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U.S. 800-626-6653

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Canada 800-387-6600

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sales@dme.net

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www.dme.net

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Mold Bases and Plates

Terms and Conditions of Sale

Mold Bases and Plates

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Terms and Conditions of Sale

1. FOB POINT / PRICES:

Products are sold EXW Madison Heights.

Any taxes are in addition to the prices and may be invoiced later.

2. SHIPPING SCHEDULE:

The shipping schedule is our current estimate

of delivery dates and we agree to use reasonable efforts to comply

with the schedule.

3. WARRANTY:

(a) Any DME trademarked or tradenamed product or part thereof

manufactured by or for us which, under normal operating conditions

in the plant of the Buyer thereof, proves defective in material or

workmanship, as determined by our inspection, within 12 months

from the date of shipment will be replaced or repaired free of charge

to Buyer.

This warranty is contingent upon the following conditions:

that we

promptly receive notice of the defect; that Buyer establish that the

product has been properly installed, maintained, and operated within

the limits of related and normal usage as specified by us; and that,

upon our request, Buyer will return to us at our expense the

defective product or part thereof.

(b) The terms of this warranty do not in any way extend to any

product or part thereof which have a life, under normal usage,

inherently shorter than 12 months.

(c) The conditions of actual production in each end user’s plant

vary considerably. Therefore, descriptions of the production or

performance capabilities of any product or software materials

are estimates only and are not warranted.

4. EXCLUSIONS OF WARRANTIES:

THE WARRANTIES TO REPAIR OR REPLACE DEFECTIVE PRODUCTS

OR PARTS AS SET FORTH IN PARAGRAPH 3, AND ANY ADDITIONAL

WARRANTY EXPRESSLY STATED TO BE A WARRANTY AND SET

FORTH IN WRITING AS PART OF THESE TERMS HEREIN ARE IN LIEU

OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANT-

ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. LIMITATION OF REMEDIES AND LIABILITIES:

UNDER NO CIRCUMSTANCES SHALL WE OR ANY AFFILIATE OF

OURS HAVE ANY LIABILITY WHATSOEVER FOR INCIDENTAL OR

CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED OR ARISING

(INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY OR

OTHERWISE), such as, but not limited to, loss of profit or revenue;

loss of use of the product, part thereof; cost of capital; cost of

replacement equipment; claims that the warranty failed of its

essential purpose or claims resulting from contracts between Buyer,

its customers and/or suppliers. Unless expressly provided for herein,

in no event shall we or any affiliate of ours assume responsibility or

liability for (a) penalties, penalty clauses or liquidated damages

clauses of any description, (b) certifications or (c) indemnification of

Buyer or others for costs, damages or expenses arising out of or

related to the product or part thereof.

6. CANCELLATION:

Unless otherwise agreed, Buyer may cancel all or

any part of the order by written notice received by us before our

completion of the order or applicable portion of the order. On receipt

of such notice, all work on the order or part thereof canceled will be

stopped as promptly as is reasonably possible. Buyer will then be

invoiced for and will pay to us a cancellation charge. For completed

items, the charge will be equal to their established prices. For items

not completed, the charge will be equal to our full cost plus a

premium in addition to a charge for any packing and storage and

less a credit for the balance of the material as scrap.

7. PAYMENT TERMS:

Payment is due in accordance with any

applicable progress, advance or other agreed upon payment

schedule, or, if no such schedule has been agreed to, upon

Acceptance as specified in Paragraph 8, but in no event later than

30 days from the date of invoice. No cash discount is provided. If,

in our judgment, Buyer’s financial condition changes, we may stop

work until financial arrangements satisfactory to us are made.

8. ACCEPTANCE OF PRODUCT:

Each such product shall be deemed to

be accepted within seven days after delivery of the product to the

Buyer, unless we receive written notification of rejection for cause

from Buyer within the seven day period.

“Returned Goods”:

No goods are returnable without prior approval,

prepaid transportation and an issued RMA number. All items are

subject to our inspection before credit will be allowed. Special mold

bases or steel, items involving custom work, or items not shown in

our catalog are considered non-returnable. NO GOODS ARE

RETURNABLE LATER THAN THIRTY DAYS AFTER RECEIPT OF

MERCHANDISE.

9. PATENT INDEMNITY:

We shall defend any suit or proceeding

brought against Buyer and pay all costs and damages awarded

against Buyer provided that:

(a) The suit or proceeding is based upon a claim that the product or

part thereof is an infringement of any claim of a presently existing

U.S. patent;

(b) The claim of infringement is not based, directly or indirectly,

upon (i) the manufacture, use, or sale of any product furnished by us

which has been modified without our consent; or, (ii) the manufac-

ture, use, or sale of any combination of a product furnished by us

with products not furnished by us; or (iii) performance of a patented

process using a product furnished by us or production thereby of a

patented product; and,

(c) We are notified promptly and given information and assistance

(at our expense) and the authority to defend the suit or proceeding.

We shall not be responsible hereunder for any settlement made

without our written consent nor shall we be responsible for costs

or expenses incurred without our written consent. If our product is

adjudicated to be an infringement and its use in the U.S. by Buyer

is enjoined, we shall, at our own expense, either:

(i) procure for Buyer the right to continue using our product;

(ii) replace it with a noninfringing product;

(iii) modify it so it becomes noninfringing;

(iv) remove the product or part thereof and refund Buyer’s net

book value and transportation costs attributable to it.

The foregoing states our entire liability with respect to any patent

infringement by our products or any parts thereof. To the extent that

our product or any part thereof is supplied according to specifica-

tions and designs furnished by Buyer, Buyer agrees to indemnify us

in the manner and to the extent set forth above insofar as the terms

thereof are appropriate.

10.FORCE MAJEURE:

We shall not be liable for any delay in perfor-

mance or nonperformance which is due to war, fire, flood, acts of

God, acts of third parties, acts of governmental authority or any

agency or commission thereof, accident, breakdown of equipment,

differences with employees or similar or dissimilar causes beyond

our reasonable control, including but not limited to, those interfering

with production, supply or transportation of products, raw materials

or components or our ability to obtain, on terms we deem reason-

able, material, labor, equipment or transportation.

11.ACCEPTANCE OF ORDERS:

Buyer agrees that all orders, including

any arising from our Proposal, shall include these terms and

conditions only, notwithstanding any different or additional terms

that may be embodied in Buyer’s order. All orders are subject to our

acceptance and we reserve the right to reject orders as, in our sole

judgement, mandated by business conditions. We reserve the right

to not proceed with any order until all necessary information is

received from Buyer.

12.MERGER CLAUSE:

This Agreement entirely supersedes any prior

oral representations, correspondence, proposal, quotation, or

agreement. This writing constitutes the final and total expression

of such agreement between the parties, and it is a complete and

exclusive statement of the terms of that agreement.

13.ASSIGNMENT:

Neither party may assign this Agreement without

the written consent of the other party, except that we may assign

this Agreement to a third party that acquires substantially all of

our assets or we may assign the flow of funds arising out of this

Agreement.

14.GOVERNING LAW:

This Agreement shall be governed by and

construed in accordance with the laws of the State of Michigan.