All sales of Slater Tools products are subject to the following Terms and Conditions:
1. DEFINITIONS. The word “Seller” as used herein shall mean Slater Tools. The word “Buyer” shall mean the party to whom the Slater Tools product is sold. The term “Product” means machines, pars, tooling and any other equipment sold by the Seller.
2. ACCEPTANCE. All contracts and orders are subject to final acceptance at the Home Office of the Seller at Clinton Township, Michigan.
The terms and conditions herein contained, any additional “Supplement to Terms and Conditions of sale” and terms and conditions stated in the Seller’s quotation shall constitute the only agreement between the Seller and the Buyer. Any terms and conditions originating with the Buyer are hereby expressly rejected and shall not become part of the contract between the Buyer and Seller. The Seller’s quotation is made subject to prior sales with third parties. In any event, said quotation will become void if not accepted by Buyer within 30 days from the date of the offer.
Seller reserves the right to hold shipment of telephone or oral orders until written confirmation has been received from Buyer. Buyer assumes full responsibility for inaccurate or incomplete data supplied on special orders.
3. PRICES. All prices are subject to change without notice at any time and are based in part on the applicability of the Terms and Conditions set forth herein.
Prices are F.O.B. point of shipment. Prices are those in effect at the time the order is received at Slater Tools Inc., Clinton Township, Michigan. Errors and omissions of any kind are subject to correction. Seller reserves the right to cancel Buyer’s order at Seller’s discretion.
4. TAXES. Prices do not include any sales, us, excise, property or other such taxes that may be levied on the transaction by local, states, federal or foreign governments. Any taxes Seller is required to collect from the Buyer will be added to the invoice or billed separately to the Buyer.
5. TERMS OF PAYMENT. Unless otherwise specified in the Seller’s quotation, the terms of payment will be net cash thirty (30) days from date of invoice, subject to credit approval by Seller’s credit department. Late charges at the rate of 1.5% per month (18% annually) may be charged on past due accounts.
6. PRODUCTION ESTIMATES. Any projected production figures and performance data are estimates, and do not constitute a guarantee of production.
7. DELIVERY. Delivery dates are subject to revision at any time due to causes beyond the Seller’s control. These would include, but are not limited to, delay in the receipt of purchaser’s signed order or complete specifications, fire, shortages of material, transportation delays, strikes, failure of suppliers or subcontractors to meet delivery schedules, war, riots, and any action by or prior system imposed by authority of any government agency. Any delay or non-delivery caused by the foregoing shall not result in liability for the Seller.
Buyer by acceptance of the products grants a security interest to Seller in such products until paid in full together with all of the rights and remedies of a secured party under the Uniform Commercial Code.
No claim relating to quantity, condition, loss, or damage to the product made by Buyer will be accepted by Seller after thirty (30) after date of shipment.
8. DISCLAIMER- UNDER NO CIRCUMSTANCES WILL THE SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGE OR EXPENSE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURIES AND LOSS OF PROFITS ARISING IN CONNECTION WITH ANY CONTRACT OR WITH THE USE, ABUSE, UNSAFE USE OR INABILITY TO USE SELLER’S PRODUCTS.
Seller’s maximum liability shall not exceed and Buyer’s remedy is limited to either:
(a) Repair or replacement of the defective part or product at the Seller’s option;
(b) Return of the product and refund of the purchase price, and such remedy shall be the Buyer’s entire and exclusive remedy.
The sole purpose of the stipulated remedy shall be to provide the Buyer with free repair or replacement of defective products, or refund of the purchase price, in the manner provided herein. 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 defective products, or to refund purchase price, in the prescribed manner.
9. INDEMNIFICATION. Buyer agrees to indemnify and hold Seller harmless from any and all liability, loss or damages which Seller may suffer as a result of claims, demands, costs or judgments made against Seller arising out of any use whatsoever of the product sold pursuant to this Agreement, which liability, loss or damages, claims, demands or judgments are based upon or result from:
(a) Any alteration or modification of the product by Buyer, Buyer’s officers, agents or employees; or
(b) The failure of the Buyer, Buyer’s officers, agents or employees, to follow manufacturer’s instructions, warnings or recommendations which are communicated by Seller to Buyer in any form before, during or after the time of this sale; or
(c) The failure of Buyer, Buyer’s officers, agents or employees to comply with federal, state, or local laws or regulations applicable to the use of such machinery or equipment, including but not limited to the 1970 Occupational Safety and Health Act as amended; or
(d) The failure of Buyer, Buyer’s officers, agents, or employees to properly train and instruct anyone using such machinery or equipment.
10. CANCELLATION. Upon written request from Buyer to cancel all or part of an order, the Seller will stop all work as promptly as possible. Any and all work that is complete on the date of notification in writing to stop work or cancel, shall be invoiced and paid in full for all engineering work, all work in process and raw materials, all supplies and commitments made by Seller in connection with the order, less such allowances as the Seller may be in a position to make for any standard components and for the balance of the material as scrap.
11. PROPERTY RIGHTS. Seller retains for itself any and all property rights in and to all designs, engineering details and other data pertaining to any equipment designed in connection herewith and to all rights of discovery, invention or patent rights arising out of work done for the Buyer. The Buyer expressly agrees that it will not assert any property rights therein, except the rights for itself and subsequent owners to use the equipment. Any prints, brochures, drawings or other information furnished to the Buyer by the Seller are intended solely for the confidential use by the Buyer and shall remain the property of the Seller, and shall not be used to the detriment of the Seller’s competitive position.
12. RESERVATION OF RIGHTS. Seller reserves the right to make subsequent improvements and changes in design in its products without imposing any obligation to make such changes or improvements upon products sold to the Buyer.
13. INSTALLATION COSTS. All costs incident to installation or erection or both of any products shall be borne solely by Buyer.
14. INTERPRETATION. Any contract resulting from Seller’s quotation or acknowledgment of Buyer’s purchase order shall be governed by and construed in accordance with the laws of the State of Michigan.
15. CLAIMS. All claims for repair, replacement, or refund as a result of any defective parts or product shall be made within thirty (30) days of receipt of such product by Buyer.
SLATER TOOLS INCORPORATED