1) DEFINITIONS. In these Terms and Conditions of Sale, the following words shall have the following meanings:
“Buyer” Means the person, company or other entity who purchases Products from Seller
“Order” Acknowledgment” means the Seller’s standard order acknowledgment for products.
“Price” means the price for Products as stated in the Order Acknowledgment to which these Terms
And Conditions of sale are attached.
“Product” means any goods or services agreed to be supplied to the Buyer by the Seller
“Purchase Order” means the Buyer’s standard purchase order for Products.
“Seller” means Dynamic Machine Tools, LLC
2) Application of Terms: Seller agrees to provide Products to Buyer only on the terms and conditions set out below. Any additional terms or conditions proposed by Buyer(whether in a purchase order or otherwise) that are inconsistent with or in addition to the terms and conditions set out below are expressly rejected and shall be void and of no effect, unless agreed to in writing by Seller, notwithstanding Seller’s commencement of performance and /or delivery.
3) Payment Terms: Standard Payment Terms for Machinery - are 30% Down, 60% prior to ship, Balance due 10 days after delivery unless special terms are agreed in writing. If the machine is in stock to expedite shipment then terms are, 90% down, Balance due 10 Days after delivery. Standard Terms for Tooling – Net 10 days after delivery
4) PRICES: Prices are subject to change without notice, in Seller’s sole descretion, at any time prior to the date of Product delivery, Unless a Quotation has been previously provided to Buyer and remains in effect. Prices are FOB: Shipping Point and exclusive of all taxes(including but not limited to sales tax) insureance, license fees, customs fees, duties, transportation charges and all other charges: all of whch shall be paid by the Buyer, and Buyer shall indemnify, defend, and hold Seller harmless therefrom. Shipments will not be insured unless specifically requested in writing by Buyer in the Purchase Order and confirmed in writing by seller in the Order Acknowledgement.
5) CANCELLATION OR DEFERMENT: Orders may not be cancelled by Buyer, and deliveries may not be deferred by Buyer except with the prior written consent of Seller and upon terms which will indemnify Seller for all costs incurred, plus a reasonable allowance of profits
6) DELIVERY; FORCE MAJEURE: Seller will make all reasonable efforts to fulfill a proposed delivery Ship/delivery date. However, no proposed delivery date can be guaranteed. The Products shall be deemed accepted by Buyer whe Buyer(i) notifies Seller of acceptance in writing,(ii) uses the Products or permits use by others(iii) remits payment of the Products to seller, or (iv) fails to notify Seller of rejection within ten(10) days after Buyer takes possession of the Products. Buyer may not revoke its acceptance, except as specifically permitted under applicable law. Any use by Buyer of any part or all of the Products after any attempted rejection or revocation of acceptance is wrongful against Seller and will constitute acceptance of all of the Products by Buyer. Products may only be rejected for breach of the warranty set forth in Paragraph 7 below and returned in accordance with the terms of paragraph 8 below. Seller shall not be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes beyound its control, including, without limitation, strike, lockout, riot, war, fire, act of God, acts of terrorism, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier of seller caused delays, inability to obtain labor, material or manufacturing facilities, or compliance with any law, regulation or order, whether valid or invalid, of any cognizant governmental body or any instrumentality therof whether now existing or hereafter created.
7) WARRANTY: Unless other wise stated, 1 year parts and labor. SELLER MAKES NO WARRANTY AS TO MERCHANTABILITY OR AS TO THE FITNESS OF ANY PRODUCT FOR ANY PARTICULAR PURPOSE.
8) Title; RISK OF LOSS. Title in the Products shall remain with seller until Buyer has paid Seller the Price in Full, in accordance with terms hereof, as well as any other payments due to Seller from the Buyer. So long as title in the Products remains with Seller, the Buyer mst keep the Products free from any charge or encumbrance and mark the Products conspicuously as being the property of Seller. If the Buyer is in default of any obligation hereunder or is insolvent or has a receiver, liquidator or similar officer appointed over all or any of its assets, Seller shall have the right to retake possession of the Products and for that purpose to go onto any prmises occupied by the Buyer and recover the Products. Such repossession shall not constitute a rescission or termination of any contract between Seller and the Buyer unless Seller expressly elects to do so. Notwithstanding that title in the Products may still rest with Seller, the Buyer shall bear all risk of loss or damage to the Products upon delivery to the Buyer’s designated carrier at the shipping point.
9) INDEMNIFICATION: Buyer shall indemnify, defend, and hold Seller harmless against any expense, loss, costs or damages(including reasonable attorneys fees)resulting from any clamed or actual bodily injury, property damage or death, or any claimed or actual infringement of any patents, trademarks, copyrights, trade secrets or any other industrial property rights , arising out of (i) compliance by Seller with any of Buyer’s designs, specifications, or instructions, and(ii) any use or sale of a product delivered herunder, except to the extent arising ou of Seller’s negligence in design or manufacturing.
10) GOVERNING LAW: These Terms and Conditions of sale shall be governed by the laws of Washington State, without regards to its conflict of law principles. Buyer and Seller hereby consent to the exclusive jurisdiction and venue of the courts located in Snohomish County in connection with any dispute relating hereto.
11) ENTIRE AGREEMENT: These Terms and Conditions of Sale, together with the attached order Acknowledgment, set out the entire agreement between the Seller and Buyer relative to the Products covered herby and supersede any prior agreements or understanding between the parties, whether oral or in writing, between Buyer and Seller relative to the Products covered hereby.