Terms and Conditions

Terms and Conditions of Sale | Terms and Conditions of Purchase

Terms and Conditions of Sale

The Fredericks Company (hereinafter “Manufacturer”)

Table of Contents

1. Acceptance of Terms

1.1
These Terms and Conditions of Sale (the “Terms”) govern all sales of products and services (“Products”) by the Manufacturer to the buyer (“Buyer”). By placing an order for Products, Buyer agrees to be bound by these Terms. Any additional or different terms proposed by Buyer are hereby rejected unless expressly agreed to in writing by Manufacturer.

2. Orders

2.1
All orders are subject to acceptance by Manufacturer. Manufacturer reserves the right to refuse any order in its sole discretion.
2.2
Orders must be placed online or in writing (e.g., purchase order) and must specify the Products, quantities, prices, and delivery location.
2.3
Accepted orders may not be cancelled or changed by Buyer without Manufacturer’s written consent. Any such cancellation or change may be subject to additional fees.
2.4
Orders must be completed within 12 months (1 year) of the order date, unless otherwise agreed in writing.

3. Prices and Payment

3.1
Prices for the Products are as stated in Manufacturer’s online pricing or quotation, unless otherwise agreed in writing.
3.2
Prices are exclusive of all taxes, duties, and other governmental charges, which will be added to the invoice and are the responsibility of Buyer.
3.3
Payment is due as specified in the invoice. Manufacturer reserves the right to suspend shipments or cancel orders if payment is not received when due.
3.4
Late payments may be charged at the highest rate permitted by law.

4. Delivery and Shipping

4.1
Delivery dates are estimates only and are not guaranteed. Manufacturer is not liable for any delays in delivery.
4.2
Unless otherwise agreed in writing, shipping is EXW (Ex Works) from Manufacturer’s address at 2400 Philmont Avenue, Huntingdon Valley, PA 19006, USA. Risk of loss or damage to the Products passes to Buyer upon shipment from Manufacturer.
4.3
Buyer is responsible for all shipping and handling charges, unless otherwise agreed in writing.
4.4
Approved shipping carriers are UPS and FedEx. All other carriers require Manufacturer’s prior written authorization, and Buyer may be responsible for additional fees.

5. Inspection and Acceptance

5.1
Buyer shall inspect the Products within 30 days of delivery. If the Products are not in accordance with the order, Buyer must notify Manufacturer in writing within this period, specifying the nature of the defect. Failure to provide such notice constitutes acceptance of the Products.

6. Warranty

6.1
Manufacturer warrants that the Products will be free from defects in materials and workmanship for a period of 1 year from the date of shipment. For the Products in the Televac product line, this period is 1.5 years (18 months) from the date of shipment.
6.2
This warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.
6.3
Manufacturer’s sole obligation under this warranty is to repair or replace, at its option, any defective Product.
6.4
This warranty does not apply to vacuum gauges (vacuum sensors), filaments, batteries, and all other products defined as consumable by Manufacturer.
6.5
This warranty does not apply to Products that have been misused, abused, altered, or damaged by Buyer.

7. Returns

7.1
Returns are only accepted with Manufacturer’s prior written authorization. Any such return may be subject to restocking fees.
7.2
Returned Products must be in their original packaging and in resalable condition.
7.3
Buyer is responsible for all return shipping costs.

8. Intellectual Property

8.1
Manufacturer retains all intellectual property rights related to the Products, including patents, trademarks, and copyrights.
8.2
Buyer shall not reverse engineer, modify, or reproduce the Products without Manufacturer’s prior written authorization.

9. Limitation of Liability

9.1
To the maximum extent permitted by law, Manufacturer’s liability for any claim arising out of or in connection with the sale of the Products shall be limited to the purchase price of the Products.
9.2
Manufacturer shall not be liable for any indirect, incidental, consequential, or special damages, including lost profits, even if Manufacturer has been advised of the possibility of such damages.

10. Force Majeure

10.1
Manufacturer shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, or materials.

11. Governing Law

11.1
These Terms shall be governed by and construed in accordance with the laws of the State of Pennsylvania.

12. Entire Agreement

12.1
These Terms constitute the entire agreement between the parties with respect to the sale of the Products and supersede all prior or contemporaneous communications and proposals, whether oral or written.

13. Severability

13.1
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Amendments

14.1
These Terms may be amended by Manufacturer from time to time by posting the revised Terms on its website or providing written notice to Buyer.

15. Contact Information

The Fredericks Company
2400 Philmont Avenue, Huntingdon Valley, PA 19006, USA
+1 215 947 2500
sales@frederickscompany.com

Terms and Conditions of Purchase

The Fredericks Company (hereinafter “Buyer”)

Table of Contents

1. Acceptance of Terms

1.1
These Terms and Conditions of Purchase (the “Terms”) govern all purchases of goods and/or services (“Supplies”) by Buyer from the supplier (“Supplier”). By accepting a Purchase Order from Buyer, Supplier agrees to be bound by these Terms. Any additional or different terms proposed by Supplier are hereby rejected unless expressly agreed to in writing by Buyer.

2. Purchase Orders

2.1
All purchases are subject to a written purchase order (“Purchase Order”) issued by Buyer. No work shall commence, nor Supplies be delivered, without a Purchase Order. Exceptions may occur at the discretion of Buyer for orders placed with a credit card.
2.2
Each Purchase Order will specify the Supplies, quantities, prices, delivery dates, and delivery location.
2.3
Supplier must acknowledge acceptance of the Purchase Order in writing within [Number] days of receipt. Failure to acknowledge may be deemed as rejection of the Purchase Order.

3. Prices and Payment

3.1
Prices for the Supplies are as stated in the Purchase Order. Unless otherwise stated, prices are firm and not subject to escalation.
3.2
Prices are inclusive of all taxes, duties, and other governmental charges.
3.3
Payment terms must be specified on the invoice and are effective on the date of Buyer’s receipt of a correct invoice.
3.4
Buyer reserves the right to withhold payment if the Supplies are not in accordance with the Purchase Order or these Terms.

4. Delivery and Shipping

4.1
Failure to deliver on the specified date may be considered a material breach of contract.
4.2
Unless otherwise agreed in writing, shipping will be EXW (Ex Works) from Supplier’s address as stated on Purchase Order. Risk of loss or damage to the Supplies passes to Buyer upon shipment from Supplier.
4.3
Supplier is responsible for all shipping and handling charges unless otherwise agreed in writing. Shipments must be properly packaged and labeled.

5. Inspection and Acceptance

5.1
Buyer shall inspect the Supplies within 30 days of delivery. If the Supplies are not in accordance with the Purchase Order or these Terms, Buyer may reject the Supplies and return them to Supplier at Supplier’s expense.
5.2
Acceptance of a portion of the Supplies does not constitute acceptance of the entire shipment.
5.3
Buyer’s inspection and acceptance do not relieve Supplier of its obligations under these Terms, including warranty obligations.

6. Warranty

6.1
Supplier warrants that the Supplies will be free from defects in materials and workmanship, merchantable, and fit for their intended purpose for a period of 1 year from the date of acceptance.
6.2
This warranty is in addition to any implied warranties of merchantability or fitness for a particular purpose.
6.3
Supplier shall, at its expense, promptly repair or replace any defective Supplies.

7. Counterfeit Materials Prevention

7.1
Supplier warrants that all materials supplied under the Purchase Order shall be genuine, traceable to the original manufacturer, and free from any form of counterfeiting or misrepresentation.
7.2
Supplier shall implement and maintain a documented counterfeit materials prevention program that may include:
7.2.1
Sourcing materials only from original equipment manufacturers (OEMs) or authorized distributors.
7.2.2
Maintaining complete traceability records for all materials.
7.2.3
Implementing robust inspection and verification procedures.
7.2.4
Providing certificates of conformity and authenticity upon request.
7.2.5
Promptly notifying Buyer of any suspected or confirmed counterfeit materials.
7.3
If counterfeit materials are suspected or confirmed, Supplier shall, at its own expense, promptly replace the affected materials with genuine replacements and shall be liable for all related costs, including but not limited to, inspection, testing, rework, and recall.
7.4
Buyer reserves the right to audit Supplier’s counterfeit materials prevention program and inspect materials at any time.

8. Ethical Sourcing and Responsible Business Practices

8.1
Buyer requires Supplier to operate in a manner that is ethical, responsible, and compliant with all applicable laws and regulations, including those related to labor practices, health and safety, environmental protection, and anti-corruption. Supplier agrees to maintain responsible business practices throughout their supply chain and to cooperate with Buyer in verifying compliance.
8.2
Supplier shall comply with all applicable labor laws and regulations, including those related to prohibition of child labor and forced labor, fair wages and benefits, reasonable working hours and safe working conditions, freedom of association and collective bargaining, non-discrimination and equal opportunity.
8.3
Supplier shall maintain a safe and healthy work environment for their employees and contractors, complying with all applicable health and safety laws and regulations.
8.4
Supplier shall conduct their operations in an environmentally responsible manner, minimizing their impact on the environment and complying with all applicable environmental laws and regulations. This includes responsible waste management, pollution control, and resource conservation.
8.5
Supplier shall conduct their business ethically with honesty and integrity, avoiding any form of bribery, corruption, or unethical practices.
8.6
Supplier shall provide transparency regarding their supply chain, including the origin of materials and the location of manufacturing facilities.
8.7
Supplier shall comply with all applicable laws regarding conflict minerals and provide information regarding the origin of minerals used in their products at Buyer’s request.
8.8
Buyer reserves the right to conduct audits of Supplier facilities to ensure compliance with these ethical sourcing requirements. Suppliers shall cooperate fully with such audits.
8.9
In the event of non-compliance, Supplier is expected to take prompt and effective corrective action to address the identified issues. Failure to comply with these requirements may result in the termination of the business relationship.
8.10
Supplier is responsible for ensuring that their subcontractors also comply with these ethical sourcing requirements.

9. Intellectual Property

9.1
Supplier represents and warrants that the Supplies do not infringe on any third party’s intellectual property rights. Supplier shall indemnify and hold Buyer harmless from any claims of infringement.

10. Confidentiality

10.1
Supplier shall keep confidential all information disclosed by Buyer in connection with the Purchase Order and these Terms.

11. Indemnification

11.1
Supplier shall indemnify and hold Buyer harmless from any claims, losses, damages, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with the Supplies, including any claims related to product liability, personal injury, or property damage.

12. Insurance

12.1
Supplier shall maintain adequate insurance coverage, including product liability insurance, general liability insurance, and workers’ compensation insurance.

13. Termination

13.1
Buyer may terminate the Purchase Order, in whole or in part, with or without cause, upon written notice to Supplier. Upon termination, Supplier shall cease all work and deliver any completed Supplies to Buyer.

14. Governing Law

14.1
These Terms shall be governed by and construed in accordance with the laws of the State of Pennsylvania.

15. Entire Agreement

15.1
These Terms, together with the Purchase Order, constitute the entire agreement between the parties with respect to the purchase of the Supplies and supersede all prior or contemporaneous communications and proposals, whether oral or written.

16. Severability

16.1
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Amendments

17.1
These Terms may be amended by Buyer from time to time by posting the revised Terms on its website or providing written notice to Supplier.

18. Contact Information

The Fredericks Company
2400 Philmont Avenue, Huntingdon Valley, PA 19006, USA
+1 215 947 2500
sales@frederickscompany.com

Last Updated March 11, 2025