1. PARTIES. “Seller” shall mean SyBridge Technologies and its subsidiaries. “Buyer” shall mean the entity or person submitting the purchase order to Seller. These terms and conditions of sale define the relationship of Buyer and Seller with respect to equipment, machinery, components, supplies, materials, and other personal property (individually and collectively, “equipment”) by Seller to Buyer. Buyer acknowledges and agrees these Terms and Conditions of Sale are incorporated in, and are a part of, each purchase order quotation, invoice, release, requisition, work order, shipping instruction, specifications, and any other document, in written form or electronic communication, relating to the sale of equipment by Seller to Buyer.
2. QUOTATION EXPIRATION. Written quotations are valid for 15-days unless otherwise specified. All quotations will be steel to print. Seller shall have the right to withdraw any quote that has not been accepted by the buyer within the 15- day period.
3. PRICING. Prices for equipment and other related information shown in any Seller publication, including but not limited to catalogs, brochures, and websites, are subject to change without notice. Prices do not include freight charges, use tax, sales tax, excise tax, value added tax, or similar charges of any nature whatsoever, imposed by any governmental authority unless expressly noted by Seller. If during the performance of the contract the Seller’s input costs increase necessary to the production of said equipment, including the scale of wages of the employees of Seller or the cost of materials, Buyer agrees that the cost and charges incident to the completion of said articles shall be increased to reflect such additional costs, whether due to delay caused by the Buyer, or by forces beyond the control of the parties, and Buyer shall be responsible for payment of labor, materials plus an associated markup.
4. TERMS OF PAYMENT. Unless otherwise specifically agreed in writing by Seller, the total price is due and payable to Seller without setoff or other deductions or charges, net 30-days of Seller’s invoice. Any amounts due by Buyer to Seller that are unpaid on or after 30-days of Seller’s invoice, will bear interest at the rate of 1.5% per month or, the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided herein will not constitute a waiver by Seller of any rights and remedies in connection with a default by the Buyer. If shipment, delivery of equipment, Part Production Approval Process, is delayed by or at the request of Buyer, payment will remain due in full 30-days from the date of Seller’s invoice. In such event, Seller may impose, and Buyer shall pay, storage charges and other incidental expenses incurred by Seller as a result of the delay in addition to any interest on late payments as described herein.
5. SECURITY INTEREST. As security for payments of all amounts due to Seller, Buyer grants to Seller a security interest in all equipment sold by Seller to Buyer, and Seller will have all rights of a secured party under the Personal Property Security Act (Ontario) or in the United States Article 9 of the Uniform Command Code governing security interests, as adopted, in the applicable jurisdiction of the Buyer. Buyer agrees to cooperate with Seller to perfect this security interest in all appropriate jurisdictions, and Buyer shall pay applicable filing fees.
6. LIMITED WARRANTY-DISCLAIMER OF WARRANTIES. Seller
offers a limited warranty on all newly designed and manufactured injection molding equipment produced at SyBridge Technologies and its subsidiary’s manufacturing facilities for five hundred thousand (500,000) mold cycles (shots) and/or one (1) year, whichever comes first. For the warranty to remain valid all preventive maintenance work, other than regular and routine maintenance, must be completed by the Seller, at its facilities and at the Seller’s prevailing charge for maintenance, parts, and labor. Buyer shall be responsible to follow routine preventative maintenance guidelines, keep equipment in good working order, request and schedule maintenance, and repair upon tool acceptance.
The warranty of all purchased components is limited to the warranty extended by the manufacturer of such components. All components specified in the Buyer tooling standards shall be exempt from Seller’s warranty. The sole remedy to Buyer with respect to defects in such components shall be against the manufacturer under any applicable manufacturer’s warranty, to the extent available to the Buyer, and Buyer will address all warranty claims to the Buyer’s specified manufacturer and not to the Seller.
SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY STATED HEREIN, WITH RESPECT TO OR IN ANY WAY RELATING TO THE EQUIPMENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THE MANUFACTURER WARRANTY ON ANY COMPONENTS IS NOT TRANSFERRABLE TO BUYER, SELLER DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED.
IN NO EVENT SHALL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF DEFECTIVE EQUIPMENT.
BUYER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF BUYER AND SELLER MAKES NO REPRESENTATIONS WITH RESPECT TO THEM. SELLER RESERVES THE RIGHT TO REVIEW AND ASSESS ANY TOOLING FAILURES TO DETERMINE ROOT CAUSE AND WHETHER WARRANTY APPLIES.
ALL SERVICE REPAIRS AND ENGINEERING CHANGES OF EQUIPMENT MUST BE PERFORMED BY SELLER. IF BUYER PERFORMS REPAIR WORK OR HAS SUCH REPAIR OR ENGINEERING CHANGES PERFORMED BY AN UNAUTHORIZED VENDOR ALL WARRANTIES SHALL BE RENDERED NULL AND VOID.
7. PROJECT SCHEDULE. Buyer recognizes and agrees that when Buyer issues a purchase order, Seller schedules engineering and production resources; any changes to such schedule will result in additional costs and inefficiencies and will impact production schedules and commitments to other customers. Buyer shall be responsible for all such additional costs resulting from schedule changes. Seller reserves the right to change delivery schedules and adjust pricing based on Buyer changes to specifications after engineering sign off, or other delay caused by or in control of Buyer.
8. DELIVERY. Any delivery dates or other schedule of performance by Seller are proximations and the sole obligation of Seller with respect to schedule of delivery or performance will be to use commercially reasonable efforts to deliver the equipment, or otherwise to perform, consistent with the reasonable demands of its business. If the contract performance is delayed by Buyer or by forces beyond Seller’s control, Seller shall have the right to update the delivery schedule to reflect such delivery, and Buyer shall be responsible for all additional costs incurred by the seller as a result of such delay. Buyer shall be responsible to assure all supplied safety items are properly installed for mold loading/unloading, in-plant relocation and mold transport.
9. RISK OF LOSS. Title to and risk of loss or damage to the equipment will pass to the Buyer on delivery by Seller F.O.B. at Seller’s facility, or as otherwise specifically agreed by the parties.
10. INSPECTION AND ACCEPTANCE. Buyer will have 15 days from the date of delivery to notify Seller, in writing, of any defects, non-conformance, or rejection of the equipment. After this period, Buyer shall be deemed to have accepted the equipment, if the equipment has not previously been accepted. After acceptance, Buyer shall have no right to reject the equipment for any reason or to revoke acceptance.
11. CANCELLATION OF AGREEMENT. In the event of cancellation of the Agreement by the Buyer, Buyer shall pay to Seller, at a minimum, all costs incurred by Seller, including but not limited to the cost of, parts and labor, and a markup of 30% on all parts, labor and work performed. Alternatively, at sellers option, if Buyer cancels at engineering/design completion, Buyer shall pay Seller 40% of the total contract price; if Buyer cancels after steel purchase, Buyer shall pay Seller 60% of the contract price; if Buyer cancels after machining of components, Buyer shall pay Seller 75% of contract price; if Buyer cancels after final assembly of equipment, Buyer shall pay Seller 90% of the contract price; and if Buyer cancels after tryout (TI), Buyer shall pay Seller 100% of the contract price, as well as all direct and indirect costs, including without limitation, all applicable restocking or cancellation charges including reimbursement for direct costs assessed by component manufacturers, as incurred directly or indirectly by Seller in connection with performance under the Agreement.
12. TECHINCAL SUPPORT. Unless otherwise provided on the quotation or invoice, the Agreement does not include any services of Seller in connection with installation, testing, or evaluation of the equipment. Seller shall make available to Buyer, at Buyer’s expense, technical support services related to the equipment at then prevailing rates, together with any out-of-pocket expenses to Seller in connection with the technical support.
13. ENTIRE AGREEMENT. The written agreement contains the entire agreement between the Seller and the Buyer and can be modified or rescinded only by writing signed by both parties. Failure by either party to insist on strict performance of the Agreement will not be construed as a waiver of any term or condition of the Agreement.
14. COMPLIANCE WITH LAWS. Buyer shall be responsible for compliance with any and all laws or regulations respecting safety or use of the equipment and shall indemnify and hold Seller harmless from and against any and all claims or violations of laws or regulations or claims of personal injury or property damage directly or indirectly related to the installation, maintenance, or operation of the equipment.
15. EXPORT CONTROL LAWS. Buyer is solely responsible for compliance with all applicable export restrictions and regulations of any U.S. agency or authority restricting or otherwise regulating payments, or the use, dissemination, or exportation of information or goods, this includes but is not limited to: (i) The Arms Export Control Act (AECA) (22 USC 2778); (ii) the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130); (iii) the Export Administration Act of 1979, as amended (50 USC 4601 et seq.(expired), as continued in effect by Executive Order under the International Emergency Economic Powers Act (50 USC 1701 et seq,); (iv) The Export Administration Regulations (EAR) (15 CFR Parts 730-774), including the revisions from the Export Control Reform Act of 2018; (v) the Foreign Assets Control Regulations (31 CFR Parts 500-598) and all U.S. economic and trade sanction statutes and Executive Orders administered and enforced by the Office of Foreign Assets Control (OFAC); (vi) The International Emergency Economic Powers Act (50 USC 1701 et. seq.); (vii) the Trading With the Enemy Act (50 USC 4301 et seq.); (viii) the Foreign Trade Regulations (50 CFR Part 30); (ix) all other Legal Requirements of the United States and, regulations regulating exports, deemed exports, temporary imports, or re-exports to or from the United States; and (x) all Legal Requirements of the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom.
16. FORCE MAJEURE. Seller shall have no liability to Buyer or any other person for delays in performance due to weather, fire, health epidemics, floods, act of God, actions by governmental authorities, strikes or labor disputes, accidents, or any other causes reasonably beyond the control of the Seller.
17. GOVERNING LAW, JURISDICTION AND VENUE. The Agreement between Buyer and Seller will be governed by and construed in accordance with the laws of the State of Michigan. Jurisdiction and venue of any disputes shall be proper exclusively in the Circuit Court of Oakland County in the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division.