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Terms of Sale
All sales of PASS PUNCH & DIE INC. products are made on the following terms and conditions. The product or products being sold by PASS PUNCH & DIE INC. are referred to below as the
“goods”, and PASS PUNCH & DIE INC. is referred to as “Seller”.
1) Agreement. If Buyer has not otherwise agreed to these terms of sale, Buyer’s acceptance of delivery of, or payment for, the goods will constitute
Buyer’s agreement to these terms.
2) Payment Terms. Unless otherwise specified on the reverse side, payment in full of the price is due thirty (30) days after shipment, without discount,
except that if Seller determines that Buyer’s financial condition or credit rating does not justify a sale on credit, Seller may require advance payment or may ship C.O.D.. Any payment not
made when due shall accrue a late charge of 1-1/2% per month. Payment must be made to Seller’s P.O. Box in Marne, Michigan.
3) Delivery and Risk of Loss. Delivery will be F.O.B. Seller’s plant or other point of origin, but risk of loss of the goods shall pass to Buyer upon
identification of the goods to this contract. Shipping dates are estimates only, and time is not of the essence. Seller may ship all of the goods at one time or in portions from time to time.
Seller shall have the right to determine method of shipping and routing of the goods, unless otherwise specified by Buyer.
4) Taxes. Seller’s price does not include any privilege, occupation, personal property, value added, sales, excise, use or other taxes, and Buyer shall
be liable for such taxes, whether or not invoiced by Seller.
5) Unavoidable Delay. If Seller is unable to finish and ship the goods to Buyer on time because of anything Seller cannot control (such as casualty, labor
trouble, accidents or unavailability of supplies or unavailability of transportation), the estimated delivery time will be extended accordingly, and Seller shall not be liable to Buyer for any
damages caused by the delay.
6) Changes. Seller shall have the right to make design or engineering changes to its parts, equipment, processes and methods of manufacture, but shall make
no changes in operational or dimensional specifications submitted by Buyer without Buyer’s prior approval.
7) Defects; Remedies. If any item of the goods that has been properly installed and not subject to abuse or misuse proves to be defective (as defined below)
within the Applicable Warranty Period after date of manufacture, and if Buyer returns the goods to Seller, within that period, F.O.B. Sellers plant, then Seller shall, at Seller’s option,
either repair or replace the defective item, at Seller’s expense. An item shall be considered “defective” if it is found by Seller to have defective materials or workmanship and
if the defect materially impairs the value of the goods to Buyer, except that if Buyer shall have approved a sample or drawings of, or specifications for, the goods, then the goods shall not be
defective to the extent they conform to the sample, drawings, or specifications. This paragraph sets forth Buyer’s sole and exclusive remedies for any defect in the goods. The Applicable
Warranty Period for all goods is thirty (30) days from date of shipment.
8) Limitations. EXCEPT AS STATED IN PARAGRAPH 7, SELLER MAKES NO WARRANTIES AS TO THE GOODS AND, IN PARTICULAR, MAKES NO WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE, AND BUYER IS SOLELY RESPONSIBLE FOR DETERMINING THE PROPER APPLICATION AND USE OF THE GOODS. Seller shall have no tort liability to Buyer with respect to any of
the goods and shall not be liable for consequential or incidental damages arising from any product defect, delay, nondelivery or other breach. Buyer shall have no right of rejection or of
revocation of acceptance of the goods.
9) Solvency and Security Interest. Buyer represents that Buyer is solvent. Seller retains a security interest in the goods to secure payment of the price and
all other indebtedness now and in the future owing by Buyer to Seller. At Seller’s request, Buyer will sign and deliver to Seller a financing statement evidencing this security
interest.
10) Permits and Compliance. Seller is not responsible for obtaining any permits, inspections or licenses required for installation or operation of the goods.
Seller makes no promise or representation that the goods will conform to any Federal, State, local, foreign or other laws, ordinances, regulations, codes or standards.
11) Safety Features. Buyer shall install and operate the goods properly and according to the machine manufacturer’s operating instructions. BUYER IS
SOLEY RESPONSIBLE FOR DETERMING THE PROPER APPLICATION AND USE FOR THE GOODS.
12) Resale. The goods are not intended for resale and the Seller does not authorize any resale of the goods by Buyer.
13) Quantities. Any claim by Buyer that Seller failed to deliver the agreed-upon quantity of goods must be submitted to Seller in writing within ten (10)
days after Buyer receives the goods. If Buyer fails to do so, it will be conclusively presumed that the proper quantity was delivered.
14) Cancellation. Buyer has no right to cancel its agreement to purchase the goods from Seller. If, however, Seller agrees in writing to permit cancellation,
Buyer will immediately pay to Seller a cancellation charge in an amount equal to the purchase price less allowances (in amounts determined by Seller) for (a) the realizable value to Seller of any
standard components purchased or ordered by Seller before cancellation, (b) the realizable scrap value to Seller of the remaining material and tooling purchased, fabricated or ordered by Seller
before cancellation, and (c) any direct labor costs saved by Seller by reason of the cancellation.
15) Indemnity. Buyer will indemnify and hold harmless Seller from and against all damages, losses, claims and expenses, including attorney fees, incurred by
Seller as a result of (a) any breach by Buyer of any of its obligations under these terms of sale, or (b) any claimed unfair competition or patent, trademark or copyright infringement or any other
claim resulting from Seller’s manufacture of the goods to Buyer’s specifications.
16) Seller’s Rights. Seller has all rights and remedies given to sellers by applicable law, and Seller’s rights and remedies are cumulative and
may be exercised from time to time. No waiver by Seller of any right on one occasion will be a waiver of any future exercise of that right.
17) Time for Bringing Action. Any action by Buyer against Seller for breach of this Agreement or for any other claim arising out of or relating to the goods
or their design, manufacture, sale or delivery must be brought within one year after the cause of action accrues.
18) Applicable Law. This agreement between Seller and Buyer shall be considered to have been made in the State of Michigan, and it shall be governed by and
interpreted according to Michigan Law. Any action arising out of or relating to this agreement may be brought to any federal or state court in Grand Rapids, Michigan, having jurisdiction of the
subject matter, and Buyer irrevocably consents that any such court shall have personal jurisdiction over Buyer and waives any objection that the court is an inconvenient forum.
20) Complete Agreement; Amendment. The terms on the reverse side and these standard terms, together with any distributor agreement between buyer and seller
relating to the goods which is currently in effect, contain the entire agreement between Buyer and Seller. Any change to this agreement must be signed in writing.
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