Terms of Service
TERMS AND CONDITIONS OF YATES AMERICAN MACHINE COMPANY PURCHASE ORDERS
- TERMS AND CONDITIONS – No Terms and Conditions other than the terms and conditions set forth in this order and such terms and conditions as are set forth in any document attached to or incorporated by reference in this order shall be binding unless specifically accepted by an authorized representative of the Purchaser. Execution and delivery of this order shall not operate as such specific acceptance. Requirements stated or incorporated by reference in this purchase order apply to and must be flowed down to any supplier subcontracted to provide materials or processing to satisfy the requirement of this order. This purchase order, if operating as an acceptance, is hereby expressly made conditional on assent to all such terms as may be additional to, or different from any terms contained in quotation or order communicated by Seller.
- Compliance with Laws – Seller shall comply with all applicable National, Provincial, and Local laws, rules and regulations.
- Warranty – Seller warrants the goods and materials furnished under this order for workmanship, material and compliance with all specifications except as specifically reported to the Purchaser prior to shipment.
- Patent Infringement – The Seller agrees to defend at its own expense any suit or legal proceedings brought against the Purchaser as a result of the normal use of any material or equipment furnished hereunder. In the event that the Purchaser has given the Seller prompt notice of such claim, the Seller hereby agrees to reimburse the Purchaser for expenses and costs resulting from that claim and to pay judgment that may be rendered against the Purchaser. This clause shall not apply to material or equipment furnished according to Purchaser’s written specifications. In the event that a final injunction issues from such an infringement lawsuit against Purchaser, Seller will at its expense and option either (I) Procure for Purchaser the right to use and resell the Seller’s products involved or (II) Replace the infringing Seller’s products with non–infringing substitutes of equal performance.
- Transportation – Unless otherwise stated on the face of this order, terms shall be F.O.B. Seller’s plant, title to pass to Purchaser upon delivery to Carrier. No charges for unauthorized transportation will be allowed.
- Delivery Schedule – Unless otherwise agreed, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser’s delivery schedule. The seller will not be liable for damages for delay of delivery beyond its reasonable control. However, Purchaser may, in addition to its other rights, at its option, either approve a revised delivery schedule or terminate in whole or in part, this order without liability to Seller on account thereof.
- Liability – The Seller agrees that the relationship established by this order constitutes him an independent contractor and that no tax assessment or legal liability of the Seller or of his agents or employees becomes, by reason of this order, an obligation of the Purchaser.
- Toxic Substances Control Act – Where applicable, by acceptance of this order Seller agrees to comply with the requirements of Public Law 94–469.
- Changes – Purchaser shall have the right to make changes in this order, but no additional charge will be allowed unless authorized by Purchaser. If such a change affects delivery or the amount to be paid by the Purchaser, Seller shall notify Purchaser immediately, and negotiate an adjustment in accordance with this Changes Clause. In any event, the charges for obsolescence, scrap, and/or rework resulting from any change shall be limited to the materials in process at the time of the change and within the Seller’s normal manufacturing cycle needed to meet the Purchaser’s delivery schedule.
- Right of Entry – Yates American Machine Company, its customers, and any regulatory agencies have the right of entry to Seller’s facilities and/or Seller’s subcontractor’s facilities to verify quality of contracted product and the systems used to generate the product.
- Certifications – When a certificate of Compliance (C of C) is required by the purchase order, a Seller’s C of C with authorized signatures must accompany each shipment. It must indicate materials meet all purchase order and specification requirements, reference the Yates American purchase order number, part number and quantity shipped. Raw material must be accompanied by the manufacture’s Material Certification or Material Test Report and no C of C is required.
- Tools and Gages – Tools and/or gages on loan from Yates American remain the property of Yates American Machine Company, and are to be used in the production of Yates American parts and ordernumbers only. These tools, in their entirety, are to be returned upon completion of the order with the respective Tool and Gage Issue List. With the exception of normal wear, the Seller will be charged for all items damaged or lost. The Seller must stop using and return any gage that is past the calibration due date. This data is on the Issue List or Calibration Sticker.
- Rejections – If any of the materials furnished under this contract are found to be defective in material, workmanship, or otherwise not in conformity with the requirements of this order, Purchaser may reject and return such goods not to be replaced without authorization by Purchaser.
- Affirmative Action – Where applicable, Seller shall comply with the applicable provisions of Executive Order 11246, the terms of which are incorporated by reference.
- Acceptance – Not withstanding any notice or agreement to the contrary, any written acknowledgement of this purchase order, or the shipment of any material or the furnishing of any services pursuant to the purchase order shall constitute acceptance there of by the Seller of each and all of the expressed terms and conditions stated above and stated or referenced on the face hereof.
TERMS AND CONDITIONS OF SALE
- Shipments are FOB, point of shipment.
- Quoted prices are subject to change without notice, and are exclusive of any and all taxes, which will be either billed to or assumed by the Buyer, as the Seller may elect.
- Security title and right of possession of the equipment shall remain with the Seller until the full price has been paid in cash.
- In the event the Buyer cancels the order, the Buyer will pay the Seller for its costs incurred to date (determined in accordance with Seller’s established method of computing costs) plus the costs of all outstanding purchase commitments; in addition, the Buyer will pay 25% of this combined total as liquidated damages. In the event Buyer can resell the machinery within a twelve month period, the Buyer will be refunded the original costs incurred by the Seller, and Seller shall retain 25% liquidation damages.
- Seller will exercise good faith in indicating the scheduled shipping date. However, failure to ship on or about that date shall not subject the Seller to any claim or cause of action for breach of contract or other liability. Seller’s obligations shall be excused or deferred, at its option, for an interruption beyond its control, such as acts of God, casualty, civil disturbance, labor disputes, inability to secure satisfactory labor, any interruption of its facilities, or act of any governmental authority. In the event of any such occurrence, the time within which the Seller may ship may be extended during the continuance of any such condition or conditions and for a reasonable time thereafter, without constituting a breach of any contract between the parties.
- WARRANTY: Limited to One Year
A. The design and construction of the machine covered in this proposal is warranted for one year from shipment for defects in the design, construction and parts and material except those parts warranted by a third party supplier of purchased parts. If warranted by a third party supplier, only the third party supplier’s warranty is applicable.
B. Regardless of cycles or hours of use, from one year after shipment, Yates American will correct or replace, at no expense to the Customer, parts, which are shown to be defective in design, manufacture or application. This warranty will not apply where Yates American determines that the problem is due to failure of the Customer to properly operate or maintain the machine, failure of the Customer to use the machine for its intended purpose, or Customer’s unauthorized modification of the machine. If the warranty work is performed and Yates American subsequently determines that problem was a result of unauthorized modification, or improper operation, maintenance, of use of the machine, the Customer will be charged for replacement parts and/or service provided.
C. Certain parts are subject to expected wear or breakage, and need replacement prior to warranty expiration. These “Wear Parts” are not included in the warranty.
D. Original warranties on all purchased parts and systems supplied to Yates will be extended to the Customer to the extent that these warranties remain in effect at the time of shipment.
DISCLAIMER AND WARRANTIES
Implied warranties of merchantability and fitness for a particular purpose are expressly excluded. There are no warranties which extend beyond the warranty set forth in “Warranty”: Limited To One Year,” herein. The warranty set forth in “Warranty: Limited To One Year”, herein, is provided in lieu of all other warranties. The warranty is only made to Customer. It does not extend to any third parties whether they be users of the Machine or the component parts or are transferees of the customer. Yates shall in no event be liable for consequential damages.
Under no circumstances, including any claim of negligence, strict liability, or otherwise shall Yates be liable for any incidental or consequential damages, or any loss or damage resulting from a defect in the machine. Yates’ total liability under the above warranty is limited to the repair or replacement of any defective part. The warranties and remedies set forth herein are exclusive and Yates’ liability with respect to this proposal, and any purchase order, or anything done in connection therewith, whether in contract, tort, under warranty or otherwise shall not, in any case, exceed the price of the machine upon which such liability is based.
- These terms and conditions can be varied only in writing. This contract shall be deemed to have been made in and shall be construed in accordance with and governed by the laws of Wisconsin.