TERMS AND CONDITIONS
PAYMENT TERMS: Standard payment terms are net 30 days, subject to credit approval. Progress payments, as agreed to by both parties, may apply. If the Buyer shall fail to make any payments in accordance with their terms and conditions hereof, Seller, in addition to its other rights and remedies, but not in limitation thereof, may at its option defer shipments or deliveries hereunder, or under any other contract with the Buyer, except upon receipt of satisfactory security or of cash before shipment. It is understood that your interest in tools, NRSU and dies ceases after seven years and is subject to be destroyed seven years after date of your last purchase order. Rule die tolerances apply where steel rule dies are quoted.
RETURNED GOOD WILL NOT BE ACCEPTED WITHOUT AUTHORIZTION AND RMA NUMBER.
NOTICE: A CHARGE OF 1.5% PER MONTH MAY BE ADDED TO PAST DUE ACCOUNTS, ANNUAL RATE OF 18%
NOTICE – IMPORTANT – Disclaimer of Warranty; Due Diligence. The Goods are being sold “as is,” and the Seller disclaims all warranties of quality, whether express or implied, including the warranties of merchantability and fitness for particular purpose: The Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations have been made. The Buyer acknowledges that it has relied solely on the investigations, examinations, and inspections as the Buyer has chosen to make and that the Seller has afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections.
Limitation of Liability: The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Seller has been advised of the possibility of any such damage. In no event will the Seller’s liability exceed the price the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause of action. Seller’s only liability is limited at our option to invoice price or replacement of goods.
CANCELLATION AND RESCHEDULING POLICY –Orders accepted by Seller can be cancelled only upon written consent of Seller and after payment by Buyer of reasonable costs and expenses for the effort expended thereon. We reserve the right to charge 100% of the cost of raw material or tooling and setups that have been ordered or received on any cancelled purchase order. If a purchase order is rescheduled, we reserve that right to immediately charge for tooling already received with a new 30 day invoice. Any rescheduling exceeding the shelf life of raw material already received will incur a 100% cost of the raw material.
SHIPPING DATES: Shipping dates are estimates only. No contract will be made to deliver in a specified time unless signed in writing by an officer of the company. Seller shall under no circumstances be responsible for failure to fill any order or orders when due to: fires, floods war, riots, strikes, freight embargoes or transportation delays, shortage of labor, inability to secure fuel, material, supplies or power at current prices, or on account of shortages thereof; acts of God or of the public enemy; any existing or future laws or acts of the Federal or of any State Government including specifically, but not exclusively, any orders, rules or regulations issued by any official or agency of any such government affecting the conduct of Sellers’ business with which Seller in its judgment and discretion deems it advisable to comply as a legal or patriotic duty, or to any other events beyond Sellers’ reasonable control.
SHIPPING TERMS: The responsibility of Seller ceases upon delivery of goods in good order to the carrier. The Buyer assumes all risk of loss, damage or shortage in transit and any claims based thereon must be filed by the Buyer with the transportation company. Buyer also assumes risk of loss or damage caused by improper storage, handling or layup of equipment prior to startup of the unit.
Regarding quantities, seller reserves the right to ship plus or minus 10% unless noted on purchase order.
Unless otherwise noted on the drawing rma “A3” tolerances apply. Minimum order requirement is $300 per line. Lead times are quoted based on 4M Company Inc.’s good faith estimate of its anticipated ability to deliver products and represent no guarantee that such estimated delivery dates will be met and under no circumstances will 4m company, inc. Be held liable in any way for not meeting an anticipated delivery date.
NRSU: (non-recurring set up) 4M Company, Inc. owns and will remain the sole owner of all tooling, fixtures, jigs or any other apparatus and any related designs, formulas, specifications or prototypes (collectively, the NRSU tools and IP) that now exist or may be developed, refined, modified, improved and used in the manufactures of a customer’s custom molded shape or custom designed seal. All such NRSU tools and IP are and shall remain the sole and exclusive property of 4m company, Inc. And, as such, no right of ownership or license in NRSU tools and IP shall be transferred or transferable to the customer. The NRSU tools and IP are not for sale or license, and this agreement is not an offer to sell or license the NRSU tools or IP to customer. Any written or verbal evaluations of the NRSU tools or IP by customer relating to the customer’s custom molded shape or custom designed seal, and all inventions, product improvements, modifications, or developments by 4M company, Inc., and associated intellectual property rights (including patents, copyrights, trade secrets or know-how), are and will be the exclusive property of 4m company, inc., including without limitation, those that may be based to any degree on customer’s feedback, suggestions or recommended improvements.
AGREEMENT OF SALE: Any of the terms and provisions of Buyer’s order which are inconsistent with the terms and provisions hereto shall not be binding on Seller unless Seller consents in writing and shall not be considered part of the Parties’ Agreement as expressed herein. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may hereafter occur.
The laws of the State of Washington (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement. A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of Washington in King County. Each party to this agreement consents to the exclusive jurisdiction of the courts of the King County, Washington and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it contemplates.
Recovery of Expenses: In any adversarial proceedings between the parties arising out of this agreement or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.
Entire Agreement: This agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
Amendments: No amendment to this agreement will be effective unless it is in writing and signed by both parties.