TERMS AND CONDITIONS OF SALE
These terms and conditions are part of the contract we provided you for the sale of equipment and services. The contract between us is known as #__________ and includes all future amendments to it. The term “us” or “we” refer to Integrated Packaging Machinery, LLC, and the term “you” or “your” refer to _____________.
1. Acceptance: Your acceptance of this contract is limited to the terms and conditions contained in this contract and excludes any different or additional terms and conditions contained in your acceptance. If, for your convenience, your regular purchase order forms are used in accepting this contract or in ordering equipment covered by this contract, our acceptance is expressly conditioned upon our assent to any additional or different terms and conditions contained in such form. Our contract and the below terms will take precedence over any conflicting terms in your contract or purchase order. Any contract made between us is expressly conditioned upon our review and approval of your credit.
2. Terms of payment: The purchase price will be payable in United States current funds as follows (to be determined by us and communicated to you in writing): Net 30 Days.
- 45% down payment upon execution of the contract by both of us
- 50% due prior to shipment to you
- 5% upon acceptance of equipment by you
Payment due upon shipment is to be made when equipment is ready for shipment. If you notify us that you are not ready to receive the shipment. Such delayed shipment is subject to storage and handling charges and is payable upon presentation of invoice. If we are responsible for installation and you delay or interrupt installation, the full balance of purchase price less the cost of completion of installation will immediately become due. If installation is completed, you will reimburse us for any increased costs resulting from such delays. In the event, you do not satisfy the terms of payment outlined herein, we reserve the right to assess a service charge of 1 1/2% per month on the amount due on a pro-rata basis for any partial month on the amount due in arrears, provided there is no conflict with local or state law.
3. Duty and taxes: Unless otherwise agreed, the price stated herein does not include any duties, excise, sales, use, property, retailers, occupation or similar tax. The amount of any such taxes, whether imposed on you or us, will be payable in accordance with the provisions of any statute or rules, regulations, or decisions of any taxing authority or by reimbursing us for such taxes shown on its invoice. If you claim exemption from any sales, use, or similar tax imposed by any taxing authority, you will hold us harmless from any such tax, together with any interest, fines, or penalties thereon, which may at any time be assessed against it by reason of the fact that such equipment or system is held to be taxable by the taxing authority. In the event, you are exempt from such taxes, or should you elect to pay such taxes directly to the taxing authority, then you will provide us with a valid tax exemption certificate or similar document satisfactory in form to us.
4. Risk of loss: Unless otherwise stated on the face of the contract, the equipment will be shipped with risk of loss passing to you upon delivery of the equipment to the carrier, irrespective of installation terms. You will fully insure the equipment against all risks from the time of delivery to the carrier, with policies payable to our benefit. Upon request, you will furnish to us certificates of insurance evidencing such coverage prior to shipment. We will determine method and route of transportation unless otherwise specified. You will pay local transfer, unloading and cartage costs at destination. You will be responsible for filing any damage claims with the carrier as might be required.
5. Prototype; prototype warranty: If we have been contracted to develop a prototype unit for you, then all work performed by us on the prototype unit will be on a time and materials basis. Once you accept and approve in writing that the prototype unit meets your specifications, we will extend our standard performance warranty, as set forth in section 6 below, to any subsequent units purchased by you. This warranty comprises the sole and entire warranty pertaining to the prototype unit, and we make no other warranty, guarantee or representation of any kind whatsoever pertaining to the prototype unit. We hereby expressly disclaim all implied warranties, including, but not limited to, merchantability and fitness for a purpose, or those arising by operation of law, trade usage or course of dealing.
6. Equipment warranty: Except as set forth in section 5 hereof, we warrant that the equipment manufactured by us will conform to the descriptions and specifications set forth herein, and, when used for the ordinary purposes for which such equipment is designed, will be free of defects in workmanship and material for a period of one (1) year from shipment or 2,100 hours of operation, whichever occurs first. During the warranty period and upon satisfactory proof of claim by you, we will replace it f.o.b. to you, or repair it, excluding installation, and any part proving defective in material or workmanship, subject to the following conditions: (a) you will return defective equipment and components to us upon request; (b) this warranty applies only to equipment properly used and maintained and does not apply to any equipment which has been subjected to misuse, neglect or accident, or which has been installed, operated, repaired, altered or modified other than in accordance with instructions or written authorization by us and (c) this warranty does not apply to any equipment or components not manufactured by us, and your sole warranty with respect to such items will be that of the manufacturer, if any. This warranty comprises the sole and entire warranty pertaining to the equipment sold by us, and we make no other warranty, guarantee or representation of any kind whatsoever pertaining to the equipment. We hereby expressly disclaim all implied warranties, including, but not limited to, merchantability and fitness for purpose, or those arising by operation of law, trade usage or course of dealing. We will reimburse you for reasonable freight costs for equipment which the parties agree must be returned to us for repair or replacement covered by the warranties in this section. Warranty does not apply to items considered to be wear items and require regular preventative maintenance and/or replacement.
7. Laws, regulations and codes: The equipment sold by this contract is designed and manufactured to comply with the provisions of the national electrical code and the American national standard institute’s safety standards for conveyors and related equipment (Ansi b20.1) in effect on the date of this contract. Compliance with other federal, state or local laws or regulations, or electrical, building or other codes, standards or requirements, governmental or private, will be furnished only if expressly set forth on the face of the contract. We reserve the right to make changes in the design and specifications of the equipment sold under this contract, or of any component part, to comply with any applicable law, regulation, code or standard, governmental or private, where such compliance is deemed advisable by us, and to adjust in the price charged for the equipment sold under this contract to reflect such changes. We will not be responsible for failure to comply with laws, regulations and codes it has agreed to comply with when such failure results from a condition that was not contemplated at the time of the proposal or from alteration of the equipment by persons other than us or from an option or accessory to the equipment which was available to you but omitted at your direction, or from design or instructions provided by you.
8. Indemnification: The equipment furnished under this contract will be manufactured with our safety features and furnished with user safety instructions. The operation of the equipment with safety features removed or modified and/or the disregard of the user safety instructions is outside of our control and is your responsibility. You agree to indemnity, defend (at your own expense with counsel satisfactory to us), and hold us harmless from any and all claims, demands, liabilities, causes of action, suits, costs, and expenses of any kind or nature (including attorney’s fees) for loss or damage which may be suffered by us as a result of injury to persons (including death) and property including, without limitation, any person injured while riding, sitting, stepping, walking or climbing on the equipment furnished under this contract, arising from: (a) removal or modification to our furnished safety features; (b) the disregard of our furnished user safety instructions; (c) any portion of the equipment which includes your existing equipment or equipment furnished by you; (d) improper use of the equipment; or (e) any information, representation, reports or data furnished or prepared by you.
9. Patents: We agree to indemnify and hold you harmless against charges or claims of infringement of currently existing United States patents owned by third parties in connection with the apparatus manufactured by us for the equipment which is the subject of this contract. You agree to notify us in writing, immediately upon your knowledge thereof, of any charge or claim of infringement and gives us the exclusive control of the defense and settlement of the charges or claims, including the right to defend, settle, or make changes in the equipment to avoid any alleged infringement. You are responsible for charges and claims of infringement where you have modified or combined the equipment under this contract with other equipment and where we furnished equipment in accordance with the drawings and/or specifications furnished by you.
10. Supplied data: You acknowledge that we have relied upon all specifications and other data supplied by you to us in the selection and design of the equipment and the preparation of this contract. In the event the conditions differ from those presented by you and relied upon by us, any warranties or performance guarantees contained herein affected by such conditions will be null and void, unless otherwise mutually agreed upon in writing.
11. Changes and delays: Proposals to amend the detailed specifications may be offered by either party in writing which set forth in detail the specifications involved, the changes to be made therein, and the effect, if any, of such change on price, design, performance, weight, time of shipment, and time of installation. No modification of this contract will be permitted unless it is in writing and accepted by the other party. Should the work be delayed or interrupted by you or other contractors of yours, or failure of you to furnish facilities or apparatus as agreed herein, or for any other reason beyond our control, you will reimburse us for any additional cost resulting from such causes.
12. Force majeure: If, by reason of strikes, non-delivery of acceptable material by suppliers, unavailability of local labor, delay in delivery or non-delivery of acceptable property and/or samples of products furnished by you to be handled, the elements, acts of god, other acts of force majeure or causes over which we do not have reasonable control, we are delayed in completion of the equipment, or installation thereof, as defined in this contract, or we will delay making or be unable to make delivery of goods to be provided to you, no liability will result therefrom and the time of performance under this contract will be extended for a period to be not less than the period of such delay or delays. Nothing contained in this contract will be deemed to require us to obtain equipment from another supplier.
13. Back charges: We will not pay claims for expenses of yours relating to labor and/or material supplied by you.
14. Rejections and claims: You will give us written notice of any rejections or claims for shortage or errors within ten (10) days after your receipt of shipment. All equipment furnished under this contract is custom built for you and is not returnable for any reason except where authorized in writing by us.
15. Cancellation: You may cancel this contract only upon written notice to us and only upon such terms as will indemnify and reimburse us for all loss or damage resulting therefrom, including, but not limited to, our direct costs incurred, overhead, reasonable contract profits, costs, and expenses to which we have become committed for fulfillment of the contract prior to cancellation. We will have the right to cancel the contract if at any time, you do not strictly comply with all payment terms and material conditions of this contract (including without limitation any requirements of progress payments) or you become insolvent or commit any act of bankruptcy within the meaning of United States bankruptcy laws. In the event of such cancellation by us, we will have the same rights of indemnification and reimbursement as set forth in the first sentence of this Section.
16. Installation: Unless otherwise agreed under this contract, material for superstructure, hangers and bracing is to be furnished by you. If we do not provide the installation, it is mutually agreed that any superintendent or technician furnished by us will be subject to your general supervision during the term of any service done for you, and we will have no liability for schedule performance or costs incurred by you to complete the installation. You will furnish all labor, materials and tools required for such services and installation. You remain solely responsible for the installation when such services are provided. It is understood that some reaming of holes and/or realignment of other adjustment in the field may be required and such field labor is for your benefit and account.
17. Mechanical and electrical installation: If installation is included in the price offered in this contract, or is quoted separately, then that price is contingent and based upon consecutive installation of all equipment provided by us. If the installation process is interrupted by circumstances beyond our control, then additional installation costs may be incurred. If specified, equipment installation includes labor, hardware, pipe, wire, heavy equipment rental, and travel and living expenses. This contract is based on straight time only unless otherwise noted. Overtime, holiday, and weekends will be billed in accordance with the standard service rates provided. This contract is based upon a clear area for installation of the equipment, meaning that existing equipment and debris must be removed. If a clear area does not exist at the scheduled time for installation, a change order will be required for any additional time needed.
18. Startup assistance & training: If start-up and commissioning is included in the price, this price is a fixed bid based off from the known scope at the time of bid unless otherwise noted. This contract is based upon having product available to run at the time of start-up. If there are delays in getting products ready to run at the specified times that cause start-up delays, those additional costs will be billed in addition to the contract cost at the standard rate sheet provided.
19. Subcontractors: We reserve the right to use subcontractors in the performance of any portion of the fabrication and/or installation work included in this contract. We will be fully responsible for all acts and omissions of a subcontractor(s) and any person or entity directly employed by the subcontractor(s), and any other parties for whose acts any subcontractor(s) may be liable to the same extent that we are responsible for the acts and omissions of the subcontractor(s) directly employed by us; and that nothing in this contract or any other document will create any contractual relationship between any subcontractor(s) and you or any obligation on your part to guarantee payments to the subcontractor(s), except as may be otherwise be required by law.
20. Limitation of liability: Notwithstanding any of the provisions in this contract or any other documents, in no event will we be liable for any incidental, consequential or special damages of any kind or nature.
21. Entire agreement: When this contract is accepted by you and approved by us, it will constitute the entire contract and there are no oral or other representations or agreements outside of this contract. Neither party will assign this contract or any interest herein without the prior written consent of the other. The laws of the state of Michigan will govern the validity, construction, effect, execution and performance of this contract. We agree that any venue for civil action will be Kent County, Michigan. If any provision or provisions of this contract will be held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining provisions will not be in any way affected or impaired thereby. If these terms and conditions are acceptable, please sign and return a copy of this contract to us. We will then sign the contract and return a fully executed copy to you.