Application -The terms and conditions herein shall apply to all sales from Seller to Buyer and any quotations by the Seller of proposed sales.
Acceptance -All orders are subject to final approval and acceptance by the corporate office of the Seller. No terms, provisions, or conditions of purchase, other than those stated herein, shall be effective unless expressly and particularly accepted by Seller in writing and signed by its authorized representative. All proposals, negotiations, and representations, if any, made before this agreement are merged herein.
Payment -Seller's prices are FOB Point of Shipment unless otherwise specified. Terms of payment are net cash thirty (30) days after the date of Seller's invoice, unless otherwise specified, except that terms of payment are at all times subject to the approval of Seller's Credit Department. Prices shall be subject to adjustments for Seller's cost increases in materials, labor, equipment, or transportation.
Taxes and Freight -Buyer shall be responsible for applicable local, state, or federal taxes and all freight bills required for this proposal unless otherwise specified. If sales, use, or other State or Municipal taxes, in addition to any listed specifically as part of the stated purchase price, are imposed upon the Seller, Buyer shall promptly reimburse the Seller for same.
Quantities involving one or more carloads or truckloads of material will be shipped at the carload or truckload rate (whichever is applicable) and the minimum rate or actual weight, whichever is higher. Any additional expense incurred by the Seller in making less than the minimum carload or truckload shipments to meet the Buyer's demands will be assumed by the Buyer.
Unless stated otherwise, the prices quoted herein assume compliance with Seller standard boxing/packaging practices. Requirements not complying with Seller standard practices are subject to non-standard charges. Standard guidelines and non-standard charge rates will be furnished upon Buyer's request.
Damage in Transit -Carriers (not Seller) are responsible for material lost or damaged in transit, and Buyer should immediately give written notice of such loss or damage to the carrier. Seller shall incur no liability for damage, shortages, or other cause alleged to have occurred or existed at or before delivery to the carrier unless Buyer shall have entered full details thereof on its receipt to the carrier.
Delivery -Shipping or delivery date is approximate. Seller shall not be liable for delays in or failures of delivery due to strikes or labor troubles, suppliers' delays, accidents, fire, flood, acts of God, action by a governmental authority, changes requested by Buyer, or causes beyond its control. If a shipment is delayed at the request of the Buyer, payment shall be made by the Buyer as though the shipment has been made as specified, and for any expenses incurred by the Seller due to Buyer's request in delaying shipment and the material shall be at the Buyer's risk and subject to reasonable storage charges.
Material Standards -All materials shall be furnished subject to the standard manufacturing and commercial variations and practice of the Seller. The Seller reserves the privilege of shipping overages or underage weight, length, size, and/or quantity in accordance with the Seller's standard practices, if applicable. Engineered products are manufactured according to Seller's current product specifications. The specifications embodied in a quotation and/or sales order hereby acknowledged have been provided to Seller by the customer and have been exclusively relied upon by Seller. The dealer or sales representative representing the transaction to the Buyer is an independent contractor who is solely responsible for the accuracy of any measurements or other specifications which may have been provided to the customer. Seller expressly disclaims any knowledge concerning the accuracy or propriety of such measurements or other specifications. The Buyer bears responsibility for determining if such products meet the requirements of plans, specifications, or other contract documents for a particular project. Seller disclaims responsibility for compliance with contract documents.
Claims for Defective Materials -Claims for errors, shortages, imperfections, deficiencies, etc., will not be accepted by Seller unless made within thirty (30) days after receipt of the material, and Seller shall in no event be liable for labor charges consequential damages arising from Buyer's purchase or use of unsuitable or defective material. In case any material furnished by Seller is not in accordance with this contract, Buyer will immediately discontinue its use and advise Seller of the facts so that Seller may have a reasonable opportunity to investigate and decide what shall be done in the circumstances and so that possible loss or damage to either party may be prevented or minimized. Buyer's remedies with respect to any product furnished by Seller hereunder that is found by Seller to be defective or otherwise not in conformity with this contract shall be limited exclusively to the right to replacement thereof at the delivery point specified herein or to the repayment of the price plus any transportation charges paid by Buyer. This obligation of Seller is expressly in lieu of any other obligation or of any warranty, expressed or implied, including any implied warranty of merchantability or fitness.
Specials -Special items not considered as standard inventory by Seller and/or manufactured by Seller to Buyer's specifications or job requirements will become the sole property of the Buyer and will not be accepted for return.
Cancellation -On all canceled orders, Buyers shall compensate Seller for its performance, commitments, and damages as follows:
- Normally stocked catalog items -Buyers shall pay Seller a cancellation fee equal to 25% of the purchase price.
- Special items not ordinarily stocked -Buyer shall pay all engineering, labor, and material costs used or committed by Seller plus 10% of the full purchase price. In no event shall the full amount exceed the purchase price. Such commitments include the allocation of manufacturing time that cannot be reallocated.
- Engineered Products -Buyer may cancel its order, reduce quantities, revise specifications, or extend schedules only by mutual agreement as to reasonable and proper cancellation charges or pricing adjustments. These charges will take into account expenses already incurred and commitments made by the Seller. The following schedule of cancellation charges will apply:
- Order entered, drawings started - $400.00
- Order entered, drawings complete, material in process - 65% of Total Project Cost.
- Order complete. Ready to ship - 100% of Total Project Cost
Compliance with the Law -Seller makes no warranty regarding the Occupational Safety and Health Act Standards or other government requirement if Seller's products do not meet such standards and requirements. Seller shall cooperate with Buyer to meet them, but Seller may charge Buyer the reasonable value thereof.
Floors -The Buyer is responsible for the load-bearing capacity of the floor upon which purchased products may be installed or constructed. Buyer shall pay for all material and labor required to modify uneven floor surfaces.
Governing Law -The parties acknowledge that the transaction that is the subject matter of this contract will be governed by the laws of the State of Michigan.
Integrated Agreement -The terms of this contract are intended by the parties as a final expression of their agreement with respect to such terms and also as a complete and inclusive statement of such terms and are incorporated into all quotations or purchase documents.