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Mach Mold Incorporated quotation terms
and conditions: ____________________________________________________________________________________
All sales
and offers to sell by Mach Mold Incorporated (hereinafter called “Seller”
or MMI) of products offered and sold by it (sometimes hereafter called
“Articles”) are subject to the following general terms and conditions
which are deemed incorporated into all orders and offers to purchase
submitted to Seller for the acceptance and into all of the Seller’s
quotations, acceptances and contracts of sale.
PRICES,
TERMS AND CONDITIONS. The prices and terms on this Price Quotation are not
subject to verbal changes or other agreements unless approved in writing
by the Home Office of the Seller. Prices and lead-times are based on
costs and conditions existing on date of quotation and are subject to
change by the Seller before acceptance of the Buyer’s order to this Price
Quotation. Conditions not specifically stated herein shall be governed by
established trade customs. Terms inconsistent with those stated herein
which may appear on Buyer’s formal order will not be binding on the
Seller.
The Seller
shall not be responsible for any failure to perform or delay in
performance, whether in manufacturing, delivery or otherwise, due to
causes beyond its control. These causes shall include, but not be
restricted to, fire, storm, flood, earthquake, destruction of plant or
facilities, explosion accident, act of public enemy, war (whether
declared or undeclared), rebellion, insurrection, riot, sabotage,
epidemic, quarantine restriction, labor dispute, labor shortage, strike,
lockout, blockade, transportation or other embargo, failure or delay in
transportation, inability to secure raw materials, failure of machinery
for the manufacture of its products, acts of God, acts of the United
States or any other federal government or any agency thereof, acts of any
state or local government or agency thereof, and judicial action, or any
other case whatsoever, whether similar or dissimilar to those
hereinbefore enumerated, all whether foreseen or unforeseen.
Typographical
and stenographic errors on this Price Quotation are subject to
correction.
When this
Price Quotation specifies material to be furnished by the Buyer, ample
allowance must be made for reasonable spoilage and material must be of
suitable quality to facilitate efficient production.
MMI WORK AUTHORIZATION
POLICY. Your (MMI) Program Manager is authorized to proceed
with the work outlined on this Price Quotation upon receipt of the
following: A purchase order number, signed purchase requisition, a signed
copy of the quote indicating your acceptance of MMI’s proposal, or an
e-mail approving the cost and timing. A hard copy purchase order must be
provided within 5 business days, or before tool shipment, or work will
cease and the job will be placed “on hold.” Your order cannot be
delivered without receipt of a hard copy purchase order.
PAYMENT AND
CREDIT EXTENDED TO BUYERS. When the Seller has extended
credit to the Buyer, the terms of payment shall be as stated on the
Seller’s invoice. The amount of credit may be changed or credit withdrawn
by the Seller at any time. Anything to the contrary notwithstanding, the
Seller shall be under no obligation to make any shipment when the Buyer
is in default under any agreement between the Buyer and Seller. If
shipments are delayed at the direction of the Buyer, payments are due
from the date when the Seller is prepared to make such shipments.
SELLER’S
UNIFORM COMMERCIAL CODE RIGHTS. Mach Mold Inc. reserves the right
to file a financing statement (UCC-1) against any articles supplied to
the Buyer in accordance with Federal Uniform Commercial Code statutes.
Upon request, the Buyer must supply information to the Seller necessary
for inclusion in the filing such as but not restricted to: Buyer’s proper
“Organization Name,” state of origin of its incorporation or state
registered to do business, organization identification number or tax
identification number. A
Uniform Commercial Code financing statement insures that the Seller is a
secured creditor and retains ownership of the articles supplied until the
Buyer satisfies its obligation and makes payment in full. Upon
satisfactory completion of Buyer’s obligation, the Seller will execute a
UCC-3 to release the Seller’s lien against the subject articles.
SELLER’S
LIABILITY. In no event shall the Seller be liable for increased
costs, loss of profits or goodwill, or any special, indirect, incidental
or consequential damages.
SERVICE
CHARGES. Amounts unpaid by the Buyer beyond the period of credit
extended on the face hereof, if any, shall bear interest at 1½% per month
(18% annual percentage rate) on the unpaid balance. Unless otherwise
indicated on the face of this Price Quotation, payment terms are net 30
days.
LIMITATION
OF WARRANTY AND CLAIMS. Except as otherwise stated in an
express written warranty of Seller provided by Seller to Buyer incident
to a particular order of Buyer, Seller warrants that the articles sold to
Buyer shall be free from defects in workmanship and material under normal
use and service (except in those cases where the materials are supplied
or designated by the Buyer) for a period of one year from the date of
delivery, THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTY OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The
Seller’s liability for breach of warranty shall arise only upon the
return of the defective parts at the Buyer’s expense after notice to the
Seller of claimed breach, and shall be limited to replacing or repairing,
at the Seller’s option, at its factory, any of said articles which shall
within one (1) year after shipment be returned to the Seller’s factory of
origin, transportation charges prepaid, and which are, after examination,
disclosed to the Seller’s satisfaction to be defective. Notice to the
Seller of claimed defects discoverable by inspection must be given within
ten (10) days after receipt of shipment. The warranty shall not apply to
any of such articles which shall have been repaired or altered, except by
the Seller, or which shall have been subjected to misuse, negligence, or
accident. The aforementioned provisions do not extend the original
warranty period of any articles, which have either been repaired or
replaced by the Seller. Parts returned for repair or credit may NEVER be
debited. Mach Mold does not and will not accept Debit Memos. In no event
shall the Seller be liable to Buyer for indirect, incidental, collateral
or consequential damages of any kind. The Buyer indemnifies the Seller,
its successors and assigns from and against any and all losses, damages
and expenses (including attorney’s fees) which the Seller may sustain or
incur as a result of any claim of negligence, breach of warranty or
strict liability or tort in connection with the use of the articles furnished
hereunder except such as may be wholly caused by the negligence of the
Seller.
DESIGN
RESPONSIBILITY. Part designs supplied by the Buyer to the Seller for
the express purpose of construction of tooling to produce said parts are
the Buyer’s / Molder’s responsibility. Moldability (part design suitable
for production) is assumed.
PATENT
INFRINGEMENTS. When the Seller has manufactured any articles in
accordance with specifications or drawings (on paper or electronic math
data) furnished by the Buyer or when a product is made to the Buyer’s
design, the Buyer at its own expense will defend any suit against the
Seller for infringement of patents and will satisfy any final award of
damages for such infringement, provided the Seller gives the Buyer notice
in writing of any such suit for infringement, opportunity conduct the
defense thereof, and assistance and cooperation in said defense.
CHANGES TO
BUYER’S ORDER. The Buyer’s order shall not be canceled, changed or
reduced in amount, nor any deliveries suspended by Buyer, without
Seller’s prior written consent.
NONWAIVER
OF DEFAULT. Each shipment made under any order shall be treated as
a separate transaction, but in the event of any default or breach by the
Buyer, the Seller may decline to make further shipments without in any
way affecting its rights under such order. If, despite any default or
breach by the Buyer, the Seller elects to continue to make shipments, its
actions shall not constitute a waiver of any default or breach by the
Buyer or in any way affect the Seller’s legal remedy for such default or
breach.
ATTORNEY’S
FEES. The Buyer shall pay the Seller all fees, costs and expenses
of the Seller reasonably incurred in the enforcement of the Seller’s
rights under or with respect to any agreement between the Buyer and
Seller including, without limitation, reasonable attorney’s fees.
TIME LIMIT
FOR BRINGING ACTION AND VENUE. Any action by the Buyer for
breach of any of the Seller’s obligations to the Buyer or any provision
hereunder must be commenced by the Buyer within one (1) year after the
cause of action has accrued. The seller’s obligation will be controlled
and limited by the statutes of, and fall under the jurisdiction of the
State of Michigan.
QTC-SALES-001,
Revision 1.0, January 30, 2008 Page: Quotation Appendix I
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