quotation is for acceptance as a whole for all goods which are the subject of this quote as a package. Tooling design assistance and prototype are available only with the express understanding that production parts will be purchased in accord with this quotation. Accepting or purchasing tooling, design assistance or prototypes obligates customer to purchase production parts in accord with this quote. Darby is not in the business of selling those items separately. Customer’s purchase of tools, purchase of production parts acceptance of prototypes or design assistance constitutes acceptance of entire quotation for all goods listed and its pricing, terms and conditions. Quotation can be accepted in many ways including but not limited to verbal acceptance, written acceptance, requesting prototypes or design assistance from Darby, ordering tooling or production parts described on front of quotation, or any customary manner in which acceptance is demonstrated.
- The provision hereof constitute the entire agreement between Darby and the customer. And change, alteration, waiver or modification hereof with respect either as the job performed or the terms of sale, or any other matter set forth herein must be in writing, signed by a duly authorized representative of Darby. These terms and condition shall apply to any order or agreement for the processing of materials or merchandise described in this quotation. Terms and condition contrary to this agreement are not binding on Darby. Customer specifically and expressly agrees that all conditions or purchase order terms contradictory to the terms of this quote in any way whatsoever are not binding on Darby unless Darby specifically agrees in writing on Darby letterhead to be bound by terms which are contradictory to this quotation. Darby’s failure to enforce any terms in this agreement does not constitute a forfeiture of the right to enforce these terms. All terms are severable and if any are found unenforceable the balance of the agreement is not voided.
- Darby’s terms for the payment of charges on a customer’s account are 1/2% 10 days; Net 30 Days from the date of the invoice. Darby reserves the right to add a Finance Charge of 1.5% per month to the balance due on any account or invoice which is Past Due.
- The conditions and terms listed on this side of the quotation and applying to this quotation and have been negotiated between the parties. These terms and conditions are an integral material part of this agreement. For any and all disputes arising out of or in relation to the goods or services described in this quotation the customer agrees to pay 100% their own fees and 100% of Darby’s legal fee plus 10% of the disputed amount to compensate Darby for its employees time in process as liquidated damages. Customer agrees to pay 100% of all court costs for any and all disputed for any and all disputes arising out of or in relation to the goods or services described in this quotation. In addition to legal fees and court costs, customer further agrees to pay Darby’s legal preparation or dispute resolution costs incurred in connection with disputes arising from this contract or the goods described herein including but not limited to expert witness, internal time spent on issue etc.
- Supersedes all previously dated quotations for the products subject to this quotation which were not accepted.
- Altered material (cut, etc) non-returnable unless specifically allowed by Darby
- Shipping charges are subject to sole discretion of carrier (residential, class, weight, etc)
- It is customer responsibility to remain familiar with these terms
- Substitutions or recommendations offered and accepted by customer are sole responsibility of customer and must be approved by appropriate authorities
- Commercial packaging unless agreed upon by Darby
- Darby is in an origin city, subject to 6% PA state tax and 2% Phila City tax unless shipping directly out of state or customer provides valid tax exempt or resale certificate
- No warranty is expressed or implied
- Darby does not perform sizing or quantity take offs, must be customer supplied
- Material is sold subject to manufacturing and material content only. It cannot be rejected due to performance or appearance requirements not specified in quote or written order, or for expectations beyond industrial wire mesh standards.