Terms & Conditions
VENDOR TERMS AND CONDITIONS
Designers and Builders of Specialty Equipment - Machine Prototypes Thru Production – CNC Machining of Intermediate to Large
OEM Purchase Order Terms and Conditions
These Terms and Conditions set forth the arrangement under which the Supplier shall supply to Allis Tool & Machine Corporation (Allis) raw materials, parts, components, services (hereinafter collectively referred to as "Products").
- Acceptance of this Purchase Order is conditional on Supplier's acceptance of these terms and conditions, which are final. Each shipment made by the Supplier shall be deemed to be only upon these terms and conditions notwithstanding any additional or different terms and conditions that may be contained in any acknowledgement, confirmation, invoice, or other form of the Supplier and notwithstanding Allis's act of accepting or paying for any shipment or similar act. This Purchase Order and these Terms and Conditions cannot be modified, altered, or rescinded except in writing and signed by both parties.
- Upon acceptance of this Allis Purchase Order, Supplier will acknowledge acceptance electronically or in writing giving a definite shipping date. If after acknowledgement of this Purchase Order the Supplier finds that the Products cannot be delivered within the term specified in the Purchase Order, the Supplier will promptly notify Allis and advise Allis of the revised delivery date. Allis shall have the option of terminating the Purchase Order without obligation for payment or of accepting the revised delivery date. If acknowledgement is not given to Allis within a reasonable time, the Purchase Order or any part hereof may, at Allis's option, be canceled. Regardless, a contract exists on the earlier of the signed acknowledgement by Supplier, commencement of performance, or shipment according to schedule of all or any portion of the Products covered by the Purchase Order.
- Supplier will mail invoice with original bill of lading or proof of shipment attached. Supplier will include its cash discount terms on invoice. When invoices are not mailed on date of invoice or shipment, discount period will be calculated from date invoice is received at Allis's office. If bill of lading or proof of shipment does not accompany invoice, Allis will pay invoice and take discount on date material is received at its plant even if the regular discount period is past. Packing slip is to be included in all shipments by Supplier. Allis's count will be accepted as final on all shipments not accompanied by a packing slip. Any applicable sales, use, or federal excise taxes will be shown separately on the invoice. Allis will not pay any additional taxes unless specifically agreed to in writing.
- The price to be paid by Allis shall be either that stated on this Purchase Order, or the lowest prevailing net price now given to any other customer under similar conditions and in similar quantities. This Purchase Order must not be filled at prices higher than those last quoted or charged unless agreed to by Allis in writing. If no price is specified, the price is to be the price of the last delivery.
- All risks connected to the ownership or control of the goods delivered hereunder are Supplier's until the goods are actually delivered to the Allis's specified destination and accepted by Allis.
- Supplier will not over ship without Allis Tool & Machine's permission.
- Allis reserves the right to cancel this Purchase Order or any portion thereof if materials furnished do not conform to its specifications or if an unfilled portion of the Purchase Order has not been shipped strictly in accordance with Allis's shipping instructions.
- The repetitive use of this Purchase Order number is solely for the convenience of the parties. It does not constitute an order for quantities other than those appearing on this Purchase Order. If Allis wishes to place additional quantities on hold or reserve, a separate Purchase Order will be issued to that effect. Allis objects to the prior or subsequent inclusion of any different or additional terms proposed by Supplier in any quotation, proposal, acknowledgment, invoice, or other form whatsoever. Allis assumes no liability for fabrication in excess of authorization released unless prior approval has been obtained in writing.
- Each shipment of material is subject to inspection on arrival before payment or acceptance. Material rejected as not conforming to this Purchase Order or because of inferior quality or workmanship may be returned to Supplier with charges on transportation both ways, and is not to be replaced except on specific instruction from Allis.
- Supplier warrants that its goods shall be free of any claims of patent or trademark infringement and agrees to defend, protect, and save harmless Allis, and the users of the Products from all damage, claims, and demands for actual or alleged infringements of the United States or foreign letters patent and trademarks by reason of the use of the Products hereby ordered.
- Supplier warrants that its title to the goods sold is free and clear of any security interests, liens, or encumbrances. Supplier further warrants that all articles, materials, and work covered by this Purchase Order will conform to any specifications, drawings, samples or other descriptions however furnished to or adopted by Allis and will be of good material and workmanship and free from defects. This warranty shall survive any inspection, delivery, acceptance, or payment by Allis. Supplier also warrants that all Products delivered shall be merchantable and fit for their intended purpose.
- At its own expense, Supplier agrees to defend, protect, and hold harmless Allis and the users of the Products from all liability of any kind and nature whatsoever arising from claims or actions as a result of property damage, bodily injury, or death, proximately caused by defects in materials or articles hereby ordered.
- All blue prints, drawings, designs, tools, patterns, or special equipment paid for or supplied by Allis shall remain the property of Allis and shall not be copied, exhibited, or used in the manufacture of parts for a third party without written consent of Allis. Supplier shall not have or acquire any title to or interest in any of the above property.
- Supplier hereby guarantees that all goods called for on this Purchase Order will be produced in compliance with all applicable Federal, State and local laws including the requirements for Fair Labor Standards Act of 1938 as amended.
- The acceptance of the Purchase Order thereof shall constitute a contract made in the State of Wisconsin and shall be governed by the applicable laws thereof as of the date of this Purchase Order without regard to principles of conflicts of laws.
- As a requirement of this Purchase Order and the Federal OSHA Hazard Communication Standard, Supplier will provide to Allis a Material Safety Data Sheet (MSDS) that meets all the requirements of the OSHA standard for the goods purchased. Supplier also represents to Buyer that every product delivered is labeled in compliance with all applicable laws and regulations.
- In addition to any right of setoff provided by law, all amount due Supplier under this or any other Purchase Order or contract shall be considered net of Supplier's indebtedness or obligation to Allis; and Allis may deduct any amounts due or to become due from Supplier and its subsidiaries and affiliates from any sums due or to become due from Allis.
- Allis may terminate all or a portion of this Purchase Order without causes and at its convenience. Upon such termination, Allis shall pay to Supplier the following amounts without duplication: (a) the order price for the goods that have been completed in accordance with the Purchase Order; and (b) the actual direct costs of and the proportionate profit allocable to goods-in-process, raw material committed and services rendered as of the date of termination, but only to the extent such cost and profits are reasonable in amount and otherwise proper under generally accepted accounting principles, and less, however, the reasonable value of any goods-in-process or materials otherwise used or sold by Supplier with Allis's consent and any undelivered goods or raw materials which are in Supplier's standard stock or which are readily marketable. IN NO EVENT WILL ATM BE LIABLE TO SUPPLIER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR DATA WHETHER IN AN AC IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EACH PARTY WILL, HOWEVER, BE LIABLE FOR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.
- If the face of this Purchase Order identifies a government prime contract, the following clauses are hereby incorporated by reference: EEO (Executive Order 11246), 48 CFT 52.222-26; Affirmative Action for Special Disabled and Vietnam Area Veterans (38 USC 4212 (a), 48CFR 52.222-35; Affirmative Action for Handicapped Workers (29 USC 793), 48CFR 52.222-26. Copies of these clauses are available upon request.
- All drawings, prints, and other documents provided as part of the Purchase Order are Allis's proprietary and confidential property and shall be held in confidence by Supplier and shall be disclosed only to those of its employees or authorized representatives who require access in the performance of their duties to Allis. The identity of Allis's customer, if revealed, and the nature of its business, shall remain confidential. Supplier will exercise reasonable care in the safeguarding of such confidential information. Supplier acknowledges that disclosure of the above information may cause irreparable injury to Allis and agrees that, upon disclosure in violation of these Terms and Conditions, Allis is entitled to injunctive relief and the reimbursement of its reasonable attorneys' fees and costs related to the action.
- A waiver of a breach of any term will not be construed as a waiver of any succeeding breach of that term or as a waiver of the term itself. No failure or delay by either party shall constitute subsequent waiver of that provision or right, nor shall it be a waiver of any of the other terms and conditions.
- On termination of this Purchase Order, for any reason, all warranty, infringement, confidentiality and liability obligations and limitations and those terms which by their nature are intended to survive, will survive. Termination will not prejudice either party to require performance of any obligation due at the time of termination.
- Allis and Supplier are contractors independent of one another. Nothing in this Purchase Order is intended to or will constitute either party as an agent, legal representative, or partner of the other for any purpose.
- Allis and Allis customers reserve the right to verify product at Suppliers premises.
Rev. Feb. 2009
Customer Terms & Conditions
Definitions. The term "Buyer" as used herein shall mean the individual, firm, partnership, corporation, limited liability company or entity to whom this sales order is addressed. The term "Seller" as used herein shall mean Allis Tool & Machine Corporation.
- Complete Contract. This sales quote and/or order contains the complete agreement between Buyer and Seller, and no course of dealing or usage of trade or actual course of performance shall be relevant to explain or supplement any term used herein, and all different terms and conditions proposed by Buyer are hereby expressly rejected. Any other oral agreement between the parties with respect to the subject matter hereof shall be null and void. If Buyer shall use its own purchase order or other form to order from Seller, such form shall be used for convenience only and shall evidence Buyer's unconditional agreement to these terms and conditions. Any additional terms or conditions contained therein are objected to by Seller. Seller's failure to object to specific provisions contained in Buyer's orders or other communications shall not be deemed a waiver of the terms and conditions herein. Agreement to these terms and conditions can be made by any commercially reasonable means, including Buyer's return of a duplicate copy of this sales order or Buyer's acceptance of goods covered herein. Acceptance by Buyer of goods covered herein shall conclusively be deemed Buyer's acceptance of the terms and conditions on the front and back of this sales order. No additional or other terms shall be binding upon Seller unless accepted in a writing signed by Seller.
- Limited Warranty. Seller warrants, for a period of 30 days from the date of delivery to Buyer (the "Warranty Period") that the goods delivered hereunder are free from defects in material and workmanship under normal conditions of use and service. Seller's sole obligation under this warranty shall be, at its option, to either repair or replace the nonconforming goods without cost to Buyer. Seller shall not be obligated to repair or replace any goods unless Buyer notifies Seller of the defect during the Warranty Period or if the goods or any part thereof have been misused, abused or damaged (including damages by accident, fire or other casualty), used or installed contrary to Seller's instructions or modified or repaired without Seller's authorization. Repair or replacement pursuant to this warranty shall not renew or extend the Warranty Period, but any repaired or replaced goods shall be warranted for the balance of the original Warranty Period or 30 days, whichever is longer. Repair or replacement on the terms provided above shall be Buyer's sole remedy for any nonconforming goods delivered hereunder. In no case shall Seller be responsible for, nor shall Buyer make any claim against Seller for, any incidental, special or consequential damages or for any other loss or relief not expressly provided for herein.
- Warranty Disclaimer. EXCEPT AS PROVIDED IN SECTION 2 HEREOF, SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 2 HEREOF, SELLER'S LIABILITY HEREUNDER SHALL BE LIMITED TO SELLER'S INVOICED PRICE FOR THE GOODS PURCHASED AND PAID FOR. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RELATING TO THE GOODS COVERED HEREBY, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
- Prices. The prices stated herein are F.O.B. Seller's plant and are based on the quantities specified for delivery in a single lot unless otherwise indicated on the front side hereof. Such prices are subject to increase by Seller for (i) any order change made by Buyer and approved by Seller, and (ii) with respect to multiple orders pursuant to a single purchase order, any order confirmed after a general price increase made by Seller.
- Payment. Payment terms are net [thirty (30) days] after shipment unless otherwise stated on the front of Seller's invoice. Outstanding balances not paid when due shall be subject to a late charge accruing from the date of Seller's invoice at the rate of the lower of eighteen percent (18%) per annum or the maximum interest allowable under applicable state law on any late payments due hereunder. Failure to timely pay any Seller invoice shall cause all subsequent invoices to become immediately due and payable.
- Taxes and Fees. Prices stated herein do not include any taxes, charges, assessments or duties, and the amount of any thereof, which Seller is required to pay or collect shall be invoiced to Buyer. Buyer shall be responsible for and pay all such taxes, charges, assessments and duties arising by reason of this order. Buyer shall also pay any collection fees and reasonable attorneys' fees incurred by Seller in collecting payment of the purchase price and any other amounts for which Buyer is liable under the terms and conditions hereof.
- Shipment; Risk Of Loss; Title. Unless otherwise agreed to in writing by the parties, deliveries of the goods shall be F.O.B. Seller's plant. Seller shall use its best efforts to place the goods in the possession of a carrier and to make a contract for their transportation as may be reasonable, having regard for the nature of the goods and generally accepted commercial standards. Buyer shall be responsible for and pay all expenses paid or incurred by Seller in delivering the goods. Buyer shall be responsible for insuring the goods during shipment. Risk of loss of the goods shall pass to Buyer at the time the goods are tendered to such carrier.
- Cancellation; Modification; Suspension. Cancellation, modification, suspension or delay in shipment of Buyer's order shall not be accepted on terms which will not fully indemnify and reimburse Seller against loss; such indemnity to include recovery of all direct costs incurred, including normal indirect and overhead charges and a normal profit.
- Credit Approval. Shipments, deliveries and performances of work shall at all times be subject to the approval of Seller's credit department. Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment in advance or upon such other payment terms as are acceptable to Seller's credit department.
- Force Majeure. Seller shall not be liable for any delay in performance or nonperformance on the part of Seller, directly or indirectly caused by fire, explosion, accidents, flood, labor trouble or shortage, war, act or regulation of any government, inability to obtain suitable material, equipment, fuel, power or transportation, or act of God, arising from contingencies, happenings or causes beyond the control of Seller. Quantities so affected by any such circumstances may be reduced by Seller without liability, but this sales order shall otherwise remain unaffected.
- Waiver. The failure of Seller to insist in any one or more instances upon the performance of any of the terms, covenants or conditions of this sales order, or to exercise any right herein, shall not be construed as a waiver or relinquishment of any other terms or conditions of this sales order nor of the future performance of any term, covenant or condition or the future exercise of any rights herein.
- Assignment. Buyer shall not assign its right under this sales order or any interest herein without Seller's prior written consent. Any assignment without such consent shall be void and have no force and effect. [Seller, in its sole discretion, may subcontract or delegate any of its rights and obligations hereunder to any other party, without the prior written consent of Buyer.]
- Set Off. Seller may set off any amount due from Buyer, whether or not under this sales order, against any amount which may become due to Buyer hereunder.
- Controlling Law; Jurisdiction. This transaction shall be governed by, and this sales order shall be construed and enforced in accordance with the laws of Wisconsin without regard to any conflicts of laws principles. Any and all legal actions or proceedings shall be brought only in the courts of the State of Wisconsin.
- General. The rights and remedies of Seller herein shall be cumulative and in addition to all of Seller's other rights in law or equity. The titles of the sections set forth herein are for convenience only and shall not be applied to limit or restrict the meanings herein. Any provision herein prohibited by law, regulation or ordinance shall be ineffective to the extent of the prohibition without invalidating the remaining provisions herein