1. DEFINITIONS
As used in these Terms and Conditions, “NAF” means North American Forgemasters Company, a Pennsylvania limited liability company. For purposes of the limitations on liability and remedies in Section 8 hereof and for purposes of Section 9 hereof, “NAF” shall include, where appropriate, all employees, agents, and representatives of NAF. “Third party” shall include every person, government, or other entity other than NAF and Buyer. Terms such as “herein,” “hereof,” and the like shall mean this Order Acknowledgment in its entirety, including both front and back pages. Whenever a term defined by the Pennsylvania Uniform Commercial Code (the “Code”) is used in these Terms and Conditions and not otherwise defined in these Terms and Conditions, the definition contained in the Code shall control.
2. EXCLUSIVE TERMS, CONDITIONS, AND LIMITATIONS OF SALE
This is an Order Acknowledgement by NAF which acknowledges that Buyer and NAF have entered into a contract (the “Contract”) whose terms, conditions, and limitations of sale are (i) those set forth in NAF’s quotation, if one was sent, or (ii) set forth herein, if no quotation was sent, and this Order Acknowledgment restates the relevant terms, conditions, and limitations contained in such quotation, if one was sent, and contract. This Order Acknowledgement is not an acceptance of any offer or counter-offer of Buyer, and serves as a written objection to any additional, different, or inconsistent terms, conditions, or limitations contained in or incorporated by reference in any forms, e-mails, purchase order, or other document of Buyer. If, notwithstanding the foregoing, this Order Acknowledgement is deemed by a court or arbitrator to be an acceptance of an offer or counter-offer by Buyer, such acceptance is expressly made conditional on Buyer’s assent to the terms, conditions, and limitations set forth in this Order Acknowledgment, and if this Order Acknowledgment is deemed by a court or arbitrator to constitute an offer or counter-offer by NAF, acceptance of such offer is expressly limited to the terms, conditions, and limitations set forth in this Order Acknowledgement. In any case, the terms, conditions, and limitations set forth in this Order Acknowledgement are the only terms, conditions, and limitations to which NAF will agree, and supersede all prior statements, proposals, negotiations, representations, and agreements (other than those set forth in NAF’ quotation, if such letter of quotation is deemed to constitute the offer by NAF which Buyer is deemed to have accepted) and shall constitute the entire agreement between NAF and Buyer. The terms, conditions, and limitations set forth in this Order Acknowledgement can be modified, altered, or added to only by a subsequent written instrument signed by an authorized officer of NAF which shall set forth with particularity and not through incorporation by reference the precise terms, conditions, and limitations modified, altered, or added to with specific written reference to the terms, conditions, and limitations of this Order Acknowledgment which are modified, altered, or added to. No prior inconsistent course of dealing, course of performance, or usage of trade, if any, shall constitute a waiver or serve to explain or interpret these terms, conditions, or limitations. The term “the Contract” shall also include and/or mean any additional or different terms found by a court or arbitrator to be included in the contract between the parties. Electronic commerce transactions between Buyer and NAF will be solely governed by the terms and conditions of this Contract, and any terms and conditions on Buyer’s website or other internet site or contained in e-mails will be null and void and of no legal effect on NAF.
3. PRICES
The prices and charges invoiced shall be NAF’s prices and charges delivered in writing to Buyer by NAF or referenced in this Acknowledgement.
4. TERMS OF PAYMENT
(a) All payments shall be in United States currency or in the equivalent thereof as specified in writing by NAF. (b) Unless otherwise specified, the net amount due shall be paid in full in accordance with the terms of payment set forth or referenced in this Order Acknowledgement. In the absence of such provisions herein or referenced in this Order Acknowledgement, the net amount due shall be paid in full within 30 days of the date of invoice with a discount of ½% if paid within 10 days of the date of invoice. Amounts unpaid after 30 days after the due date shall accrue interest, compounded semiannually, at the annual rate of 18%, or the maximum legal rate, if less. (c) The price is payable on the terms set forth herein without deduction, set-offs, counterclaims, backcharges, or any other charges or claims of Buyer of whatsoever nature, and the obligations of Buyer to NAF shall remain unimpaired regardless of disputes which may arise between Buyer and third parties.
5. PAYMENT OF FREIGHT, TRANSPORTATION, TAXES, AND OTHER GOVERNMENTAL CHARGES BY BUYER.
Unless otherwise specified or referenced in this Order Acknowledgement or otherwise agreed by NAF in writing, the price of the goods covered by this Order Acknowledgment does not include present or future freight charges and transportation and delivery costs, if applicable, nor does it include transportation taxes and sales, use, excise, or any similar tax or other governmental charge upon or with respect to the sale, purchase, manufacture, processing, fabrication, delivery, storage, use, consumption, or transportation of such goods. The amount of any freight charges, transportation and delivery costs, and transportation taxes, and any present or future sales use, excise, gross receipts, or any similar tax or other governmental charge applicable to this Order Acknowledgment and to the sale and/or furnishing of the goods required by this Order Acknowledgment shall be deemed extra charges and shall be paid by the Buyer, or in lieu thereof in the case of taxes, Buyer shall provide NAF with a tax exemption certificate acceptable to applicable taxing authorities. If, for any reason, any such certificate is not accepted by such authorities or such acceptance is revoked, Buyer shall indemnify and hold NAF harmless as provided in Section 9 hereof. Whenever applicable, such tax or taxes or other governmental charges will be added to the invoice as a separate charge to be paid by Buyer. All licenses and permits shall be secured by Buyer at Buyer’s expense unless the responsibility is assumed in writing by NAF.
6. DELIVERY, FORCE MAJEURE, RISK OF LOSS, AND TITLE.
(a) Unless otherwise specified or referenced in this Order Acknowledgement, all deliveries shall be ex works (Incoterms 2010), NAF’s point of shipment. Freight, transportation and delivery charges shall be arranged and paid by Buyer to ultimate points of destination within the continental United States.
(b) Unless otherwise specified or referenced in this Order Acknowledgement, NAF may, at its discretion, use commercial carriers or its own trucks for shipment if Buyer has not arranged for shipment of the goods in a timely manner. Buyer must promptly reimburse NAF for any such costs.
(c) Estimated dates for shipping are provided to Buyer on the basis of NAF’s best estimate for informational purposes only and are not guaranteed. NAF shall not be liable for loss or damage resulting from delay or failure of delivery or performance due to NAF’s other production requirements or plant conditions; to strike, differences with workmen, lockout, or any labor shortage or difficulty; to fire, flood, accident, quarantine restrictions,
earthquake, tornado, epidemic, or other casualty or act of God; to war, riot, civil disobedience, or other emergency, or acts of civil or military authorities; to compliance with orders, priorities, or requests of any government agencies or courts or arbitrators; to embargoes; to failure of suppliers of NAF to meet delivery schedules, or any shortage of raw materials however caused; to inability or delay in obtaining labor or materials; to inability or delay
in obtaining cars, trucks, fuel, or machinery necessary for transportation; or to any cause, condition, or contingency beyond the reasonable control of NAF, whether similar to those enumerated or not. In the event of any of the foregoing, NAF may apportion its production and all stock material among its customers in such manner as it may consider equitable. If Buyer is unable to receive the goods when tendered, Buyer shall be liable to NAF for any loss, damage, or additional expense incurred or suffered by NAF as a result thereof.
(d) Risk of loss and title shall pass to Buyer upon NAF’s delivery to carrier or upon tender to Buyer’s agent.
(e) NAF shall retain a purchase money security interest in all goods until the complete purchase price and all additional costs and charges, as adjusted, are paid by Buyer, and may make any third party notification or filing deemed necessary to protect and perfect such interest.
(f) Buyer shall pay all insurance costs associated with delivery, and Buyer shall be responsible for filing and pursuing claims with carriers for loss or damage in transit, unless these obligations are assumed in writing by NAF.
(g) Buyer shall be responsible for obtaining all necessary transportation licenses and permits, at Buyer’s expense, unless this responsibility is assumed in writing by NAF.
7. PACKAGING, LOADING, OR BRACING
REQUESTS. NAF will use reasonable means to comply with any packaging, loading, or bracing requests made in writing by Buyer, provided, however, that any costs due to compliance with such requests shall be deemed extra charges to be paid by Buyer. If no such requests are made by Buyer, NAF shall comply with the minimum requirements which customarily apply to the method of transportation used for such goods.
8. WARRANTY; LIMITATIONS ON WARRANTY; LIMITATIONS ON DAMAGES.
NAF warrants that all goods sold pursuant hereto will conform to the express specifications set forth or 
referenced in this Order Acknowledgement, for a period of one year from the date of successful commissioning of 
the product or 18 months from the date of shipment, subject to commercial tolerances and except as provided 
in this section. This warranty will be voided by failure to properly install, use or maintain the product.

THIS WARRANTY AS TO CONFORMITY TO THE EXPRESS SPECIFICATIONS SET FORTH OR REFERENCED IN THIS ORDER ACKNOWLEDGEMENT IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED.

NAF SHALL HAVE NO LIABILITY WITH RESPECT TO GOODS FURNISHED PURSUANT HERETO EXCEPT FOR BREACH OF ITS WARRANTY OF CONFORMITY TO THE EXPRESS SPECIFICATIONS SET FORTH OR REFERENCED IN THIS ORDER ACKNOWLEDGEMENT. BUYER’S SOLE REMEDY FOR BREACH OF WARRANTY SHALL BE STRICTLY AND EXCLUSIVELY LIMITED TO THE REPAIR OR REPLACEMENT OF NONCONFORMING GOODS OR, AT NAF’S OPTION, TO A REFUND OF THE PORTION OF THE PURCHASE PRICE ALLOCABLE TO SUCH NONCONFORMING GOODS. IN NO EVENT SHALL 
THE LIABILITY OF NAF EXCEED THE PURCHASE PRICE OF THE GOOD. IF BUYER PLACES MULTIPLE ORDERS UNDER THIS CONTRACT, THE 
LIABILITY OF NAF SHALL NOT EXCEED THE PURCHASE PRICE OF THE INDIVIDUAL GOOD THAT IS THE SUBJECT OF DISPUTE.

IN NO EVENT SHALL NAF BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, LIQUIDATED, PUNITIVE, OR OTHER DAMAGES IRRESPECTIVE OF WHETHER CLAIMS OR ACTIONS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, TORT, NEGLIGENCE, STRICT 
LIABILITY, WARRANTY, CONTRIBUTION, INDEMNITY, INFRINGEMENT, STATUTE, OR OTHERWISE.

THE WARRANTY SET FORTH IN THIS SECTION IS CONDITIONED UPON (A) PROPER STORAGE, INSTALLATION, USE, OPERATION AND 
MAINTENANCE OF THE GOODS AND (B) MODIFICATION OR REPAIR OF GOODS ONLY AS AUTHORIZED BY NAF IN WRITING. FAILURE TO 
MEET ANY SUCH CONDITIONS RENDERS THE WARRANTY IN THIS SECTION 8 NULL AND VOID. SELLER IS NOT RESPONSIBLE FOR NORMAL 
WEAR AND TEAR.

The foregoing, together with Section 11 hereof, constitutes a final expression by NAF of its warranty. Such warranty cannot be modified or supplemented unless modified or supplemented in writing by NAF.
9. INDEMNIFICATION
Buyer shall indemnify and save NAF harmless with respect to: (a) all demands, claims, actions, or judgments of a third party against NAF, directly or indirectly, for any consequential, material, special, liquidated, punitive, or other damages, regardless of whether such demand, claim, action, or judgment is based on theories of contract, tort, negligence, strict liability, warranty, indemnity, contribution, statute, or otherwise, including without limitation, all demands, claims, actions, and judgments relating to injury to and/or death of any and all persons and for loss of and/or damage to property arising from use, handling, repair, adjustment, operation, modification, or conversion of goods covered by this Order Acknowledgment; and (b) all demands, claims, actions, or judgments of a third party against NAF, directly or indirectly, based on a theory of infringement or violation of patents, trademarks, trade names, trade secrets, copyrights, or the like when such demand, claim, action, or judgment is based in whole or in part directly or indirectly, on NAF’s compliance with specifications provided by Buyer. This indemnification and promise to save NAF harmless extends to instances where NAF is alleged or found to be negligent and includes, without limitation, reasonable attorneys’ fees and all other expenses incurred by NAF in connection therewith. If NAF, at its option, chooses to defend such a demand, claim, action, or judgment, Buyer agrees to cooperate with and assist NAF in its defense in whatever reasonable ways NAF chooses.
10. TECHNICAL DATA, ADVICE; SPECIFICATIONS.
Any technical data, production data, production estimates, design and performance figures, mechanical properties, advice, drawings, and 
specifications furnished by NAF with respect to goods supplied and the use of such goods is given without charge, and NAF assumes no obligation or liability for any damages, consequential, incidental, special, liquidated, punitive, or otherwise for such data, estimates, 
figures, advice, drawings, and specifications given or results obtained irrespective of whether claims or actions with respect to such are based upon contract, tort, negligence, strict liability, warranty, contribution, indemnity, infringement, statute, or otherwise. All of such data, estimates, figures, properties, advice, drawings, and specifications shall be given and accepted at Buyer’s risk. Any such data, estimates, figures, properties, advice, drawings, and specifications are given to Buyer for use only in connection with the goods supplied, and may not be used for any other purpose, and shall not be disclosed by Buyer or its agents or employees without the written consent of NAF
11. CLAIMS
In order to insure prompt inspection by Buyer and to estimate improper methods of storage and other abuse of goods sold, NAF must be notified in writing concerning the nonconformity of the goods to the Contract as soon as practicable but in no event later than thirty (30) days after Buyer discovers or should have discovered such nonconformity, subject, moreover, to the 1-year period of warranty set forth above. Such written notice shall set forth with particularity the nature and extent of the nonconformity complained of. All claims for shortages must be made in writing within fifteen (15) days after receipt of the goods by Buyer or its agent and specify with particularity the exact shortage complained 
of. Immediate written notice must be given to the carrier’s agent at destination in the event of damage or loss in transit.
In no event shall NAF be responsible for claims resulting in whole or in part, directly or indirectly, from the use or abuse of nonconforming goods or for the costs of labor and/or materials expended on any such goods.
Failure to furnish such written claim within such prescribed period of time shall terminate all liability of NAF. NAF must be given the opportunity upon written demand to inspect the goods claimed to be nonconforming to this Contract.
Goods which do not conform to the Contract shall be returned to NAF upon receipt of NAF’s authorization to do so and at NAF’s expense.

Buyer must demonstrate to the reasonable satisfaction of NAF that any alleged nonconformity to the Contract was solely caused by a breach by NAF of the 1-year warranty as to the conformity to the express specifications set forth above. In no event shall any claim of Buyer be set-off against outstanding or subsequent invoices of NAF without NAF’s written consent.
12. CHANGES, TERMINATION, OR CANCELLATION.
a) After Buyer’s acceptance hereof, NAF shall have the right to change, terminate, or cancel the Contract because of any circumstances set forth in Section 6(c) hereof or other circumstances which may be deemed by NAF to require allocation of production or delivery by NAF, including but not limited to the effect of any laws, ordinances, regulations, directives, or administrative or other governmental actions, the compliance with which NAF shall deem to require such change or cancellation. No such change or cancellation by NAF shall be deemed to be a breach of any provision, term, condition, or covenant of the Contract.
(b) After Buyer’s acceptance hereof, the Contract shall not be changed, terminated, cancelled, or modified by Buyer nor shall Buyer hold up releases of goods manufactured or processed except with NAF’s written consent, which consent shall be deemed to be conditioned upon compliance with the terms and conditions hereof and the agreement of Buyer to indemnify NAF against all resulting loss.
(c) Insistence by Buyer upon cancellation (other than as permitted in subparagraph (b) above) or suspension of manufacture, processing, shipment, or delivery or failure to furnish data or specifications when requested or required, may be treated by NAFF as a breach of contract and will result in Buyer paying to NAF a penalty of fifteen percent (15%) of the Contract price if such cancellation, suspension or failure occurs after NAF receives raw materials.
13. BUYER’S RESPONSIBILITY, ANTICIPATORY BREACH, AND DEFAULT IN PAYMENT.
(a) If NAF has any doubt as to Buyer’s responsibility, or if Buyer fails to fulfill the terms and conditions of payment herein or referenced in this Order Acknowledgement, NAF may decline to make any further shipment or delivery hereunder, except upon receipt of satisfactory security including but not limited to full or partial prepayment.
(b) In the event of anticipatory breach by Buyer or if the financial condition of Buyer at any time does not, in the reasonable judgment of NAF, justify continuance of the work to be performed by NAF hereunder on the terms of payment originally specified, NAF may require full or partial payment in advance and, in the event of bankruptcy or insolvency of Buyer, or in the event any proceeding is brought by or against Buyer under any bankruptcy or insolvency laws, NAF shall be entitled to cancel any agreement and work then outstanding and Buyer shall reimburse NAF for any losses, expenses, and charges incurred as a result thereof.
(c) If Buyer shall fail to make payments on this or any other agreement between Buyer and NAF in accordance with the terms hereof or thereof, NAF may defer further shipments until such payments are made or, at its option, cancel the Contract with respect to any balance. If pursuant to this provision, NAF shall defer any shipments or cancel in whole or in part the Contract, Buyer shall be liable for and reimburse NAF for all losses, expenses, and damages, including any and all direct and consequential damages, incurred by NAF as a result of such deferral or cancellation.
14. no waiver
Failure by NAF to enforce any of the terms, conditions, and limitations of this Order Acknowledgment or the Contract shall not constitute a waiver thereof or a waiver of any other terms, conditions, or limitations herein or referenced in this Order Acknowledgement, and the failure of NAF to exercise any rights arising from default of Buyer or otherwise shall not constitute a waiver of such right or any other right. The terms, conditions, and limitations herein or referenced in this Order Acknowledgement may be enforced and rights of NAF enforced at any time in whole 
or in part
15. binding agreement
This Order Acknowledgment will be deemed to have been accepted by Buyer (a) unless NAF is otherwise notified in writing within 10 days or (b) when Buyer accepts any of the goods covered by this Order Acknowledgment, whichever first occurs. Any goods delivered shall be subject only to the terms, conditions, and limitations contained herein or referenced in this Order Acknowledgement. Upon acceptance of goods by Buyer, Buyer consents to and accepts all of the terms, conditions, and limitations contained herein or referenced in this Order Acknowledgement.
16. no assignment
Buyer may not, by operation of law or otherwise, assign its rights or delegate its obligations hereunder to any third party without the prior written consent of NAF, and any such purported or attempted assignment or delegation shall be null and void.
17. LAW AND JURISDICTION; SAVINGS CLAUSE.
The local law of the Commonwealth of Pennsylvania, excluding the United Nations Convention on Contracts for the International Sales of Goods, shall apply in interpreting these terms, conditions, and limitations, and shall apply to all questions arising in connection with this Order Acknowledgment, the acceptance hereof, the sale of goods covered hereby, the Contract, and any claims related to the foregoing. Any proceeding arising out of this Order Acknowledgment, the acceptance hereof, the sale of goods covered hereby, the Contract, or any claims relating to the foregoing may be brought by Buyer only in the Court of Common Pleas of Lawrence County, Pennsylvania, or the United States District Court for the Western District of Pennsylvania. If any clause or provision of these terms and conditions is held in violation of applicable law, this Order Acknowledgment shall be interpreted as if such provisions are in full force and in effect to the extent legally permitted or, if such clause or provision is prohibited in its entirety, it shall be null and void, and the Order Acknowledgment as so modified shall remain in full force and effect.
18. STATUTE OF LIMITATIONS
NAF AND BUYER AGREE THAT UNLESS A SHORTER TIME PERIOD IS OTHERWISE SET FORTH IN THIS CONTRACT, ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS CONTRACT OR THE SALE OF PRODUCTS MUST BE BROUGHT WITHIN ONE YEAR OF THE DATE ON WHICH THE PRODUCT IN QUESTION WAS DELIVERED OR PROVIDED TO BUYER OR THE DATE ON WHICH THE EVENT GIVING RISE TO THE ACTION OCCURRED, WHICHEVER IS EARLIER.
19. international trade
NAF makes no representation with respect to the country of origin, qualification for duty preference (or similar program), specific harmonized tariff schedule number, export jurisdiction, U.S. munitions list category, export control classification number, export authority or any other international trade or export matter relating to any good. NAF retains all of its duty drawback rights, and any attempt by Buyer to transfer such rights will be null and 
void. Buyer shall not, itself or through any third party, designate NAF as the U.S. “principal party in interest” or file electronic export information with the U.S. Bureau of Census unless otherwise agreed in writing by NAF. Buyer represents that it is not, and to the best of its knowledge its customers, its customer’s end-users and its agents are not, subject to any U.S. or other government sanction, restriction or rule that would prohibit the sale or export by NAF of the goods. Upon NAF’s request, Buyer shall provide all end-user and end-use information that it can obtain with commercially reasonable efforts. Buyer shall comply strictly with all applicable U.S. export laws and regulations and Buyer shall assist NAF in complying with all applicable U.S. export laws and regulations. NAF shall not be the importer of record with respect to any transaction governed by this Contract (unless NAF otherwise agrees in writing).
Email: nafsales@naforgemasters.com
Support: 724-658-4703
North American Forgemasters (NAF) is a 50-50 joint venture between Scot Forge and Ellwood Group, Inc. As an open die forge facility, NAF produces billet stock, solid and hollow preforms and custom forged shapes in sizes up to 440,000 lbs. Located in western Pennsylvania in New Castle, NAF serves as the only fully integrated manufacturer of open die forgings in the Western Hemisphere. From steel making to finish machining, NAF represents American manufacturing at its finest.
CONTACT US
Phone: 724-658-4703
Email: nafsales@naforgemasters.com
Address: 710 Moravia Street,
New Castle, PA 16101
Have a question or need a RFQ? Feel free to reach out to one of our team members personally. We'll get an answer for you as soon as possible!
NAVIGATIONS