Terms and Conditions of Sale

These terms and conditions ("Terms and Conditions") are deemed part of all quotes, purchase orders, price lists, catalogs, proposals, and other documents, whether electronic or in writing, relating to the sale of products or services (“Product(s)”) by PCS Company (“Seller”). Seller objects to any terms or conditions proposed in customer’s (“Customer”) purchase order or other documents which are inconsistent with, or in addition to, these Terms and Conditions. Seller may, at any time, and at its sole discretion, modify these Terms and Conditions; any such modification will be effective immediately.

Article 1 Products

1. Customer may purchase Products through any method offered by Seller, including its website, https://www.pcs-company.com (“Website”). Seller may update its catalog of Products, including suspending or discontinuing its Website, suspending sales of certain Products, and updating the specifications or pricing of Products at any time without notice. Product depictions in the catalog and Website are for illustrative purposes only. Products may be substituted and may not be identical to descriptions, images, country of origin, etc. published in the catalog or on the Website. Seller is not liable for publishing errors in its catalog or Website.
2. Seller may offer Products manufactured or assembled to Customers specifications (“Custom Products”). Seller is not responsible for verifying the accuracy of specifications provided by Customer to Seller for Custom Products. SELLER'S LIMITED WARRANTY INCLUDED IN THESE TERMS AND CONDITIONS DOES NOT APPLY TO CUSTOM PRODUCTS. ANY PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT, IF ANY, WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED. Customer represents and warrants that Customer has the necessary rights, licenses, and permissions to submit such specifications to Seller and can lawfully grant Seller the rights required in such specifications to manufacture and sell such Custom Products. Customer further represents and warrants that Customer shall not submit specifications that breach any applicable laws, regulations, or third-party rights, including intellectual property rights. Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds, or credits are permitted except as set forth herein.
3. Large volume orders (“Large Orders”) may require a quotation and the price and production time may differ from any catalog or website information.

Article 2 Ordering the Products

1. Orders made by Customer become effective upon Seller’s receipt and confirmation of the order. If Seller is unable to receive the order due to a problem with any telecommunication service or any of the details required to process the order are missing, the order will not be deemed received. Seller shall not be liable in any way for Customer’s inability to purchase the Product or any damages arising in connection therewith. Seller reserves the right to accept or reject any order.
2. Once an order is submitted changes (a “Change”) or cancellations (a "Cancellation") are only allowed as follows:
a. Stock Products: After an order is submitted, any Change or Cancellation may incur a restocking charge. .
b. Custom Products: Customer may request a Change or Cancellation within one (1) business day of placing the order free of charge. After one (1) business day, but before Products are shipped, any Change or Cancellation will incur a charge equal to 50% (fifty percent) of the order cost.  
3. Notwithstanding the foregoing, Seller reserves the right to decline Changes or Cancellations due to the nature, type, quantity, or shipping date of Products, the distribution system used, or other relevant factors.
4. Seller cannot accept any Cancellations or Changes if Customer requests express processing or shipping for the order.
5. To the extent permissible by applicable law, no cooling-off period will apply to sales of Products.

Article 3 Customer Obligations

1. Seller does not guarantee compliance or suitability of the Products it sells with any laws, codes or regulations, nor does Seller accept responsibility for the construction, installation and/or use of a product. It is Customer's responsibility to review Product literature provided by Seller concerning the Products and their properties (and to share such literature with its employees, contractors, and Customers who may handle, process, or use such Products) and all applicable laws and regulations for any applicable jurisdiction to be sure that their construction, installation, and/or use of the Products is compliant. Customer agrees to comply with all applicable laws, regulations and ordinances including all applicable export and import laws and regulations.
2. Customer represents and warrants that it is not designated on or associated with any party designated on any of the U.S. government restricted parties lists, or other “forbidden” or proscribed persons, including, without limitation, the U.S. Commerce Department Bureau of Industry and Security Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls Debarred Parties List (“Restricted Parties Lists”). Customer acknowledges that the Products may not be sold to, shipped to, or used by any party on the Restricted Parties Lists.
3. Customer represents that any person accepting these Terms and Conditions on behalf of Customer is authorized to do so and that all employees and representatives of the Customer who access the Website or any Seller application on behalf of the Customer or otherwise purchase Products from Seller on behalf of Customer have the legal right, and are duly authorized, to make such purchases.

Article 4 Freight Terms

1. Seller will ship the Products to the Customer based on current lead times. Shipping and delivery dates are estimates only. Large Orders or Custom Products may require additional time to ship. Shipping terms are F.O.B. Shipping Point: prepaid and billed or collect. Unless otherwise agreed by Seller, “Freight” (which includes shipping, handling and/or insurance fees) will be charged to Customer using UPS, Federal Express, or another available carrier of Customer's choice. Other shipping options may be available such as expedited same day delivery, air freight, hazardous materials, Customer’s carrier, shipments outside of the U.S., or special handling for which Seller may charge an additional fee. Seller may charge a handling fee on each order.
2. Title, liability, and risk of loss of all shipments pass to the Customer upon tender of the Products to the carrier. Seller shall not be liable for any transportation charges, damage, or delays in transit.
3. Any claim by Customer against Seller for shortage or damage to the Products occurring before delivery to the carrier must be presented in writing to Seller within five (5) days of receipt of shipment. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN 5 DAYS FROM DATE OF DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF NONDELIVERY), SHALL CONSTITUTE A WAIVER BY CUSTOMER OF ALL CLAIMS IN RESPECT OF SUCH PRODUCTS.

Article 5 Payment Terms

1. Prices displayed on the Website or in Seller’s catalogs are subject to change or correction at any time and without notice.
2. Payments are due Net 30 days unless otherwise set forth by Seller.
3. Customer is responsible for payment of delivery of mold base and component products, transportation, freight, duties, tariff, and all applicable taxes or other governmental charges or for providing a valid sales tax exemption certificate to Seller. When placing an order, Customer shall indicate which Products are tax exempt.
4. Seller, at its option, may charge Customer 18% interest per year or the maximum legal rate, whichever is less, on any balance not paid within the stated terms. Customer will pay Seller's attorneys' fees and other costs incurred by Seller in the collection of any amount invoiced and due hereunder. If Seller cannot confirm payment by the applicable due date, Seller may suspend or cancel any future shipments to Customer.
5. All payments must be made in U.S. dollars. Seller has the right of set-off and deduction for any sums owed by the Customer to Seller. Customer shall have no right to set off any amounts against the amount owing in respect of this invoice.
6. Seller reserves the right to request advance payment or specific methods of payment from Customers at its discretion. If Customer fails to make payment or comply with these Terms and Conditions, Seller may (without liability and in addition to other remedies), cancel any unshipped Products sold hereunder and stop any Products in transit until Customer pays all amounts owed to Seller, whether or not then due. Customer shall in any event remain liable for any unpaid amounts.

Article 6 Credit Terms

1. All credit extended by Seller, and the limits of such credit, is at Seller’s sole discretion, and may be reduced or revoked by Seller at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide Seller with current credit information within five (5) business days following request by Seller.
2. Customer agrees that any credit issued by Seller must be used within one (1) year from the date the credit was issued and may only be used for purchases of Products. Any unused credit or portion thereof will automatically expire after one (1) year.

Article 7 Returns

1. The Customer may request the return of stock Products to Seller within thirty (30) days of the date of delivery. Custom Products, Large Orders, or other non-stock Products are not eligible for return.
2. Returned Products must be in original packaging, unused, undamaged, unexpired, and in saleable condition. Proof of purchase may be required. Product returns may be refused or made subject to restocking fees and other charges at Seller’s sole discretion. 
3. Customer must pay all associated shipping and freight costs for returned Products. Seller does not take title to returned Products until Seller receives the Product at the applicable return location.
4. The Customer must complete a return form to begin the return process. This form can be found at https://www.pcs-company.com/product-returns. No products may be returned until a return authorization has been issued by Seller.

Article 8 Warranty

Seller warrants that the Products shall be free of defects in material and workmanship for a period of one (1) year, unless otherwise noted, from the date Seller ships the Product to the original purchaser (“Warranty Period”). During the Warranty Period, the Seller, at its sole discretion, may repair, replace, or refund a Product with a defect attributable to the Seller ("Defect"). This warranty shall be known as the “Limited Warranty.” A manufacturer warranty may apply to certain Products, which shall supersede and void this Limited Warranty as to such Products.
To use this Limited Warranty, Customers must provide the Company with written notice describing an alleged Defect within the Warranty Period. Seller will review the alleged Defect and determine in its sole discretion whether such alleged Defect is covered under the Limited Warranty. Seller’s Limited Warranty shall not apply to any Products used in violation of these Terms and Conditions.
Minor flaws such as scratches, marks, small dents, or discoloration which do not affect the function of a Product shall not be considered Defects under this Limited Warranty. The Limited Warranty also does not cover Product flaws or deficiencies to the extent due to: (i) Customer’s reckless, negligent, or abusive handling or use of the Product; (ii) natural disasters; (iii) Customer’s failure to comply with Product specifications, these Terms and Conditions, or other Product documentation; or (iv) Customer (or any third party) repair, modification, disassembly, processing or combination with any other product.
THE LIMITED WARRANTY HEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OF SELLER, THE MANUFACTURER OF THE PRODUCTS, AND ANY OTHER ENTITY INVOLVED IN THE MANUFACTURE, SALE, OR SERVICING OF THE PRODUCTS AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES AND RELATED COMPANIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE CREATED UNDER APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

Article 9 Indemnification; Limitation of Liability

1. Customer shall indemnify and hold harmless Seller and its affiliates, and their respective officers, employees, and agents, from and against all liabilities, losses, claims, costs and expenses (including attorney's fees and expenses) related to any claim, investigation, litigation or proceeding (whether or not Seller is a party) which arises or is alleged to arise from (a) any use of Products not in compliance with these Terms and Conditions or the literature provided by Seller, unless Seller's analysis confirms that Products were properly stored, installed, and maintained, not subject to contamination, misuse, or modification, and in full compliance with Seller-provided literature; (b) any act or omission of Customer under these Terms and Conditions or related to Products.. Without limiting the foregoing, Customer (at its own expense) shall indemnify and hold harmless Seller and defend or settle any action brought against Seller to the extent based on a claim that any Custom Product infringed intellectual property rights of another party. 
2. SELLER SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUCTION OR COMMERCIAL LOSS IN ANY WAY CONNECTED WITH THE PRODUCTS, WHETHER SUCH CLAIM IS BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY. Further, in no event shall liability of Seller exceed the individual price of the Product upon which liability is asserted.

Article 10 General Terms and Conditions

1. Seller shall not be liable for any delay or failure in performance resulting from causes beyond its control, including earthquakes, fires, floods, pandemics, epidemics, strikes or other labor disputes, shortage of labor or materials, delay in or lack of transportation, or the requirements of any government authority.
2. Customer is responsible for notifying Seller of any changes in ownership, address, name, spokesperson, or other Customer information. Seller shall not be liable for any damages caused by Seller’s failure to promptly notify Seller of relevant changes, and Customer shall be liable for any charges incurred by Seller related to such failure.
3. These Terms and Conditions, the sale or purchase of the Products, and the relationship of the parties shall be governed by and construed in accordance with the laws of the State of Michigan, excluding that body of Michigan law concerning conflicts of law. The parties hereby agree that the United Nations Convention on the International Sale of Goods shall have no application to this Agreement or the sale or purchase of the Products. Any claim arising out of or related to these Terms and Conditions, the sale or purchase of the Products, or the relationship of the parties shall be brought exclusively in a state or federal court located in the state of Michigan, and the parties hereby submit to and waive any objections to the exclusive jurisdiction thereof. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.
4. Failure of Seller to exercise any option, right, or privilege under these Terms and Conditions shall not constitute a waiver of any such option, right, or privilege unless such waiver is specifically set forth in a writing signed by Seller.
5. By making a purchase from Seller, Customer represents and warrants that (i) all information included in its registration is true; (ii) it is authorized to purchase under the name and account set forth on its order; and (iii) it will comply with all applicable laws and regulations.
6. Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, or any other intellectual property rights of Seller or owned by any manufacturers and/or suppliers to Seller.
7.  By purchasing from Seller or registering on Seller’s Website, Customer expressly agrees to receive purchase updates, marketing and promotional messages, and other relevant updates via e-mail or physical mail at the contact information provided. Customer may opt-out of marketing and promotional messages at any time via the opt-out procedures set forth in such messages. All information collected by Seller shall be governed by Seller’s Privacy Policy available on the website.
8. Customer may not assign its rights hereunder without Seller's written consent.