1. Acceptance

Unless otherwise specifically agreed to in writing and signed by authorized representative of York Wire & Cable, Inc., all orders received by York Wire & Cable, Inc. are subject to the following Terms and Conditions of Sale.  Offers to purchase can be accepted only by authorized representative of York Wire & Cable, Inc. and offers to purchase are not effective or binding until approved in writing by York Wire & Cable, Inc.  Any different or additional Terms and Conditions proposed by Buyer in its purchase order or otherwise are hereby rejected by York Wire & Cable, Inc. and shall not be incorporated into the Agreement.  These Terms and Conditions shall apply to all Buyer’s purchase orders, irrespective of any provisions in Buyer’s purchase orders or other business forms.  These terms constitute the entire Agreement and notice of objection to any different or additional terms is hereby waived.  These Terms and Conditions may not be modified except by written agreement signed by both Buyer and York Wire & Cable, Inc.  No modification of this Agreement shall be effected by the acknowledgment or acceptance of confirming purchase orders, invoices or other documents from the Buyer.  These Terms and Conditions supersede all previous Terms and Conditions and are subject to change at any time without prior notice.

 2.Acknowledgment

York Wire & Cable, Inc. will issue an order acknowledgment form upon acceptance and authorization of an order.  The acknowledgment constitutes the entire agreement between York Wire & Cable, Inc. and the Buyer and supersedes any previous agreements.  Prices and delivery dates stated on the order acknowledgment shall prevail in the event of a discrepancy between it and the Buyer’s written order.  Stock material is subject to prior sale.

 3. Prices

Prices and charges per applicable quotation are stated in US dollars and are subject to any price adjustment necessitated by York Wire & Cable, Inc.’s compliance with any act of government, laws or regulations.  Buyer’s order is subject to York Wire & Cable, Inc.’s applicable Price Escalation as follows: 

A. Firm Price 

All shipments will be invoiced at the prices agreed to on the quotation and the order acknowledgment and are not subject to change on the date of shipment.  Should shipment be deferred by Buyer beyond six months from date of order acknowledgment, shipments will then be invoiced at York Wire & Cable, Inc.’s price in effect on date of shipment.          

B. Price in Effect

 All shipments will be invoiced at York Wire & Cable, Inc.’s price in effect on the date of shipment. 

C. Firm Except Metals

All shipments will be invoiced at the prices agreed to on the quotation and the order acknowledgment except for adjustments either upward or downward for the price of metals on the date of shipment.  Should shipment be deferred by Buyer beyond six months after the date of order acknowledgment, shipments will be invoiced at York Wire & Cable, Inc.’s price in effect on date of shipment.

4. Taxes

Any tax or other governmental charge upon the production, sale, shipment, or use of the product which York Wire & Cable, Inc. is required to pay or collect from the Buyer shall be paid by Buyer unless, prior to shipment, Buyer has furnished York Wire & Cable, Inc. with a tax exemption certificate acceptable to the appropriate taxing authority.  Unless specifically identified on the face of the invoice, invoices include no federal, state, or local property, license, privilege, sales, use, excise, gross receipts or other like tariffs which may now or hereafter be applicable to, measured by, or imposed upon or with respect to the transaction, the property, its sale, its value, or its use, or any service(s) performed in connection therewith.  Buyer agrees to indemnify, pay or reimburse any such taxes or tariffs which York Wire & Cable, Inc., York Wire & Cable, Inc.’s vendors, suppliers or subcontractors are required to pay, accumulative with other penalties or fees thereto.

5. Minimum Order

The minimum order is $25.00 for all authorized stock products.  Higher minimum orders may apply for non-stock and made-to-order products.  Please contact York Wire & Cable, Inc. sales office for details.

6. Payment

Pro rata payments are due as shipments are made.  If shipments are delayed by Buyer, payments are due from the date when York Wire & Cable, Inc. is ready to ship.  If fabrication is delayed by Buyer, payment shall be made based on the contract price and percent of completion.  Products held for Buyer shall be at the risk of and the expense of Buyer.

7.Terms of Payment 

                A.Domestic Shipment 

Net 30  (Credit Approval Required), Credit Card, or wire transfer plus all bank fees in advance.

                 B. Export Shipment

 Unless otherwise approved by York Wire & Cable, Inc.’s Credit Department, all export sales must be paid by Buyer with one of the following:               

A. Wire Transfer plus all bank fees in advance of shipment.

B. Credit Card

 C. Confirmed Irrevocable Letter of Credit

All of the above must be in US dollars and issued by a national banking association with a branch in Pennsylvania and / or a correspondent bank of such a national banking association with a branch in Pennsylvania.

8. Prompt Payment Discount Program

Prompt payment discounts are available to all buyers.  Inquiries regarding participation in the Prompt Payment Discount Program should be directed to York Wire & Cable, Inc.’s Credit Department.

9.Loss, Damage, or Delay

York Wire & Cable, Inc. shall not be liable for any type of damage, consequential, punitive, or any other type of damages for the following including but not limited to:  loss, damage, detention, or delay resulting from causes beyond York Wire & Cable, Inc.’s reasonable control, or from strikes, work stoppages, or other action by workmen, any act or omission of any Governmental authority, or of Buyer, insurrection or riot, war, embargo, railcar shortage, wreck or delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources, acts of God and / or nature.  In the event of delay due to any cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for delay.

10. Cancellation / Default

11.Express Warranty

York Wire & Cable, Inc. provides no express warranty to Buyer for any products purchased.  Products purchased are covered, to the extent available, by any warranties that are extended by the individual product manufacturer.

12. Disclaimer of Implied Warranties of Merchantability and Fitness

York Wire & Cable, Inc. disclaims the implied warranty of merchantability for the goods supplied to Buyer by this agreement.  York Wire & Cable, Inc. also disclaims the implied warranty of fitness for the goods supplied to the Buyer by this agreement.  There is no warranty that the goods will be fit for a particular purpose.

13. Limitation of Liability

Neither party shall be liable for special, indirect, incidental, or consequential damages.  The remedies of Buyer set forth herein are exclusive, and the liability of York Wire & Cable, Inc. with respect to any contract or sale, or anything done in connection therewith, whether in contract, in tort under any warranty, or otherwise, shall not, except as expressly provided herein, exceed the price of the product or part on which such liability is based.  Responsibility is limited to the cost of the product and does not include cost of any labor charges.  York Wire & Cable, Inc. shall have no responsibility or liability with respect to: 1) matters not reported in writing within twelve (12) months of the date of shipment; 2) failure or damage due to misapplications, abuse, improper installation or abnormal conditions of use; 3) products damage in shipment or otherwise damaged through no fault of York Wire & Cable, Inc.; 4) expenses incurred in an attempt to correct the same; 5) expenses incurred by Buyer for removal of non-conforming products and the expense of installation of replacement products; 6) York Wire & Cable, Inc. has received notice of alleged defects; 7) failure or damage which cannot conclusively be proven to have proximately and solely resulted from a defect in materials or workmanship.

14. Indemnification and Hold Harmless

Buyer assumes responsibility and liability for any claim or action based on or arising out of injuries, including death, to persons or damages to or destruction of property, sustained or alleged to have been sustained in connection with or to have arisen out of or incidental to performance of this Agreement by Buyer, its agents and employees, and its subcontractors, their agents and employees, regardless of whether such claims or actions are founded in whole or in part upon alleged negligence by York Wire & Cable, Inc., York Wire & Cable, Inc.’s representatives, or the employees, agents, invitees, or licensees thereof.  Buyer further agrees to indemnify and hold harmless York Wire & Cable, Inc. and its representatives, and employees, agents, invitees, and licensees thereof in respect of any such matters and agrees to defend any claim, suit or action brought against York Wire & Cable, Inc., York Wire & Cable, Inc.’s representatives, and employees, agents, invitees, and licenses thereof, regardless of whether such claims or actions are founded in whole or in part upon the alleged negligence of York Wire & Cable, Inc., York Wire & Cable, Inc.’s representatives, or the employees, agents, invitees, or licensees thereof.

15.  Patents

Since the products sold by York Wire & Cable, Inc. are not manufactured by it, but are sold under their respective manufacturer’s brand name or trade names, York Wire & Cable, Inc. disclaims all warranties against patent infringement.  It shall, however, if given prompt notice by the Buyer of any claim of patent infringement with respect to any product sold hereunder, use a reasonable effort to secure for the Buyer such indemnity rights as the manufacturer may customarily give with respect to such product.

16. Governing Law

This Agreement, the relative rights and obligations of the parties arising out of or relating to this Agreement and any other matter referred to in this Agreement, and the terms and provisions of this Agreement shall be governed by, and costruted in accordance with, the laws of the State of Pennsylvania.

17. Forum Selection

In partial consideration, the Parties expressly and irrevocably waive any and all objections they may have to the jurisdiction and / or venue concerning the litigation of claims arising from or relating to this Agreement.  The Parties expressly agree that only state or federal courts in Harrisburg, Pennsylvania, Dauphin County, shall have exclusive jurisdiction to settle any and all disputes arising from or relating to this Agreement.  The Parties irrevocably waive any objection they may have to a) any proceedings being brought in any such court as is referred to in this clause and b) any such proceedings being brought in an allegedly inconvenient forum.  The Parties expressly and irrevocably agree that a judgment in any proceeding brought  in the state or federal courts in Harrisburg, Pennsylvania, Dauphin County shall be binding upon the Parties and may be enforced in the courts of any other jurisdiction. 

18. Binding Arbitration

In partial consideration, the Parties expressly and irrevocably waive any and all objections they may have to the jurisdiction and / or venue concerning the binding arbitration of claims arising from or relating to this Agreement.  The Parties agree that any and all controversies or claims arising out of this Agreement, including any tort claim, and / or any claims brought under the Pennsylvania Deceptive Trade Practices Act shall be decided by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and held in Harrisburg, Pennsylvania, Dauphin County.  The Parties irrevocably waive any objection they may have to a) any proceedings being brought before any organization as is referred to in this clause, and b) any such proceedings being brought in an allegedly inconvenient forum.  The Parties expressly and irrevocably agree that a judgment on the award rendered by the arbitrator(s) shall be binding upon the Parties and may be enforced in the courts of any other jurisdiction.

19. Error, Mistake or Assignment

York Wire & Cable, Inc. reserves the right to correct any clerical or stenographic error made in the preparation of quotations, orders, acknowledgments or invoices.  Corrections shall be considered as binding amendments to the original contract of sale.  This agreement is not assignable without the prior written consent of York Wire & Cable, Inc.  Any attempt to assign any of the rights, duties or obligations of this Agreement without such consent shall be void.  The Buyer acknowledges that the Buyer has read this Agreement, understands it and agrees to be bound by its Terms and Conditions.

20. Severability

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

21. Returns

Permission must be obtained in writing from York Wire & Cable, Inc. before any product is returned.  A restocking charge, plus freight, will be assessed for authorized returns of standard stock material in saleable condition.