The Terms and Conditions of Sale outlined in this Contract (the “Terms”) apply to the sale by Summit Plastic Molding, Inc., a Michigan corporation (the “Company”) of products, components and parts (the “Products”). The Terms are an integral part of the quotation the Company prepared and delivered to you (“Customer”). The quotation constitutes the Company’s offer to sell the goods as described in the quotation. Unless Customer accepts the quotation in writing, neither its preparation or delivery forms a contract,. When the quotation and these Terms are accepted they are referred to as the “Contract.” Customer’s acceptance is expressly conditioned on its assent to all terms and conditions in the Terms and the quotation. If Customer’s acceptance conflicts with, varies or supplements the Terms, the Company objects to such provisions and the Terms will govern; the Customer’s conflicting, varying or supplemental provisions are rejected and are null and void. Company’s delivery of Products will be in accordance with the Terms.
Unless otherwise agreed by the parties, shipment of Products is complete when the Company tenders delivery FCA Company manufacturing facility (Incoterms 2012), and title and risk of loss or damage to the Products then passes to Customer. If the Contract requires delivery by Company, risk of loss passes to Customer on delivery. Company will provide a freight allowance for products that are back ordered as determined by Company, but Customer’s request for a partial release of an order will not qualify for that freight allowance. Customer grants Company a security interest in the Products, regardless of whether the Product is attached to realty or other property, until the Company has received full payment for the order. Customer consents to the Company filing one or more financing statements.
Customer may not assign or transfer this Contract without the Company’s prior written consent.
Delivery dates will be estimated and dates will not be construed as falling within the meaning of “time is of the essence”. The Company is not liable for any loss or delay due to war, riots, terrorist activity, fire, flood, strikes or other labor difficulty, acts of civil or military authority, damage or delay in transportation, inability to obtain necessary labor or materials from usual sources, or other causes beyond Company’s reasonable control. If performance is delayed due to any such cause, the date of delivery or time for completion will be adjusted to reflect the actual time lost by such delay. Customer’s receipt of Products constitutes a waiver of any claims for delay.
The terms of payment are net thirty (30) days from the invoice date, subject to the approval of the Company’s credit department at the time of shipment. The Company reserves the right to require payment in advance, C.O.D. or guarantee by letter of credit, and to otherwise modify credit terms at its discretion based on the financial condition of Customer or changes that impact the ability of Customer to perform. All payments not made when due accrue interest at 1.5% per month (18% per annum) or the highest amount allowed by law, whichever is less.
Prices are subject to change without notice and do not include any present or future Federal, State, or local property, license, privilege, sales, use, excise, gross receipts or other like taxes or assessments which may apply to, measured by, imposed or resulting from this transaction. Taxes will be itemized separately to Customer, who will make prompt payment to the Company. The Company will accept a valid exemption certificate from Customer, if applicable. If an exemption certificate is not recognized by the involved governmental taxing authority, Customer agrees to promptly reimburse the Company for any resulting taxes the Company must pay. Customer will indemnify and hold the Company harmless from the payment or imposition of any tax or levy imposed on any Products sold to Customer, plus penalties, interest and reasonable attorneys’ fees connected with the imposition of any such tax or levy.
Neither Customer nor any affiliated company or assignee may claim compensation or to set off against any amounts which become payable to the Company under this Contract or otherwise.
Customer assumes all responsibility that the Products are fit for the intended purpose, and Customer is fully responsible if Products are used in a manner inconsistent with their specifications.
Customer will indemnify, defend, save, and hold harmless the Company, its parent, affiliates, directors, officers, servants, and employees, against all responsibilities, liabilities, claims, demands, suits, judgments, losses, damages, costs, and expenses for any loss of, damage to, or destruction of any property or any injury to or death of any person arising from Customer’s use, repair, maintenance, or disposition of the Products. Customer does not have to indemnify the Company for claims or liabilities arising from the Company’s negligence or misconduct or material breach of its obligations arising under this Contract.
The Company warrants that the Products manufactured by it and delivered under this Contract are free of substantial defects in material and workmanship for twelve months from the date shipped to Customer. Customer must promptly report to the Company in writing if the Products fail to conform to the warranty within the one year warranty period. Company will, at its option, correct such nonconformity by suitable repair to such Products or it will furnish a replacement part FCA point of shipment (Incoterms 2012), provided Customer has stored, installed, maintained and operated the Products in accordance with good industry practices and has complied with any specific recommendations of the Company. The Company is not liable for any repairs, replacements, or adjustments to the Products or any costs of labor performed by Customer or others without the Company’s prior written approval. Repair or replacement of defective Products will constitute fulfillment of all responsibility and liability of the Company for such nonconformities. Products will not be accepted for return without the prior consent of Company. If approved for return, Company will issue a return goods authorization (RGA). A restocking charge will apply to Products (other than defective Products) that are authorized for return. All returned Products must be accompanied by the RGA, freight prepaid. All non-defective Products must be in first class, resalable condition.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES MADE BY THE COMPANY, THE PRODUCTS, SERVICES AND DELIVERABLES ARE PROVIDED STRICTLY “AS IS,” AND THE COMPANY MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE PRODUCTS, DELIVERABLES OR SERVICES PROVIDED UNDER THIS CONTRACT, OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE DISCLAIMED BY THE COMPANY AND ARE EXCLUDED BY THE PARTIES.
THE REMEDIES OF CUSTOMER SET FORTH IN THIS CONTRACT ARE EXCLUSIVE, AND THE TOTAL LIABILITY OF THE COMPANY WITH RESPECT TO THIS CONTRACT OR THE PRODUCTS AND SERVICES FURNISHED UNDER IT, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE, MAY NOT EXCEED THE PURCHASE PRICE OF THE SPECIFIC DEFECTIVE PRODUCT OR PART PAID BY CUSTOMER ON WHICH SUCH LIABILITY IS BASED.
IN NO EVENT WILL THE COMPANY OR ITS SUPPLIERS BE LIABLE TO CUSTOMER, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS CONTRACT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS CONTRACT, WHETHER BASED ON LOSS OF USE, LOST PROFITS OR REVENUE, INTEREST, LOST GOODWILL, WORK STOPPAGE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer cannot terminate, suspend performance under, or issue a “hold” order on this Contract in whole or in part without the Company’s written consent. Customer’s liability for termination, suspension, or “hold” includes the Company’s charges related to a hold beyond the price of finished Products delivered or held for Customer’s disposition. Such charges include costs for work in process and other adjustment to the quantity delivered plus a charge for the undelivered Products. [DO YOU WANT TO SPECIFY WHAT THAT CHARGE WILL BE – E.G. 20% OF THE PURCHASE PRICE FOR THE PRODUCT?]
Neither party can cancel this Contract for breach of any of its provisions by the other party without giving the other party sixty (60) days advance written notice and a reasonable time in which to cure the alleged breach. However, this Contract may be cancelled immediately if (a) either party becomes insolvent, or (b) Customer fails to make timely payment. If this Contract is cancelled, the parties have the rights and remedies available under this Contract and, except to the extent excluded or limited by this Contract, at law.
The Company, without canceling this Contract, may decline to make further deliveries under this Contract if Customer breaches it. If the Company elects to continue delivering despite the breach, such action will not constitute a waiver of Customer’s breach or affect the Company’s remedy.
Customer agrees that the fees charged by the Company under this Contract reflect the overall allocation of risk between the parties and are an essential basis of the bargain.
All licenses or other required governmental approvals will be obtained by Customer at its sole cost and expense, and Customer agrees to comply with all applicable laws and regulations.
Customer agrees that it will not solicit for employment any of Company’s employees, contractors, subcontractors or associates for a period of one (1) year after the date this Contract is completed and Company receives final payment. If Customer hires an existing Company employee in violation of this provision or an employee whose employment relationship with Company terminated within six months before being hired by Customer, Customer agrees to pay Company a fee equal to one (1) year’s total compensation and benefits for that person.
The rights and obligations of the parties are governed by the laws of Michigan excluding any conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Contract. Except as the Company may deem necessary to protect its interests in the Products or otherwise, neither party may bring any action involving the other except in the Circuit Court of Oakland County, Michigan, or the United States District Court for the Eastern District of Michigan, and the parties acknowledge and submit to the exclusive personal jurisdiction of either court.
Failure or delay in exercising any right or remedy under this Contract will not waive or impair such right or remedy. No waiver given will require future or further waivers.
Any portion of this Contract determined to be contrary to any controlling law, rule or regulation will be revised to be consistent with controlling law. If a portion of this Contract cannot be revised to follow controlling law, it will be deleted and the remaining balance of this Contract will remain in full force and effect.
This Contract contains all the agreements, representations, and understandings of the parties and supersedes any previous understandings, commitments, or agreements, oral or written. These Terms may not be modified or amended except in a writing signed by a duly authorized officer of each party. Company specifically rejects any terms or conditions that may be contained in any Customer purchase order, communication or other record. If Customer issues a purchase order to Company related to this Contract, Customer agrees that no terms or conditions in that purchase order will apply to this Contract but acknowledges that the purchase order is issued for its internal recordkeeping purposes only.
Despite anything to the contrary in this Contract, if any of the terms or conditions in this Contract conflicts with any terms or conditions in the quotation that incorporates the Terms by reference, then the conflicting terms and conditions in such quotation control. However, nothing in any other document amends or deletes the limitations of liability or damages or exclusions of warranties in this Contract.
Sections VIII through XX of this Agreement survive its termination or expiration. THE LIMITATIONS OF LIABILITY IN SECTIONS IX THROUGH XI SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES SPECIFIED IN THIS CONTRACT.
You agree that you will not: (1) permit any third party to use the Website, (2) use the Website in the operation of a service bureau, or (3) sublicense the use of the Website to third parties.
Availability of this Website or particular information or services is subject to change without notice.
SUMMIT PLASTIC MOLDING DOES NOT REPRESENT OR WARRANT THAT ANY PRODUCT OR OTHER INFORMATION PROVIDED BY SUMMIT PLASTIC MOLDING IS COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT OR OTHER CAUSE. YOU ALONE ARE RESPONSIBLE FOR OBTAINING ALL NECESSARY LICENSES, CERTIFICATES, PERMITS, APPROVALS OR OTHER AUTHORIZATIONS REQUIRED BY FEDERAL, STATE OR LOCAL STATUTE, LAW OR REGULATION APPLICABLE TO YOUR USE OF THE WEBSITE. SUMMIT PLASTIC MOLDING MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE WEBSITE IN ANY JURISDICTION, STATE OR REGION.
THE WEBSITE MAY INCLUDE INFORMATION POSTED BY THIRD PARTIES. SUMMIT PLASTIC MOLDING DOES NOT ASSUME ANY RESPONSIBILITY TO MONITOR OR EDIT SUCH POSTINGS. SUMMIT PLASTIC MOLDING DISCLAIMS ALL RESPONSIBILITY FOR SUCH INFORMATION AND YOU AGREE NOT TO HOLD SUMMIT PLASTIC MOLDING RESPONSIBLE FOR SUCH INFORMATION OR MATERIALS.
All content and otherwise protectable features of this Website, including the design, arrangements, layout, software, text, graphics and images, were created by or at the direction of Summit Plastic Molding, are the property of Summit Plastic Molding and are protected by United States and international copyright laws. NO PORTION OF THIS WEBSITE MAY BE COPIED, IMITATED OR RETRANSMITTED UNLESS EXPRESS PERMISSION TO DO SO IS GIVEN BY SUMMIT PLASTIC MOLDING IN WRITING. The compilation, collection, arrangement, and assembly of all content on this site is the exclusive property of Summit Plastic Molding and is protected by United States and international copyright laws. All software used on this site is the property of Summit Plastic Molding or its software suppliers and is protected by United States and international copyright laws. The images used on this Website are the property of their respective copyright owners, and are used by Summit Plastic Molding under express authorization from the copyright owners or their agents. Any use, including, the reproduction, modification, distribution, transmission, republication, or display, of the content, images and software on this Website is strictly prohibited.
Summit Plastic Molding does not sell products to or provide information or services to people under the age of 18. If you are under 18, you may use the Website only with involvement of a parent or guardian. Summit Plastic Molding reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders or requests in its sole discretion.
While Summit Plastic Molding may provide a mechanism for posting information, it assumes no responsibility for the accuracy or completeness of such information, nor does this Website feature imply any obligation by Summit Plastic Molding to censor such content either automatically or manually. While Summit Plastic Molding respects the right of individuals to free expression, Summit Plastic Molding cooperates fully with all law enforcement in preventing dissemination of child pornography or any other illegal content.
When you provide Summit Plastic Molding any content, including, but not limited to, articles, photographs and videos, you grant Summit Plastic Molding an exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity and database rights you have in the content, in any media known now or in the future. You agree that if you provide Summit Plastic Molding with your written content, photographs, videos, name or image of yourself that Summit Plastic Molding has the unlimited right to use such written content, photographs, videos, name or image (in whole or in part) for promoting, advertising, marketing and selling Summit Plastic Molding’s services or other products and services associated with the Website. Summit Plastic Molding’s rights include the right to reproduce, display, distribute, edit, alter and change your written content, photographs, videos, images and any other materials you provide Summit Plastic Molding in connection with your use of the Website. You waive any claim of “moral rights” arising out of Summit Plastic Molding’s use of your written content, photographs, videos, name or images. Unless otherwise agreed, Summit Plastic Molding may edit, copy, publish, distribute, translate and otherwise use in any medium any such materials you forward to Summit Plastic Molding and is not limited in its use, commercial or otherwise. Summit Plastic Molding is under no obligation to: (1) maintain any of your materials in confidence; (2) to pay to you or any user any compensation for any such materials; or (3) to respond to any of your or any other user’s materials. You represent and warrant to Summit Plastic Molding that you own all right, title and interest in any written content, photographs, videos and other works you submit to Summit Plastic Molding.
If you provide Summit Plastic Molding with any articles to be posted on the Website (“Work Product”), then you agree to, and do, assign to Summit Plastic Molding all rights, title and interest in such Work Product, and, to the extent possible, such Work Product will be considered a work made for hire by you for Summit Plastic Molding, within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made for hire by you for Summit Plastic Molding, you assign to Summit Plastic Molding at the time of creation of the Work Product, with no requirement of further consideration or actions, all right, title and interest you may have in such Work Product. It is further agreed, that without charge to Summit Plastic Molding, that you will execute and deliver all such further documents as may be reasonably requested, including assignments, original applications and applications for renewal, extension or reissue of copyright registrations relating to such Work Product, in all countries, to vest title in Summit Plastic Molding, its successors, assigns or nominees.
Summit Plastic Molding’s Website may contain links to other websites (“Linked Sites”). Linking to such Linked Sites may let you leave the Website. Unless otherwise indicated, Summit Plastic Molding is not affiliated with any of the Linked Sites. The Linked Sites are not under the control of Summit Plastic Molding and Summit Plastic Molding is not responsible for the contents of any Linked Site, including any link in a Linked Site, or any changes or updates to a Linked Site. Summit Plastic Molding does not endorse or make any representations about any Linked Site, any information, software or other products or materials found in a Linked Site, or any results that may be obtained from using these links. Summit Plastic Molding is providing these links only as a mere convenience, and including any link does not imply endorsement by Summit Plastic Molding. If you access any of the third party websites linked from this Website, you do so entirely at your own risk.
Linking to Summit Plastic Molding from another website (“Linking Site”) is only allowed under these conditions. A Linking Site may link to, but not replicate, Summit Plastic Molding’s content. A Linking Site may not create a frame, browser or border environment to Summit Plastic Molding’s content and a Linking Site may not imply that Summit Plastic Molding is endorsing it or its products. The Linking Site must not misrepresent the Linking Site’s relationship with Summit Plastic Molding, must not provide false information about Summit Plastic Molding’s products or services, and must not unlawfully use the copyrights or trademarks owned by Summit Plastic Molding or others. Linking Sites must abide by all applicable laws.
Purchasing Products from Summit Plastic Molding is subject to the Terms and Conditions of Sale which can be found at http://summitplasticmolding.com/terms-and-conditions#terms-and-conditions-of-sale. No variation from these Terms and Conditions of Sale are permitted and you agree to these terms by your purchase from Summit Plastic Molding.
THIS WEBSITE AND ALL INFORMATION, CONTENT, SERVICES, GOODS, ADVERTISEMENTS, DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS WEBSITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. SUMMIT PLASTIC MOLDING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT MATERIALS, OR PRODUCTS INCLUDED ON THIS WEBSITE. TO THE FULLEST EXTENT POSSIBLE BY APPLICABLE LAW, SUMMIT PLASTIC MOLDING AND ITS AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES DISCLAIM ALL WARRANTIES AND CONDITIONS REGARDING THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SUMMIT PLASTIC MOLDING DOES NOT WARRANT THAT THE WEBSITE IS COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE RELATED SERVICES ARE FREE OF ERRORS, VIRUSES, WORMS, “TROJAN HORSES” OR ANY OTHER HARMFUL, INVASIVE OR CORRUPTED FILES AND IS NOT LIABLE FOR ANY DAMAGES YOU MAY SUFFER AS A RESULT OF SUCH DESTRUCTIVE FEATURES.
IN NO EVENT WILL SUMMIT PLASTIC MOLDING OR ITS AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTUOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEBSITE OR SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM SUMMIT PLASTIC MOLDING THROUGH THIS WEBSITE.
SUMMIT PLASTIC MOLDING’S AGGREGATE LIABILITY AND THE AGGREGATE LIABILITY OF ITS AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT IS LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF US$100 (ONE HUNDRED DOLLARS, US).
You may not use the Website to transmit, route, provide connections to or store any material that infringes copyrighted works, trademarks or otherwise violates or promotes the violation of the intellectual property rights of any third party.
Summit Plastic Molding, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act”), reserves the right, but not the obligation, to terminate your license to use this Website if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Summit Plastic Molding accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), Summit Plastic Molding has implemented procedures for receiving written notification of claimed infringements and for processing such claims under the Act. All claims of infringement must be submitted to Summit Plastic Molding in a written complaint that complies with the requirements below and is delivered to Summit Plastic Molding’s designated agent to receive notification of claimed infringement:
Summit Plastic Molding, Inc.
Shelby Township, Michigan 48315
Attention: Nick Gedeon
By phone: (586) 262-4438
Contact Summit Plastic Molding by e-mail at email@example.com
In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right must include this information:
“SUMMIT PLASTIC MOLDING” along with all logos, other trade names, trademarks, services marks, whether registered or not, set forth on this Website is the sole property of Summit Plastic Molding. Summit Plastic Molding’s trademarks may not be used with any product or service not owned by Summit Plastic Molding in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Summit Plastic Molding. Any trademarks not owned by Summit Plastic Molding that appear on this Website are the property of their respective owners and may not be used with any product or service not owned by the trademark owners in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the trademark owners. None of these trademarks may be copied, downloaded or otherwise exploited without the permission of Summit Plastic Molding or the owner of such trademark, service mark or trade name, except as explicitly permitted by the trademark owner.
If any provision of these terms, conditions and notices are invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force.