STANDARD TERMS FOR SALES OF GOODS OR SERVICES
1.
Formation of Contract. The terms set forth in this form are the
sole terms for the sale of goods and services by Polymerica Limited Company,
LLC and Subsidiaries dba: Global Enterprises, Global El Paso, and Global
Chesterfield (“Seller”), unless otherwise specifically provided for by Seller
in this document, and shall apply to the exclusion of any inconsistent or
additional terms contained in Buyer’s order or acknowledgment or otherwise
proposed by Buyer. Buyer’s acceptance of these terms shall be conclusively
presumed by Buyer’s signature on this form or by Buyer’s submission of a
purchase order in response to this document. Any contract made for the
sale of goods or services by Seller is expressly conditional on Buyer’s assent
to the terms stated in this document. Seller objects to any additional or
inconsistent terms proposed by Buyer.
2.
Price.
a)
Exclusions. The quoted price does not include applicable taxes
such as city, state or federal, sales, use, or excise taxes. Furthermore,
the quoted price does not include any other products, services or work not
specifically described in this document. All taxes and charges shall be
Buyer’s responsibility and may be added to the invoice as a separate and
additional charge to Buyer unless an acceptable exemption certificate is
presented to Seller. Seller shall also have the right to separately bill
Buyer at any time for any taxes and charges that are attributable to this sale,
that the Seller may be required to pay. Buyer shall reimburse Seller on
demand for all those amounts.
b)
Price Increases. The price quoted by Seller shall be subject to
any increases in Seller’s cost of labor or materials occurring after the date
of this quotation and before shipment. The price shall also be subject to
increases to accommodate shipment in more than one lot, in the event Buyer does
not desire shipment at one time of all the goods covered by this quotation.
2.
Payment Terms. Payment in full on all invoices is due thirty (30)
days after invoice date. Invoices not paid within thirty (30) days shall
have a service charge added to the amount due of one and one half percent (1 ½
%) per month. No cash discounts shall be allowed.
3.
Shipping. Unless otherwise indicated, all quoted prices are
F.O.B., Seller’s plant. Freight may be prepaid by Seller at its option
and added to the invoice. Buyer shall promptly inspect all goods received
from Seller and promptly inform Seller of any defects before using the goods.
4.
Limited Warranty and Disclaimer. Seller warrants to the original
Buyer that the goods manufactured by Seller shall be free under normal use from
defects in material or workmanship, except for normal wear and tear, for a
reasonable period of time not to exceed twelve (12) months from the date of
shipment from Seller’s warehouse. This warranty does not extend to future
performance. The determination of whether a defect exists shall be made
solely by Seller. Buyer shall not return any goods to Seller until Seller
has been provided a reasonable opportunity to inspect and sample the goods at
the Buyer’s premises to determine whether a defect exists and whether the goods
should be repaired or replaced. Any shipping cost for returning defective
goods shall be paid by Seller. Any goods returned to Seller shall be
subject to a reasonable charge to cover Seller’s cost of handling, restocking,
and reconditioning the goods to return them to saleable condition. This
warranty shall not cover any article that has been misused, neglected, damaged
or altered after leaving Seller’s possession. Seller’s obligation under
its warranty is limited to Seller’s repair or replacement, at Seller’s sole
discretion, of those goods sold by Seller to Buyer that do not satisfy this
warranty, provided that written notice of the defect is given to Seller by
Buyer within thirty (30) days after the defect is discovered.
DISCLAIMER
NOTWITHSTANDING ANY OTHER PROVISION IN THIS DOCUMENT, SELLER
EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, AND ALSO DISCLAIMS AND EXCLUDES ALL LIABILITY FOR INCIDENTAL,
CONSEQUENTIAL, INDIRECT OR ANY OTHER SPECIAL DAMAGES OF BUYER, INCLUDING LOST
PROFITS, FOR BREACH OF WARRANTY OR OF CONTRACT OR OTHERWISE.
THIS WARRANTY IS THE SOLE AND EXCLUSIVE REMEDY OF BUYER
AGAINST SELLER.
5.
Buyer’s Design Responsibility. This section shall apply to the
extent that Seller’s goods are produced according to Buyer’s
specifications. Buyer acknowledges that Buyer is not relying on Seller in
any way for design or engineering with respect to the products or the adequacy
of the specifications. Seller has no responsibility for design, engineering or
other advice regarding any product specifications provided by Buyer.
Buyer’s responsibility shall include, but not be limited to, responsibility for
determining how parts made by Seller will perform when integrated into an
assembly or subassembly with parts not made by Seller. Buyer shall
defend, indemnify and hold Seller harmless against all product liability,
product recall, and other claims, liabilities and expenses, including but not
limited to actual attorney fees, incurred by Seller arising out of any claimed
design or engineering defect relating to specifications provided by Buyer to
Seller.
6.
Indemnification of Seller (General). Buyer shall indemnify,
defend, and hold Seller and its agents harmless from all claims, liabilities,
and expenses, including but not limited to actual attorney fees, sustained by
Seller or its agents that are caused by any action of Buyer relating to the
goods or services sold by Seller to Buyer.
7.
Indemnification of Seller (Patents). Buyer shall indemnify,
defend, and hold Seller and its agents harmless from all claims, liabilities,
and expenses, including but not limited to actual attorney fees, arising out of
any claim of infringement of a patent, copyright, trademark, trade name, or
other proprietary right, or claim of unfair trade or of unfair competition in
connection with the manufacture, sale, or use of the goods sold to Buyer,
except to the extent that any claim, liability, or expense arises solely from
specifications developed by Seller.
8.
Cure. If a shipment of goods is rejected by Buyer, Seller shall
have the right to cure in any reasonable manner the error, defect, shortage or
other nonconformity giving rise to the rejection.
9.
Tools and Equipment. All tools, jigs, dies, fixtures, patterns and
equipment furnished to Seller by Buyer to perform the contract, or for which
Seller have been fully reimbursed by Buyer, shall remain the property of Buyer
(“Buyer’s Tools and Equipment”). Seller may charge a storage
fee for Buyer’s Tools and Equipment left at Seller’s place of business for more
than 90 days after Seller has completed the manufacturing and delivery of goods
and/or services. All shipping charges for Buyer’s Tools and Equipment
shall be Buyer’s responsibility. Risk of loss during shipment of Buyer’s
Tools and Equipment shall be on Buyer. All other tools, jigs, dies,
fixtures, patterns and equipment used in connection with the goods shall belong
to Seller.
Seller and Buyer agree that Seller shall have a security
interest in Buyer’s Tools and Equipment as security for payment of any sums
owing from Buyer to Seller at any time for any reason. Seller shall have
the right to retain possession of all those items until full payment for the
goods has been made, without affecting any other rights or remedies available
to Seller.
10.
Force Majeure. Any delay or failure of either party to perform its
obligations will be excused if and to the extent that it is caused by an event
or occurrence beyond the reasonable control of the party and without its fault
or negligence, such as: acts of God; restrictions, prohibitions,
priorities, or allocations imposed or actions taken by a governmental authority;
embargoes; fires; explosions; natural disasters; riots; wars; sabotage;
inability to obtain power; or court injunction or order. As soon as
possible (but no more than one full business day) after the occurrence, Seller
will provide written notice describing such delay and assuring Buyer of the
anticipated duration of the delay and the time that the delay will be
cured. During the delay or failure to perform by Seller, Buyer, at its
option: (a) may purchase supplies from other sources and reduce its
schedules to Seller by such quantities, without liability to Seller;
(b) may ask Seller to deliver to Buyer, at Buyer’s expense, all finished
goods, work in process, and parts and materials produced or acquired for work
under the Order; or (c) have Seller provide supplies from other sources in
quantities and at a time requested by Buyer and at the price set forth in the
Order. In addition, Seller, at its expense, will take all necessary
actions to ensure the supply of supplies to Buyer for a period of at least
thirty (30) days during any anticipated labor disruption or resulting from the
expiration of Seller’s labor contracts.
11.
Cancellation or Change. Except as otherwise agreed by Seller in
writing, a sale of goods or services under this document is not subject to
cancellation or change. The following terms shall apply to any
cancellation approved by Seller in writing except as otherwise agreed in
writing:
a)
Any items completed at the time Seller receives a written cancellation notice
from Buyer will be shipped and invoiced at the contract price.
b)
Work on the balance of the order will be stopped as promptly as reasonably
possible and Seller shall be reimbursed for all actual expenditures, commitments,
liabilities and costs, determined in accordance with generally accepted
accounting practice, made or incurred with respect to those items not
completed, plus a profit of 10 percent on those expenses, less any net recovery
to Seller on disposition of returned goods to others within a period of 45 days
after the cancellation. In addition, Seller has the right to recover from
Buyer all damages for cancellation, including but not limited to incidental,
consequential and indirect damages and lost profits.
12.
Waiver. No right or remedy of Seller shall be deemed to have been
waived or renounced, in whole or in part, unless that waiver or renunciation is
supported by consideration and is in writing signed by Seller.
13.
Confidentiality of Seller’s Information. Any information disclosed
by Seller to Buyer is confidential, and Buyer agrees not to use or disclose any
of that information without Seller’s prior written consent except as may be
required by law.
14.
Buyer’s Default. Buyer is in default if any of the following
occurs:
a)
Buyer breaches, repudiates, or threatens to breach any term in the contract
evidenced by this Order or in any other agreement between Buyer and Seller,
including but not limited to a failure to pay all sums when due;
b)
Insolvency of Buyer or filing a voluntary or involuntary petition in bankruptcy
with respect to Buyer;
c)
Appointment of a receiver or trustee for Buyer;
d)
Buyer’s credit becomes impaired; or
e)
Execution of an assignment for the benefit of creditors of Buyer.
15.
Seller’s Remedies. In the event of Buyer’s default, Seller may
exercise any remedies available under applicable law, including but not limited
to:
a)
Seller may require payment in advance;
b)
Seller may suspend performance or cancel all or any part of the balance of any
contract with the Buyer; and
c)
Buyer shall reimburse Seller for all damages suffered due to Buyer’s breach,
including but not limited to incidental, consequential, and other damages, as
well as lost profits, reasonable attorney fees, and court costs.
The
remedies in this document shall be cumulative and in addition to any other
remedies allowed to Seller under applicable law. No waiver by Seller of
any breach or remedy shall be a waiver of any other breach or remedy.
16.
General.
a)
Assignment. Buyer shall not assign its rights or delegate its
duties under this document without Seller’s prior written consent. Seller
may assign to any third party its rights and obligations with respect to Buyer.
b)
Entire Agreement and Amendment. This document contains all of the
terms of the agreement between Seller and Buyer with regard to its subject
matter and supersedes all prior oral or written representations, agreements,
and other communications between Seller and Buyer. The contract evidenced
by this document may be amended only by a writing signed by Buyer and an
officer of Seller.
c)
Severability. All terms shall be enforced only to the maximum
extent permitted by law. If any term is invalid or unenforceable, all other
terms shall remain in effect.
d)
State Law. The sale of goods and services in accordance with this
document shall be governed in all respects by the laws of the State of
Michigan.
e)
Jurisdiction and Venue. Seller and Buyer agree that any action
arising out of the sale of goods or services in accordance with this document
will be brought, heard and decided in Oakland County, Michigan. Buyer
submits to personal jurisdiction in Michigan
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