Quotation and Sales Terms

 

General Policy:  We want to do business with you.  We will make every effort to be flexible and accommodate your needs consistent with good business judgment.  Additional terms at www.msdspring.com also apply.

 

Price and Delivery are as of the date of quotation in U.S. dollars.  Lead times, material prices and manufacturing costs are generally stable and maintained; but are subject to adjustment at the time an order is actually placed.  Freight is FOB Middletown NY.  Blanket orders are subject to adjustment for material price in effect at time of shipment should material costs increase by more than 5 % from time of quotation.

 

Payment Terms: 1% 10 net 30 subject to credit approval (fax 3 trade and one bank reference to 845-344-2175 to apply for credit).  Visa, Master Card, Discover and Amex are accepted. We do not ship to accounts with prior invoices, over 60 days. Accounts over 60 days must either pay the full balance, or pay in andvance for new shipments plus pay sufficient old invoices to be current in 60 days.  We do not ship COD.

 

Credit Card Orders:  The total charge is at the bottom right of the packing slip.  Invoices are not mailed or emailed unless requested.

 

Undisclosed terms, conditions, specification, ordering data and other requirements: Orders placed with previously undisclosed terms, conditions, specification, ordering data or other requirements are subject to price and delivery adjustment and/or cancellation at our discretion at any time.

 

Finish and Identification marking:  Standard finishes as described in our catalog and on our web site are included.  Plating, painting, other finishes plus marking and tagging requirements are not included (even though specified) unless specifically stated in the quotation.  “Nadcap” passivation rejections and hydrogen embrittlement due to plating and are beyond our control and outside the scope of this quotation. They are not reason to withhold payment.  Any replacement or rework is quoted separately.

 

Warrantee, Liability and Design Assistance/Suggestions: We neither know nor fully understand you application. WE DO NOT WARRANTEE THAT SPRINGS ARE SUITABLE FOR YOUR INTENDED PURPOSE, NOR THAT VARIATIONS OVER TIME (due such things as  material chemistry or metallurgy inclusions or other defects, or allowable manufacturing tolerances) WILL NOT AFFECT YOUR APPLICATION.   It is your responsibility to assure fit and function, to perform life cycle tests and tolerance analysis, and to design your application to be safe even if a spring should fail. Our warrantee is strictly limited to compliance with our specifications on catalog springs and to your print or specification for custom.  We do not under any circumstances accept liability for repairs or consequential damages or legal fees or any other damages. 

Any assistance or calculations provided reflect only our partial understanding of your application and are only an approximation of how the spring might perform. They are suggestions only and in no way constitute a guarantee that springs made to that design will function as expected.  Indeed, a percentage of springs are expected to fail or function differently due to acceptable manufacturing and material variability, material imperfections, analytical errors, or misunderstandings by or among various parties as to the design and it’s consequences. 

Terms such as “Fatigue”, “yield”, ‘indefinite”, etc. are descriptive only and do not guarantee that any specific spring or springs will have some specific life.  

Our liability is strictly limited to repair or replacement at our option.  In no event shall our liability exceed the purchase price of the product. This limitation of liability applies even if your terms specify liability or indemnification, consequential damages, legal fees or other damages, and regardless of any other legal premise.

 

Other terms and tolerances and specifications: (shipping, warranty, liability, returns etc.) are as stated in our catalog and on our web site at www.msdspring.com. References on prints, rfq’s, orders and other documents to general provisions (such as SQAP’s, other specifications, or general PO terms) that were not provided with the quotation are not included in the price.  Other terms, policies, and requirements introduced subsequent to the quotation are subject to price and delivery adjustment and may be cause for declining an order.  Specification(s), terms, or general provisions incorporated in an order or in purchase order terms or by reference in other specifications may not be complied with unless they were provided with the request for quotation along with any necessary ordering data, plus specifically identified and priced in the quote. 

 

Changes: Changes must be in writing. Changes are subject to price and delivery adjustment.  Rejections for criteria not specified in the order are changes.  Applying or changing specifications or tolerances or dimensions or features not quoted are changes. Requests for certifications, inspections or information not specified in the quotation are changes.  We endeavor to inform customers on a best effort basis of scheduled processing that might preclude proposed changes or alter delivery; but do not hold processing without stop work orders.

 

Clarification of Customer’s terms.  If your orders incorporate standard terms or specifications or procedures either directly or by reference, or if you have previously provided standard terms or specifications and expect them to apply, then our clarifications to customer’s terms (below) apply.

 

Referenced specifications:  Any specification, ordering data or other information that was not provided with the quotation, is not included.  Any referenced specification that in our opinion is not relevant is similarly not included.  We reserve the right to unilaterally adjust price and delivery if such specification is required at a later date.

 

“Primacy of terms” Our quoted prices are based on the terms that were quoted.  The quoted price does not reflect costs or risks that were not quoted. Therefore, at the quoted prices, we can not accept terms which were not included in the quotation without price adjustment.  Seller’s quoted terms are the sole terms in effect, unless a negotiated settlement and price adjustment are agreed to by the parties.  Either buyer efforts to proceed with the order at the quoted price, or buyer’s use of the product provided constitute acceptance of the quoted terms, even if a signed agreement is not executed, and even if buyer’s terms contain statements to the contrary.

 

 


 

 

 

“Defects and workmanship”:  We use only new certified material from reputable sources.  Still, there are no known processes, tests or specification requirements that preclude all potentially significant defects in the materials used.  In addition, specific springs may fail in service due to a variety of circumstances most of which are beyond our control.  Our liability is strictly limited as below.  We do not agree that the parts provided will be free of defects.  They may fail.

 

“Design assistance”:  Calculations or suggestions provided by us are on a best effort basis.  See Warrantee, liability and design assistance in our terms above.  Our liability is strictly limited as identified below and in our terms.   Design and testing to assure safety and function and reliability are entirely the buyer’s obligation.

 

 “Suitable for your intended purpose” (or similar clauses): Catalog springs are warranted to meet catalog specifications.  Custom springs are warranted to meet your specifications.  We do not fully understand your application.  We do not agree to warrantee suitability for your application, nor for your intended use, nor even for what may to some appear to be “normal” use.

 

 “Liability and indemnification”: Our liability is strictly limited to repair or replacement at our option.  We do not agree to indemnification nor accept liability for things such as invalid claims, consequential damages, legal fees or any other damages regardless of any legal premise for such claim.

 

“Time is of the essence  (or similar clause):  Quoted lead times will apply from the date all issues are resolved, not from the purchase order date.  Any manufacturing holds, changes or stop work orders must be in writing.   We do not agree to make up for time lost prior to resolution of the order.

 

 “Cancellation”:  Cancellations at your discretion/convenience are subject to cancellation charges.

 

“Inspections and acceptance”:  Rejections except for hidden defects will not be considered after 60 days.  We do not agree to unlimited or indefinite rights to reject.

 

“Access to facilities”:  Support will be provided without charge in proportion to the value of the underlying order(s).  Subcontractor cooperation will be secured on a best effort basis should the situation arise.  We reserve the right to charge for additional support plus consequential and unintended costs.  We reserve the right to qualify visiting personnel with regards to safety and administrative practices that they may encounter in the scope of their work.  We do not agree to unrestricted access.

 

“Best price guarantee” or similar terms:  Our prices are highly dependent on the quantities ordered and annual volumes.  Prices depend on the cost of material and labor and do vary over time.  Any guarantee applies to equivalent circumstances only.  Charges emanating from differences in terms are not equivalent circumstances.

 

“Quantity:  Catalog springs in small quantities (typically < 100) are shipped in exact quantities.  All others are subject to a +/- 10% variation.

 

“Special processes”:  Standard coil springs manufacturing techniques are not “special”.   We reserve the right to designate other operations as proprietary.

 

“Terms not provided with the request for quotation”:  Our quotation was based on our standard terms and practices.  We do not agree to terms imposed with the order that were not previously provided and negotiated.  The order is subject to price and delivery adjustment or contract termination and cancellation charges regardless of when any changes, discrepancies, or new terms are discerned and regardless of any intervening actions taken or purchase order provisions to the contrary,  

 

“Quoted exceptions or terms ignored”:  Quoted exceptions and terms shall survive if omitted from the PO without negotiation.  Quoted terms take precedence over non-negotiated provisions that conflict with or preclude them.  In the absence of a negotiated resolution, we do not agree to drop the quoted exceptions.

 

“Action constitutes acceptance  (or similar clauses):  We do not agree to these terms, unless specifically negotiated in advance of order placement.

 

“Unilateral changes” (or similar statements):  We do not agree to such terms, unless specifically negotiated in advance of order placement.

 

 “Absence of agreement” In the absence of agreement there is no contract, the order is declined.  Goods are re-offered in accordance with quoted terms and exceptions.  Any action taken by buyer to further the order subsequent to receipt of these clarifications such as technical instructions, shipping instructions, expediting of product, acceptance of goods, use of goods, or payment for goods constitutes acceptance of quoted terms and exceptions. 

 

“Conflict Minerals Reporting” If completion of a form is required. DFARS pricing shall apply to cover the administrative cost.   Additional effort will be on a cost plus basis.  Alloying elements in steel can be numerous, and tracking down the source of each through various levels of the international supply chain over periods of time that may be in years (our warehouse, distributor , drawing facility, importer, smelter, and finally, the mine) may be impossible without incurring costs that far exceed the order value..

 

 

 


 

 

Conflicting Buyer’s terms

 “Primacy of terms” It is recognized that seller has based their quoted price on the terms that were quoted, and that the quoted price does not reflect costs or risks that were not quoted. Therefore, at the quoted prices, seller can not accept terms which were not included in the quotation without price adjustment.  Seller’s quoted terms are the sole terms in effect, unless a negotiated settlement and price adjustment are agreed to by the parties.  Either buyer efforts to proceed with the order at the quoted price, or buyer’s use of the product provided constitute acceptance of the quoted terms, even if a signed agreement is not executed, and even if buyer’s terms contain statements to the contrary.

 

“Primacy legal fee” Absent a written agreement signed by both parties, customers who seek execution of purchase order(S) which have conflicting terms, have created the risk of legal expense to determine the primacy of terms.  They have also created the risk of decisions or agreements (extorted in lieu of legal expense) for terms that were not quoted.  The cost of such risk, including but is not limited to the cost of an award by a court of competent jurisdiction for terms not quoted, the cost of an agreement consented to in a settlement agreement regarding terms not quoted.  All of these matters were not quoted.  Therefore:

·          Buyer will indemnify, defend and hold harmless Seller, its affiliates, their respective suppliers, employees, officers, directors, successors and assigns from any losses, damages. Liabilities, fines, penalties, expenses (including reasonable attorney fees, court costs, and related expenses, any awards or  consequential damages resulting from resulting from terms not quoted.

·          The quoted price shall be increased by 3.6 % to assure adequate cash reserves to conduct the above pending indemnification payments.

·          The fee, much like insurance, spreads the risk of legal costs across those customers who attempt to impose such terms.

o          Acceptance of this fee by seller does not constitute sellers acceptance of the disputed terms, costs or risk

o          Potential costs are substantial.  They greatly exceed the benefit to seller of the order, and cannot be supported without such funds.  Thus, a failure to impose such fees would in effect deprive seller of their legal rights. 

o          A failure to impose such fee would increase sellers overhead. Thus:

§          Unfairly impacting those customers who do not create such costs or legal risk.

§          Placing sellers at a competitive disadvantage in those segments of the the market place that do not create such costs or legal risk (the majority of sellers business).

                                   

“Indemnification” In the event that customer terms seek indemnification, the following apply:

It is recognized that the function of springs is to flex, and that as such springs which are not faulty may still be problematic and lead to law suits even though not defective.  It is further recognized that the seller is not privy to full product design information and cannot be responsible for ramification of the product design.   Also, that seller as the supplier of either a commodity, or a customer designed component, can not assure and ought not be liable for any inappropriate use of springs.  Also that the economics of the circumstance are such that the value of a spring order (typically pennies per piece or hundreds of dollars per order) as compared to the legal cost (tens or hundreds of thousands of dollars) of a claim (even if not warranted) dwarfs any potential profit that can be realized by the seller.  As such, even a small chance of legal action would negate the value of the order to seller.

 

Some examples (not a full list) are:

There may be safety issues that result in claims naming the spring, even though the spring has not failed, and is functioning as intended.

·          One such situation might be a "jack in the box" type event that causes damage when a surprised user reacts in a way that causes harm to themselves or others.  Thus leading to claims which names the spring as the cause and have legal expenses and/or award values hundreds or thousands of times the value of the spring order. As a general rule, seller does not even know that buyer is making a “jack in the box”, nor the circumstances of its use nor the details of the product design. Those are buyer decisions.

·          Even then in some instances it may not be a bad thing.  We sold as a highly expedited order, “jack in the box” springs: to the marines.  They used them to train soldiers in Iraq to disarm IED bombs.  If a marine got it wrong then they get a surprise (I presume harmless). But better from the spring, rather than a real IED.

·          Seller has no control over such design decisions and ought not be responsible for their ramification.  If some terrorist uses a screw to make a bomb; should the manufacturer of the screw be liable for third party claims by the people who were harmed by the bomb?.

There may also be issues that result in legal claims naming the spring but that are due to product design deficiencies or minor and acceptable variance between springs.

·          One might be a medical instrument that does not function properly unless the spring is wound in a certain direction, yet no direction is specified in buyer’s order or print.

·          Another common situation is when a spring works well in a product.  Buyer then uses the spring in a new, or modified, product to keep things simple.  The new or modified product subsequently does not perform correctly. It is not unusual to get calls blaming the spring,  that don’t make sense, only to find out that this is what actually happened..

Shock loads occur when a spring is “slammed”, or deformed very rapidly.  Usually that implies slammed to solid; but not always.

·          One common application is a recoil spring in a fire arm or canon.  Here the spring is slammed (usually solid) each time the firearm is fired.  It doesn’t last long and may have serious consequences.

Fatigue is a gradual deterioration in the performance over time.

·          An example might be an automotive suspension spring that is too soft and/or placed in an under damped suspension system.  Makes for a nice soft ride; but it won’t last the life of the car.  The spring is not at fault.

The stress levels in a spring may, in a particular application may exceed the yield strength of the metal. 

·          The spring then deforms (bends) when flexed and may not return to its original length “take a set”. The spring then appears weaker, or stronger depending on the product.  It also has been “cold worked” and may therefore be subject to premature failure.  Any such event could lead to a claim; but the spring is not at fault.  Kind of like driving a 40 ton truck over a bridge with a ten ton limit.  The bridge would not be at fault.

·          An example here might be a spring that is designed for a flammable gas tank pressure relief valve where it moves only slightly (to prevent explosions) but must be very stiff.to prevent leakage and subsequent explosions.

·          The exact same spring in another application (perhaps the automotive application above) would likely fail because it is too stiff.

·          It is the inappropriate application that is at fault, not the spring.

Claims  may also include the consequences of normal, allowable variations.

·          material imperfections that are acceptable to material specifications

·          dimensional variations that are acceptable to product specifications

 

 

 

 

 

 

            

                                                               

 

Price list for Administrative requirements

 

(Administrative, Certifications, finishes plus Inspection and Identification charges are in addition to quoted Product costs)

 

 

·          Maintain raw material traceability:                                                                                          No charge              

·          Certification of Compliance (standard):  located at the bottom of every packing slip.       No charge

·          ROHS certification located at the bottom of every packing slip.                                           No charge

·          Country of origin certification located at the bottom of every packing slip.                        No charge

·          Mercury free certification located at the bottom of every packing slip.                                No charge

·          MSDS:  downloads (.pdf format) as available from website.                                    No charge

·          Raw Material Chemical and physical properties report:                                                    $25.00/item

·          DFARS compliance certification:                                                                                     $35.00 + costs incurred **

·          Raw Material Domestic Manufacture certification:                                                           $35.00 + costs incurred **

·          Separate customized letter of certification.                                                                      $35.00 + costs incurred **

·          Separate customized letter of certification requested after delivery                                   Priced on a case basis **

·          Standard FAI (first article inspection) on Loads                                                                               $35.00/item

·          Standard FAI (first article inspection) on Dimension                                                        $25.00/item

·          Passivation Certification to QQP-35: (add 2 weeks to delivery)                                       $100.00 minimum/item

·          NADCAP passivation and plating: (delivery varies as required)                                        $125.00 + costs incurred **

·          Cad, Zinc and Nickel plate certification:                                                                          $50.00/item

·          Other plating certifications:                                                                                             Priced on a case basis  **

·          Mil Standard 105 Inspection:                                                                                           Priced on a case basis. **

·          Mil-S-13572:                                                                                                                                   Priced on a case basis  **

·          Mil Std 130: parts are quoted less this specification                                                          No quote

·          MSDS (hard copy – many steels available at web site no charge)                                      $50.00

·          MSDS (hard copy - plating and others)                                                                                             Priced on a case basis **

·          Administrative Burden for review and implementation of complex specifications                            Priced on a case basis **

·          Weekly status updates                                                                                                      $25.00/item/week/request

·          Indemnifications and warrantees                                                                      $285.00/hour ($10,000 minimum charge) ** 

Engineering charges to review your design for suitability of springs for your application. Requires complete design information on spring, assembly, end product, application, and prior industry wide history of any problems with this and all other similar products.

 

 

 ** Item must be identified at time of quotation including all relevant ordering data.  If not, the quotation is not valid.  If identified after order has been entered, cancellation charges may apply.  If identified after order has been shipped, payment is due in full without compliance.


 

 


DESIGN NOTES

 

With regard to fatigue:

Fatigue is the weakening of a spring over time, or the failure of the spring at some number of cycles.  Our design practices provide an estimated theoretical fatigue limit.  Springs operating below that limit at modest speeds, and at normal temperatures should last indefinitely.  Springs above that limit, (or below that limit with rapid/shock loads) will likely have a finite life.

 

Material properties are allowed by specification to have significant variations with regard to fatigue.  As such, we cannot offer an absolute guarantee of no fatigue. 

 

Still, over the years we have learned a few things:

                1) In applications where fatigue is a concern, an extra (second) stress relief operation after manufacture can be beneficial.  The cost is modest.

2) It is beneficial to keep the stress levels as low as possible.  Springs with lower stress levels will be more likely to last longer, and less likely to be effected by material variations, rapid/shock loads, temperature excursions, and extreme cycling.  Often, the options available are limited by previously established design parameters.

 

·          If the maximum stress levels are below the fatigue limit, then the lower they are the less likely the springs are to fatigue. 

·          If the maximum stress levels are above the fatigue limit it is still beneficial to keep the stresses as low as possible.  Lower stress levels are likely to last longer.

3)       In some instances higher strength metals can be substituted.  They may accept higher stress levels but, there may be other considerations.  For example chrome silicon (and chrome vanadium) oil tempered wires have hire allowable stresses; but are more subject to hydrogen embrittlement if electro-plated.

                4) Shot peening can be beneficial.  The extra cost depends on the specific configuration and specifications applied.


General Notes:

1.        The wire diameter is critical and should be measured carefully with dial calipers!

Loads are proportional to the wire diameter cubed.  A difference of .002 in wire diameter is often significant.  This depends on your application, which by the way we don’t pretend to fully understand.
        2.  If your application subjects the springs to rapid or shock loads, then you need to tell us that!

        3.  If your application subjects the springs to temperatures above 375F s, then you need to tell us the maximum temperature!

        4.  The material is very significant. 

·          302 Stainless steel is 20% less stiff than carbon steel (a.k.a. Music Wire). 

o         These are by far, the two most common material types.  

o         There are numerous slightly different variations that are also readily available. 316 SS for example, is also often commonly available and offers better salt spray corrosion resistance.

·          We can not tell from a picture if your spring is 302 Stainless Steel or Music wire, much less if another alloy was used.                

·          We can not tell from a picture if your spring is made of another stainless steel (e.g. 17-7PH, 400 series....etc.) , or some non-ferrous metal (e.g. Brass Bronze, Beryllium copper, Phosphorous Bronze, Nickel alloys ..... etc.). 

·          Those other possibilities can often be precluded by measuring the loads, and knowing the details of the application..

·          If not precluded, then the specific materials can be determined from a sample by various other tests.  The cost and lead time of those extra tests (if any) is not included in any quotation or proposal or offer.

·          A simple test that we will do for free is to grind one end of the spring.  (any bench grinder will do)

Music wire emits a stream of sparks, Stainless Steel does not generate a stream of sparks.

 

Magentism and 300 series Stainless Steel:

                Annealed 300 series Stainless Steel used for machining is not magnetic.

                300 series spring steel is cold worked to achieve the correct spring temper.  In doing so, it becomes magnetic.