TERMS AND CONDITIONS
The Terms and Conditions of Sale contained herein apply to all estimates and quotations made and sales entered into by STATUS LLC (the “Company”). Customer’s order shall be accepted only on the express understanding and condition that in the event of any conflict or apparent conflict between the terms and conditions contained in this document and the terms and conditions of Customer’s order, the terms and conditions herein shall govern, unless the Company and Customer negotiate on and agree in writing to other terms and conditions. This document contains the entire agreement between the parties with regard to its subject matter, and may be altered only in writing signed by the parties. No course of performance or dealing or usage of trade shall supplement or modify the agreement between the parties.
DELIVERY SCHEDULES. Delivery schedules will be computed from the date Customer’s order is approved. In the case of special items, delivery schedules will be computed from the date Company receives complete information necessary to proceed with the manufacture process.
SPECIFICATIONS AND DRAWINGS. Specifications, statements, drawings and descriptions regarding weights, dimensions, cycle time and other details supplied by Company are approximate and descriptive only, and not intended or designed as warranties.
DESIGN CHANGES. The Company will not be bound to accept part design changes during the tooling production unless it has given express written consent to such changes prior the first article of any part. The Company reserves the right to re-quote tooling costs in the event of Customer design and/or specification changes prior to the production. The Customer agrees to pay Company for tooling modification required by such changes at Company’s then prevailing shop rate. Company shall have no responsibility as to fit or function of parts manufactured in accordance with the modified design.
PATENTS / COPYRIGHTS. Customer warrants that there are no patents, copyrights or other intangible protections that could interfere with the manufacture by Company of the parts herein specified. Customer agree to hold Company harmless and indemnify it from any liability, expense, claim, damages or judgments arising out of any claimed patent or copyright infringement relating to such parts.
MOLDS, TOOLS AND LIABILITY INSURANCE.
a. Company will store molds and tools for Customer’s exclusive use in accordance with Customer’s orders. Except for normal production maintenance, Customer shall be exclusively responsible for replacement or repair of molds and tools.
b. Customer hereby waives and agrees to hold the Company harmless from any liability, expense, claim, damages or judgments arising out of the storage of Customer’s molds and tools. It shall be the sole and exclusive duty of Customer to procure and maintain such casualty or other insurance coverage as it deems necessary to protect its molds and tools while in the Company’s possession.
REWORKING AND SPECIAL TOOLS. The Company shall not be responsible for any reworking of dies, engravings, molds, or similar items performed outside Company’s facilities by or at Customer’s initiative. Company shall not accept any back charges for work done by Customer unless authorized in writing in advance by Company. Unless otherwise agreed in writing, any special jigs, gauges or fixtures required for manufacture of Customer’s order are to be supplied by Customer at its own expense.
COMPANY’S RESPONSIBILITY. The Company’s responsibility for all molds and or parts manufactured pursuant to agreement with Customer is limited to the furnishing of suitable materials information furnished by Customer to provide workmanlike compliance with Customer drawing specifications. Company will supply Customer, with one First Article Inspection Report with parts included. If Customer requests further services, charges therefor will be quoted separately. The molded parts will be considered as approved by Customer unless written notice to the contrary is made by Customer within ten (10) days of receipt of first article sample parts. The Company guarantees satisfactory operation of molds as specified herein. Company’s engineering unit, when requested, will serve customers in submitting suggestions concerning materials used. However, Company will not assume responsibility or liability for the practicability of such suggestions or recommendations if adopted by Customer. Further, Company assumes no responsibility for the practicability of Customer’s drawings, designs and specifications. Company’s liability resulting from defective parts manufactured pursuant to Customer’s order is expressly limited to the contract price of said product.
WARRANTIES. Company warrants that parts delivered hereunder shall conform to Customer drawing specifications. In the event not otherwise specified by this Agreement, parts will be furnished in accordance with the Rubber Manufacturers Association (RMA MO-1 25) and Society of Plastic Industries (SPI) standards, or its successors.
a.The liability of Company for breach of the above-described warranty is limited to repair or replacement, at Company’s option, of any defective tooling or parts. Customer must comply with the provisions of Article (6) or Company shall have no obligation under this warranty.
b. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS AND EXCLUDES ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY TOOLING OR PARTS COVERED BY THIS AGREEMENT
c. In no event shall Company be liable for any consequential damages, including, but not limited to, lost profits alleged to have been suffered by Customer or third parties.
FIRST ARTICLE ACCEPTANCE. Written acceptance of first article parts produced from new tooling or modified tooling will be required from a responsible employee of Customer before production will begin by Company.
REPAIRS AND REPLACEMENT. Parts will be considered accepted by Customer unless Company receives written rejection, containing a complete explanation of the nature of the defect, within thirty (30) days of shipment of the parts. Company shall have no responsibility for cost of repair or replacement or inspection of any parts by Customer, unless Company’s prior written consent has been obtained.
SPECIALLY MANUFACTURED GOODS. The Company’s quotation, acceptance and production of any order for goods specially manufactured to Customer’s specifications assume timely receipt of all required information. Any such orders may not be canceled. If Customer attempts to cancel or repudiate any such order after the Company accepts it the Company shall be entitled to recover a reasonable profit in addition to the amount of any other losses the Company may have sustained in reliance upon such order. In the alternative, the Company may, at its sole discretion, utilize the price of such goods as the measure of its damages.
POSSESSORY LIEN. Company shall have a possessory lien against Customer’s tooling and/or molded parts and/or materials as security for the failure of the Customer to pay any balance due the Company for any invoiced tooling, molded parts or specially purchased materials.
SHIPMENT. Shipment to Customer will be deemed to have been completed when the products are shipped to Customer or its consignee. If Customer declines for any reason to receive the products when tendered by Company, the balance of the purchase price shall at once become due and payable. The shipment date is the best estimate possible of when the products will be shipped, based upon current and anticipated production loads. Company assumes no liability for loss or damage due to delays.
FORCE MAJEURE. Company will not be responsible for loss or damage resulting from strikes, accidents, material shortages, disasters, acts of God or other causes beyond Company’s control which result in delays. Tooling and/or parts are F.O.B. Company’s plant unless otherwise stated. The risk of loss of parts shall pass to Customer not later than Company’s delivery of the parts to a carrier at Company’s plant.
PAYMENT TERMS.
a. Parts: Shall be invoiced upon shipment, and unless stated otherwise herein, terms are Net 30; 30 days from date of invoice. Parts are subject to applicable State Sales Tax (not reflected in quote price). This sales tax is due to in-state and out-of-state customers if parts are consumed or sold to end users in the state of Indiana (unless customer provides a completed Manufacturer’s Sales and Use Tax Exemption Certificate).
b. Tooling: Payment for tooling shall be 50% deposit to begin tool production and customer will be invoiced the final 50% balance due upon acceptance of first article parts.
c. Company may withhold further shipments of parts if payment is not made pursuant to the terms hereof for prior shipments or tooling. All amounts not paid when due shall be subject to a 1.5 % per month late charge, compounded monthly.
d. All prices and quotes are in U.S. dollars.
CANCELLATION. Orders are not subject to cancellation, modification or deferment of shipment unless Company is paid for any losses or additional costs resulting therefrom. Any cancellation, modification or deferment of shipment must be submitted in writing to Company and will not be deemed accepted until Customer has agreed to pay for all resultant losses and costs of the Company.
ATTORNEY’S FEES AND VENUE. In the event that it should become necessary or desirable for either party to commence litigation or arbitration in order to enforce its rights hereunder, the party substantially prevailing in such proceeding shall be awarded its reasonable attorney’s fees, costs and other expenses incurred in connection with such proceeding. The laws of the State of Indiana hereunder shall govern all sales. Venue for any legal proceeding hereunder, shall be Marion County, Indiana, at the option of Company.
WAIVER. Waiver by Company of any term or condition of this Agreement in any one or more instances, or the acceptance of partial, single or delayed payments or performance of any term or condition required herein shall not operate as a continuing waiver or a waiver of any subsequent breach thereof.