Standard Terms and Conditions
Warranty
Perception Engineering warranties this equipment against workmanship-related defects for a period of 1 year. All purchased components are warrantied by individual manufacturers warranties. No additional warranties or guarantees will be provided by Perception Engineering LLC.
Offer and Acceptance
Seller expressly limits Buyer’s acceptance to the terms and conditions of this offer. No terms and conditions, other than those stated int his offer, shall be binding on Seller.
Cancellation and Modification
No agreement of understanding, oral or written, purporting to modify these terms and conditions, whether contained in Buyer’s purchase order, shipping release form or elsewhere, shall be binding.
Seller may cancel this contract if the Buyer has become insolvent, bankrupt, admits in writing its inability to pay its depts as they mature or if proceedings are commenced by or against the Buyer in any jurisdiction under a provision or chapter of any bankruptcy act, or if the Buyer suffers the appointment of a receiver of trustee or makes an assignment for the benefit of creditors.
Buyer may cancel or terminate its order only upon the following conditions:
Any of Seller’s goods then being manufactured which can be completed within (90) days of Buyer’s request to stop work or cancel will be shipped and Buyer agrees to accept the shipment and pay for it at the full contract price;
Subject to subparagraph (c)(i) above, all work in connection with such order will be stopped within a reasonable time upon receipt of Buyer’s request, and Buyer agrees to pay Seller for all work in progress and any raw materials or supplies used on which commitments have been made by Seller in connection therewith, on the basis of Seller’s full costs and expenses computed in accordance with Seller’s standard practice, plus twenty percent (20%) thereof.
Terms of Payment
If, by the terms of sale, credit is extended to Buyer, Seller reserves the right to revoke such credit if Buyer fails to pay for any goods or services when due and thereupon Seller shall have the right to demand payment before further shipment of any goods or services when due and thereupon Seller shall have the right to demand payment before further shipment of any good or provision of service.
If progress payments are designated in the quote, Seller may suspend production, shipment or delivery until all payments have been made in accordance as specified.
Interest at the rate of one and one-half percent (1-1/2%) per month or the maximum rate allowed by applicable law, whichever is less, will be charged on past due accounts In addition to interest at said rate, the Buyer shall reimburse Seller for all reasonable direct costs incurred by Seller in collecting the net invoice amount, and any interest thereon, after it is due. Said direct costs include the reasonable attorney’s fees paid by Seller in connection with such collection, whether or not Seller shall have brought suit or obtained a judgement against Buyer.
If shipments are delayed for the convenience of or at the request of the Buyer, payment becomes due on the date when Seller offers to make shipments. If the work to be performed hereunder is delayed by Buyer, progress payments shall be made on the purchase price in accordance with the percentage of completion as determined by Seller. Goods held for the Buyer shall be solely at the risk and expense of the Buyer.
In the event a period of 30 days has passed from the originally scheduled ship date and the equipment has not shipped from Seller due to Buyer’s decision, and/or certified production quality parts have been changed or delayed and have not been received by Seller for tooling and machine debug, 100% of machine order value and 95% of any tooling value will become due and payable to Seller.
Taxes and Duties
Seller’s quoted prices do not include sales, use or similar tax or import duty or tariff of any kind. The amount of any part of future sales, use or similar tax or any import duty or tariff applicable to any sale, use or import of the goods or services referred to herein shall be paid by the Buyer. In lieu thereof, the Buyer shall provide Seller with a tax exemption certificate acceptable to the applicable taxing authority.
Variations
Seller shall not be liable for normal variations in tolerance, dimensions, weights or quantities. Weights sizes and quantities as determined at Seller’s works or other source of supply shall be conclusive.
Date of Shipment
All quoted shipping dates are estimates and are based upon prompt receipt by Seller of all information necessary for completion of the order. Seller’s shipment within a reasonable time of the estimated shipping date constitutes adequate performance of Seller.
Seller shall not be responsible for delays in delivery or any failure to deliver due to causes beyond Seller’s reasonable control, including but no limited to acts of God, war, mobilization, civil commotion, riots, embargoes, domestic or foreign government regulations or orders (including but not limited to priorities, requisitions, allocations and price adjustment restrictions), fires, strikes, lockouts or other labor difficulties, or shortages of or inability to obtain materials, electrical power, gas, shipping space or transport.
Exclusive Remedy and Limitations of Liability
Buyer’s exclusive remedy is to secure the repair or replacement at Seller’s option, of any portion of the material of Seller’s manufacture or used equipment which upon prior inspection by Seller, shall prove to have been defective. Upon notification by Buyer, Seller will either request that the materials be returned F.O.B. Seller’s plant or Seller may elect to make inspection at Buyer’s plant. Materials found defective by Seller during such warranty period will be replaced F.O.B. Seller’s plant with used equipment subject to availability. Any field replacement or repairs other than F.O.B. Seller’s plant shall be billed to Buyer at Seller’s published scheduled rates for such services. This remedy shall be exclusive remedy available to Purchaser against Seller for damages resulting from any other cause whatsoever, including without limitation, seller’s negligence or other fault. The purpose of the exclusive remedy shall be to provide the purchaser with repair and/or replacement of goods found to be defective in materials or workmanship or negligently manufactured. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing and able to repair or replace said defective goods in the matter provided in the subparagraph.
Seller shall not in any event be liable to Buyer (including without limitation services performed under paragraph 11) for any special, consequential, incidental, or other indirect damages of any kind, whether for defective or non-conforming goods, breach or repudiation of any term or condition of this agreement, negligence, strict liability or any other reason.
Patents
Seller makes no representation or warranty that the goods or services supplier hereunder do not infringe any United States or foreign patent. Should any such claim arise, or should any suit be commenced against the Buyer or Seller based upon such claim, Buyer shall promptly notify Seller of such claim or the commencement of such suit and shall offer Seller the right to participate in the defense of any such suit to the extent the goods or services supplied by Seller are involved therein. The Buyer shall indemnify and hold harmless Seller for any and all loss, costs, including counsel fees and damages incurred by or assessed against Seller resulting from such claim or suit, whether based upon compromise of the circle or judgement.
Delivery and Acceptance
All sales are F.O.B. Seller’s plant of manufacture. Delivery of goods by Seller to a carrier at said F.O.B. point shall constitute delivery to Buyer, and regardless of freight payment, all risk of loss or damage in transit shall pass to Buyer upon delivery to such carrier.
Buyer shall be charged for any warehousing fees, demurrage fees, freight, storage, handling, transportation, trucking and other similar expenses occasioned by or incident to any delays beyond the scheduled shipping date requested or made for the convenience of the purchaser.
Unless otherwise expressly agreed, Seller shall have the right to make delivery installments. All installments shall be separately invoices and billed without regard to subsequent deliveries. Failure to pay for any installments when due shall excuse Seller from making further deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining installments.
Seller’s Property
All jigs, fixtures, dies, tools, patterns or other equipment charged by Seller to Buyer shall remain property to Seller, All concepts, designs, drawing, specifications or other technical information disclosed by Seller to Buyer and any modifications or improvements thereof shall (I) be the property of Seller and shall be treated as confidential by Buyer and shall not be disclosed to others without prior written approval of Seller (II) be used by Buyer only in connection with its use of the material sold by Seller (III) not be used by Buyer for the production of materials by Buyer or any third party without the prior written consent of Seller and (IV) be obligation shall not apply to information which is made available to the general public. A UCC will be filed by Seller of the machine, and or tooling will be held as collateral until all payments per the agreement and any additions are received at which time the UCC assignment will be released.
Indemnification
Buyer agrees to indemnify Seller and hold Seller harmless of and from all claims, actions and causes of action (including attorney’s fees and costs of defense) for injuries, damages and loss of any kind arising out of resulting from and in any way connected with the use, operation or maintenance of the goods by the Buyer or on its behalf or by Buyer’s agents, employees, licenses, lessees, vendees and direct or remote assigns, whether such claims, actions or causes of action are based on contract, tort (including strict liability) or otherwise.
Inspection and Offsite Services
If any inspection, testing or service is performed outside seller’s works at the request of and for the convenience of Buyer, Buyer agrees to pay Seller for employees furnished by Seller, Seller’s published schedule rates for such services.
Buyer agrees to indemnify Seller and hold Seller harmless of and from all claims, actions and causes of action (including attorney’s fees and costs of defense) for injuries, damages and loss of any kind arising out of, resulting from or in any way connected with the inspection, testing or service by Seller’s employees, whether such claims, actions, or causes of action are based on contract, tort (including strict liability) or otherwise.
Buyer’s Drawings and Materials
Any work performed by the Seller according to drawings or specifications furnished by the Buyer shall be undertaken only on the understanding that the seller shall not be liable for defects in the equipment or parts thereof arising from said drawings and /or specifications. Any work performed by the Seller on materials furnished by the Buyer shall be undertaken only on the understanding that the Seller’s liability shall be limited to the value of the work performed by the Seller on such material.
Severability/Waiver or Terms and Conditions
All the terms and conditions contained herein are severable, and a determination by any court or other governmental authority that any term or condition contained herein is invalid or unenforceable shall not affect the validity and enforceability of the remaining terms and conditions.
No waiver by Seller of any of the terms and conditions contained herein shall operate to relieve the Buyer from responsibility for any prior or subsequent breach hereunder.
Governing Law
This contract shall be governed by and construed according to the laws of the State of Michigan, USA
Buyer Responsibilities: Buyer acknowledges that Buyer is responsible for providing the following in a reasonable and timely manner:
Buyer/Seller Assets: The Buyer shall provide the Seller with any licensed tools, login credentials, information, and other elements necessary to complete the Deliverables.
Approval of Deliverables: Buyer shall, within three (3) business days after receiving each Deliverable, notify Seller in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Seller shall, correct and submit a revised Deliverable to Buyer. If Buyer fails to provide approval or comments during any approval period without communicating an estimated time for completing feedback, those Deliverables will be considered approved and accepted and the Seller may proceed to collecting payment.