Terms & Conditions

OLMSTED-FLINT, INC.
Terms and Conditions of Sale:

ACCEPTANCE OF ORDER. All orders are subject to acceptance by Seller at its office in Newburyport, MA and no field representative of
the Company has the authority to change terms and conditions or to
bind the Company without authorization in writing from the Company.
PRICE; TAXES. All prices and specifications are subject to change
without notice. Unless specified otherwise on written quotation,
prices are F.O.B. Seller's shipping point. Shipments will be shipped freight charges prepaid and added to invoice.
Prices do not include any existing or future taxes, tariffs, fees, duties or levies on the goods of any kind. If Seller is required to pay or withhold any such levies; Seller may add them to the price of the goods to Buyer.
TERMS OF PAYMENT; INTEREST. Net 30 days from the date of each invoice and payable in full without offset or deduction; unless
otherwise specified. Payment shall be in immediately available funds
in United States Currency; or as Seller may otherwise agree to in
writing. Overdue accounts are subject to a 1.5% monthly charge, or
18% per annum, on the unpaid balance. Seller may grant credit on
such terms as it deems prudent in its sole and absolute discretion. In
the event the account becomes delinquent, Buyer shall pay all of
Seller's attorney's fees associated with collection of the account plus
all attendant collection costs whether litigation is initiated or not.
DELIVERY. The quoted time allowed for delivery is understood to run
from date of receipt of all necessary information, including Buyer's
approval, if applicable. Seller shall not be liable for any failure or
delay in delivery due in whole or in part to any force majeure causes,
as described below. Seller will use its best efforts to meet specified
delivery dates.
LIMITATION OF LIABILITY. Seller's liability shall be limited solely to,
and at Seller's option, replacement at original point of delivery, repair
of, or reimbursement of the purchase price of any defective goods.
Buyer shall give Seller reasonably prompt written notice of any defect
in material or workmanship. Notices received after the expiration of
the warranty period shall be ineffective and may be disregarded by
Seller. Seller shall not be liable for labor claims, downtime, lost profit,
direct, indirect, incidental, special, exemplary or consequential
damage or injury to persons or property arising from the presence or
use of any goods sold, rented or loaned hereunder, whether used
singularly or in combination with other goods. Seller shall not
defend, indemnify, or hold harmless others for any penalty, expense
or liability. This warranty is not transferable, and any warranty to
third persons shall be the sole responsibility of Buyer.
INSPECTION; SHORTAGE. Buyer must inspect all goods immediately upon delivery. Seller's responsibility for delivery of goods sold F.O.B. shipping point ends when Seller delivers the goods to the consignor of the carrier and obtains a receipt therefore. Buyer shall notify Seller of any shortage or discrepancies within fifteen (15) days from receipt of the goods, and any failure so to notify shall be deemed a waiver by Buyer of any claim against Seller with respect thereto. In the event of loss or damage incurred in transit, the carrier shall be responsible; and claims for goods damaged or lost in shipment are to be filed with the carrier by the Buyer.
CANCELLATION OF ORDERS. Buyer may not cancel an order for any reason without Seller's prior written consent, and then only after
payment is made to Seller for all costs incurred which shall include
but shall not be limited to, material, labor, overhead and reasonable
profit.
RETURNS AND RESTOCKING CHARGES. Goods may be returned only with Seller's prior written consent, which may be conditioned upon Buyer's assumption of all carrier charges and payment of a restocking charge to Seller, and then only if the goods are in new and unused condition and returned within thirty (30) days from the original date of shipment. No Credit will be allowed on “Made-To-Order” items.
COPYRIGHTS AND TRADEMARKS. Seller is the sole and exclusive owner of the name "Olmsted-Flint, Inc.," any abbreviations
thereof and any and all other trademarks, trade names, trade
logos and trade dress appearing on, affixed to or described in the
goods (collectively, the "Trademarks"). Buyer shall acquire no rights
to the trademarks hereunder, and agrees not to take any steps to
acquire any rights in or to the Trademarks.
BUYER'S PURCHASE ORDER TERMS. The terms on Buyer's
purchase order shall not change, enlarge or modify Seller's liability
or obligations, and if any term hereof conflicts with any term of
Buyer's purchase order, these Terms and Conditions of Sale shall
control.
GOVERNING LAW. These Terms and Conditions of Sale shall be
governed by and interpreted according to the internal laws of the
State of Massachusetts, USA, without reference to its conflicts of laws or choice of law provisions. The United Nations Convention for the
International Sale of Goods shall apply to all goods to the extent it is
applicable. If a conflict arises between these two jurisdictions, the
internal laws of Massachusetts shall control.
FORCE MAJEURE. Seller shall not be responsible for any failure to
perform due to causes beyond its control, including, by way of
example and without limitation, acts of God, fires, floods, earthquakes,
explosions, accidents, acts of public enemies, wars, riots,
rebellions, insurrections, sabotage, epidemics, quarantine restrictions,
strikes, labor disputes or interruptions, labor shortages, work
slowdowns or stoppages, transportation embargoes or failures or
delays in transportation, inability to secure raw materials or machinery
for the manufacture of goods, acts of any government or any
agency thereof (including denials or onerous restrictions on any
required export licenses), judicial actions or any other causes beyond
its control.
WAIVER. No claim or right arising out of a breach of this order can
be discharged in whole or in part by a waiver or renunciation of the
claim or right unless the waiver or renunciation is supported by
consideration and is in writing signed by Seller. The failure of Seller
to enforce at any time or for any period of time any of the provisions
hereof shall not be construed to be a waiver of such provisions not
the right of Seller thereafter to enforce each and every such provision.
ENTIRE AGREEMENT. This order and any documents expressly
incorporated herein by reference are intended by the parties as a
final expression of their agreement with respect to the sale of goods
hereunder. No course of prior dealings between the parties and no
usage of trade shall be relevant to determine the meaning of the
parties' agreement.
GENERAL PROVISIONS. These Terms and Conditions of Sale may
not be assigned by Buyer, including any assignment resulting in a
change of control of Buyer (whether by operation of law or otherwise),
without Seller's prior written consent. If any of these Terms
and Conditions of Sale is declared void, invalid or illegal, the
remaining provisions hereof shall not be affected thereby. No
amendment or modification may be made to the terms hereof
without the written consent of both parties. The relationship
between the parties hereto shall be strictly that of Seller and Buyer.
Buyer shall not have any right to bind Seller, to create any obligation
or duty of any kind, express or implied, in the name of Seller, or to
hold itself out as an agent or representative to Seller.
SELLER HEREBY EXCLUDES AND DISCLAIMS ALL EXPRESS AND
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Revision Date 08/2025