Acceptance and Quotation: Transfer Tool Products, LLC, that references these Terms is herein referred to as "Seller" and the customer purchasing products ("Products") or services ("Services") is herein referred to as "Purchaser." These terms and conditions of sale ("Terms"), any Seller quotation, acknowledgment, invoice and other document or form prepared or delivered by Seller (collectively, "Seller Documents" and together with these Terms, the "Agreement"), constitute the complete terms governing the sale of Products and Services. Seller may update these Terms at any time without notice. Additional or different terms applicable to a Sellers offer or sale may only be specified in the body of a Seller Document or expressly agreed to in writing by the parties. In the event of a conflict, the following order of precedence will apply: (a) terms expressly agreed to in writing and executed by an authorized officer of Seller; (b) Seller Document terms; (c) these Terms.
Quotation: The quotation issued by the Seller ("Quotation") is an offer from the Seller to enter into a contract with the Purchaser to sell a quantity of Products or Services described on the Quotation (the "Products") for the life of the Purchaser's program (the "Program") for which the Products are to be used. This is not including any extensions or renewals of such Program and/or model refreshes, as reflected in the Program's life ("Program Life") or a maximum Program Life for 10-years. All Quotations issued by the Seller are valid for 30 days and can be amended by the Seller at any time. Any of the following acts by Purchaser will constitute their acceptance of the Quotation, these Terms, and all terms and conditions contained herein in their entirety: (i) acknowledging the Quotation; (ii) issuing a purchase order for the Products or Services on the same or substantially the same terms as reflected on the face of the Quotation; (iii) accepting delivery of the Products or Services; or (iii) by other conduct which fairly recognizes the existence of a contract for the purchase and sale of the Products
Audit: The Purchaser may not examine or audit Seller's cost accounts, books or records of any kind or any matter, or any other data that Seller, in its sole discretion, considers confidential or proprietary.
Credit Approval: All shipments to be made, are subject to the approval of Seller's credit department. If, in the Seller's sole judgment, the financial responsibility of the Purchaser is or becomes unsatisfactory, then the Seller may, at their option and without prejudice to any of its other remedies, (a) defer or decline to make any shipments hereunder except upon receipt of payment, COD, or cash payments in advance (CIA) or any other terms deemed necessary by Seller's credit department (b) terminate any or all Purchase Orders of the Purchaser, (c) refuse or delay scheduling/fulfillment of any current or future releases.
Pricing: The price for the Products or Services listed on the Quotation, is in U.S. Dollars and are subject to change without prior notice for any reason. If the cost of any of the Seller's inputs into the Products or Services increase, the Seller reserves the right to increase prices and/or surcharge the Purchaser, and the Purchaser agrees to accept such price increase or surcharge until the term of such cost increase or surcharge or until the termination of the contract to which these terms and conditions apply is reached (i.e. Raw Material, Secondary Services, Direct Buy Supplies etc.). Unless otherwise stated in the Quotation, a negotiable price change in piece price cost for any increase or decrease in annual volumes greater than twenty (20%) based from estimates provided in Seller's quote. If the Purchaser objects to any price change or if the Purchaser refuses to provide a new purchase order reflecting such price change, Seller may, at its option, stop any or all future shipments of Products or Services.
Taxes: Unless specifically stated, prices do not include sales, use, excise or other similar taxes or duties ("Taxes"). Purchaser will pay any and all clearance charges, broker's fees, taxes and other amounts payable in connection with the Seller's delivery of Products and Services.
Directed Buy Status: In the event the Purchaser's Customer requires/directs the Purchaser to source certain goods, products or services to the Seller (a "Directed Buy"). the Purchaser acknowledges and agrees that it shall indemnify and hold the Seller harmless from any commercial issue that arises out of the supply of Directed Buy goods or services, which shall be resolved between the Purchaser and the Purchaser's Customer directly.
Terms of Payment: The inspection rights granted to the Purchaser will not affect or alter the payment terms or the timing of the Purchaser's payment obligations. Under no circumstances will the Purchaser have a right of set-off payments, unless otherwise expressly agreed to by the Seller in the Seller's quotation, terms of payment are thirty (30) days net from the date of the Seller's invoice.
Quantities/Releases: Unless otherwise agreed in writing, any variation in quantities shipped over or under 10% of the quantities ordered shall constitute compliance with the Purchaser's Order. If a Purchase Order does not specify quantities, or specifies the quantities as "blanket order", "as released", "as scheduled", "as directed", "subject to the Purchaser's production releases" or another similar reference, or if a Purchase Order purports to be a "Requirements Contract" (or something similar) but the Seller has not expressly agreed in writing to such requirements obligations, the Seller is not obligated to ship any Products or Services beyond the quantity contained in any firm release that has been accepted by the Seller, and the Seller is not obligated to accept any future orders, Purchase Orders, releases or offers.
Packaging: The Products and Services to be delivered hereunder will be packaged and shipped as provided in the Quotation and/or PPAP. If the Seller is required to use the Purchaser's returnable packaging and such packaging is unavailable, the Seller may use expendable packaging, the costs of which the Purchaser will reimburse the Seller. Unless otherwise provided on the face of the Quotation, export or other special packaging will be an additional charge to the Purchaser
Delivery: The Seller will use reasonable efforts to meet the Purchaser's requested delivery dates, provided the Purchaser has complied with the Seller's applicable 8 weeks order lead time. Unless otherwise noted on the quotation, the Seller will deliver the Products or Services, EX Works, to the Purchaser's facility. The Purchaser will pay all freight, insurance, and other shipping expenses, as well as any special packing expenses. The Seller will use commercially reasonable efforts to meet the quoted delivery dates and will have the right to deliver partial shipments of Products and Services.
Risk and Title: The risk of loss or damage to the Products or Services will pass to Purchaser when the Products or Services leave the Seller's dock, pursuant to the applicable Incoterm on the Quotation. Title to the Products or Services will pass to the Purchaser when the Seller has received payment in full of the Invoice price of the Products or Services. The Seller warrants that title to the Products or Services passes to the Purchaser upon the Seller's receipt of payment in full for such Products or Services.
Force Majeure: The Seller will not be responsible for failure to perform in a timely manner when its failure results from events beyond its reasonable control (an event of "Force Majeure"), including acts of God, natural disasters, epidemics, pandemics, acts of war whether declared or undeclared, blockades, labor disputes (whether of the Seller's employees or the employees of others), raw material shortages, delays of directed suppliers, increases in costs of raw materials, compliance in good faith with any applicable foreign or domestic government regulation or order whether or not it proves to be invalid, and any other cause beyond the reasonable control of the Sellers. In the event of Force Majeure, the time for performance will extend for such time as reasonably necessary to enable the Seller to perform. The Seller may, during any period of shortage due to any of the above circumstances, allocate its available supply of Products or Services among itself and its purchasers in such manner as the Seller, in its judgment, deems fair and equitable. During these times, the Seller will not pay premium freight costs, any downtime or other charges to meet agreed upon delivery dates.
Cancellation, Modification or Insolvency: Once the Seller has either accepted a Purchase Order, such Purchase Order cannot be canceled, terminated or modified by the Purchaser in whole or in part except with the Seller's consent in writing. Either party may terminate the order if the other party: (a) becomes insolvent; (b) makes an assignment immediately or the benefit of creditors; (c) files or has filed against it a petition in bankruptcy; (d) has a receiver appointed for its assets; or (e) is dissolved or liquidated. The Seller acknowledges and agrees that, in addition to any other rights of Purchaser to terminate this order at any time and for any reason, by giving 30-days written notice to the Seller. However, upon such termination, the Purchaser shall pay to the Seller the following amounts, without duplication: (a) The contract price for all Products or Services that have been completed and/or delivered in accordance with the terminated order and not previously paid for (b) All excess raw material committed to purchase (c) All excess inventory of finished goods or services (d) All spare tooling and (e) the suppliers costs needed to manufacture such Products or Services.
Service Parts: The Purchaser, to meet its requirements to its Customer, the Seller also agrees to sell to the Purchaser the number of Parts necessary to allow the Purchaser to fulfill its past model service and replacement parts requirements during the Life of the Program for which the Products or Services are produced, not to exceed ten (10) years following the conclusion of the Life of the Program. The Seller will have no obligation to supply service Products or Services beyond the period of time specified in the Quotation, or, if not specified therein, beyond 10 years after the end of serial production. The price for service Products or Services will be determined by the Seller on an order-by-order basis. The Seller will store Tooling for ten (10) years after Program Production has ended or Life of the Program listed in the Seller's quote has ended, after which Tooling will be shipped back, at the Purchaser's expense, to the Purchaser's last Product or Service location, or otherwise agreed shipment location.
Inspection / Non - Conforming Shipments: The Seller grants the Purchaser the right to inspect Products or Services of any loss, damage, shortage or other non-conformity Products or Services for a period of fifteen (15) business days immediately following date of delivery from Seller's location ("Inspection Period"). The Purchaser must afford the Seller a reasonable opportunity to inspect such Products or Services, will not destruct/dispose, alter, remove or damage Product or Service packaging and allow for a cure of any nonconformity. If the Purchaser fails to provide the Seller with such written notice of nonconformity within the Inspection Period, the Purchaser shall be deemed to have accepted the Products. Prior to any return authorized by the Seller must be made in accordance with the Seller's return policies then in effect and must be accompanied by a Returned Material Authorization ("RMA") from the Seller. The Seller, in its sole discretion may reject any return of Product or Service not approved by Seller in accordance with this paragraph or otherwise not returned in accordance with the Seller's then current-return policies. The Purchaser's sole remedy, and the Seller's sole liability, for a breach of the foregoing warranty is for the Seller, at its option, to re-perform the Product or Services or credit Purchaser's account for such Services.
Warranty: Non-conformance of the Products with this warranty will be determined either by mutual written agreement of the Parties, or, in the event that the Parties cannot reach such agreement, by a joint root cause analysis of all (or, if impracticable, a random statistically significant sample, as agreed by the Parties) of the Products and the entire system or assembly into which the Products are incorporated and/or controlled by that could have contributed to the alleged non-conformity of the Products in which the Seller is allowed to fully participate and do its own testing (a) Unless otherwise set forth in the Quotation, the Seller warrants to the Purchaser that, at the time of delivery, the Products will be free from defects in material with the exclusion of raw material laminations and/or inclusions which can naturally occur (These defects are nearly impossible to prevent and are inherent in the processing of all metal coils. These material defects may manifest into noticeable defects during the deep drawn forming process). Unless the Purchaser has a written agreement, the Seller will not be responsible for these inherent defects. However, no such warranty is given if material supply or Direct Buy is directed by the Purchaser or otherwise agreed to in writing between the Purchaser and the Seller. Unless agreed otherwise in writing, the Seller is a build-to-print supplier and is not responsible for or liable to the Purchaser for damages (for breach of warranty or otherwise) arising out of or related to the design of the Products, selection of the Products/Suppliers for the Purchaser, the suitability of the Products for any purpose, the integration of the Products into any assembly manufactured by the Purchaser, placement of the Products within the Purchaser's assembly or the vehicle and/or additional shielding or protection of the Product as a result of the environment in which it operates. Unless otherwise specified in the Quotation, the length of the warranty will be (3) three years from delivery to Purchaser.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AGAINST INFRINGEMENT, OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ALL OF WHICH ARE LIMITATION AND EXCLUSION OF LIABILITY.
Ownership of Intellectual Property: Any and all information, in whatever form transmitted, disclosed by the Seller to the Purchaser, including drawings/designs, technologies, manufacturing methods, trade secrets, product date, cost information, samples, models, photographs, devices, developments, processes, copyrights, trademarks, and applications therefore, and other information or intellectual property disclosed or otherwise provided to the Purchaser by the Seller and anything designed and generated by the Seller, all rights therein (collectively, "Intellectual Property") will remain the property of the Seller and not disclose or use or permit to be disclosed or used or to be viewed by any third party to be kept confidential by Purchaser in accordance with these Terms. Purchaser shall have no claim to, nor ownership interest in, any Intellectual Property and such information, in whatever form and any copies thereof.
Tooling / Dies: Unless otherwise agreed in writing signed by the Seller, all material, equipment, facilities, and special tooling, (which term includes but is not limited to tools, jigs, dies, fixtures, molds, patterns, special taps, special gauges, special test equipment), used in the manufacture of the Products or Services shall remain the property of the Seller. Any material, tooling, or equipment furnished to the Seller by the Purchaser will remain the property of the Purchaser with the title to and right of possession remaining in the Purchaser.