DYNAMIC MANUFACTURING COMPANY, INC.
TERMS AND CONDITIONS OF SALES & PURCHASING
1. ACCEPTANCE: The Purchase Order constitutes an offer which can be accepted by seller only under its exact Terms and Conditions by (1) commencing work on any products or terriers ordered. (2) shipping any of the products or providing any of the services ordered or (3) by Seller's acknowledgement (by its acknowledgement form or otherwise) to Buyer. No provisions of Seller's acknowledger CM, which conflict with or are additional to the Terms and Conditions of this Purchase Order shall apply. When accepted, this Purchase Order shall be the sole and entire contract.
2. PRICES AND EXTRA CHARGES: Sellers prices shall not be (I) higher than the prices stated on Purchase Order: and (2) shall be lower of Seller's prices for products or services if the grade and quality are lower than the Purchase Order prices. Seller's prices. where no prices are stated, shall be (I) Seller's lowest prices for products or services of like grade and quality or (2) the fair market prices of the products or services whichever are lower in all events Buyer shall receive the benefit of all price reductions by Seller. Buyer shall not be liable for any extra charges including but not limited to charges for drayage. freight, packing storage, taxes. tooling or local maintenance unless specifically agreed to in writing. For orders placed with Dynamic Manufacturing Company, we reserve the right to apply up to a 5% of the total order surcharge for orders pushed out beyond 1 year from the original order date.
3. TOOLS: When tools are quoted, payment does not convey title or right to remove them from our possession. If a reorder is not received after a lapse of twenty-four (24) months we reserve the right to dispose of the tools and subsequent orders can be quoted including a charge for new tools. If the Buyer desires the tools upon completion of the order, Buyer shall have the right to remove them upon payment to the Seller of an additional 50% of the invoiced price of the tools. Tools quoted $500.00 or less are not subject to removal.
4. DELIVERY: Estimates of delivery are based on Seller’s information at the time, but cannot be guaranteed, nor will Seller be responsible for any delays performance including, but not limited to, fires, strikes, floods, accidents, delays of carriers, failure of Seller’s suppliers to meet delivery promises, acts of God, war, riot, embargoes, acts of civil or military authorities, breakdown of machinery, storm or any other circumstances or cause beyond the control of the Seller in the reasonable conduct of its business.
5. CLAIMS: Any claims that goods have not conformed to specifications will not be accepted without prior written authorization from Seller within fourteen days of the receipt by Purchaser of such goods; otherwise, any such claims shall be deemed to have
been waived by Purchaser. If Purchaser complies with the above notice requirements, Seller’s liability shall be limited to refunding the purchase price of the goods in question. No damages or charges of any kind, either for labor, expenses or otherwise, suffered
by Purchaser in repairing or replacing goods will be allowed.
6. EXCLUSION OF WARRANTIES: There is no warranty of any kind, express of implied, and specifically there is no warranty of merchantability or of fitness for purpose.
7. PRICE: Additional charges may be incurred if Seller is not advised of multiple shipments or specified paperwork at time of quotation. Blanket orders may be subject to price change due to increased labor or material cost. Blanket orders will be accepted as a one year contract and will be shipped by the anniversary of order date.
8. PATENTS: If any product supplied by the Seller hereunder is made in accordance with materials, designs or specifications furnished or designated by the Purchaser which allegedly infringes any United States patent, the Purchaser shall indemnify the Seller against any judgment for damages and costs which may be rendered against the Seller in any suit brought on account of the alleged infringement of any United States patent by such product or by such materials designs or specification; provided that prompt written notice be given to the party from whom indemnity is sought of the bringing of the suit and that a opportunity be given such party to settle or defend it as that party may see fit and that every reasonable assistance in setting or defending it shall be rendered. Neither the Seller nor the Purchaser shall in any event be liable to the other for special, indirect, incidental or consequential damages arising out of or resulting from infringement of patents.
9. CHOICE OF LAW: These Terms and Conditions of Sale shall be governed and construed in accordance with the State of Connecticut.
10. EXCLUSION OF PAROL AND EXTRINSIC EVIDENCE: These written Terms and Conditions of Sale are intended as the final expression of the contract of the Seller and Purchaser and parol or extrinsic evidence is inadmissible to explain, vary or contradict the express terms of same.
11. SAMPLES: If requested the Seller will submit samples for approval when commencing operation upon any order, but does so with the understanding that his machines are to be run immediately after they are set correctly to customer’s specifications and he will
assume responsibility for having the product in conformity with the original specification during the period necessary in which to obtain customer’s approval. Any change in specifications can be made only at customer’s direction and expense.
12. CANCELLATIONS: Buyer may cancel this Purchase Order for cause. in whole or in part, without any obligation or liability on the pan of Buyer. Cause includes, without limitation, (I) Seller's breach of any provision of this Purchase order including, without limitation, the failure to deliver on time delivery of nonconforming products or services or the breach by Seller of any warranties, (2) Seller's insolvency or bankruptcy or (3) any cause or condition beyond Buyer's control including, without limitation, acts of God, the public enemy, accidents, explosions, tires or other casualties, wars, riots. embargoes., epidemics. shortages, unusually severe weather, governmental action, transportation difficulties, strikes. lockouts, other labor difficulties, the inability to obtain necessary materials and the failure of Buyer's suppliers to deliver or perform ("Force, Majeure”).
13. INSPECTION: Seller shall employ adequate quality control procedures and comply with the quality control procedures provided by Buyer. Buyer shall have the right to inspect and test all products and services and reject or revoke acceptance of nonconforming products and services either before shipment, upon delivery, or at any time after delivery. Buyer’s right of inspection and revocation of acceptance shall survive the acceptance of and the payment for the produces or services and shall survive any resale by Buyer. Seller shall be responsible for all rework charges relating to defective material including defective material shipped to buyer's customers.
14. WARRANTIES: Seller represents and warrants that Seller has special skills and that Buyer is relying on the skill and judgment of Seller no select and furnish suitable products or services, All written or oral statements of seller as to functions, quality, suitability and use of the products or services are warranties of Seller. Seller represents and warrants that all products (including packaging) and services (including construction work) provided under this Purchase Order shall (1) fully strictly conform to the specifications, (2) be free of defects (3) be of good material and workmanship and (4) are merchantable and fit for the general and particular purpose for which they are required if any products or services are nonconforming. Seller shall. if Buyer requests, promptly and without charge, repair or replace the products or provide replacement services. Seller shall he liable for all direct incidental and consequential damages resulting from nonconforming products or services of breach of any other warranties or provisions of this Purchase Order.
15. SPECIFICATIONS: Specifications describe the products or services to be furnished including, but not limited to descriptions or the dimensions. finish, functional characteristics, general quality material. manufacturing methods, quality control procedures and tolerances of the products or services covered by this Purchase Order. Specifications are furnished in various forms included but not limited to blueprint, catalogs, designs, drawings. engineering instructions. quality, control procedures and written specifications. If in any specification or instruction, in whatever form, supplied by Buyer appears to be in conflict with another specification or instruction or is insufficient or unclear, it shall he the duty of Seller to request clarification from Buyer. Buyer shall be the final judge of weather the products or services are nonconforming under the specifications aid under this Purchase Order.
16. Supplier Quality System -The Supplier shall maintain a certified or Buyer approved Quality System. The Quality System shall include, but is not limited to, requirements for the following: Control of Documented Information; Operational Planning and Control; Requirements for Products and Services; Control of Externally Provided Processes, Products, and Services; Production and Service Provision; Release of Products and Services; and Control of Nonconforming Outputs. The Supplier shall also ensure that persons are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.