Terms & Conditions

  1. Pricing
  • All quotes provided by SMD to Buyer shall automatically expire thirty (30) calendar days from the date of issue, and are subject to termination by SMD by notice to Buyer at any time.
  • If a tax exemption is claimed, supporting documents must be furnished by the Buyer prior to delivery.
  1. Terms of Payment
  • All payments shall be due within the terms as set forth by SMD. All payments made after the terms due date shall be subject to a service charge of one and one-half percent (1.5%) per month based on the outstanding balance.
  • Under special order requirements, the Buyer shall pay one-third of the total Order price upon delivery of its Purchase Order, one-third of the total Order price not less than three (3) days before SMD must ship the goods pursuant to Order, and the remaining one-third of the total Order price within thirty (30) days of shipment, subject to credit approval.
  1. Cancellations
  • If Buyer desires to cancel or change an Order, Buyer must deliver a written request for cancellation or change of the Order.
  • If Buyer cancels an Order, Buyer shall pay to SMD the percentage of the total Order price which equals the percentage of the Order completed by SMD at the time of cancellation. This will include 100% of services such as engineering, programming and any outside processes that may have been provided.
  1. Delivery and Risk of Loss
  • All shipments under the Order are F.O.B. SMD’s facility, and all risk of loss shall pass to Buyer at that time regardless of the method of shipment that may be elected. Shipping will be a separate charge on the invoice.
  1. Delays
  • SMD will not be liable for any delay in the performance of its obligations under the Order, or for any damages suffered by Buyer due to such delay, if the delay is, directly or indirectly, caused by a fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, labor strike, shortage of materials, or any other cause beyond SMD’s control.
  1. Materials
  • The Order is conditional upon SMD’s ability to obtain the necessary raw materials at a reasonable price, and all shipments under the Order are subject to SMD’s supply schedules.
  1. Nonconforming Goods
  • Buyer shall inspect all goods upon tender and delivery by SMD, and should any of the goods be nonconforming, Buyer must notify SMD, in writing, within ten (10) days of SMD’s delivery of the goods describing the details of any nonconformity. The nonconforming goods shall be returned to SMD for further evaluation of any nonconformity. SMD shall have the right and option to repair or replace any nonconforming goods. The failure of Buyer to notify SMD in writing that the goods are nonconforming within ten (10) days of SMD’s delivery of the goods, shall constitute acceptance of the goods and Buyer shall be liable to SMD for the total Order price. Buyer shall be liable to SMD for any and all nonconforming items that are not returned to SMD for further inspection.
  1. Limitations on Damages
  • SMD shall not be liable to Buyer for any lost profits or other economic loss of Buyer, or any direct, indirect, special, consequential, incidental or other similar damages arising out of any breach of this agreement by SMD, any obligations of SMD pursuant to this agreement or the failure of the goods to perform in any particular manner.
  1. Remedies
  • In the event that Buyer is in default of otherwise breaches the Order of this Agreement, SMD shall be entitled to pursue any and all remedies, legal or equable including an action to recover the total Order price, as well as its costs of enforcing the Order, including, without limitation, its attorneys’ fees. In the event that SMD is in default or otherwise breaches the Order, the liability of SMD to Buyer for such breach or default shall be limited to the replacement value of the goods under the Order which is the sole and exclusive remedy of Buyer for any such breach or default.
  1. Waiver
  • SMD shall not be deemed to have waived ay rights under this Agreement or the Order unless such waiver is given in writing and signed by SMD. No delay or omission on the part of SMD in exercising any right shall operate as a waiver of such right or any other right. A waiver by SMD of a provision of this Agreement or the Order shall not prejudice or constitute a waiver of SMD’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement or the Order. Neither prior waiver by SMD nor any course of dealing between Buyer and SMD, shall constitute a waiver of any of SMD’s rights or any of Buyer’s obligations as to any future transactions. Whenever the consent of SMD is required under this Agreement or the Order, the granting of such consent by SMD in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of the Buyer.
  1. Notices
  • All notices required to be given under this Agreement shall be given in writing and shall be effective when a record has been actually delivered, received by telecopy or received through the Internet.
  1. Interest and Fees
  • In the event of any dispute arising out of the Order, this Agreement or the transaction described therein, in addition to an award of damages, SMD shall be entitled to recover: (1) pre-judgment interest on any amount awarded at a rate of 1.5% per month, (2) all expenses of litigation, including without limitation all filing fees and courts costs, and (3) all attorneys’ fees incurred regardless of whether such fees or expenses are incurred before or after the initiation of litigation.

Terms and Conditions Attachment “B” QP 8.4 Rev. A 09/28/17