All sales, delivery of, or quote for, parts, tooling, and/or machinery and equipment is in accordance with the
specifications set forth below and is governed by the following conditions:
- CONTRACT – No contract exists until an order is placed by Buyer, which is accepted by Seller and confirmed with
an acknowledgment of acceptance of the quote. All acknowledgments are a binding contract between buyer and
seller, that shall be deemed executed in the State of Michigan, in the County of Macomb. This contract includes
the Terms and Conditions of Sale set forth herein, whether or not the same are incorporated by reference or
otherwise and regardless of any provisions contained in any other document relating to the sale. If these Terms,
Conditions of Sale and Warranties do not appear on or are in conflict with Buyer’s purchase order, the Seller’s
Terms, Conditions of Sale and Warranties will govern and control. Buyer’s acceptance of these Terms, Conditions
and Warranties shall be conclusively presumed from Buyer’s failure to state expressly his objections in writing at
the time Buyer transmits his order, or sends a deposit to Seller. This contract shall be construed according to the
laws of the State of Michigan. If any subsequent changes are made in methods or designs, the Seller reserves the
right to revise prices and delivery if necessary.
- SECURED PARTY – “Seller”, as used in the Agreement, is intended to mean “Secured Party”, and “Buyer”, as used
in this Agreement, is intended also to mean “Debtor”, as defined in the Uniform Commercial Code.
- CREDIT AND TERMS OF PAYMENT – Terms of payment shall be in accordance with the printed or typed terms on
face the order acknowledgment. In general accounts will be opened only with firms or individuals with approved
credit. The Seller reserves the privilege of declining to make deliveries except for cash whenever, for any reason,
doubt as to the Buyer’s responsibility develops. With approved credit, our usual terms on small custom or
modified standard dies and tools are Net 30. The agreed price herein is based upon the Buyer’s agreement to
accept the delivery of all of the ordered merchandise at the time of completion. Failure of the Buyer to accept
delivery at time of completion will not relieve the Buyer of any obligation for payment. Any calculations of terms
for final payment will be calculated from the date the Buyer is advised that the item is ready for shipment. Items
held for more than two weeks will subject Buyer to storage charges which are due in full within ten (10) days from
date of the invoice. Failure of the Buyer to make payment within said time shall give Seller the option to, cancel
any balance of the order, liquidate the material or equipment and invoice the Buyer for any shortage from that is
owed. Any delay in payment of invoices beyond the agreed to terms shall be subject to a service charge of one
and one-half percent (1½%) per month and may result in credit privileges being revoked. In event Seller is
required to employ a collection agency or an attorney to enforce collection, Buyer agrees to pay all of Seller’s
fees, costs, and expenses, including attorney’s fees and cost of collection agency.
- QUOTATIONS – Delivery quotes are estimates only, based on actual manufacturing time depending on workloads,
available man-hours and the availability of raw materials and supplies. Seller’s typographical and clerical errors
are subject to correction. Until an order is accepted by Seller (by acknowledgment), quoted prices are subject to
change without notice. All quotations, unless otherwise stated, are for immediate acceptance.
- CANCELLATION POLICY – Orders may be canceled by Buyer or deliveries deferred only upon the condition that the
Buyer assume immediate liability and make payment to the Seller for all work completed, work in process on the
basis of percentage completed, raw material and purchased items whether received by Seller or covered by
commitments made by Seller, unamortized tooling, engineering and other cancellation charges incurred on the
basis of cost to the Seller plus handling and overhead charges. Cancellation charges will be estimated and billed at
the time of cancellation or deferment. Final adjustments for cancellation will be made and invoiced or credited
within thirty (30) days of cancellation. Seller reserves the absolute right to cancel the contract (1) upon breach of
contract by the Buyer, (2) upon failure by the Buyer to make any payments required by this contract, (3) upon
insolvency or bankruptcy of the Buyer, (4) if the Seller has good faith doubt to the Buyer’s ability to pay in
accordance with stated terms of payment.
- LIMITED WARRANTY – Seller warrants that the merchandise to be manufactured under the terms of this contract
will be free of defects in workmanship and material for twelve (12) months from the date of shipment provided
the defective part is returned to Seller within ten (10) days after failure of the defective part or equipment. This
warranty is made in lieu of all other warranties, express or implied including, without limitation, any implied
warranty of merchantability or fitness for any particular purpose. Equipment must have been properly installed,
maintained and used under normal conditions. Warranty is offered to original purchaser only, and Seller has sole
right to determine whether defective part shall be repaired or replaced. Purchased parts such as cylinders, valves,
push buttons, motors, etc., are covered by the manufacturer’s Warranty. Normal wear on parts is specifically
excluded from warranty as is breakage of those parts because of inadequate or improper usage. Under NO
conditions will Seller be responsible for down-time, loss of good will, or consequential damages. No parts,
whether under warranty or not, may be shipped to Seller without prior authorization. Any authorized return
shipment must be via the lowest cost method unless authorized by Seller. Title to equipment does not transfer to
Buyer until all obligations are paid in full (SEE SECURITY INTEREST), therefore Seller will be unable to accept any
warranty claims prior to full payment being received. Warranty coverage requires payment within Seller’s agreed
terms. If payment is not received according to terms, warranty shall be null and void and any claims will be
- NO WARRANTIES – Other than those specifically set forth herein or modifications of contract, shall be binding on
either party unless in writing signed by the party to be charged, and no acts or conduct on the part of the Seller or
any of its representatives shall constitute a waiver of any of the terms of this contract.
- CLAIMS – All complaints or claims for nonconformance to specifications or defects in workmanship and material
must be made to Seller, in writing, specifying same in detail. Unless such claim is made within the time set forth,
the merchandise shall be deemed to have been delivered in satisfactory condition and in accordance with
specifications and the terms of this contract. Buyer shall afford Seller prompt and reasonable opportunity to
inspect merchandise as to which any claim is made. The liability of the Seller for any cause whatsoever shall be
limited to the repair or replacement of any defective merchandise. If such claim is sustained and material
furnished is not as ordered to the satisfaction of both parties, the Seller, at sole discretion of Seller, shall repair,
replace, or credit. Under no circumstances will the Seller be liable for damages or any claims for consequential
damages, down time, loss of good will, or expense involved in fabrication done on production products. Seller will
not allow claims for defective goods on those parts further processed by the Buyer and resulting in change of
either dimensions or characteristics from parts as ordered. Buyer is required to report claims for shortages
discrepancies and/or defects within 48 hours to Seller.
- DELAYS – Seller shall not be liable for failure to deliver or delays in delivery including, manufacturing delays and
exceeding estimated completion times, in addition to causes beyond Seller’s control, including without limitation,
fire, flood, labor disputes, act of public enemy, act of governmental authority, shortage of delays in receipt of raw
materials, acts of God, machinery breakdowns, or delays of carriers or suppliers. In the event of any delay in
delivery due to such causes, unless otherwise agreed, the time for delivery shall be deemed extended.
- SHIPMENT – In ordering, the Buyer should state explicitly the method of shipment preferred and, in the absence
of shipping directions, the Seller will use discretion, normally shipping via United Parcel Service when packages
are small, or common carrier, for larger and/or heavier shipments. Shipments will be insured at Buyer’s expense.
All prices quoted for equipment are FOB shipping point.
- RISK OF FREIGHT LOSS & FREIGHT CLAIMS – Risk of loss or damage from the time of shipment is assumed by the
Buyer. Unless otherwise specified by Buyer, Seller will select a regular insured commercial freight carrier and
arrange for shipment costs to be charged to Seller and added to Buyer’s invoice. Common carrier shipments are
“freight collect”, Seller will invoice Buyer for equipment cost, and Carrier will collect payment for shipment and
insurance direct from Buyer. All packages and shipping containers must be inspected for damage upon arrival at
Buyer’s plant. Any damage must be noted on the freight papers and reported immediately to the freight carrier.
The damaged container must be kept in order to make an insurance claim. Taking a photograph of a damaged
container is always a good practice. Failure of the Buyer to fully document and report any damaged and/or
missing parts at the time of receipt may cause the freight carrier to reject the claim leaving the Buyer fully
responsible for the loss.
- PATENTS – It is not the intention of the Seller to manufacture any product which is an infringement of a patented
article. Where Buyer supplies specifications for parts to be made by Seller, or where Seller makes Tools, Dies or
other equipment to produce such parts, it is agreed that the Buyer will defend and save harmless the Seller from
any and all expense involved in any claims for damages from infringements of letters patent by the manufacture
of such parts or the manufacturer of equipment to produce those parts.
- ENGINEERING CONSIDERATIONS – Where a die (or machine or parts which will require insertion of parts cutoff or
supplied by other suppliers) is constructed, actual production SAMPLES must be supplied for fit-up or try-out
purposes. Where dies are going to be used in HYDRAULIC PRESS, PUNCH PRESS, IRONWORKER, or machine, Buyer
must supply Seller with all information concerning SHUT HEIGHT, STROKE, TONNAGE, ADJUSTMENTS,
CLEARANCES – left to right and front to back, the size and position of all shank holes, rams, bolster plate holes,
frame parts and any other obstructions. Note: Hydraulic Presses usually cannot be used for a die where loading is
considerably off center. Where a machine or die requiring ELECTRICITY OR AIR is to be constructed, Buyer must
advise Seller of the STANDARD VOLTAGES available in its plant and the pressure and AVAILABLE CFM of its
compressor. If not supplied Seller will assume that buyer has sufficient available CFM at a minimum of 100 PSI to
handle the job.
- DESIGN – All detailed blueprints of tools are considered proprietary property of Seller and if copies are desired,
should be negotiated PRIOR to ordering. Seller GRANTS NO RIGHTS to Buyer for manufacture or reconstruction of
proprietary assemblies or components thereof whether or not the assemblies or components are covered by one
of Seller’s patents. All prints and drawings furnished at any time by Seller are for maintenance and repair only.
Seller reserves all rights in equipment design and methods of utilization thereof, except those granted to Buyer by
operation of law.
- PRODUCTION ESTIMATES – Production estimates are estimated only, based on our understanding of the material
handling and equipment operation. Seller makes NO GUARANTEE that actual production rates achieved in Buyer’s
plant will meet the estimates.
- TRAINING AND OR INSTALLATION – Unless otherwise stated training and/or installation ARE NOT INCLUDED in
prices quoted. However, both are available either in the field or at our factory. If interested please request a
- TOLERANCES – All dimensions must be limited by specified tolerance. When not specified, it is understood that
commercial tolerances apply. When Buyer purchases pursuant to his own specification, the Seller will not be
responsible for the design and fitting of parts: the conforming of the Seller’s product to the specified tolerances is
sufficient evidence as to the correctness of the product. Where tolerances on production parts are closer than
commercial limits, or when dimensions cannot be readily gauged with micrometers, such gauges may be
furnished by Buyer or supplied by Seller at an extra charge. Tooling built to manufacture parts to meet a
customer’s blueprints, which produces parts that conform to the tolerances specified, is sufficient evidence as to
the correctness of the product.
- SAFETY – Seller is concerned about the safety of Buyer’s however, it is impossible or impractical, in most cases, for
Seller to build guards for dies which will be used in a punch press. These require that the press or machine, itself,
be guarded so that no one can reach in or place any part of their body into the press or machine while the press
or machine is cycling. Note: Federal Law Provides: “IT SHALL BE THE RESPONSIBILITY OF THE EMPLOYER
TO PROVIDE AND INSURE THE USAGE OF “POINT OF OPERATION GUARDS” OR PROPERLY APPLIED AND ADJUSTED
POINT OF OPERATION DEVICES ON EVERY OPERATION PERFORMED ON MECHANICAL POWER PRESS.” Seller does
not warrant that any safety devices or features if supplied with its equipment meet the requirements of any local,
state, federal, or foreign laws or regulations, including those issued under OSHA. Should the Buyer require any
additional devices or features, they should be specifically identified, and Seller will amend its quotation
- INDEMNITY – Buyer shall use and shall require its employees to use all safety devices, guards, and proper safe
operation procedures as set forth in manuals and instructions furnished by Seller or required by the Occupational
Safety and Health Administration (0SHA). Buyer shall not remove or modify any such device, guard or warning
sign. Buyer shall notify Seller promptly and in any event within seven days, of any accident or malfunction
involving Seller’s product which results in personal injury or damages to property and shall cooperate fully with
Seller on investigating and determining the cause of such accidents or malfunctions. Buyer agrees to indemnify
and save Seller harmless from any claim arising from such accident or malfunction.
- COMPLIANCE WITH LAWS – Seller agrees to comply with all applicable State, Federal and Local Laws, Rules and
Regulations and Fair Labor Standards Act of 1938 as amended. Executive Order 11246 Equal Employment
Opportunity Act as amended.
- SEVERALTY – Each provision of this contract is severable from every other provision, and if any provision should be
held to be unenforceable or void, it shall be treated as if deleted here from, and the remainder of this contract
shall be enforced according to its terms.
- SECURITY INTEREST – This agreement is intended to and does create, and Buyer grants to Seller, a security
interest in the merchandise herein above described to secure the performance or payment of the obligations of
the Buyer to Seller hereunder. Seller shall have the right in addition to all others it may possess, at time, for credit
reasons, to withhold shipments, recall goods in transit, and retake and repossess all tooling, parts, and goods
which have been delivered to the Seller and for these purposes Seller retains title until he has received payment
in full. Buyer hereby represents and warrants, in writing, that it is solvent within the meaning of the Federal
Bankruptcy Law and can pay its debts as they become due and in the event of misrepresentation of said solvency
Seller will be entitled to reclamation of all goods not paid for.
- CONTRACT – This contract constitutes the entire understanding and agreement between Seller and Buyer with
regard to all matters herein. There are no other agreements, conditions or representations, oral or written,
express or implied, with regard thereto. This contract may be amended only in writing, signed by both Seller and
- ANTI-CORRUPTION; EXPORT CONTROLS – Buyer agrees that it shall, and that any party retained by the Buyer
shall, comply with all applicable laws including, but not limited to, laws prohibiting public corruption and
commercial bribery. Buyer further agrees that it shall and that any party retained or paid by the Buyer shall,
comply with all applicable export controls, economic sanctions, embargoes, and regulations regarding the export,
re-export, distribution and sale of the Products, including without limitation U.S. Export Control laws. Regulations,
policies, and executive order as may be amended from time to time. Buyer further agrees that it shall not, and any
party retained or paid by Buyer shall not export or re-export the Products, directly or with its knowledge,
indirectly into Sudan, Cuba or Iran or to any other country for which the United States government (or agency
thereof) may require an export license or other approval or any country, person, or entity to which such export or
re-export may be prohibited by applicable United Stated law, regulation, policy or executive order. Failure to
comply strictly with all applicable laws relating to embargoes, sanctions, export or re-export shall be grounds for
immediate termination of this Agreement by Seller. Notwithstanding anything to the contrary contained in any
agreement between Seller and Buyer or in any other document (including purchase terms and conditions) or
instrument relating to the products, Seller will not comply with requests related to the boycott of any country or
other jurisdiction, except to the extent such boycott is required by or otherwise not consistent with United States
- CONFLICT MINERALS- Must be in conformance with the Dodd-Frank Act, Section 1502.
- CHANGES – Whenever possible Seller will try to accommodate details, and modifications desired by our
customers. However modifications that are above and beyond those originally quoted will be charged on a time
and material basis.
- FAIR LABOR STANDARDS ACTS – Seller hereby certifies that these goods were produced in compliance with all
applicable requirements of Section 6, 7, and 12 of Fair Labor standards act, as amended, and of regulations and
orders of the United States Department Of Labor issued under Section 14 thereof.
- F.O.B. – Shipping point, 25700 D’Hondt Court, Chesterfield, MI 48051, unless otherwise noted. (Items and
machines, not manufactured by Seller will be F.O.B. manufacturer or other distribution center).
*We withhold the right to change, modify or withdraw content of these terms & conditions at any time with or without notice.