ISO 9001:2000 machining, fabrication, and assembly

Micro Enterprises LLC

STANDARD TERMS AND CONDITIONS OF SALE

Entire Agreement: This document (and any document specifically incorporated herein) contains all of the terms and conditions of the agreement between Micro Enterprises LLC (Seller) and Buyer as to the matters contained herein, to the exclusion of any other terms and conditions, including those set forth in purchase orders used by Buyer. These terms and conditions apply to all quotations, proposals, and purchase orders covering the sale of Seller’s products and services to Buyer. Seller’s acceptance of Buyer’s order is expressly conditioned on Buyer’s acceptance of these terms and conditions. Seller shall not be deemed to have waived these terms and conditions if it fails to object to terms and conditions appearing in Buyer’s purchase order, and Buyer’s acceptance of products or services called for in said orders shall constitute Buyer’s acceptance of these terms and conditions.
General Machining Standards: The General Machining Standards published by Seller, in effect at the time Buyer’s order is acknowledged, are specifically incorporated herein. In the event of a conflict between the General Machining Standards and Buyer’s documented product or machining specifications, Buyer’s specifications will prevail.
Proposals and Price Quotations: Proposals are valid for ninety days unless otherwise specified in the Proposal. All proposals are based on the current market price of material. Seller reserves the right to adjust prices based on the price of material on the date of order acknowledgment, or, in the case of delayed or multiple production releases, on the date or dates of release.
Tooling: Charges for tools, dies, gages, and fixtures (“tooling”) integral to the products ordered may be included in engineering charges. All tooling will remain the property of Seller, and Buyer’s payment of engineering or tooling charges will convey no ownership rights in the tooling to Buyer.
Samples: If requested upon receipt of Buyer’s order, Seller will submit samples for inspection and approval by Buyer before commencing production. Buyer agrees that samples will be inspected and, if approved, the order will be released for production, within twenty-four hours of Buyer’s receipt of the samples. Any changes in original specifications will be made only at Buyer’s direction and expense, including reasonable engineering and retooling charges.
Delivery, Quantities, Packaging Loss and delay: Buyer acknowledges that the products ordered are to be manufactured by or for Seller to fulfill this order. Seller will make every effort to fill orders within stated times, but stated delivery dates are approximate, and Seller reserves the right to adjust shipment schedules. Unless otherwise provided, products will be packaged and shipped in standard box quantities to the extent practicable. For shipments of 500 or more identical items each priced at five dollars or less, Buyer agrees to accept and pay for quantity over-runs not to exceed five percent of the quantity ordered. Products will be packed and packaged in accordance with sound commercial practice for domestic shipment. Export or other special packaging will be at an additional charge to Buyer. All products will be shipped F.O.B. carrier’s equipment at or nearest Seller’ factory. Risk of product loss or damage will pass to Buyer upon delivery of the goods to the carrier. Seller will not be liable for damages, costs or expenses (whether general, consequential, as a penalty or as liquidated damages or otherwise) due to any loss, delay or non-delivery caused by delays of suppliers, acts of God or the public enemy, compliance with any applicable foreign or domestic governmental regulation or order (whether or not it proves to be invalid), fires, riots, labor disputes, unusually severe weather, breakdown of essential machinery, material shortages, inability to obtain labor materials from usual sources, or any other cause beyond the reasonable control of Seller. In the event of any such delay, the time for Seller performance will be extended for as many days as required to eliminate such causes. This provision will not, however, relieve Seller from using its best efforts to avoid or eliminate such causes and to continue performance with reasonable dispatch whenever such causes are removed.
Payment Terms: Unless otherwise provided, payment will be made in U.S. dollars at the prices stipulated within thirty days after the date of invoice. Buyer will not delay payment for goods pending inspection. In addition to the stipulated purchase price, Buyer will pay any and all sales, excise, privilege, use or other taxes imposed by any federal, state, local or other taxing authority arising from the sale, delivery or use of the products. If the price includes transportation or other shipping charges, any increase in such charges from the date of quotation or purchase order will be paid by Buyer. If Buyer requests change in the products or delays progress of the manufacture or shipment of products, the contract price will be adjusted to reflect any increases in Seller’ costs caused by the changes or delay. There will be a twelve percent annum charge on all overdue amounts.
Inspection and Acceptance: If upon receipt and inspection of the products by Buyer, such products appear not to be in conformance with the contract, Buyer will within thirty days after receipt thereof, notify Seller of such condition and afford Seller a reasonable opportunity to inspect the goods and make any appropriate adjustment or replacement. If Seller has not received such notice within thirty days of Buyer’s receipt of the products, then Buyer will be deemed to have accepted the products. The remedies afforded Buyer under the paragraph entitled “Warranty” will be exclusive for nonconforming products discovered upon inspection but will not terminate by reason of Buyer’s failure to discover the nonconforming products will not terminate by reason of Buyer’s failure to discover the nonconforming products within the inspection period. Acceptance by Buyer of products when received waives any claim for loss or damage resulting from delay, regardless of the cause of the delay. If delivery is made in installments, any claim which Buyer may have with respect to any one installment does not relieve Buyer of the obligation to accept delivery of the remaining installments, or permit Buyer to cancel or rescind remaining installments.
Warranty: Seller warrants that at the time of shipment the products manufactured by it will be free from defects in material and workmanship and will substantially conform to applicable specifications. This warranty will be effective for a period of one year from the first operation or use of the products, but in no event later than eighteen months after the date of manufacture, provided that Buyer has given written notice of the claim to Seller within such time. This warranty excludes ordinary wear and tear, abuse, misuse, overloading, alteration, and corrosion, oxidation, tarnishing or deterioration due to improper or prolonged storage or removal of corrosion inhibitors. Seller’ liability and Buyer’s remedy under this warranty are limited to repair or replacement, at Seller’ election, of products or components returned to Seller that are shown to Seller’ reasonable satisfaction to have been defective in materials or workmanship at the time of original shipment. Transportation charges for return and reshipment of products will be borne by Seller only if such products are returned in accordance with Seller’s returned goods policy in effect at the time of the return. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF (A) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITIY AND OF FITNESS FOR A PARTICULAR PURPOSE, AND (B) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SELLER NEGLIGENCE. THE PRICE ALLOCABLE IN THIS CONTRACT TO ANY PRODUCT OR SERVICE ALLEGED TO BE THE CAUSE OF ANY LOSS, DAMAAGE, OR LIABILITY TO BUYER WILL BE THE LIMIT OF SELLER’ LIABILITY, WHETHER FOUNDED IN CONTRACT OR TORT (INCLUDING NEGLEGENCE), ARISING OR RESULTING FROM (A) THIS CONTRACT OR THE PERFORMANCE OR BREACH THEREOF, (B) THE DESIGN, MANUFACTURE, DELIVERY, SALE, REPAIR, OR REPLACEMENT OF ANY PRODUCT SOLD HEREUNDER, OR (C) THE USE OF ANY SUCH PRODUCT OR THE FURNISHING OF ANY SUCH SERVICE. BUYERS REMEDIES ARE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES, INCLUDING WITHOUT LIMITATION INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND. NO AGREEMENT PURPORTING TO VARY OR EXTEND THE FOREGOIN G WARRANTY, REMEDIES, LIMITATIONS, OR EXCLUSIONS WILL BE BINDING ON SELLER UNLESS IN WRITING SIGNED BY A DULY AUTHORIZED OFFICER OF SELLER.
Installation; Work by Others: If applicable, Buyer agrees to install the products in accordance with any and all instructions provided by Seller and Buyer will defend and indemnify Seller against any and all damages, suits, causes of action, claims and expenses arising directly or indirectly out of Buyer’s failure to cause the products to be so installed. Unless agreed in writing, Seller will have no responsibility for labor or work of any nature relating to installation, operation or use of the products, all of which will be performed by Buyer or others. It is the responsibility of Buyer to furnish such ancillary and safety devices as may be desired by it and/or required by law (including OSHA standards) relating to Buyer’s use of the products. Buyer is responsible for ascertaining that the products are installed and operated in accordance with all applicable laws, regulations, rules, and ordinances.
Indemnity: Buyer will defend, indemnify and hold Seller harmless from and against any claim, suit, or action based on a design or specification furnished by Buyer, on the use of a process not recommended in writing by Seller, or on the use or sale of products delivered hereunder in combination with other goods not delivered to Buyer by Seller.
Seller’s Technical Information: Any technical information or data that Seller may disclose to Buyer with respect to the manufacture of the products will remain Seller’ property and will not be reproduced or disclosed to others by Buyer unless such information or data is specifically required to be delivered under this contract together with rights of reproduction and disclosure.
Assignment: This contract may not be assigned in whole or in part without the prior written consent of the other party.
Buyer’s Financial Status: If, before completion of an order by Seller, Buyer becomes bankrupt, insolvent, or makes an assignment for the benefit of creditors, Seller may in its option terminate the contract by sending Buyer a written notice of termination costs, including a reasonable profit for terminated work.
Applicable Law: This contract will be interpreted in accordance with and governed by the law of the state of Ohio.
Modification, Waiver and Invalidity: No modification or waiver of this contract or any of its terms, conditions or provisions will be valid unless agreed to in writing by Seller. Waiver by either party of a breach of any of the terms and conditions of this contract will not constitute a waiver of any other breach of the same or any other term. The unenforceability or invalidity of any provision of this contract will not affect the enforceability or validity of any other provision.
Cancellation: Cancellation of all or any part of this order will be accepted by Seller only if Buyer assumes liability and makes payment to Seller for (i) the unit price of all completed products; (ii) a pro-rata portion of the unit price of work in process, based on the percentage of work completed; (iii) raw materials purchased specifically for the canceled order, based on the purchase price plus reasonable storage and handling charges less the maximum use, return, or scrap value reasonably obtained by Seller; and (iv) engineering, tooling, and other special charges associated with the order. All of the foregoing cancellation charges will be determined as of the time Seller receives notice of cancellation.