Terms and Conditions

These Terms and Conditions (“Terms”) govern all sales by Steinerfilm, Inc. (“Seller”). Any terms or conditions contained in a purchase order, acknowledgment, or other writing from the Buyer that add to, conflict with, or vary in any way from these Terms and Conditions shall be deemed material alterations, are expressly rejected, and shall be of no effect. Seller’s failure to object to any such terms shall not be construed as an acceptance thereof. No waiver or modification of these Terms and Conditions shall be binding unless made in writing and signed by an authorized officer of Seller.

1. Offer and Acceptance
Any quotation, order confirmation, or invoice issued by Seller is governed by these Terms. Buyer’s acceptance of any offer, shipment, or payment shall constitute acceptance of these Terms. Any additional or conflicting terms proposed by the Buyer are hereby rejected unless specifically accepted in writing by Seller. After acceptance of an order by Seller, no additions, modifications, or changes to item quantities shall be permitted unless expressly agreed to in writing by an authorized officer of Seller.

 

2. Prices and Payment Terms
(a) Prices. All prices quoted are valid for 30 days unless otherwise stated. All prices are stated in United States dollars and are exclusive of all federal, state, municipal, or other governmental taxes, duties, tariffs, or similar charges, including without limitation sales and use taxes, which shall be the sole responsibility of the Buyer. 
(b) Payment Terms. Payment due on a “1% 10, net 30” basis. Balances not paid when due shall accrue interest at the rate of 1.5% per month. If applicable law limits the amount of interest or late charges that may be collected, such charges shall be reduced to the maximum permissible amount, and any overpayment shall be credited to the Buyer’s outstanding principal balance.

 

3. Delivery and Risk of Loss
Unless otherwise stated, delivery terms are F.O.B. Seller’s facility (Incoterms 2020). Title and risk of loss shall pass to the Buyer upon delivery of the goods to the carrier. Delivery and shipping dates provided are estimates only and are not guaranteed. Seller shall not be liable for any damages, penalties, or other charges resulting from delays in delivery, regardless of cause. Partial shipments are permitted. All split shipments requested by Buyer must be scheduled and completed within sixty (60) days from the date of Seller’s acceptance of the order, unless otherwise agreed in writing by Seller. Any split shipments beyond this window shall be subject to Seller’s prior written approval and may result in additional charges.

 

4. Inspection; Claims; Acceptance
The Buyer shall inspect all goods within 5 business days of receipt. All claims for defects, shortages, or nonconformance must be made in writing to Seller within thirty (30) days of delivery. Failure by the Buyer to inspect the goods within the applicable period shall constitute an irrevocable waiver of the right to inspect and shall be deemed acceptance of the goods. Failure to make claims within the prescribed period shall constitute conclusive acceptance and acknowledgment that the goods conform in all respects to the contract requirements. Acceptance of an initial or partial shipment shall constitute conclusive evidence that such goods conform to the agreed specifications.

 

5. Warranty; Exclusive Remedy; Limitation of Liability
(a) Warranty Period. Seller warrants that all goods sold hereunder shall conform to Seller’s specifications in effect at the time of shipment and shall be free from material defects in workmanship and material for a period of one (1) year from the packaged date for Aluminum-coated products, and for a period of six (6) months from the packaged date for Zinc-coated products and all other products.
(b) Permissible Variations. Minor deviations in color, quality, dimensions, or other characteristics shall not constitute a breach of warranty. Seller reserves the right to ship quantities up to ten percent (10%) more or less than the quantity acknowledged, and weights may vary by up to six (6) pounds without constituting nonconformance.
(c) Remedies. Warranty claims must be made within the applicable warranty period and shall be conditioned upon return of the goods for inspection and verification of the defect by Seller. Seller’s sole obligation, and the Buyer’s exclusive remedy, shall be, at Seller’s option, repair or replacement of the defective goods at no charge.
(d) Exclusions. This warranty shall be void if the goods have been subjected to abuse, misuse, negligence, accident, improper assembly, or improper installation, including production degradation resulting from improper storage or handling by Buyer.
(e) Disclaimer of Other Warranties. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF, AND SELLER EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

6. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SELLER’S TOTAL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STRICT LIABILITY, TORT, CONTRIBUTION, SUBROGATION, INDEMNIFICATION, OR OTHERWISE, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID BY THE BUYER FOR THE GOODS.

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7. Insolvency; Bankruptcy
If the Buyer becomes insolvent as defined in U.C.C. § 1-201(b)(23) it shall notify the seller immediately upon occurrence of such filing. Failure to do so shall constitute an affirmation of solvency. Seller reserves the right to terminate this contract immediately in the event of Buyer’s insolvency, bankruptcy filing, or the filing of any petition or proceeding under applicable bankruptcy or insolvency laws. The Buyer shall notify Seller immediately upon the occurrence of any such filing.

8. Custom-Manufactured Goods
Goods are manufactured to Buyer specifications. If Buyer suspends or cancels its order, the Buyer shall accept delivery of, and pay for, all goods completed or in process as of the date Seller receives notice of suspension or cancellation. This obligation is in addition to, and not in limitation of, any other remedies available to Seller.

9. Indemnification
Buyer shall indemnify, defend, and hold harmless Seller, its officers, directors, employees, agents, successors and assigns from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including attorneys’ fees) arising from or related to 
(a) the customer’s use, misuse or resale of the goods.
(b) The customer’s negligence, willful misconduct, or breach of these Terms and Conditions.
(c) Any claim alleging that goods manufactured to the customer’s specifications infringe upon or misappropriate any intellectual property rights of a third party. 
This indemnity shall survive delivery, acceptance and payment for goods. 

10. Force Majeure
Seller shall not be liable for any delay in performance, delivery, failure to perform or fulfillment of any order caused in whole or in part by circumstances beyond its reasonable control, whether foreseeable or unforeseeable. These circumstances include but are not limited to: acts of God; natural disasters; labor strikes, disputes or lockouts; equipment failure; accidents; acts of war or terrorism; pandemics or epidemics; delays or shortages in transportation or logistics;  governmental orders or regulations; new or increased tariffs, duties or trade restrictions; or disruptions in the supply of raw  materials; energy or components from third-party suppliers; or any other circumstances beyond Seller’s control. In the event of such delay or failure, Seller may, at its option:
(a) extend the delivery or performance timeline
(b) allocate available inventory among customers in its sole discretion
(c) cancel the affected order in whole or in part without liability.
The Buyer acknowledges that sudden or significant changes in the cost or availability of critical materials for manufacturing inputs may constitute a force majeure event under this agreement. 

11. Entire Agreement; Governing Law
No agent, salesperson, employee, or other representative of Seller has authority to modify, waive, or make any representation, warranty, or agreement inconsistent with these Terms and Conditions unless such modification is contained in a written agreement signed by an authorized officer of Seller. These Terms and Conditions, together with Seller’s quotation, order acknowledgment, or invoice constitute the entire agreement between the parties and supersede all prior understandings. Seller’s failure to enforce any provision shall not be deemed a waiver of future enforcement. This agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts, including the Uniform Commercial Code as in effect in Massachusetts. Any dispute, claim, or controversy arising out of or relating to these Terms and Conditions or the sale of goods hereunder shall be brought exclusively in the state or federal courts located within the Commonwealth of Massachusetts. Buyer hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue or forum non conveniens.

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Seller reserves the right to update these Terms prospectively. The version in effect as of the date of Seller’s order acknowledgment shall govern that transaction. The latest version is available at: www.steinerfilm.com/terms
 

 

Last updated August 21, 2025

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