1. QUOTATIONS AND ACCEPTANCE OF PURCHASE ORDERS. All quotations are subject to credit approval and are void unless accepted within 30 days from the date of the quotation, are subject to change upon notice and supersedes all previous quotations and agreements. All purchase orders are subject to written acceptance and confirmation by us. When accepted by us, these terms and conditions shall become part of the purchase agreement. If there is any variation between these terms and conditions and provisions contained in any order or contract submitted by purchaser, these terms and conditions shall control, unless purchaser has objected thereto in writing within 10 days after receipt of our acceptance. Clerical errors are subject to correction.
2. DELIVERY. Delivery shall be made F.O.B. – point of shipment. Purchaser shall take title to the products upon delivery and all risks of loss and expenses shall thereafter rest upon purchaser including without limitation all risks and expenses incurred in the storage and transportation of the products as well as all insurance, fees, charges, taxes, customs duties and other governmental charges or levies and all other expenses whatsoever thereafter incurred with respect to the products. Delivery dates are estimated only and subject to change. We shall have the right to make delivery in installments, each of which may be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to pay for any installment when due shall excuse us from making further deliveries. Delay in delivery of any installment shall not relieve any customer of its obligation to accept remaining installments. We shall not be liable for any delay in the delivery of any products resulting from any cause beyond our reasonable control, including, but not limited to acts of God, acts of third parties, acts of civil or military authorities, fires, strikes, floods, epidemics, U.S. or foreign government rules or regulations, war, riot, delays in transportation or similar events or occurrences. In any such event, we shall have the right at our election and without liability to purchaser to (a) cancel all or any portion of the agreement or (b) perform the agreement as so restricted or modified to the extent determined by us in our sole and absolute discretion or (c) perform the agreement within a reasonable time after the causes for nonperformance or delay have terminated.
3. PRICE F.O.B. – point of shipment. Payment shall be made in U.S. dollars, net 30 days. Purchaser shall pay interest on the unpaid balance of all bills after the due date thereof at a rate of five percent (5%) higher than the prime rate then charged by major Michigan banks to substantial and reasonable borrowers, provided, however, that if such interest rate shall be higher than that permitted by law, purchaser shall pay interest at the highest rate permitted by law.
4. NON-RECURRING ENGINEERING/TOOLING CHARGES. Customers who order a new designed part(s) may be assessed a one-time non-recurring engineering (NRE) and/or tooling charge. Said charge does not constitute the purchase of the engineering or tooling. All such tooling or engineering will remain the property of TRITEC, even though they may be reserved for the customer’s exclusive use, TRITEC will not be obligated to retain such tooling beyond two (2) years after its last date of use.
5. MINIMUM CHARGES. Our minimum non-stock charge is six hundred dollars ($600). Shipments for which the total part/unit value is less than six hundred dollars ($600) will be billed at a minimum charge of six hundred dollars ($600). 4141 W. Grand Blanc Road, Swartz Creek, Michigan 48473 Phone: 810-655-3900
6. WARRANTY. We shall repair or replace free of charge, F.O.B. – point of shipment, any parts of the products manufactured by us which are defective and are returned to us at the expense of purchaser provided that the notice of claim of defects is received within three months from date of shipment. We shall have no obligation hereunder unless and until purchaser has notified us of any defect immediately upon discovery thereof. Accessories supplied by us but manufactured by others carry whatever warranty such manufacturers have conveyed to us. Our obligations under this warranty do not extend to any products or parts thereof, which have been subject to accident, alteration, abuse or misuse or which have not been operated and maintained in a normal manner. The foregoing paragraph constitutes our maximum liability, and we will not be liable in any way for any contingent liability or liability for consequential damage resulting from the sale, delivery or use of the products. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE and of any other obligation on our part which may exist under any law, decree or regulation of any applicable jurisdiction. The sale of our products under any other guaranty or warranty, express or implied, is not authorized by the Company.
7. TAXES. Company’s prices do not include sales, use, excise, or similar taxes. All such taxes shall be paid by the purchaser.
8. BUYER’S SPECIFICATIONS. The Buyer shall hold the Seller harmless against any expenses or losses resulting from infringement of patents or trademarks arising from compliance with Buyer’s designs, specifications or instructions and shall defend any suit or proceeding brought against the Seller based on a claim that any products being furnished under this contract constitutes an infringement, if such product is being manufactured by Seller to Buyer’s designs, specifications, or instructions. No other warranties or non-infringement shall be implied.
9. CANCELLATION. The Buyer can cancel their order at any time but only upon payment of the Seller’s cancellation charges and all outstanding invoices (including service charges, inventory charges, etc.). If orders are canceled before being completed, Buyer is liable for all costs of raw materials ordered by Seller pursuant to the Buyer’s purchase order, plus any other cost incurred to date to stop the order, plus overhead charges and 25% profit. In all cases, said cancellation fee will not be greater than the amount of Buyer’s outstanding balance of their purchase order.
10. APPLICABLE LAW AND PROCEDURE. These terms and conditions shall for all purposes be governed by and construed under the laws of the State of Michigan, U.S.A. Any court action or proceeding of any nature whatsoever, in law or in equity, for damages or otherwise, to enforce, directly or indirectly, or to construe any provision of these terms and conditions, shall be instituted only in the courts of the State of Michigan or any political subdivisions thereof (or the United States sitting in the State of Michigan) and only such courts shall have jurisdiction of any such action or proceeding, provided, however, that we may at our sole discretion, institute any such action or proceeding in any appropriate jurisdiction. In any proceeding in which an award is made in our favor, we shall be entitled to recover from you, in addition to other damages awarded to us, all our costs and expenses in the proceedings including reasonable attorney’s fees. ANY ACTION OF ANY KIND AGAINST US BY PURCHASER MUST BE COMMENCED WITHIN ONE YEAR FROM THE DATE SUCH RIGHT, CLAIM, DEMAND OR CAUSE OF ACTION SHALL FIRST ACCRUE.
11. SEPARABILITY. Should any of the provisions hereof be determined to be unenforceable or prohibited by any applicable law. These terms and conditions shall be considered divisible as to such provisions, which shall be then inoperative, but the remaining provisions hereof shall be valid and binding as if such provisions were not included herein.