Terms & Conditions of Sale

ENTIRE AGREEMENT

The parties agree there are no understandings, agreements, or representations, express or implied, not specified herein, respecting this offer or sale, and that this instrument contains the entire agreement between Seller and Buyer. No prior waiver, course of prior dealing or usage of the trade shall be relevant to supplement or to explain terms used in this agreement.

 

CONTROLLING TERMS

All sales are expressly limited to, and the rights and liabilities of the parties shall be governed exclusively, y the terms and conditions herein. In the event any purchase order of offer from Buyer states terms additional to or different from those set forth herein, this document shall be deemed a notice of objection to such additional or different terms and a rejection thereof. Any acknowledgement or shipment of product by seller to Buyer subsequent to Seller’s receipt of a purchase order or offer from Buyer shall not be deemed to be an acceptance by Seller of an offer to contract on the basis of any Buyer’s terms and conditions. Receipt and acceptance by Buyer of products shall be conclusive evidence of Buyer’s acceptance of the term and conditions set forth herein as the sole controlling terms and conditions of the contract between Seller and Buyer. Stenographic and clerical errors by Seller are subject to correction.

 

ACCEPTANCE OF ORDERS

Seller possesses the exclusive right to accept or refuse any and all orders. No bid, offer, or quotation shall be valid or binding upon Seller, and no order shall be accepted, and no sale shall be final, until such bid, offer, quotations, order or sale shall be acknowledged in writing by Seller, Minimum order will apply.

 

PRICES

All prices are subject to change without notice and shall be adjusted co the Seller's prices in effect on the date of shipment. Prices reflect standard packaging for domestic shipment only. All prices are in U.S. Dollars.

 

DELIVERY

Delivery dates are estimates and not a guarantee of a particular day of delivery and are based on the prompt receipt of all necessary information from the Buyer. Seller shall not be liable for failure or delay in shipping goods hereunder if such failure or delay is due to an act of God, fire, flood, war, labor difficulties, accident, strikes, lockouts, civil disorders, governmental priorities or embargoes, inability or difficult y in obtaining raw materials or supplies at customary terms and prices or any other causes or failure of presumed conditions of any kind whatsoever which are either beyond the reasonable control of the Seller or which would make impracticable the fulfillment of Seller's obligations hereunder. Buyer shall not refuse to accept deliveries so delayed. Seller shall be compensated for any and all extra costs and expenses occasioned by delays attributable to Buyer.

 

TRANSPORTATION AND RISK OF LOSS

All shipments are freight collect unless eligible for a freight allowance expressly set forth in current price sheets or on the face hereof. Seller reserves the right co select the method and type of transportation. If a method of transportation other than that selected by Seller is requested by Buyer, excess packing, shipping and transportation charges resulting from compliance with Buyers' request shall be for the Buyer's account. All shipments are F.O.B. point of shipment and risk of loss shall pass to Buyer after products are delivered to carrier. Claims for damage or loss in transit must be filed by Buyer against the carrier.

 

CANCELLATION OR MODIFICATION

Buyer may not cancel or modify any order, either in whole or in part, without Seller's prior written consent and then only upon payment to Seller for all applicable costs incurred by Seller, including, without limitation, costs of purchased materials, and a reasonable allowance for profit. Order changes or additions received after original order has been processed will be treated as a new order.

 

TAXES

Any taxes which Seller may be required to pay or collect with respect to the sale, delivery or storage of the products, including taxes upon or measured by the receipts from the sales thereof, shall be for the account of Buyer who shall promptly pay the amount thereof to Seller upon demand, or in lieu thereof, furnish Seller with a tax exemption certificate acceptable to the taxing authorities.

 

WARRANTY AND DISCLAIMER

Seller warrants that its products shall be free from defects in material and work­manship under normal use and service for a period of 12 months from date of shipment. On equipment and materials furnished by Seller but manufactured by others, Buyer shall accept in lieu of any liability or guarantees on the part of Seller, the benefits of guarantees as are obtained by Seller from such manufacturers or vendors. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY , EXPRESS OR IMPLIED. EXCEPT AS IS EXPRESSLY SET FORTH HEREIN. Failure by Buyer to object to or reject products or materials delivered hereunder in writing within 30 days from the date of shipment of the products or materials, shall constitute an acceptance and waiver by Buyer of all claims here­ under on account of alleged errors, shortages, defective workmanship or material, breach of warranty or otherwise, discoverable upon inspection by Buyer.

 

LIMITATION OF LIABILITY

Buyer's exclusive remedy on any claim of any kind for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale or repair or use of any products covered by or furnished under the contract, including but not limited to any claim for breach of warranty, negligence, strict liability or other sort, shall be the repair or replacement F.O.B. Seller's factory, as Seller may elect, of the product or part thereof giving rise to such claim, except that Seller's liability for-such repair or replacement shall in no event exceed the contract price allocable to the products or part thereof which give rise to the claim. SELLER SHALL IN NO EVENT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

 

RETURN OF MATERIAL

Seller's permission must be obtained in writing before any products are returned to it by Buyer. If products arc returned without such permission, Buyer authorizes Seller, in addition to such other remedies as it may have, co hold the returned products at Buyer's sole risk and expense. All returns must be freight prepaid by Buyer. Seller will in no event accept the return of an y product that upon return is in the opinion of Seller altered, damaged, used, or in ocher than first class salable condition. All non-defective material will be subject to a 15% restocking charge.

 

STOPPAGE IN TRANSIT

If Seller determines that Buyer's credit position has changed materially, prior to or during shipment, or at any time before acceptance of the goods by Buyer, then Seller may stop delivery of goods co the carrier or other bailees, or goods in the possession of a carrier or other bailee. Such action by Seller will not constitute a breach of this agreement with any resulting damages to Buyer.

 

PAYMENT

All invoices arc due net 30 days from date of invoice. Payments not made when due shall bear interest at the prime rate plus 2-1/2% per annum or, if lower, the highest rate legally permissible, until paid. Credit balance s will be applied against future purchases only and must be claimed within one year of creation or arc waived.

 

GOVERNING LAW AND ABBITRATION

Any dealings or contract between the parties shall be governed by and construed in accordance with the law of the state of Michigan, excluding its choice of law provisions. Any controversy arising under or in any way related to the subject matter hereof shall be settled by arbitration by a single disinterested arbitrator in Grand Rapids, MI, U.S.A., in accordance with the commercial rules of the American Arbitration Association then obtaining. Each party shall bear its own costs and expenses, including attorneys fees. The fee for the arbitrator shall be shared equally by the parties.