The following terms and conditions of sale shall apply to any sale of goods and services by SCHÜTTE Corporation and all its subsidiaries and divisions (hereinafter called “Seller”). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding as provided herein.
In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by Seller, Seller’s terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller.
Unless otherwise stated by Seller in writing, Sellers’ quotation shall be null and void unless accepted by Purchaser within ten (10) days from the date of quotation.
3. PRICES / COST OF TRANSPORTATION
All quoted prices are based on the current exchange rates, tariffs and costs of manufacture. Unless otherwise stated in the quotation, quoted prices are subject to change by Seller with or without notice until Purchaser’s acceptance. Quotations for labor and travel are estimates only; final determination made at completion of service, or Purchasers’ sign-off acceptance. Prices are subject to correction for error. Unless otherwise stated, all prices are Ex works seller. Domestic packing and customary methods of transportation will be at Purchaser’s expense. Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s transportation requirements are given by Purchaser to Seller prior to shipment.
The amount of all present and future sales, revenue, excise, or other taxes applicable to the goods and services shall be added to the purchase price and shall be paid by Purchaser, or in lieu thereof, Purchaser shall provide Seller with a tax exemption certificate acceptable to the taxing authorities. Notwithstanding the above, if Seller is required to pay such taxes, Purchaser shall reimburse Seller for such amounts.
5. ADDITIONAL COSTS / EXPENSES
Purchaser shall pay all added costs and expenses incurred by Seller as a result of Purchaser related delays in providing details, specifications, and other pertinent information; access to machines due to production requirements of Purchaser; or because of changes requested by Purchaser.
6. SHIPMENT / DELIVERY
Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of Seller’s quotation and Seller’s acceptance of Purchaser’s order. Seller may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of cancellation. In no event shall Seller be liable for any losses or damages of any kind due to delays in shipment, nor may Purchaser cancel its contract because of any such delay. All deliveries shall be Ex works Seller’s facility, Jackson, Michigan. Purchaser shall pay all costs of shipment. Delivery to the carrier shall constitute delivery and passage of title to Purchaser, and risk of loss shall pass to Purchaser concurrently with the passage of title.
7. SHIPMENT DAMAGES OR SHORTAGES IN TRANSPORT
Except for obligations stated under “Limited Warranty” herein, Sellers’ responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only. Seller will, however, give Purchaser – reasonable assistance to secure adjustment of Purchaser’s claim against the carrier, provided immediate notice of such claim is given by Purchaser to Seller. Seller cannot and will not honor back charges and urges Purchaser to inspect all shipments before signing a receipt. Claims for shortages must be made in writing within ten (10) days after receipt of goods by Purchaser. If Seller does not receive written notification of such shortages within such ten (10) day period, it shall be conclusively presumed that the goods were delivered in their entirety and accepted by Purchaser without objection. Seller shall not be liable for any incidental or consequential damages in connection therewith. These remedies are Purchaser’s exclusive remedies for shortages and non-conforming goods. Purchaser acknowledges that it consensually waives the specific remedies stated for the delivery of non-conforming goods as stated and as that term is defined within Article 2 of the Uniform Commercial Code. Unless agreed upon otherwise in writing, Seller reserves the right to make partial shipments and to submit invoices for partial shipments.
8. UNAVAILABILITY OF PARTS/MATERIALS
Seller shall not be liable for any loss or damage caused by the unavailability of parts or materials.
9. FORCE MAJEURE
Seller shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Seller including, but without limitation, acts of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes, or labor disputes, or failure of Sellers’ suppliers to meet their delivery promises.
10. LIMITED WARRANTY
Goods and services sold hereunder are covered by a warranty limited to defects in material and workmanship provided the goods and services are subjected to normal use and service. The applicable limited warranty period is six (6) months from date of installation or twelve (12) months from shipping date to Purchaser of any item of the goods, whichever occurs first, or any other warranty period otherwise stipulated in writing by Seller regarding a specific sale. For components not supplied by Seller, the original manufacturer’s warranty shall apply to the extent assignable by Seller. The obligation under this warranty is limited to the repair or replacement, at Sellers’ option, of defective parts provided that prompt notice of any defect is given by Purchaser to Seller in writing within the applicable warranty period. The applicable warranty ceases to be effective if the goods are altered or repaired other than by persons authorized or approved by Seller to perform such work. Repairs or replacement deliveries do not toll or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the Seller or manufacturers.
DISCLAIMER OF OTHER WARRANTIES IF GOODS OR SERVICES DO NOT CONFORM TO THE WARRANTIES LISTED ABOVE, THE PURCHASER’S SOLE AND EXCLUSIVE REMEDY IS, AT SELLER’S SOLE AND EXCLUSIVE OPTION, PURSUANT TO THE LIMITED WARRANTY PROVIDED BY SELLER, THE (1) REPLACEMENT OF ANY DEFECTIVE GOODS OR SERVICES, OR (2) REFUND OF THE PURCHASE PRICE FOR ANY DEFECTIVE GOODS OR SERVICES. THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND MADE IN LIEU OF ALL OTHER WARRANTIES, REMEDIES, RIGHTS OR CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND.
11. RETURNED GOODS
No goods may be returned to Seller with Sellers’ prior written permission. Seller reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after Seller has authorized the return of goods for credit, Seller reserves the right to adjust the amount of any credit given to Purchaser on return of the goods, based on the condition of the goods on arrival to Sellers’ warehouse.
12. TERMS OF PAYMENT
Unless other terms are agreed to in writing, between Seller and Purchaser, invoices are due and payable within thirty (30) days of invoice date. Seller shall assess to Purchaser’s account a handling charge of one and a half percent (1.5%) per month on any open invoices not paid by the thirtieth day following Purchaser’s receipt of the goods or services. If Seller retains an attorney to collect the balance due of any unpaid purchase price of the goods or services, Purchaser agrees to pay, in addition to the unpaid balance due on the invoice, Seller’s reasonable attorney fees and costs and expenses of collection. In addition, if Purchaser makes any counterclaim against Seller, or shall initiate any claim in any court against Seller, and Seller shall prevail in defending any such claim, as determined by the court, Purchaser agrees to pay Seller’s reasonable attorney fees and costs and expenses of defending such claim.
13. GOVERNING LAW
The transaction reflected by this Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Michigan, without regard to conflict of laws provisions, and the parties consent to the jurisdiction of the Michigan courts over this Agreement and over the Seller and Purchaser in any proceeding arising out of any transactions between Seller and Purchaser.
Purchaser hereby agrees to hold harmless and indemnify Seller and its agents, employees, directors, and officers, from any and all expenses, losses, and damages, including legal fees, incurred as a result of claims by third parties claiming through Purchaser against Seller: (a) due to Purchaser’s breach of these Standard Terms and Conditions, or (b) resulting from Seller’s use of any information (such as drawings, descriptions, models, or pictures) related to the design, manufacture, or distribution of the Goods furnished by Purchaser to Seller (e.g., claims of patent infringement, unfair trade practices or competition, or appropriation of proprietary information), or (c) Purchaser’s use, or any end-user’s use of the goods being purchased herein.
15. CONFIDENTIAL INFORMATION
Purchaser shall not disclose any confidential information of Seller, directly or indirectly, nor use such information in any way, without Seller’s prior written consent. All files, records, documents, drawings, specifications, and similar items, whether prepared by Seller or otherwise coming into Seller’s possession (other than from Purchaser), are considered by Seller to be ‘Confidential Information’ and the property of Seller, and shall remain Seller’s exclusive property, unless otherwise agreed to in writing by Seller.
16. ACCEPTANCE OF TERMS AND CONDITIONS
By placing an order for goods or services to be purchased from Seller, Purchaser is conclusively presumed to be fully accepting these Terms and Conditions, including the Limited Warranty provided by Seller. Seller may change its Terms and Conditions in its sole discretion, and the revised Terms and Conditions shall be applicable to any purchases made by Purchaser following the date of such changes. It is Purchaser’s obligation to review the Terms and Conditions applicable to any purchase, at the time of purchase.