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Terms & Conditions of Sale

Tooling Technology LLC

Terms and Conditions of Sale

  1. Sale and Purchase. These Terms and Conditions of Sale (“Terms and Conditions“) are the only terms which govern the sale of any goods, materials, products or services (the “Products“) by Tooling Technology, LLC (the “Seller”) to the buyer of such Products (the “Customer”). Except to the extent otherwise expressly agreed in writing signed by an authorized officer of Seller, these Terms and Conditions and Seller’s quotation, invoice, proposal and confirmation of sale (each a “Primary Document”) constitute the entire agreement (“Agreement“) between Customer and Seller regarding the sale of Products between them, and these Terms and Conditions supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, whether written or oral, between the parties regarding the sale of the Products.  These Terms and Conditions prevail over any of Customer’s terms and conditions of purchase regardless whether or when Customer has submitted its request for quote, purchase order or its own set of terms and conditions. Transaction-specific terms agreed upon in writing between Seller and Customer regarding quantity, price, shipping and scheduling are also considered part of the Agreement. By the fact of Customer ordering Products from Seller, and/or by its acceptance of Seller’s performance, Customer expressly agrees to and accepts these Terms and Conditions, and agrees that any different or conflicting terms and conditions submitted from Customer to Seller, whether in conjunction with a request for quote, purchase order, confirmation or otherwise, shall not be effective and are deemed a nullity, regardless of when Customer submitted such terms and conditions. Seller’s acceptance of Customer’s purchase orders are expressly conditional on Customer’s assent to these Terms and Conditions.  UNLESS CUSTOMER, IN CONJUNCTION WITH THE SUBMISSION OF A PURCHASE ORDER TO SELLER, SUBMITS A WRITTEN REJECTION OF THESE TERMS AND CONDITIONS SIGNED BY THE PRESIDENT OF CUSTOMER, AND IN RESPONSE AN OFFICER OF SELLER SIGNS A WRITTEN WAIVER OF THESE TERMS AND CONDITIONS, CUSTOMER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS BY THE PRESENTMENT OF A PURCHASE ORDER TO SELLER, NOTWITHSTANDING ANYTHING TO THE CONTRARY. SELLER HEREBY EXPRESSLY REJECTS, OBJECTS TO, AND IS NOT BOUND BY ANY OTHER TERMS AND CONDITIONS FROM CUSTOMER WHICH ATTEMPT TO IMPOSE UPON SELLER ANY TERMS AND CONDITIONS THAT DIFFER FROM SELLER’S TERMS AND CONDITIONS.  Seller rejects all such additional or conflicting terms and conditions submitted by Customer. Seller’s Terms and Conditions shall be deemed to control during the entire period of time in which Seller and Customer discuss and/or transact business. Except as provided for above, SELLER’S PERFORMANCE OR FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY CUSTOMER COMMUNICATION OR DOCUMENT SHALL NOT BE DEEMED TO WAIVE, MODIFY OR AMEND ANY PROVISION HEREIN OR CONSTITUTE SELLER’S ASSENT TO ANY SUCH ADDITIONAL, DIFFERENT AND/OR INCONSISTENT TERMS.
  2. Purchase Price. As consideration for the sale of the Products, Customer shall pay Seller the purchase price identified on the Primary Document (the “Purchase Price”).
  3. Payment of Purchase Price and Other Charges; Credit Terms. Credit terms extended to Customer are at all times subject to the discretion of Seller, and Seller may at any time require payment in full, in advance of or after the sale of the Products. Unless other arrangements are already in place, the Purchase Price and other charges owing Seller under the Agreement shall be payable within 30 days from the date of Seller’s invoice. Amounts owing to Seller but unpaid after the date those amounts were due shall accrue a service charge of 2.5% per month, compounded monthly. Customer shall not withhold payment of any amounts due and payable to Seller, by way of set-off, recoupment, or otherwise.
  4. Delivery and Performance. The delivery of the Products (and performance of services) will be scheduled by mutual agreement between the parties. SELLER SHALL NOT BE LIABLE FOR DELAYS IN DELIVERY OR PERFORMANCE PROVIDED IT IS USING GOOD FAITH EFFORTS TO PERFORM ITS OBLIGATIONS. SELLER ALSO SHALL NOT BE RESPONSIBLE FOR ANY DELAYS IN DELIVERY DUE IN WHOLE OR IN PART TO CIRCUMSTANCES NOT COMPLETELY WITHIN ITS CONTROL. Any claim of shortage must be made to Seller no later than 48 hours after Customer’s receipt of the portion of the Products at issue.
  5. Risk of Loss. Risk of loss for damage to the Products shall pass to Customer FOB Seller ‘s manufacturing or distribution facility.
  6. Taxes. The Purchase Price stated in the Primary Document is exclusive of any sales or other taxes with respect to the purchase of the Products, and Customer shall be solely responsible for payment of all taxes.
  7. Warranty; Warranty Disclaimers. Seller warrants that it will repair or replace, at Seller’s election, any Product that does not conform to the specifications identified on the Primary Document, provided that Seller is notified of the non-conformance no later than ninety (90) days following Customer’s receipt of the Product. Replacement of defective components or repair are the sole remedies for breach of Seller’s warranty. Other than said warranty, the Products are being sold to Customer “as is,” and Seller hereby disclaims any and all express and implied warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
  8. Disclaimer of Consequential Damages; Limitations on Remedies. SELLER HEREBY DISCLAIMS ANY AND ALL CONSEQUENTIAL AND INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME, LOST PROFITS, COVER, RECALL COSTS, LOSS OF GOODWILL, FREIGHT EXPENSES, INDEPENDENT CONTRACTOR EXPENSES, ATTORNEYS’ FEES, LEGAL EXPENSES AND EMPLOYEE WAGES AND BENEFITS. IN NO EVENT SHALL SELLER’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE AGREEMENT, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR ARISING IN TORT OR OTHERWISE, EXCEED THE AMOUNT OF THE PURCHASE PRICE FOR THE PRODUCT TO WHICH THE CLAIM RELATES, OR $500, WHICHEVER IS THE GREATER AMOUNT.
  9. Statute of Limitations. No claim or cause of action may be brought against Seller for breach of the Agreement, breach of warranty, or any claim arising in contract, tort or otherwise, more than one (1) year following accrual of that claim or cause of action.
  10. Default; Remedies; Security Agreement. Customer shall be in default under the Agreement for failure to (i) timely pay the Purchase Price or (ii) to perform any other obligation of Customer under the Agreement, or (iii) if Customer is subject to any bankruptcy or receivership proceeding or makes an assignment for the benefit of creditors. Customer shall also be considered in default under the Agreement in the event Customer is in breach of or in default under any other agreement or contract between Seller and Customer. In the event of default, Seller shall have all rights and remedies available to it at law or in equity. Customer further grants to Seller a purchase money security interest in the Products, in order to secure all obligations of Customer under this Agreement. Customer authorizes Seller to file UCC financing statements reflecting its interest in the Products. In the event Seller takes any action to enforce the Agreement, Customer agrees to immediately reimburse to Seller, on demand, all attorneys’ fees, court costs, and other expenses incurred in connection with such enforcement.
  11. Governing Law, Exclusive Jurisdiction. The Agreement shall be governed by, construed, and enforced in the accordance with the laws of the State of Ohio, without reference to conflict of law principles. Any claim, cause or action, or dispute arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of state courts of competent jurisdiction in Shelby County, Ohio. The parties hereby consent to personal jurisdiction and venue in said courts in accordance with this Section 11, and hereby expressly waive any right to remove jurisdiction to federal court, based on diversity of jurisdiction or otherwise.
  12. No Reliance on Assistance; Modifications and Installation. Any advice or recommendations made to Customer by Seller relating to the Products cannot be relied upon by Customer, and Seller shall not be liable therefor. Customer assumes the risk of acting on any such advice or recommendations. SELLER MAKES NO REPRESENTATION OR WARRANTY: (i) THAT ANY PRODUCT WILL PERFORM IN CONNECTION WITH ANY OTHER PRODUCT, PROCESS OR INSTALLATION NOT SUPPLIED BY SELLER; (ii) AS TO ANY PRODUCT THAT IS DAMAGED, MODIFIED OR IMPROPERLY USED, SERVICED, OR REPAIRED AFTER SHIPMENT BY SELLER; OR (iii) AS TO ANY PRODUCT THAT IS NOT INSTALLED BY A QUALIFIED INSTALLATION EXPERT IN A MANNER CONSISTENT WITH SELLER’S INSTALLATION RECOMMENDATIONS. Customer agrees to indemnify, defend, and hold harmless Seller and its affiliates and their respective members, managers, officers, directors, employees, parents, subsidiaries and agents, from and against all claims, causes of action, damages, losses and costs (including but not limited to attorneys’ fees) arising out of or relating to any matter or circumstance for which Seller is not liable as a result of the application of this Section 12.
  13. No Assignment. Customer may not assign any rights or delegate any duties arising out of or relating to the Agreement without the prior written consent of Seller. Any attempted assignment or delegation without such consent shall be void and of no effect.
  14. No Waiver. No waiver of any breach of the Agreement shall be deemed effective unless in a writing signed by the waiving party. No waiver of one breach shall be deemed a waiver of any other breach, or a waiver of the same breach that continues beyond the agreed-upon waiver period.
  15. Force Majeure.  Seller shall not be liable for failure to perform or delays in performance caused by acts of God, war, armed conflict, acts of terrorism, fire, explosions, floods, strikes, work stoppages, slow-downs, other labor difficulties, shortages or interruptions of power and/or fuel, shortages or interruptions of materials, shortages or interruptions of labor, shortages or interruptions in transportation, traffic, unanticipated and/or significant increases in Seller’s costs, accidents, disasters, catastrophes, customs and border delays, embargoes, economic sanctions compliance, other delays, disease, epidemic, pandemic, compliance with any order or directive of any government agency, official or court, or other event or circumstance beyond Seller’s exclusive and reasonable control. In the event of any of the foregoing, Seller’s performance (i) shall be excused and/or (ii) the time for Seller’s performance shall be extended to such time as may be reasonably necessary to enable Seller to profitably perform.  Seller also may, in the event of such an event, allocate its available supply of Products among itself and its customers as Seller chooses, in its sole and absolute discretion, without penalty.
  16. Confidential Information. All non-public, confidential or proprietary information, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations information, customer lists, pricing, discounts or rebates, disclosed by Seller to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Agreement, is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Customer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section 16. This Section 16 does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
  17. Intellectual Property.  Seller shall retain sole ownership of all right, title, and interest in and to all of its intellectual property, including, without limitation, content and materials on its website, ideas, methods, trademarks, service marks, trade names, symbols, logos, copyrights, patents, trade secrets, and know-how (collectively, the “Intellectual Property”), and no licenses to any Intellectual Property are created hereunder.
  18. Online Publication. Seller’s Terms and Conditions may be published on Seller’s website, and if so published shall be deemed to be incorporated into all documents between Seller and Customer, with or without further notice or reference, including but not limited to all correspondence, offers, quotations, acceptances, purchase orders and invoices.
  19. Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the parties with respect to the matters contemplated therein, and supersedes all prior, contemporaneous and/or inconsistent agreements, understandings, and negotiations in the manner set forth above. The Agreement may be amended or modified only by a writing signed by the General Manager or President of Seller.
GH Tool & Mold

Terms and Conditions of Sale

  1. Acceptance. This order is accepted by the party to whom this purchase order is directed (“Seller”) by promptly mailing to G.H. Tool & Mold, Inc. (“Buyer”) its written acceptance within ten (10) days of the order’s date, or by commencement of performance by Seller. Acceptance is limited to the terms and conditions of this order. This order, with any attachments, constitutes the entire agreement of the parties. No waiver or modification or additions to the terms of this order shall be valid unless in writing and signed by the parties.
  2. Prices. Buyer shall not be billed at prices higher than those stated on the front of this order if prices are so stated. Unless otherwise provided on the face of the Purchase Order to which these terms and conditions are attached, the price stated includes all charges for packing, hauling, storage and transportation to point of delivery and Seller will pay all delivery charges in excess of any delivery charge Buyer has agreed to pay. The price stated includes all taxes except state or local sales or use tax or similar taxes which Seller is required by law to collect from Buyer. Such taxes, if any, shall be separately stated in Seller’s invoice and paid by Buyer unless an exemption is available. Seller agrees that any price reduction made with respect to the items covered by this order subsequent to its placement but prior to payment will be applicable to this order.
  3. Delivery. Substitutions will not be accepted without the written approval of Buyer. The order must be shipped complete by date requested. When more than one shipment is made against any order, indicate “Final Shipping” on shipping papers and invoice accompanying the last shipment in the order. Seller shall not ship excess quantities without Buyer’s prior approval. Except as otherwise provided herein, Buyer shall not be obligated to accept untimely, excess or under shipments and such shipments in whole or in part may, at Buyer’s option, be returned to Seller, or held for disposition at Seller’s expense and risk. The invoice shall describe the items and state the purchase order number.
  4. Warranties. Seller warrants that the items and services covered hereunder will conform to applicable specifications, instructions, drawings, data and samples will be merchantable, of good material and workmanship, free from defects and will be fit and sufficient for the purpose intended. These warranties shall be in addition to all other warranties, express, implied or statutory. Payment for, inspection of, or receipt of articles or services shall not constitute a waiver of any breach of warranty.
  5. Inspection and Tests. All goods ordered hereunder will be subject to inspection and test by Buyer to the extent practicable at all times and places, including the period of manufacture and in any event prior to acceptance. Seller agrees to permit reasonable access to Seller’s facilities at all reasonable times and after advance reasonable notice for inspection of goods by Buyer’s agents or employees and will provide all tools, facilities and assistance reasonably necessary for such inspection at no additional cost to Buyer. Such goods will be subject to final inspection and acceptance by Buyer after delivery to Buyer. It is expressly agreed that inspections and/or payments prior to delivery will not constitute final acceptance. If the goods delivered do not meet the specifications or otherwise do not conform with the requirements of this order, Buyer shall have the right to reject such goods. Goods which have been delivered and rejected in whole or in part may, at Buyer’s option, be returned to Seller or held for disposition at Seller’s risk and expense.
  6. Buyer’s Property. Title to and the right of immediate possession of any property, including without limitation, patterns, tools, jigs, dies, equipment or material furnished or paid for by Buyer shall remain in Buyer. No articles made therefrom shall be furnished by Seller to any other party without Buyer’s prior written consent. Seller shall keep adequate records of such property which shall be made available to Buyer upon request, and shall store, protect, preserve, repair and maintain such property in accordance with sound industrial practice, all at Seller’s expense. Unless otherwise agreed to by Buyer, Seller shall insure Buyer’s interest in such property against loss or damage by reason of fire (including extended coverage), riot or civil commotion. Copies of certificates of such insurance will be furnished to Buyer on demand.In the event that Buyer’s property becomes lost or damaged to any extent from any cause while in Seller’s possession, Seller agrees to indemnify Buyer or replace such property, at Seller’s expense, in accordance with Buyer’s request. At the completion of the goods requested by Buyer in this order for which Buyer’s property was required, Seller shall request disposition instructions for all such property, or the remainder thereof, whether in its original form or in semi-processed form. Seller agrees to make such property available to Buyer at Buyer’s request, in the manner requested by Buyer including reparation, packing and shipping as directed. Expenses for preparation for shipment will be for Seller’s account and shipment shall be made F.O.B. Seller’s plant.
  7. Drawings and Specification Review. If during the term of this order, Buyer’s representatives review drawings, specifications, or other data developed by Seller in connection with the order and make suggestions or comments or approve such documents and data, such action is only an expression of opinion by Buyer and shall not serve to relieve Seller of any responsibility for the reliability, quality, rate of output, cost, delivery, performance or any other requirements of this order.
  8. Drawings and Data. Seller shall keep confidential all information, drawings, specifications, or data furnished by Buyer, or prepared by Seller specifically in connection with the performance of this order, and shall not divulge or use such information, drawings, specifications or data for the benefit of any other party. Except as required for the efficient performance of this order, Seller shall not make copies or permit copies to be made without the prior written consent of Buyer. Seller shall not use, either directly or indirectly, any such data or any information derived therefrom for any purpose other than to perform this order without obtaining Buyer’s written consent.
  9. Use of Information. Seller agrees that all information heretofore or hereafter furnished or disclosed to Buyer by Seller in connection with the placing or filling of this order is furnished or disclosed as a part of the consideration for this order, that such information is not, unless otherwise agreed to by Buyer in writing to be treated as confidential or proprietary, and that Seller shall assert no claims (other than for patent infringement) by reason of the use or disclosure of such information by Buyer, its assigns or its customers.
  10. Tooling. Unless otherwise specified in this order, all tooling and/or all other articles required for the performance hereof shall be furnished by Seller shall be maintained in good condition and replaced when necessary at Seller’s expense.
  11. Termination. Buyer may terminate the performance of the work under this order in whole at any time, or from time to time in part, by written notice to Seller. Upon receipt of such notice, Seller shall, unless the notice directs otherwise, immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with the performance of this order and shall proceed to cancel promptly all existing orders and terminate all subcontracts insofar as such orders or subcontracts are chargeable to this order. Upon the termination of work under this order, full and complete settlement of all claims of Seller with respect to the terminated work shall be made as follows: (i) as compensation to Seller for such termination, unless such termination is for the default of Seller, Buyer shall pay Seller the percentage of the total order price corresponding to the proportion of the amount of work completed on the date of termination to the total work to be done as Seller’s full compensation for the work completed under this order; and (ii) upon Buyer’s payment to Seller in accordance with this paragraph, title to all equipment, materials, work-in-progress, finished products, plans, drawings, specifications, information, special tooling and other things for which Seller has paid shall vest in Buyer.Nothing contained in this paragraph shall be construed to limit or affect any remedies which Buyer may have as a result of a default by Seller.
  1. Default – Cancellation. Buyer reserves the right, by written notice of default, to cancel this order, without liability to Buyer, in the event of the happening of any of the following: insolvency of Seller, the filing of a voluntary petition in bankruptcy by Seller, the filing of an involuntary petition to have Seller declared bankrupt, the appointment of a Receiver or Trustee for Seller, or the execution by Seller of an assignment for the benefit of creditors. If Seller fails to perform as specified herein, or if Seller breaches any of the terms hereof, Buyer reserves the right, without any liability to Buyer, upon giving Seller written notice, to (i) cancel this order in whole or in part, by written notice to Seller and Seller shall be liable to Buyer for all damages, losses and liability incurred by Buyer directly or indirectly resulting from Seller’s breach, or (ii) obtain the goods ordered herein from another source with any excess cost resulting therefrom, chargeable to Seller, if such deficiencies are not remedied. The remedies herein provided shall be cumulative and in addition to any other remedies provided at law or in equity.
  2. Force Majeure. Neither Buyer or Seller shall be liable for defaults or delays due to Acts of God or the public enemy, acts or demands of any Government or any Governmental agency, strikes, fires, floods, accidents, or other unforeseeable causes beyond its control and not due to its fault or negligence. Each party shall notify the other in writing of the cause of such delay within five (5) days after the beginning thereof.
  3. Compliance with Laws. Seller agrees to fully observe and comply with all applicable federal, state and local laws, rules, regulations and orders pertaining to the production and sale of the goods ordered, and, upon request Seller shall furnish Buyer certificates of compliance with such laws, rules, regulations and orders.
  4. Government Contracts. If it is indicated on the face hereof or Seller is otherwise informed that this order is placed, directly or indirectly, under a contract of the U.S. Government or any State or other governmental authority, then all terms and conditions required by law, regulation or by the Government Contract with respect to this order are incorporated herein by reference. To the extent that the terms and conditions of this order are inconsistent with any such required terms and conditions, then the required terms and conditions shall prevail and be binding on both Buyer and Seller.Seller agrees, upon request, to furnish Buyer with a certificate or certificates in such form as Buyer may require certifying that Seller is in compliance with all such terms and conditions as well as any applicable law or regulation. The Equal Opportunity Clause in Section 202 Executive Order No. 1246, amended, relative to Equal Employment Opportunity, and the implementing rules and regulations of the Office of Federal Contract Compliance, and Section 503 of the Rehabilitation Act, are incorporated herein by specific references.
  5. Product Safety and Indemnification. Seller agrees to provide Material Safety Data Sheets with the shipment of all goods for which same are required and to indemnify and hold harmless Buyer, its successors and assigns, customers and users of its products against all suits at law or in equity and from all damages, claims and demands arising out of the death or injury, to any person or damage to any property alleged to have resulted from the goods hereby ordered, and, upon the tendering of any suit or claim to Seller, to defend the same at Seller’s expense as to all costs, fees and damages. The foregoing indemnification shall apply whether Seller or Buyer defends such suit or claims and whether the death, injury or property damage is caused by the sole or concurrent negligence of Seller or otherwise.
  6. Patent Indemnification. Unless Buyer has designed, or provided the design for, the applicable purchased item, Seller shall indemnify and save harmless Buyer, its successors, assigns, customers or users of its products, from and against all loss, liability and damage, including costs and expenses, resulting from any claim that the manufacture, use, sale or resale of any goods supplied under this order infringe any patent or patent rights, and Seller shall when notified, defend any action or claim of such infringement at its own expense.
  7. Assignment. Neither this order nor any rights or obligations herein may be assigned by Seller nor may Seller delegate the performance of any of its duties hereunder without, in either case, Buyer’s prior written consent.
  8. Disputes, Binding Arbitration and Applicable Law. In the event of any dispute which cannot be resolved by negotiation between the parties related to the interpretation of the Purchase Order of which these terms and conditions of purchase are a part or the enforcement of any provisions of the agreement for purchase and sale of the products or services which are ordered by Buyer pursuant to this Purchase Order, such dispute shall, at the written request of either party, be submitted to binding arbitration pursuant to the commercial arbitration rules and procedures of the American Arbitration Association before a single arbitrator within Franklin or St. Louis Counties, Missouri. Seller shall reimburse Buyer’s reasonable legal fees and expenses if Buyer prevails in such proceeding. The validity, interpretation and performance of these terms and conditions and the agreement of purchase and sale initiated by the Purchase Order to which these terms and conditions are attached shall be governed by the laws of the state of Missouri.
  9. Suppliers of purchased parts, raw materials, and out-side processing, are required to notify buyer in the event of the following:

    A. Buyer shall be notified by the Supplier of any known nonconformance to workmanship or material in connection with parts or materials supplied, that does not meet engineering drawing or documents detailing materials supplied to buyer under contract or Purchase Order.

    B. In the event that nonconforming materials are present, and the materials are deemed acceptable or useable by the Supplier, it is still the responsibility of the Supplier to inform Buyer so that a determination can be made for the use of said materials by Buyer.

    C. Any changes to materials or workmanship made after the time of the original purchase order shall be reported to Buyer for approval prior to acceptance.

    D. Buyer requires that supplier facilities be open for auditing and inspection of materials, processes, and records; including certificates of conformance, connected with products supplied to Buyer.

    E. Buyer requires that all Suppliers require all Sub-tier Suppliers to meet the same requirements above. All Sub-tier Suppliers must be approved by Buyer via written consent.

    F. Where a certificate of conformance is required by Buyer for materials or special processes; the Supplier shall retain all test data and a record of the source of certificate of conformance data on file for review by Buyer, not less than seven years. All records shall be readily accessible to Buyer upon request.

  10. AS9100 Supplier Flowdown Requirements. For Suppliers providing parts, materials or services to meet AS9100 requirements, see Supplier Flowdown Requirements MGMT-C-0786-1.
CENTURY TOOL & GAGE

Terms and Conditions of Sale

  1. Sale and Purchase. These Terms and Conditions of Sale (“Terms and Conditions”) are the only terms which govern the sale of any goods, materials, products or services (the “Products”) by Century Tool & Gage, LLC (the “Seller”) to the buyer of such Products (the “Customer”). Except to the extent otherwise expressly agreed in writing signed by an authorized officer of Seller, these Terms and Conditions and Seller’s quotation, proposal, order acknowledgment (confirmation of sale), invoice and final packing list, constitute the entire agreement (“Agreement”) between Customer and Seller regarding the sale of Products between them, and these Terms and Conditions supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, whether written or oral, between the parties regarding the sale of the Products. These Terms and Conditions prevail over any of Customer’s terms and conditions of purchase regardless whether or when Customer has submitted its request for quote, purchase order or its own set of terms and conditions. Transaction-specific terms agreed upon in writing between Seller and Customer regarding quantity, price, shipping and scheduling are also considered part of the Agreement. By the fact of Customer ordering Products from Seller, and/or by its acceptance of Seller’s performance, Customer expressly agrees to and accepts these Terms and Conditions, and agrees that any different or conflicting terms and conditions submitted from Customer to Seller, whether in conjunction with a request for quote, purchase order, confirmation or otherwise, shall not be effective and are deemed a nullity, regardless of when Customer submitted such terms and conditions. Seller’s acceptance of Customer’s purchase orders are expressly conditional on Customer’s assent to these Terms and Conditions. UNLESS CUSTOMER, IN CONJUNCTION WITH THE SUBMISSION OF A PURCHASE ORDER TO SELLER, SUBMITS A WRITTEN REJECTION OF THESE TERMS AND CONDITIONS SIGNED BY THE PRESIDENT OF CUSTOMER, AND IN RESPONSE AN OFFICER OF SELLER SIGNS A WRITTEN WAIVER OF THESE TERMS AND CONDITIONS, CUSTOMER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS BY THE PRESENTMENT OF A PURCHASE ORDER TO SELLER, NOTWITHSTANDING ANYTHING TO THE CONTRARY. SELLER HEREBY EXPRESSLY REJECTS, OBJECTS TO, AND IS NOT BOUND BY ANY OTHER TERMS AND CONDITIONS FROM CUSTOMER WHICH ATTEMPT TO IMPOSE UPON SELLER ANY TERMS AND CONDITIONS THAT DIFFER FROM SELLER’S TERMS AND CONDITIONS. Seller rejects all such additional or conflicting terms and conditions submitted by Customer. Seller’s Terms and Conditions shall be deemed to control during the entire period of time in which Seller and Customer discuss and/or transact business. Except as provided for above, SELLER’S PERFORMANCE OR FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY CUSTOMER COMMUNICATION OR DOCUMENT SHALL NOT BE DEEMED TO WAIVE, MODIFY OR AMEND ANY PROVISION HEREIN OR CONSTITUTE SELLER’S ASSENT TO ANY SUCH ADDITIONAL, DIFFERENT AND/OR INCONSISTENT TERMS SUBMITTED BY CUSTOMER.
  2. Purchase Price. As consideration for the sale of the Products, Customer shall pay Seller the purchase price identified on the Primary Document (the “Purchase Price”).
  3. Payment of Purchase Price and Other Charges; Credit Terms. Credit terms extended to Customer are at all times subject to the discretion of Seller, and Seller may at any time require payment in full, in advance of or after the sale of the Products. Unless other arrangements are already in place, the Purchase Price and other charges owing Seller under the Agreement shall be payable within 30 days from the date of Seller’s invoice. Amounts owing to Seller but unpaid after the date those amounts were
  4. Delivery and Performance. The delivery of the Products (and performance of services) will be scheduled by mutual agreement between the parties. SELLER SHALL NOT BE LIABLE FOR DELAYS IN DELIVERY OR PERFORMANCE PROVIDED IT IS USING GOOD FAITH EFFORTS TO PERFORM ITS OBLIGATIONS. SELLER ALSO SHALL NOT BE RESPONSIBLE FOR ANY DELAYS IN DELIVERY DUE IN WHOLE OR IN PART TO CIRCUMSTANCES NOT COMPLETELY WITHIN ITS CONTROL. Any claim of shortage must be made to Seller no later than 48 hours after Customer’s receipt of the portion of the Products at issue.
  5. Risk of Loss. Risk of loss for damage to the Products shall pass to Customer FOB Seller ‘s manufacturing or distribution facility.
  6. Taxes. The Purchase Price stated in the Primary Document is exclusive of any sales or other taxes with respect to the purchase of the Products, and Customer shall be solely responsible for payment of all taxes.
  7. Warranty Disclaimers. SELLER WARRANTS THAT IT WILL REPAIR OR REPLACE, AT SELLER’S ELECTION, ANY PRODUCT THAT DOES NOT CONFORM TO THE SPECIFICATIONS IDENTIFIED ON THE PRIMARY DOCUMENT, FOR A PERIOD OF TWELVE (12) MONTHS FROM CUSTOMER’S RECEIPT OF THE PRODUCT, UNLESS A DIFFERENT WARRANTY PERIOD IS STATED IN SELLER’S ORDER ACKNOWLEDGEMENT FORM. REPLACEMENT OR REPAIR ARE THE SOLE REMEDIES FOR BREACH OF SELLER’S WARRANTY. OTHER THAN SAID WARRANTY, THE PRODUCTS ARE BEING SOLD TO CUSTOMER “AS IS,” AND SELLER HEREBY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In the event that Customer, without the express written consent of Seller, repairs, attempts to repair or hires a third party to repair the Products during the warranty period, Seller’s warranty shall be null and void.
  8. Disclaimer of Consequential Damages; Limitations on Remedies. SELLER HEREBY DISCLAIMS ANY AND ALL CONSEQUENTIAL AND INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME, LOST PROFITS, COVER, RECALL COSTS, LOSS OF GOODWILL, FREIGHT EXPENSES, INDEPENDENT CONTRACTOR EXPENSES, ATTORNEYS’ FEES, LEGAL EXPENSES AND EMPLOYEE WAGES AND BENEFITS. IN NO EVENT SHALL SELLER’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE AGREEMENT, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR ARISING IN TORT OR OTHERWISE, EXCEED THE AMOUNT OF THE PURCHASE PRICE FOR THE PRODUCT TO WHICH THE CLAIM RELATES, OR $500, WHICHEVER IS THE GREATER AMOUNT.
  9. Statute of Limitations. No claim or cause of action may be brought against Seller for breach of the Agreement, breach of warranty, or any claim arising in contract, tort or otherwise, more than one (1) year following accrual of that claim or cause of action.
  10. Default; Remedies; Security Agreement. Customer shall be in default under the Agreement for failure to (i) timely pay the Purchase Price or (ii) to perform any other obligation of Customer under the Agreement, or (iii) if Customer is subject to any bankruptcy or receivership proceeding or makes an assignment for the benefit of creditors. Customer shall also be considered in default under the Agreement in the event Customer is in breach of or in default under any other agreement or contract between Seller and Customer. In the event of default, Seller shall have all rights and remedies available to it at law or in equity. Customer further grants to Seller a purchase money security interest in the Products, in order to secure all obligations of Customer under this Agreement. Customer authorizes Seller to file UCC financing statements reflecting its interest in the Products. In the event Seller takes any action to enforce the Agreement, Customer agrees to immediately reimburse to Seller, on demand, all attorneys’ fees, court costs, and other expenses incurred in connection with such enforcement.
  11. Governing Law, Exclusive Jurisdiction. The Agreement shall be governed by, construed, and enforced in the accordance with the laws of the State of Michigan, without reference to conflict of law principles. Any claim, cause or action, or dispute arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of a state courts of competent jurisdiction in Genesee County, Michigan, or the U.S. District Court for the Eastern District of Michigan. The parties hereby consent to personal jurisdiction and venue in said courts in accordance with this Section 11.
  12. No Reliance on Assistance; Modifications and Installation. Any advice or recommendations made to Customer by Seller relating to the Products cannot be relied upon by Customer, and Seller shall not be liable therefor. Customer assumes the risk of acting on any such advice or recommendations. SELLER MAKES NO REPRESENTATION OR WARRANTY: (i) THAT ANY PRODUCT WILL PERFORM IN CONNECTION WITH ANY OTHER PRODUCT, PROCESS OR INSTALLATION NOT SUPPLIED BY SELLER; (ii) AS TO ANY PRODUCT THAT IS DAMAGED, MODIFIED OR IMPROPERLY USED AFTER SHIPMENT BY SELLER; OR (iii) AS TO ANY PRODUCT THAT IS NOT INSTALLED BY A QUALIFIED INSTALLATION EXPERT IN A MANNER CONSISTENT WITH SELLER’S INSTALLATION RECOMMENDATIONS. Customer agrees to indemnify, defend, and hold harmless Seller and its affiliates and their respective members, managers, officers, directors, employees, parents, subsidiaries and agents, from and against all claims, causes of action, damages, losses and costs (including but not limited to attorneys’ fees) arising out of or relating to any matter or circumstance for which Seller is not liable as a result of the application of this Section 12.
  13. No Assignment. Customer may not assign any rights or delegate any duties arising out of or relating to the Agreement without the prior written consent of Seller. Any attempted assignment or delegation without such consent shall be void and of no effect.
  14. No Waiver. No waiver of any breach of the Agreement shall be deemed effective unless in a writing signed by the waiving party. No waiver of one breach shall be deemed a waiver of any other breach, or a waiver of the same breach that continues beyond the agreed-upon waiver period.
  15. Force Majeure. Seller shall not be liable for failure to perform or delays in performance caused by acts of God, war, armed conflict, acts of terrorism, fire, explosions, floods, strikes, work stoppages, slow-downs, other labor difficulties, shortages or interruptions of power and/or fuel, shortages or interruptions of materials, shortages or interruptions of labor, shortages or interruptions in transportation, traffic, unanticipated and/or significant increases in Seller’s costs, accidents, disasters, catastrophes, customs and border delays, embargoes, economic sanctions compliance, other delays, disease, epidemic, pandemic, compliance with any order or directive of any government agency, official or court, or other event or circumstance beyond Seller’s exclusive and reasonable control. In the event of any of the foregoing, Seller’s performance (i) shall be excused and/or (ii) the time for Seller’s performance shall be extended to such time as may be reasonably necessary to enable Seller to profitably perform. Seller also may, in the event of such an event, allocate its available supply of Products among itself and its customers as Seller chooses, in its sole and absolute discretion, without penalty.
  16. Online Publication Seller’s Terms and Conditions may be published on Seller’s website, and if so published shall be deemed to be incorporated into all documents between Seller and Customer, with or without further notice or reference, including but not limited to all correspondence, requests for quote, offers, quotations, acceptances, purchase orders, order acknowledgement forms (confirmation of sale), invoices and packing lists.
  17. Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the parties with respect to the matters contemplated therein, and supersedes all prior, contemporaneous and/or inconsistent agreements, understandings, and negotiations in the manner set forth above. The Agreement may be amended or modified only by a writing signed by the General Manager or President of Seller.
DIE CAD GROUP, LLC

Terms and Conditions of Sale

  1. Sale and Purchase. These Terms and Conditions of Sale (“Terms and Conditions”) are the only terms which govern the sale of any goods, materials, products or services (the “Products”) by Die Cad Group, LLC (the “Seller”) to the buyer of such Products (the “Customer”). Except to the extent otherwise expressly agreed in writing signed by an authorized officer of Seller, these Terms and Conditions and Seller’s quotation, invoice, proposal and confirmation of sale, constitute the entire agreement (“Agreement”) between Customer and Seller regarding the sale of Products between them, and these Terms and Conditions supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, whether written or oral, between the parties regarding the sale of the Products. These Terms and Conditions prevail over any of Customer’s terms and conditions of purchase regardless whether or when Customer has submitted its request for quote, purchase order or its own set of terms and conditions. Transaction-specific terms agreed upon in writing between Seller and Customer regarding quantity, price, shipping and scheduling are also considered part of the Agreement. By the fact of Customer ordering Products from Seller, and/or by its acceptance of Seller’s performance, Customer expressly agrees to and accepts these Terms and Conditions, and agrees that any different or conflicting terms and conditions submitted from Customer to Seller, whether in conjunction with a request for quote, purchase order, confirmation or otherwise, shall not be effective and are deemed a nullity, regardless of when Customer submitted such terms and conditions. Seller’s acceptance of Customer’s purchase orders are expressly conditional on Customer’s assent to these Terms and Conditions. UNLESS CUSTOMER, IN CONJUNCTION WITH THE SUBMISSION OF A PURCHASE ORDER TO SELLER, SUBMITS A WRITTEN REJECTION OF THESE TERMS AND CONDITIONS SIGNED BY THE PRESIDENT OF CUSTOMER, AND IN RESPONSE AN OFFICER OF SELLER SIGNS A WRITTEN WAIVER OF THESE TERMS AND CONDITIONS, CUSTOMER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS BY THE PRESENTMENT OF A PURCHASE ORDER TO SELLER, NOTWITHSTANDING ANYTHING TO THE CONTRARY. SELLER HEREBY EXPRESSLY REJECTS, OBJECTS TO, AND IS NOT BOUND BY ANY OTHER TERMS AND CONDITIONS FROM CUSTOMER WHICH ATTEMPT TO IMPOSE UPON SELLER ANY TERMS AND CONDITIONS THAT DIFFER FROM SELLER’S TERMS AND CONDITIONS. Seller rejects all such additional or conflicting terms and conditions submitted by Customer. Seller’s Terms and Conditions shall be deemed to control during the entire period of time in which Seller and Customer discuss and/or transact business. Except as provided for above, SELLER’S PERFORMANCE OR FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY CUSTOMER COMMUNICATION OR DOCUMENT SHALL NOT BE DEEMED TO WAIVE, MODIFY OR AMEND ANY PROVISION HEREIN OR CONSTITUTE SELLER’S ASSENT TO ANY SUCH ADDITIONAL, DIFFERENT AND/OR INCONSISTENT TERMS.
  2. Purchase Price. AAs consideration for the sale of the Products, Customer shall pay Seller the purchase price identified on the Primary Document (the “Purchase Price”).
  3. Payment of Purchase Price and Other Charges; Credit Terms. Credit terms extended to Customer are at all times subject to the discretion of Seller, and Seller may at any time require payment in full, in advance of or after the sale of the Products. Unless other arrangements are already in place, the Purchase Price and other charges owing Seller under the Agreement shall be payable within 30 days from the date of Seller’s invoice. Amounts owing to Seller but unpaid after the date those amounts were due shall accrue a service charge of 2.5% per month, compounded monthly.
  4. Delivery and Performance. The delivery of the Products (and performance of services) will be scheduled by mutual agreement between the parties. SELLER SHALL NOT BE LIABLE FOR DELAYS IN DELIVERY OR PERFORMANCE PROVIDED IT IS USING GOOD FAITH EFFORTS TO PERFORM ITS OBLIGATIONS. SELLER ALSO SHALL NOT BE RESPONSIBLE FOR ANY DELAYS IN DELIVERY DUE IN WHOLE OR IN PART TO CIRCUMSTANCES NOT COMPLETELY WITHIN ITS CONTROL. Any claim of shortage must be made to Seller no later than 48 hours after Customer’s receipt of the portion of the Products at issue.
  5. Warranty Disclaimers. SELLER WARRANTS THAT IT WILL REPAIR OR REPLACE, AT SELLER’S ELECTION, ANY PRODUCT THAT DOES NOT CONFORM TO THE SPECIFICATIONS IDENTIFIED ON THE PRIMARY DOCUMENT, PROVIDED THAT SELLER IS NOTIFIED OF A BREACH NO LATER THAN NINETY (90) DAYS FOLLOWING CUSTOMER’S RECEIPT OF THE PRODUCT. REPLACEMENT OR REPAIR ARE THE SOLE REMEDIES FOR BREACH OF SELLER’S WARRANTY. OTHER THAN SAID WARRANTY, THE PRODUCTS ARE BEING SOLD TO CUSTOMER “AS IS,” AND SELLER HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    Disclaimer of Consequential Damages; Limitations on Remedies. SELLER HEREBY DISCLAIMS ANY AND ALL CONSEQUENTIAL AND INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME, LOST PROFITS, COVER, RECALL COSTS, LOSS OF GOODWILL, FREIGHT EXPENSES, INDEPENDENT CONTRACTOR EXPENSES, ATTORNEYS’ FEES, LEGAL EXPENSES AND EMPLOYEE WAGES AND BENEFITS. IN NO EVENT SHALL SELLER’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE AGREEMENT, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR ARISING IN TORT OR OTHERWISE, EXCEED THE AMOUNT OF THE PURCHASE PRICE FOR THE PRODUCT TO WHICH THE CLAIM RELATES, OR $500, WHICHEVER IS THE GREATER AMOUNT.

  6. Statute of Limitations. No claim or cause of action may be brought against Seller for breach of the Agreement, breach of warranty, or any claim arising in contract, tort or otherwise, more than one (1) year following accrual of that claim or cause of action.
  7. Default; Remedies; Security Agreement. Customer shall be in default under the Agreement for failure to (i) timely pay the Purchase Price or (ii) to perform any other obligation of Customer under the Agreement, or (iii) if Customer is subject to any bankruptcy or receivership proceeding or makes an assignment for the benefit of creditors. Customer shall also be considered in default under the Agreement in the event Customer is in breach of or in default under any other agreement or contract between Seller and Customer. In the event of default, Seller shall have all rights and remedies available to it at law or in equity. Customer further grants to Seller a purchase money security interest in the Products, in order to secure all obligations of Customer under this Agreement. Customer authorizes Seller to file UCC financing statements reflecting its interest in the Products. In the event Seller takes any action to enforce the Agreement, Customer agrees to immediately reimburse to Seller, on demand, all attorneys’ fees, court costs, and other expenses incurred in connection with such enforcement.
  8. Governing Law, Exclusive Jurisdiction. The Agreement shall be governed by, construed, and enforced in the accordance with the laws of the State of Michigan, without reference to conflict of law principles. Any claim, cause or action, or dispute arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of a state courts of competent jurisdiction in Kent County, Michigan, or the U.S. District Court for the Western District of Michigan. The parties hereby consent to personal jurisdiction and venue in said courts in accordance with this Section 11.
  9. No Reliance on Assistance; Modifications and Installation. Any advice or recommendations made to Customer by Seller relating to the Products cannot be relied upon by Customer, and Seller shall not be liable therefor. Customer assumes the risk of acting on any such advice or recommendations. SELLER MAKES NO REPRESENTATION OR WARRANTY: (i) THAT ANY PRODUCT WILL PERFORM IN CONNECTION WITH ANY OTHER PRODUCT, PROCESS OR INSTALLATION NOT SUPPLIED BY SELLER; (ii) AS TO ANY PRODUCT THAT IS DAMAGED, MODIFIED OR IMPROPERLY USED AFTER SHIPMENT BY SELLER; OR (iii) AS TO ANY PRODUCT THAT IS NOT INSTALLED BY A QUALIFIED INSTALLATION EXPERT IN A MANNER CONSISTENT WITH SELLER’S INSTALLATION RECOMMENDATIONS. Customer agrees to indemnify, defend, and hold harmless Seller and its affiliates and their respective members, managers, officers, directors, employees, parents, subsidiaries and agents, from and against all claims, causes of action, damages, losses and costs (including but not limited to attorneys’ fees) arising out of or relating to any matter or circumstance for which Seller is not liable as a result of the application of this Section 12.
  10. No Assignment. Customer may not assign any rights or delegate any duties arising out of or relating to the Agreement without the prior written consent of Seller. Any attempted assignment or delegation without such consent shall be void and of no effect.
  11. No Waiver. No waiver of any breach of the Agreement shall be deemed effective unless in a writing signed by the waiving party. No waiver of one breach shall be deemed a waiver of any other breach, or a waiver of the same breach that continues beyond the agreed-upon waiver period.
  12. Force Majeure. Seller shall not be liable for failure to perform or delays in performance caused by acts of God, war, armed conflict, acts of terrorism, fire, explosions, floods, strikes, work stoppages, slow-downs, other labor difficulties, shortages or interruptions of power and/or fuel, shortages or interruptions of materials, shortages or interruptions of labor, shortages or interruptions in transportation, traffic, unanticipated and/or significant increases in Seller’s costs, accidents, disasters, catastrophes, customs and border delays, embargoes, economic sanctions compliance, other delays, disease, epidemic, pandemic, compliance with any order or directive of any government agency, official or court, or other event or circumstance beyond Seller’s exclusive and reasonable control. In the event of any of the foregoing, Seller’s performance (i) shall be excused and/or (ii) the time for Seller’s performance shall be extended to such time as may be reasonably necessary to enable Seller to profitably perform. Seller also may, in the event of such an event, allocate its available supply of Products among itself and its customers as Seller chooses, in its sole and absolute discretion, without penalty.
  13. Online Publication. Seller’s Terms and Conditions may be published on Seller’s website, and if so published shall be deemed to be incorporated into all documents between Seller and Customer, with or without further notice or reference, including but not limited to all correspondence, offers, quotations, acceptances, purchase orders and invoices.
  14. Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the parties with respect to the matters contemplated therein, and supersedes all prior, contemporaneous and/or inconsistent agreements, understandings, and negotiations in the manner set forth above. The Agreement may be amended or modified only by a writing signed by the General Manager or President of Seller.
CENTURY AUTOMATION, LLC

Terms and Conditions of Sale

  1. Sale and Purchase. These Terms and Conditions of Sale (“Terms and Conditions”) are the only terms which govern the sale of any goods, materials, products, or services (the “Products”) by Century Automation, LLC (the “Seller”) to the buyer of such Products (the “Customer”). Except to the extent otherwise expressly agreed in writing signed by an authorized officer of Seller, these Terms and Conditions and Seller’s quotation, invoice, proposal and confirmation of sale, constitute the entire agreement (“Agreement”) between Customer and Seller regarding the sale of Products between them, and these Terms and Conditions supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, whether written or oral, between the parties regarding the sale of the Products.  These Terms and Conditions prevail over any Customer’s terms and conditions of purchase regardless of whether or when Customer has submitted its request for quote, purchase order or its own set of terms and conditions. Transaction-specific terms agreed upon in writing between Seller and Customer regarding quantity, price, shipping, and scheduling are also considered part of the Agreement. By the fact of Customer ordering Products from Seller, and/or by its acceptance of Seller’s performance, Customer expressly agrees to and accepts these Terms and Conditions and agrees that any different or conflicting terms and conditions submitted from Customer to Seller, whether in conjunction with a request for quote, purchase order, confirmation or otherwise, shall not be effective and are deemed a nullity, regardless of when Customer submitted such terms and conditions. Seller’s acceptance of Customer’s purchase orders is expressly conditional on Customer’s assent to these Terms and Conditions.  UNLESS CUSTOMER, IN CONJUNCTION WITH THE SUBMISSION OF A PURCHASE ORDER TO SELLER, SUBMITS A WRITTEN REJECTION OF THESE TERMS AND CONDITIONS SIGNED BY THE PRESIDENT OF CUSTOMER, AND IN RESPONSE AN OFFICER OF SELLER SIGNS A WRITTEN WAIVER OF THESE TERMS AND CONDITIONS, CUSTOMER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS BY THE PRESENTMENT OF A PURCHASE ORDER TO SELLER, NOTWITHSTANDING ANYTHING TO THE CONTRARY. SELLER HEREBY EXPRESSLY REJECTS, OBJECTS TO, AND IS NOT BOUND BY ANY OTHER TERMS AND CONDITIONS FROM CUSTOMER WHICH ATTEMPT TO IMPOSE UPON SELLER ANY TERMS AND CONDITIONS THAT DIFFER FROM SELLER’S TERMS AND CONDITIONS.  Seller rejects all such additional or conflicting terms and conditions submitted by Customer. Seller’s Terms and Conditions shall be deemed to control during the entire period in which Seller and Customer discuss and/or transact business. Except as provided for above, SELLER’S PERFORMANCE OR FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY CUSTOMER COMMUNICATION OR DOCUMENT SHALL NOT BE DEEMED TO WAIVE, MODIFY OR AMEND ANY PROVISION HEREIN OR CONSTITUTE SELLER’S ASSENT TO ANY SUCH ADDITIONAL, DIFFERENT AND/OR INCONSISTENT TERMS.
  2. Purchase Price. As consideration for the sale of the Products, Customer shall pay Seller the purchase price identified on the Proposal Document (the “Purchase Price”). This Purchase Price is valid for 30-days from the date of submission to Customer.  After 30-days the Purchase Price is subject to change based on market conditions.
  3. Scope of Contract. The parties hereto intend that this proposal, when accepted by Century Automation, shall constitute the final, complete, and exclusive statement of the terms and conditions of the contract for the sale of the equipment, and that said contract may not be modified or amended except by a writing signed by both Century Automation and Customer.
  4. Proposal Confidentiality. Unless otherwise agreed to in writing, all concepts and information contained within this proposal are to remain confidential and not to be shared with 3rd
  5. Payment of Purchase Price and Other Charges; Credit Terms. Credit terms extended to Customer are always subject to the discretion of Seller. The Purchase Price and other charges owing Seller under the Agreement shall be payable within Net number of days in the Sellers proposal from the date of Seller’s Amounts owing to Seller but unpaid after the date those amounts were due shall accrue a service charge of 1.5% per month, compounded monthly.
  6. Delivery and Performance. The delivery of the Products (and performance of services) will be scheduled by mutual agreement between the parties. SELLER SHALL NOT BE LIABLE FOR DELAYS IN DELIVERY OR PERFORMANCE PROVIDED IT IS USING GOOD FAITH EFFORTS TO PERFORM ITS OBLIGATIONS. SELLER ALSO SHALL NOT BE RESPONSIBLE FOR ANY DELAYS IN DELIVERY DUE IN WHOLE OR IN PART TO CIRCUMSTANCES NOT COMPLETELY WITHIN ITS CONTROL. Any claim of shortage must be made to Seller no later than two business days after Customer’s receipt of the portion of the Products at issue.Delivery by Century Automation to customer is completed when equipment is handed over and signed for by common carrier at customer’s designated facility, the equipment thereafter being at customer’s risk. Customer shall furnish shipping instructions upon request issuance. In case delivery or shipment shall be delayed by Customer’s failure to furnish shipping instructions on request or otherwise by Customer, Century Automation may at its option (a) invoice equipment ready for shipment, substituting the invoice for the Bill of Lading, and payment therefore shall be made in accordance with the terms stated on the proposal; or (b) place the equipment in storage at Customer’s expense and the amount of all handling, insurance, storage, and all other charges incurred in connection therewith shall be added to the price of the equipment and be paid by Customer. The taking of either of the actions specified in the preceding sentence shall not constitute an election of remedies or a waiver of Customer’s breach or any remedies to which Century Automation may be entitled by reason of such breach.In the event the Customer shall delay shipment 30 days or more past the Century Automation estimated delivery date or the Customer’s desired delivery date, customer agrees to make progress payments based on the dates in the original baseline schedule.
  1. Risk of Loss. Risk of loss for damage to the Products shall pass to Customer FOB Seller ‘s manufacturing or distribution facility.
  2. Cancellation of Project. If Customer decides to cancel this contract after acceptance by Century Automation; Customer agrees to reimburse Century Automation for all Engineering and Manufacturing labor hours expended, expenses, all material purchased, as well as any material cancellation charges and restocking fees. Customer agrees that Century Automation shall be entitled to keep any portion of a deposit remitted by Customer; to apply toward the payment of said cancellation cost, and Customer agrees to pay any difference within 30 days of request by Century Automation.  Likewise, Century Automation will reimburse the Customer for any amounts that were paid that exceed the cancellation costs.
  3. Taxes. The Purchase Price stated in the Primary Document is exclusive of any sales or other taxes with respect to the purchase of the Products, and Customer shall be solely responsible for payment of all taxes.
  4. Warranty Disclaimers. SELLER WARRANTS THAT IT WILL REPAIR OR REPLACE, AT SELLER’S ELECTION, ANY PRODUCT THAT DOES NOT CONFORM TO THE SPECIFICATIONS IDENTIFIED ON THE PRIMARY DOCUMENT, PROVIDED THAT SELLER IS NOTIFIED OF A BREACH NO LATER THAN NINETY (90) DAYS FOLLOWING CUSTOMER’S RECEIPT OF THE PRODUCT. REPLACEMENT OR REPAIR ARE THE SOLE REMEDIES FOR BREACH OF SELLER’S WARRANTY. OTHER THAN SAID WARRANTY, THE PRODUCTS ARE BEING SOLD TO CUSTOMER “AS IS,” AND SELLER HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.Disclaimer of Consequential Damages; Limitations on Remedies. SELLER HEREBY DISCLAIMS ANY AND ALL CONSEQUENTIAL AND INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME, LOST PROFITS, RECALL COSTS, LOSS OF GOODWILL, FREIGHT EXPENSES, INDEPENDENT CONTRACTOR EXPENSES, ATTORNEYS’ FEES, LEGAL EXPENSES AND EMPLOYEE WAGES AND BENEFITS. IN NO EVENT SHALL SELLER’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE AGREEMENT, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR ARISING IN TORT OR OTHERWISE, EXCEED THE AMOUNT OF THE PURCHASE PRICE FOR THE PRODUCT TO WHICH THE CLAIM RELATES, OR $500, WHICHEVER IS THE GREATER AMOUNT.
  5. Statute of Limitations. No claim or cause of action may be brought against Seller for breach of the Agreement, breach of warranty, or any claim arising in contract, tort or otherwise, more than one (1) year following accrual of that claim or cause of action.
  6. Default; Remedies; Security Agreement. Customer shall be in default under the Agreement for failure to (i) timely pay the Purchase Price or (ii) to perform any other obligation of Customer under the Agreement, or (iii) if Customer is subject to any bankruptcy or receivership proceeding or makes an assignment for the benefit of Customer shall also be considered in default under the Agreement in the event Customer is in breach of or in default under any other agreement or contract between Seller and Customer. In the event of default, Seller shall have all rights and remedies available to it at law or in equity. Customer further grants to Seller a purchase money security interest in the Products, to secure all obligations of Customer under this Agreement. Customer authorizes Seller to file UCC financing statements reflecting its interest in the Products. In the event Seller takes any action to enforce the Agreement, Customer agrees to immediately reimburse to Seller, on demand, all attorneys’ fees, court costs, and other expenses incurred in connection with such enforcement.
  7. Governing Law, Exclusive Jurisdiction. The Agreement shall be governed by, construed, and enforced in the accordance with the laws of the State of Michigan, without reference to conflict of law principles. Any claim, cause or action, or dispute arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of a state courts of competent jurisdiction in Genesee County, Michigan, or the U.S. District Court for the Eastern District of The parties hereby consent to personal jurisdiction and venue in said courts in accordance with this Section 13.
  8. No Reliance on Assistance; Modifications and Installation. Any advice or recommendations made to Customer by Seller relating to the Products cannot be relied upon by Customer, and Seller shall not be liable therefor. Customer assumes the risk of acting on any such advice or recommendations. SELLER MAKES NO REPRESENTATION OR WARRANTY: (i) THAT ANY PRODUCT WILL PERFORM IN CONNECTION WITH ANY OTHER PRODUCT, PROCESS OR INSTALLATION NOT SUPPLIED BY SELLER; (ii) AS TO ANY PRODUCT THAT IS DAMAGED, MODIFIED OR IMPROPERLY USED AFTER SHIPMENT BY SELLER; OR (iii) AS TO ANY PRODUCT THAT IS NOT INSTALLED BY A QUALIFIED INSTALLATION EXPERT IN A MANNER CONSISTENT WITH SELLER’S INSTALLATION RECOMMENDATIONS. Customer agrees to indemnify, defend, and hold harmless Seller and its affiliates and their respective members, managers, officers, directors, employees, parents, subsidiaries, and agents, from and against all claims, causes of action, damages, losses and costs (including but not limited to attorneys’ fees) arising out of or relating to any matter or circumstance for which Seller is not liable as a result of the application of this Section 14.
  9. No Assignment. Customer may not assign any rights or delegate any duties arising out of or relating to the Agreement without the prior written consent of Seller. Any attempted assignment or delegation without such consent shall be void and of no effect.
  10. No Waiver. No waiver of any breach of the Agreement shall be deemed effective unless in a writing signed by the waiving No waiver of one breach shall be deemed a waiver of any other breach, or a waiver of the same breach that continues beyond the agreed-upon waiver period.
  11. Force Majeure. Seller shall not be liable for failure to perform or delays in performance caused by acts of God, war, armed conflict, acts of terrorism, fire, explosions, floods, strikes, work stoppages, slow-downs, other labor difficulties, shortages or interruptions of power and/or fuel, shortages or interruptions of materials, shortages or interruptions of labor, shortages or interruptions in transportation, traffic, unanticipated and/or significant increases in Seller’s costs, accidents, disasters, catastrophes, customs and border delays, embargoes, economic sanctions compliance, other delays, disease, epidemic, pandemic, compliance with any order or directive of any government agency, official or court, or other event or circumstance beyond Seller’s exclusive and reasonable control. In the event of any of the foregoing, Seller’s performance (i) shall be excused and/or (ii) the time for Seller’s performance shall be extended to such time as may be reasonably necessary to enable Seller to profitably perform.  Seller also may, in the event of such an event, allocate its available supply of Products among itself and its customers as Seller chooses, in its sole and absolute discretion, without penalty.
  12. Online Publication. Seller’s Terms and Conditions may be published on Seller’s website, and if so published shall be deemed to be incorporated into all documents between Seller and Customer, with or without further notice or reference, including but not limited to all correspondence, offers, quotations, acceptances, purchase orders and invoices.
  13. Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the parties with respect to the matters contemplated therein, and supersedes all prior, contemporaneous and/or inconsistent agreements, understandings, and negotiations in the manner set forth above. The Agreement may be amended or modified only by a writing signed by the General Manager or President of Seller.
ALPHA INTEGRATION, LLC

Terms and Conditions of Sale

  1. Sale and Purchase. These Terms and Conditions of Sale (“Terms and Conditions”) are the only terms which govern the sale of any goods, materials, products, or services (the “Products”) by Alpha Integration, LLC (the “Seller”) to the buyer of such Products (the “Customer”).  Except to the extent otherwise expressly agreed in writing signed by an authorized officer of Seller, these Terms and Conditions and Seller’s quotation, invoice, proposal and confirmation of sale, constitute the entire agreement (“Agreement”) between Customer and Seller regarding the sale of Products between them, and these Terms and Conditions supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, whether written or oral, between the parties regarding the sale of the Products.  These Terms and Conditions prevail over any Customer’s terms and conditions of purchase regardless of whether or when Customer has submitted its request for quote, purchase order or its own set of terms and conditions. Transaction-specific terms agreed upon in writing between Seller and Customer regarding quantity, price, shipping, and scheduling are also considered part of the Agreement. By the fact of Customer ordering Products from Seller, and/or by its acceptance of Seller’s performance, Customer expressly agrees to and accepts these Terms and Conditions and agrees that any different or conflicting terms and conditions submitted from Customer to Seller, whether in conjunction with a request for quote, purchase order, confirmation or otherwise, shall not be effective and are deemed a nullity, regardless of when Customer submitted such terms and conditions. Seller’s acceptance of Customer’s purchase orders is expressly conditional on Customer’s assent to these Terms and Conditions.  UNLESS CUSTOMER, IN CONJUNCTION WITH THE SUBMISSION OF A PURCHASE ORDER TO SELLER, SUBMITS A WRITTEN REJECTION OF THESE TERMS AND CONDITIONS SIGNED BY THE PRESIDENT OF CUSTOMER, AND IN RESPONSE AN OFFICER OF SELLER SIGNS A WRITTEN WAIVER OF THESE TERMS AND CONDITIONS, CUSTOMER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS BY THE PRESENTMENT OF A PURCHASE ORDER TO SELLER, NOTWITHSTANDING ANYTHING TO THE CONTRARY. SELLER HEREBY EXPRESSLY REJECTS, OBJECTS TO, AND IS NOT BOUND BY ANY OTHER TERMS AND CONDITIONS FROM CUSTOMER WHICH ATTEMPT TO IMPOSE UPON SELLER ANY TERMS AND CONDITIONS THAT DIFFER FROM SELLER’S TERMS AND CONDITIONS.  Seller rejects all such additional or conflicting terms and conditions submitted by Customer. Seller’s Terms and Conditions shall be deemed to control during the entire period in which Seller and Customer discuss and/or transact business. Except as provided for above, SELLER’S PERFORMANCE OR FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY CUSTOMER COMMUNICATION OR DOCUMENT SHALL NOT BE DEEMED TO WAIVE, MODIFY OR AMEND ANY PROVISION HEREIN OR CONSTITUTE SELLER’S ASSENT TO ANY SUCH ADDITIONAL, DIFFERENT AND/OR INCONSISTENT TERMS.
  2. Purchase Price. As consideration for the sale of the Products, Customer shall pay Seller the purchase price identified on the Proposal Document (the “Purchase Price”).  This Purchase Price is valid for 15-days from the date of submission to Customer.  After 15-days the Purchase Price is subject to change based on market conditions.
  3. Scope of Contract. The parties hereto intend that this proposal, when accepted by Alpha Integration, shall constitute the final, complete, and exclusive statement of the terms and conditions of the contract for the sale of the equipment, and that said contract may not be modified or amended except by a writing signed by both Alpha Integration and Customer.
  4. Proposal Confidentiality.  Unless otherwise agreed to in writing, all concepts and information contained within this proposal are to remain confidential and not to be shared with 3rd parties.
  5. Payment of Purchase Price and Other Charges; Credit Terms. Credit terms extended to Customer are always subject to the discretion of Seller. The Purchase Price and other charges owing Seller under the Agreement shall be payable within Net number of days in the Sellers proposal from the date of Seller’s invoice. Amounts owing to Seller but unpaid after the date those amounts were due shall accrue a service charge of 1.5% per month, compounded monthly.
  6. Delivery and Performance. The delivery of the Products (and performance of services) will be scheduled by mutual agreement between the parties. SELLER SHALL NOT BE LIABLE FOR DELAYS IN DELIVERY OR PERFORMANCE PROVIDED IT IS USING GOOD FAITH EFFORTS TO PERFORM ITS OBLIGATIONS. SELLER ALSO SHALL NOT BE RESPONSIBLE FOR ANY DELAYS IN DELIVERY DUE IN WHOLE OR IN PART TO CIRCUMSTANCES NOT COMPLETELY WITHIN ITS CONTROL. Any claim of shortage must be made to Seller no later than two business days after Customer’s receipt of the portion of the Products at issue.Delivery by Alpha Integration to customer is completed when equipment is handed over and signed for by common carrier at customer’s designated facility, the equipment thereafter being at customer’s risk. Customer shall furnish shipping instructions upon request issuance. In case delivery or shipment shall be delayed by Customer’s failure to furnish shipping instructions on request or otherwise by Customer, Alpha Integration may at its option (a) invoice equipment ready for shipment, substituting the invoice for the Bill of Lading, and payment therefore shall be made in accordance with the terms stated on the proposal; or (b) place the equipment in storage at Customer’s expense and the amount of all handling, insurance, storage, and all other charges incurred in connection therewith shall be added to the price of the equipment and be paid by Customer. The taking of either of the actions specified in the preceding sentence shall not constitute an election of remedies or a waiver of Customer’s breach or any remedies to which Alpha Integration may be entitled by reason of such breach.

    In the event the Customer shall delay shipment 30 days or more past the Alpha Integration estimated delivery date or the Customer’s desired delivery date, customer agrees to make progress payments based on the dates in the original baseline schedule.

  7. Risk of Loss. Risk of loss for damage to the Products shall pass to Customer FOB Seller ‘s manufacturing or distribution facility.
  8. Cancellation of Project. If Customer decides to cancel this contract after acceptance by Alpha Integration, Customer agrees to reimburse Alpha Integration for all Engineering and Manufacturing labor hours, expenses, all material purchased, as well as any material cancellation charges and / or restocking fees, and administrative and expenses incurred from the date of acceptance by Alpha Integration to the date of cancellation as well as the contemplated normal profit on the project. Customer agrees that Alpha Integration shall be entitled to keep any portion of a deposit remitted by Customer to apply toward the payment of said cancellation cost, and Customer agrees to pay any difference within  30 days of request by Alpha Integration.  Likewise, Alpha Integration will reimburse the Customer for any amounts that were paid that exceed the cancellation costs.
  9. Taxes. The Purchase Price stated in the Primary Document is exclusive of any sales or other taxes with respect to the purchase of the Products, and Customer shall be solely responsible for payment of all taxes.
  10. Warranty Disclaimers. SELLER WARRANTS THAT IT WILL REPAIR OR REPLACE, AT SELLER’S ELECTION, ANY PRODUCT THAT DOES NOT CONFORM TO THE SPECIFICATIONS IDENTIFIED ON THE PRIMARY DOCUMENT, PROVIDED THAT SELLER IS NOTIFIED OF A BREACH NO LATER THAN NINETY (90) DAYS FOLLOWING CUSTOMER’S RECEIPT OF THE PRODUCT. REPLACEMENT OR REPAIR ARE THE SOLE REMEDIES FOR BREACH OF SELLER’S WARRANTY. OTHER THAN SAID WARRANTY, THE PRODUCTS ARE BEING SOLD TO CUSTOMER “AS IS,” AND SELLER HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    Disclaimer of Consequential Damages; Limitations on Remedies. SELLER HEREBY DISCLAIMS ANY AND ALL CONSEQUENTIAL AND INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME, LOST PROFITS, RECALL COSTS, LOSS OF GOODWILL, FREIGHT EXPENSES, INDEPENDENT CONTRACTOR EXPENSES, ATTORNEYS’ FEES, LEGAL EXPENSES AND EMPLOYEE WAGES AND BENEFITS. IN NO EVENT SHALL SELLER’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE AGREEMENT, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR ARISING IN TORT OR OTHERWISE, EXCEED THE AMOUNT OF THE PURCHASE PRICE FOR THE PRODUCT TO WHICH THE CLAIM RELATES, OR $500, WHICHEVER IS THE GREATER AMOUNT.

  11. Statute of Limitations. No claim or cause of action may be brought against Seller for breach of the Agreement, breach of warranty, or any claim arising in contract, tort or otherwise, more than one (1) year following accrual of that claim or cause of action.
  12. Default; Remedies; Security Agreement. Customer shall be in default under the Agreement for failure to (i) timely pay the Purchase Price or (ii) to perform any other obligation of Customer under the Agreement, or (iii) if Customer is subject to any bankruptcy or receivership proceeding or makes an assignment for the benefit of creditors. Customer shall also be considered in default under the Agreement in the event Customer is in breach of or in default under any other agreement or contract between Seller and Customer. In the event of default, Seller shall have all rights and remedies available to it at law or in equity. Customer further grants to Seller a purchase money security interest in the Products, to secure all obligations of Customer under this Agreement. Customer authorizes Seller to file UCC financing statements reflecting its interest in the Products. In the event Seller takes any action to enforce the Agreement, Customer agrees to immediately reimburse to Seller, on demand, all attorneys’ fees, court costs, and other expenses incurred in connection with such enforcement.
  13. Governing Law, Exclusive Jurisdiction. The Agreement shall be governed by, construed, and enforced in the accordance with the laws of the State of Tennessee, without reference to conflict of law principles. Any claim, cause or action, or dispute arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of a state courts of competent jurisdiction in Rutherford County, Tennessee, or the U.S. District Court for the Middle District of Tennessee. The parties hereby consent to personal jurisdiction and venue in said courts in accordance with this Section 13.
  14. No Reliance on Assistance; Modifications and Installation. Any advice or recommendations made to Customer by Seller relating to the Products cannot be relied upon by Customer, and Seller shall not be liable therefor. Customer assumes the risk of acting on any such advice or recommendations. SELLER MAKES NO REPRESENTATION OR WARRANTY: (i) THAT ANY PRODUCT WILL PERFORM IN CONNECTION WITH ANY OTHER PRODUCT, PROCESS OR INSTALLATION NOT SUPPLIED BY SELLER; (ii) AS TO ANY PRODUCT THAT IS DAMAGED, MODIFIED OR IMPROPERLY USED AFTER SHIPMENT BY SELLER; OR (iii) AS TO ANY PRODUCT THAT IS NOT INSTALLED BY A QUALIFIED INSTALLATION EXPERT IN A MANNER CONSISTENT WITH SELLER’S INSTALLATION RECOMMENDATIONS. Customer agrees to indemnify, defend, and hold harmless Seller and its affiliates and their respective members, managers, officers, directors, employees, parents, subsidiaries, and agents, from and against all claims, causes of action, damages, losses and costs (including but not limited to attorneys’ fees) arising out of or relating to any matter or circumstance for which Seller is not liable as a result of the application of this Section 14.
  15. No Assignment. Customer may not assign any rights or delegate any duties arising out of or relating to the Agreement without the prior written consent of Seller. Any attempted assignment or delegation without such consent shall be void and of no effect.
  16. No Waiver. No waiver of any breach of the Agreement shall be deemed effective unless in a writing signed by the waiving party. No waiver of one breach shall be deemed a waiver of any other breach, or a waiver of the same breach that continues beyond the agreed-upon waiver period.
  17. Force Majeure.  Seller shall not be liable for failure to perform or delays in performance caused by acts of God, war, armed conflict, acts of terrorism, fire, explosions, floods, strikes, work stoppages, slow-downs, other labor difficulties, shortages or interruptions of power and/or fuel, shortages or interruptions of materials, shortages or interruptions of labor, shortages or interruptions in transportation, traffic, unanticipated and/or significant increases in Seller’s costs, accidents, disasters, catastrophes, customs and border delays, embargoes, economic sanctions compliance, other delays, disease, epidemic, pandemic, compliance with any order or directive of any government agency, official or court, or other event or circumstance beyond Seller’s exclusive and reasonable control. In the event of any of the foregoing, Seller’s performance (i) shall be excused and/or (ii) the time for Seller’s performance shall be extended to such time as may be reasonably necessary to enable Seller to profitably perform.  Seller also may, in the event of such an event, allocate its available supply of Products among itself and its customers as Seller chooses, in its sole and absolute discretion, without penalty.
  18. Online Publication. Seller’s Terms and Conditions may be published on Seller’s website, and if so published shall be deemed to be incorporated into all documents between Seller and Customer, with or without further notice or reference, including but not limited to all correspondence, offers, quotations, acceptances, purchase orders and invoices.
  19. Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the parties with respect to the matters contemplated therein, and supersedes all prior, contemporaneous and/or inconsistent agreements, understandings, and negotiations in the manner set forth above. The Agreement may be amended or modified only by a writing signed by the General Manager or President of Seller.
MAJESTIC INDUSTRIES, LLC

Terms and Conditions of Sale

  1. Sale and Purchase. These Terms and Conditions of Sale (“Terms and Conditions”) are the only terms which govern the sale of any goods, materials, products or services (the “Products”) by Majestic Industries, LLC (the “Seller”) to the buyer of such Products (the “Customer”). Except to the extent otherwise expressly agreed in writing signed by an authorized officer of Seller, these Terms and Conditions and Seller’s quotation, proposal, order acknowledgment (confirmation of sale), invoice and final packing list, constitute the entire agreement (“Agreement”) between Customer and Seller regarding the sale of Products between them, and these Terms and Conditions supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, whether written or oral, between the parties regarding the sale of the Products. These Terms and Conditions prevail over any of Customer’s terms and conditions of purchase regardless whether or when Customer has submitted its request for quote, purchase order or its own set of terms and conditions. Transaction-specific terms agreed upon in writing between Seller and Customer regarding quantity, price, shipping and scheduling are also considered part of the Agreement. By the fact of Customer ordering Products from Seller, and/or by its acceptance of Seller’s performance, Customer expressly agrees to and accepts these Terms and Conditions, and agrees that any different or conflicting terms and conditions submitted from Customer to Seller, whether in conjunction with a request for quote, purchase order, confirmation or otherwise, shall not be effective and are deemed a nullity, regardless of when Customer submitted such terms and conditions. Seller’s acceptance of Customer’s purchase orders are expressly conditional on Customer’s assent to these Terms and Conditions. UNLESS CUSTOMER, IN CONJUNCTION WITH THE SUBMISSION OF A PURCHASE ORDER TO SELLER, SUBMITS A WRITTEN REJECTION OF THESE TERMS AND CONDITIONS SIGNED BY THE PRESIDENT OF CUSTOMER, AND IN RESPONSE AN OFFICER OF SELLER SIGNS A WRITTEN WAIVER OF THESE TERMS AND CONDITIONS, CUSTOMER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS BY THE PRESENTMENT OF A PURCHASE ORDER TO SELLER, NOTWITHSTANDING ANYTHING TO THE CONTRARY. SELLER HEREBY EXPRESSLY REJECTS, OBJECTS TO, AND IS NOT BOUND BY ANY OTHER TERMS AND CONDITIONS FROM CUSTOMER WHICH ATTEMPT TO IMPOSE UPON SELLER ANY TERMS AND CONDITIONS THAT DIFFER FROM SELLER’S TERMS AND CONDITIONS. Seller rejects all such additional or conflicting terms and conditions submitted by Customer. Seller’s Terms and Conditions shall be deemed to control during the entire period of time in which Seller and Customer discuss and/or transact business. Except as provided for above, SELLER’S PERFORMANCE OR FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY CUSTOMER COMMUNICATION OR DOCUMENT SHALL NOT BE DEEMED TO WAIVE, MODIFY OR AMEND ANY PROVISION HEREIN OR CONSTITUTE SELLER’S ASSENT TO ANY SUCH ADDITIONAL, DIFFERENT AND/OR INCONSISTENT TERMS SUBMITTED BY CUSTOMER.
  2. Purchase Price. As consideration for the sale of the Products, Customer shall pay Seller the purchase price identified on the Primary Document (the “Purchase Price”).
  3. Payment of Purchase Price and Other Charges; Credit Terms. Credit terms extended to Customer are at all times subject to the discretion of Seller, and Seller may at any time require payment in full, in advance of or after the sale of the Products. Unless other arrangements are already in place, the Purchase Price and other charges owing Seller under the Agreement shall be payable within 30 days from the date of Seller’s invoice. Amounts owing to Seller but unpaid after the date those amounts were due shall accrue a service charge of 2.5% per month, compounded monthly.
  4. Delivery and Performance. The delivery of the Products (and performance of services) will be scheduled by mutual agreement between the parties. SELLER SHALL NOT BE LIABLE FOR DELAYS IN DELIVERY OR PERFORMANCE PROVIDED IT IS USING GOOD FAITH EFFORTS TO PERFORM ITS OBLIGATIONS. SELLER ALSO SHALL NOT BE RESPONSIBLE FOR ANY DELAYS IN DELIVERY DUE IN WHOLE OR IN PART TO CIRCUMSTANCES NOT COMPLETELY WITHIN ITS CONTROL. Any claim of shortage must be made to Seller no later than 48 hours after Customer’s receipt of the portion of the Products at issue.
  5. Risk of Loss. Risk of loss for damage to the Products shall pass to Customer FOB Seller ‘s manufacturing or distribution facility.
  6. Taxes. The Purchase Price stated in the Primary Document is exclusive of any sales or other taxes with respect to the purchase of the Products, and Customer shall be solely responsible for payment of all taxes.
  7. Warranty Disclaimers. SELLER WARRANTS THAT IT WILL REPAIR OR REPLACE, AT SELLER’S ELECTION, ANY PRODUCT THAT DOES NOT CONFORM TO THE SPECIFICATIONS IDENTIFIED ON THE PRIMARY DOCUMENT, FOR A PERIOD OF TWELVE (12) MONTHS FROM CUSTOMER’S RECEIPT OF THE PRODUCT, UNLESS A DIFFERENT WARRANTY PERIOD IS STATED IN SELLER’S ORDER ACKNOWLEDGEMENT FORM. REPLACEMENT OR REPAIR ARE THE SOLE REMEDIES FOR BREACH OF SELLER’S WARRANTY. OTHER THAN SAID WARRANTY, THE PRODUCTS ARE BEING SOLD TO CUSTOMER “AS IS,” AND SELLER HEREBY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In the event that Customer, without the express written consent of Seller, repairs, attempts to repair or hires a third party to repair the Products during the warranty period, Seller’s warranty shall be null and void.
  8. Disclaimer of Consequential Damages; Limitations on Remedies. SELLER HEREBY DISCLAIMS ANY AND ALL CONSEQUENTIAL AND INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME, LOST PROFITS, COVER, RECALL COSTS, LOSS OF GOODWILL, FREIGHT EXPENSES, INDEPENDENT CONTRACTOR EXPENSES, ATTORNEYS’ FEES, LEGAL EXPENSES AND EMPLOYEE WAGES AND BENEFITS. IN NO EVENT SHALL SELLER’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE AGREEMENT, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR ARISING IN TORT OR OTHERWISE, EXCEED THE AMOUNT OF THE PURCHASE PRICE FOR THE PRODUCT TO WHICH THE CLAIM RELATES, OR $500, WHICHEVER IS THE GREATER AMOUNT.
  9. Statute of Limitations. No claim or cause of action may be brought against Seller for breach of the Agreement, breach of warranty, or any claim arising in contract, tort or otherwise, more than one (1) year following accrual of that claim or cause of action.
  10. Default; Remedies; Security Agreement. Customer shall be in default under the Agreement for failure to (i) timely pay the Purchase Price or (ii) to perform any other obligation of Customer under the Agreement, or (iii) if Customer is subject to any bankruptcy or receivership proceeding or makes an assignment for the benefit of creditors. Customer shall also be considered in default under the Agreement in the event Customer is in breach of or in default under any other agreement or contract between Seller and Customer. In the event of default, Seller shall have all rights and remedies available to it at law or in equity. Customer further grants to Seller a purchase money security interest in the Products, in order to secure all obligations of Customer under this Agreement. Customer authorizes Seller to file UCC financing statements reflecting its interest in the Products. In the event Seller takes any action to enforce the Agreement, Customer agrees to immediately reimburse to Seller, on demand, all attorneys’ fees, court costs, and other expenses incurred in connection with such enforcement.
  11. Governing Law, Exclusive Jurisdiction. The Agreement shall be governed by, construed, and enforced in the accordance with the laws of the State of Michigan, without reference to conflict of law principles. Any claim, cause or action, or dispute arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of a state courts of competent jurisdiction in Macomb County, Michigan, or the U.S. District Court for the Eastern District of Michigan. The parties hereby consent to personal jurisdiction and venue in said courts in accordance with this Section 11.
  12. No Reliance on Assistance; Modifications and Installation. Any advice or recommendations made to Customer by Seller relating to the Products cannot be relied upon by Customer, and Seller shall not be liable therefor. Customer assumes the risk of acting on any such advice or recommendations. SELLER MAKES NO REPRESENTATION OR WARRANTY: (i) THAT ANY PRODUCT WILL PERFORM IN CONNECTION WITH ANY OTHER PRODUCT, PROCESS OR INSTALLATION NOT SUPPLIED BY SELLER; (ii) AS TO ANY PRODUCT THAT IS DAMAGED, MODIFIED OR IMPROPERLY USED AFTER SHIPMENT BY SELLER; OR (iii) AS TO ANY PRODUCT THAT IS NOT INSTALLED BY A QUALIFIED INSTALLATION EXPERT IN A MANNER CONSISTENT WITH SELLER’S INSTALLATION RECOMMENDATIONS. Customer agrees to indemnify, defend, and hold harmless Seller and its affiliates and their respective members, managers, officers, directors, employees, parents, subsidiaries and agents, from and against all claims, causes of action, damages, losses and costs (including but not limited to attorneys’ fees) arising out of or relating to any matter or circumstance for which Seller is not liable as a result of the application of this Section 12.
  13. No Assignment. Customer may not assign any rights or delegate any duties arising out of or relating to the Agreement without the prior written consent of Seller. Any attempted assignment or delegation without such consent shall be void and of no effect.
  14. No Waiver. No waiver of any breach of the Agreement shall be deemed effective unless in a writing signed by the waiving party. No waiver of one breach shall be deemed a waiver of any other breach, or a waiver of the same breach that continues beyond the agreed-upon waiver period.
  15. Force Majeure. Seller shall not be liable for failure to perform or delays in performance caused by acts of God, war, armed conflict, acts of terrorism, fire, explosions, floods, strikes, work stoppages, slow-downs, other labor difficulties, shortages or interruptions of power and/or fuel, shortages or interruptions of materials, shortages or interruptions of labor, shortages or interruptions in transportation, traffic, unanticipated and/or significant increases in Seller’s costs, accidents, disasters, catastrophes, customs and border delays, embargoes, economic sanctions compliance, other delays, disease, epidemic, pandemic, compliance with any order or directive of any government agency, official or court, or other event or circumstance beyond Seller’s exclusive and reasonable control. In the event of any of the foregoing, Seller’s performance (i) shall be excused and/or (ii) the time for Seller’s performance shall be extended to such time as may be reasonably necessary to enable Seller to profitably perform. Seller also may, in the event of such an event, allocate its available supply of Products among itself and its customers as Seller chooses, in its sole and absolute discretion, without penalty.
  16. Online Publication. Seller’s Terms and Conditions may be published on Seller’s website, and if so published shall be deemed to be incorporated into all documents between Seller and Customer, with or without further notice or reference, including but not limited to all correspondence, requests for quote, offers, quotations, acceptances, purchase orders, order acknowledgement forms (confirmation of sale), invoices and packing lists.
  17. Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the parties with respect to the matters contemplated therein, and supersedes all prior, contemporaneous and/or inconsistent agreements, understandings, and negotiations in the manner set forth above. The Agreement may be amended or modified only by a writing signed by the General Manager or President of Seller.
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