TERMS & CONDITIONS

Terms and Conditions - Service Work

PURCHASE ORDER FORMS
Orders submitted on BUYER'S purchase order forms will be accepted only on the express condition that no statements, clauses, or conditions contained in said order form will be binding on the SELLER if they in any way modify the SELLER'S Terms & Conditions of service.

PRICES
All labor and materials are billed on a time and materials basis. Labor rates are based on the service category (e.g., standard, after-hours) and materials are billed at cost plus applicable markup. Prices do not include sales tax unless otherwise stated. Applicable sales tax will be added to all taxable labor and materials unless a valid exemption certificate is provided.

AFTER-HOURS RATES
Standard hourly rates apply to work performed between 7:00 AM and 5:00 PM, Monday through Friday. Work performed before 7:00 AM, after 5:00 PM, or on weekends and holidays will be billed at the after hours rate unless otherwise agreed in writing.

ESTIMATED TOTAL
Any estimate provided is for reference only and is non-binding. Final invoicing will reflect actual hours worked, materials used, and incurred expenses.

ACCEPTANCE
Acceptance of a proposal or estimate, whether by a purchase order or other means, shall constitute acknowledgment of these Terms & Conditions.

CREDIT APPROVAL
All credit terms are subject to SELLER’s continuing approval of BUYER’s creditworthiness. If SELLER, in good faith, deems itself insecure, SELLER may modify payment terms, require advance payment, or suspend performance.

FORCE MAJEURE
SELLER shall not be liable for delay or failure to perform due to causes beyond its reasonable control, including supplier delays, transportation delays, labor disputes, acts of God, governmental actions, or other events beyond SELLER’s reasonable control.

PAYMENT
Payment terms are Net 30 unless otherwise stated in writing. BUYER’s obligation to pay is not contingent upon receipt of payment from any third party. BUYER shall reimburse SELLER for all costs of collection, including reasonable attorney’s fees and interest on overdue amounts. SELLER may suspend performance for non-payment without liability. Suspension of services for non-payment shall not constitute a breach of this agreement.

WARRANTY
SELLER warrants that all services will be performed in a professional manner consistent with industry standards for a period of thirty (30) days from the date of delivery. SELLER’s liability is limited to re-performing deficient services or issuing credit. This warranty does not cover third-party hardware/software, misuse, or conditions outside SELLER’s control. SELLER makes no warranty regarding the condition, reliability, or performance of any existing systems, software, or equipment not supplied by SELLER. No other warranties, express or implied, are made. SELLER’s sole obligation and BUYER’s exclusive remedy are limited to the remedies stated herein. SELLER does not warrant or guarantee any specific system performance, process outcome, or operational result resulting from the services.

LIMITATION OF LIABILITY
SELLER will not be liable for any indirect, incidental, or consequential damages, including loss of production, loss of revenue, loss of use, or process downtime, whether arising in contract, tort, negligence, or otherwise. SELLER’s total liability arising out of or relating to the services shall not exceed the total amount paid by BUYER to SELLER for the specific services giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim. This limitation shall not apply to personal injury or damage to tangible property caused by SELLER’s gross negligence or willful misconduct.

BUYER acknowledges that SELLER does not control the design, operation, or maintenance of BUYER’s overall system or process and that services are provided based on information supplied by BUYER and observed conditions at the time of service.

CLAIM PERIODS
BUYER must notify SELLER of service concerns within ten (10) days of service completion. Claims made after this period may not be honored.

GOVERNING LAW AND VENUE

This agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this agreement or the products sold shall be brought exclusively in the state courts located in Dickinson County, Michigan, or the United States District Court for the Western District of Michigan. The parties consent to the personal jurisdiction and venue of such courts.CHANGES, CANCELLATIONS, RETURNS
Changes or cancellations must be approved in writing. Charges may apply for services performed prior to cancellation. Restocking or cancellation fees may apply to materials ordered on BUYER’s behalf.

SECURITY INTEREST
SELLER retains a security interest in all materials supplied and not yet paid for until paid in full. In the event of non-payment, SELLER may recover goods or seek legal remedies after providing ten (10) days written notice.

Terms and Conditions - PRODUCT SALES

PURCHASE ORDER FORMS
Orders submitted on BUYER’s purchase order forms are accepted only on the express condition that no statements, clauses, or conditions contained therein shall apply or be binding on SELLER if they conflict with or modify these Terms & Conditions of Sale.

PRICES

All prices are firm, fixed prices unless expressly stated otherwise. Prices are F.O.B. SELLER’s facility unless otherwise agreed in writing. Prices do not include sales, use, excise, or similar taxes. Applicable taxes will be added unless BUYER provides a valid exemption certificate.

ACCEPTANCE

Acceptance of a quotation, whether by purchase order or other means, constitutes acknowledgment and acceptance of these Terms & Conditions in their entirety.

CREDIT APPROVAL

All credit terms are subject to SELLER’s continuing approval of BUYER’s creditworthiness. If SELLER, in good faith, deems itself insecure, SELLER may modify payment terms, require advance payment, or suspend performance.

FORCE MAJEURE

SELLER shall not be liable for delay or failure to perform due to causes beyond its reasonable control, including supplier delays, transportation delays, labor disputes, acts of God, governmental actions, or other events beyond SELLER’s reasonable control.

PAYMENT

Payment terms are Net 30 unless otherwise stated in writing. BUYER’s obligation to pay is not contingent upon receipt of payment from any third party. BUYER shall reimburse SELLER for all costs of collection, including reasonable attorney’s fees and interest on overdue amounts. SELLER may suspend shipment or performance for non-payment without liability. Suspension of shipment or performance for non-payment shall not constitute a breach of this agreement.

WARRANTY

SELLER warrants that products manufactured by SELLER shall be free from defects in workmanship under normal use for a period of one (1) year from the date of shipment of the product.

Components, devices, or equipment manufactured by third parties and incorporated into SELLER’s products are subject solely to the warranties, if any, provided by their respective manufacturers. SELLER makes no independent warranty with respect to such third-party components and does not extend, modify, or enlarge any manufacturer’s warranty. Manufacturer warranties are passed through to BUYER to the extent permitted.

SELLER does not warrant any component beyond the duration or scope of the applicable manufacturer’s warranty, which may be less than one (1) year.

SELLER’s sole obligation and BUYER’s exclusive remedy under this warranty shall be, at SELLER’s option, repair, replacement, or credit for the portion of the product determined to be defective. Warranty obligations do not include removal, reinstallation, field labor, travel, or shipping costs unless expressly agreed to in writing.

This warranty does not apply to failures resulting from improper installation, misuse, abuse, modification, inadequate maintenance, operation outside specified ratings, acts of God (including flooding and lightning), or other causes beyond SELLER’s reasonable control.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LAW.

No warranty service shall be performed on-site unless expressly authorized in writing by SELLER.

WARRANTY CLAIMS

Risk of loss passes to BUYER upon delivery of the products to the carrier. BUYER shall inspect products upon receipt and must note any visible damage on the carrier’s bill of lading. Claims for shortages, damage, or non-conformance must be made in writing within ten (10) days of receipt or they shall be deemed waived.

Warranty claims must be submitted in writing within the applicable warranty period. BUYER is responsible for all costs associated with removal, reinstallation, and shipping unless otherwise expressly agreed to in writing. Products must be returned to SELLER for inspection and authorization prior to any repair, replacement, or issuance of credit.

LIMITATION OF LIABILITY

BUYER acknowledges that SELLER does not control the design, integration, operation, or maintenance of BUYER’s overall system or process. SELLER shall not be responsible for system-level performance, process outcomes, or downstream damages resulting from the use or failure of the products.

SELLER shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of production, loss of profits, loss of revenue, loss of use, business interruption, or damage to process or facilities, whether arising in contract, warranty, tort, negligence, strict liability, or otherwise, even if SELLER has been advised of the possibility of such damages.

SELLER’s total liability arising out of or relating to the products sold, including any claim based on defect, failure, or malfunction of any component or subcomponent thereof, shall not exceed the purchase price paid by BUYER for the specific product giving rise to the claim.

This limitation applies regardless of whether the claim arises from a defect in a minor component incorporated into the product.

These limitations shall not apply to personal injury or damage to tangible property caused by SELLER’s gross negligence or willful misconduct.

BUYER acknowledges that the purchase price reflects the allocation of risk set forth herein and that SELLER is not acting as an insurer of BUYER’s process or facility.

GOVERNING LAW AND VENUE

CHANGES, CANCELLATIONS, RETURNS

Orders may not be changed or canceled without SELLER’s prior written approval. Approved cancellations or returns are subject to restocking, handling, and administrative charges. Custom or made-to-order products are non-returnable. Authorized returns must be shipped prepaid.