Disclaimer to Customer
While Mechanical Products endeavors to assure the accuracy of all published collateral materials, please contact the factory to confirm you are accessing the latest available information.
Mechanical Products warrants it's circuit breakers to be free from defects in materials and workmanship for a period of one year after delivery to the purchaser by Mechanical Products or an authorized Mechanical Products distributor, as the case may be. During the warranty period, any circuit breaker found by Mechanical Products, in its sole judgment, to be defective, will be repaired or replaced, at the option of Mechanical Products, without charge to the purchaser, except for the cost of freight and mailing. Mechanical Products disclaims liability for any incidental or consequential damages whatsoever.
The foregoing express warranty constitutes the sole and exclusive remedy of the purchaser and the limit of Mechanical Products liability. This warranty is given in lieu of any and all other warranties, including, without limitation, the implied warranties of merchantability and fitness for particular purpose are specifically disclaimed.
Mechanical Products Company
1112 N. Garfield St
Lombard, IL 60148
1. ACKNOWLEDGEMENT. Purchaser recognizes that Seller may, for operating convenience desire to utilize its own form of sale note in acknowledging this order, or otherwise acknowledge it than by simple acceptance. Therefore, it is agreed that any provisions in the form of acceptance used which modify, conflict with, or contradict any provision of this order, shall be deemed to be waived, and that the provisions of this order, by such acceptance, constitute the whole contract between the parties.
2. PATENTS. Seller agrees to indemnify, protect and hold harmless the Buyer, its successors or assigns, its customers and the users of its products, against all suits and from all damages, claims, demands, costs and expenses for actual or alleged infringements of letters patent, by reason of the articles hereby ordered.
3. QUALITY. When Manufacturing Specifications are referred to on the face of this order, such Specifications shall be deemed to be an integral part hereof as if fully set out herein.
All deliveries furnished on this purchase must be of the quality specified, or in event no quality is specified, must be of the best and will be subject to the inspection and approval of Purchaser and/or Government whether or not any prior payment shall have been made thereon by Purchaser. If materials are rejected, Purchaser shall, by writing, so notify Seller, and Purchaser, at its option and at the expense and risk of Seller, may either return such rejected materials to Seller or hold them for such disposal as Seller shall indicate, without notice to any other person whatsoever, not withstanding any assignment by Seller of the order (where permissible) or of any sums hereunder. Any payments made on such rejected material shall be immediately refunded to Purchaser.
4. QUALITY SYSTEM REQUIREMENTS. All products sold to the buyer, unless otherwise stated, must be manufactured and inspected in accordance with the provisions of ANSI/ASQC Q9002-2000, Quality Systems - Model for Quality Assurance in Production, Installation, and Servicing, or later revision.
5. QUANTITY. The quantity of material, as indicated on the face hereof, must not be exceeded without authority in writing being first obtained from the Purchaser's Purchasing Department.
6. DELIVERIES. Failure to deliver material of the quality and/or within the time specified shall, at the option of Purchaser, relieve it of any obligation to accept and pay for such material as well as undelivered installments, if there be any; and upon failure to deliver as specified, Purchaser may buy elsewhere and charge Seller with any loss incurred thereon, unless deferred shipment be arranged for in writing. Any failure by Purchaser to exercise this option with respect to any installment shall not constitute a waiver with respect to subsequent installments. Purchaser may also suspend deliveries in order to balance inventories, work off surplus stock, or for other good and sufficient reasons.
7. PACKING. No charge will be allowed for packing, boxing or cartage, unless agreed upon at the time of purchase, but damage to any material not packed to insure protection will be charged to Seller.
8. CANCELLATION. This purchase order may be placed in connection with the fulfillment of a war contract with the U.S. Government, or a subcontract there under, in which contract or subcontract the Government or the prime contractor has the right to modify specifications and/or quantities and the right to cancel at any time. It is necessary, therefore, for us to place this order under the same condition, namely, that we shall have the right to modify specifications and/or quantities, or to cancel this order as the Government or the prime contractor modifies or cancels its said contract with us. In the event of modifications or cancellations, you will be compensated on a manufacturing cost basis by reason of modification of specifications, or to the date of cancellation (subject to Government audit), but not for any amount representing damages or loss of anticipated profits.
9. TOOLS AND EQUIPMENT. Unless otherwise agreed herein, special tools, dies and equipment used in the manufacture of said articles shall be furnished by and at the expense of Seller; said tools, dies and equipment shall be kept in good condition and from time to time, when necessary, shall be replaced by Seller without expense to Buyer. However, the Buyer has the option at any time to reimburse the Seller for the whole or any part of said tools, dies and equipment, or replacement without the written consent of the Buyer previously obtained
10. MAXIMUM PRICES. By the acceptance of this order, the Seller represents that to the best of its knowledge and belief, the prices charged herein are not in excess of the prices provided by the applicable prevailing price regulations of the Office of Price Administration, and in the event it is subsequently determined that the prices charged herein are in excess of the prices provided in the applicable regulations of the Office of Price Administration, the Seller agrees to refund such excess.
11. ASSIGNMENT. Seller agrees not to assign or subcontract any portion of this order without written authority of the Buyer. In the event the seller is given the authority of subcontracting the part, the Subcontractor shall afford right of entry to the Seller, Buyer, Buyers Customers, the Buyers Customer's Customers and applicable regulatory agencies including the Federal Aviation Administration (FAA).
12. RIGHT OF ENTRY. The Buyer and its representatives are afforded the right to verify at the Seller's premises the quality of work, records and materials. Such verification by buyer shall not absolve the seller of the responsibility to provide acceptable product, nor shall it preclude subsequent rejection by the Buyer.
13. PAYMENT. Our local check is to be accepted in payment, without discount for collecting.
14. PRICES. This order must not be filled at higher prices than last quoted or charged without advice.
15. DISCRIMINATION. Seller, in performing the work required by this order, shall not discriminate against any employee or applicant for employment because of race, creed, color or national origin. The Seller shall not employ persons less than 14 years of age and shall not allow any persons less than 14 years of age on the manufacturing premises. The Seller shall not employ any prisoners or bonded laborers. The Seller shall not sublet any portion of this order that would be in violation of this paragraph.
16. CONDITIONS. Seller understands that if the work covered by this Purchase Order relates to a Prime Contract with the United States Government and that such work is within the jurisdiction of a department or agency of the United States.
RENEGOTIATION - (a) This Contract is subject to the Renegotiation Act of 1948. (b) The Contractor (which terms as used in this article means the party contracting to furnish the articles or perform the work required by this Contract) agrees, within thirty days after receipt of its signed copy of this Contract, to notify the Military Renegotiation Policy and Review Board, Office of the Secretary of Defense, Washington 25, D. C., of such Contract, indicating its own name and address; provided that, if the Contractor has previously reported to the Military Renegotiation Policy and Review Board any Contract or Purchase Order subject to the Renegotiation Act of 1948, such notification shall not be necessary. (c) The Contractor agrees to insert the provisions of this article, including this paragraph (c), in all Contracts or Purchase Orders in excess of $1,000 to make or furnish any article or to perform all or any part of the work required for the performance of this Contract.
This order is placed with the understanding that the seller has in every respect complied with the provisions of Fair Labor Standards Act of 1938, and Walsh-Healy Act and, further, this purchase order is subject to all applicable statutes and regulations.
The Seller agrees to indemnify the buyer against any damages resulting from violations of the provisions stated above.
The Use Of Class I Or Class II Ozone Depleting Substances (O.D.S.) In The Manufacture Of Any Component, Device, Sub Assy, Product, Or Packaging Supplied To Mechanical Products Is Prohibited.
Acceptance of orders by Mechanical Products of Michigan, LLC ("Mechanical Products") from Buyer is conditioned upon Buyer's consent and agreement to the terms and conditions of sale set forth below. Buyer's acceptance and use of shipped goods will be conclusively deemed consent and agreement to these terms and conditions. These terms and conditions shall apply to all purchase orders sent by Buyer to Mechanical Products. Mechanical Products may change these terms and conditions upon written notice to Buyer, which changes shall apply to orders sent by Buyer after Buyer's receipt of such notice. These terms and conditions shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument by Buyer to Mechanical Products.
1. ACCEPTANCE. Once Mechanical Products accepts Buyer's order, a binding contract is created to purchase and sell the goods identified on Buyer's order on the terms and conditions indicated below. Acceptance of any purchase order is subject to credit rating approval of Buyer by Mechanical Products.
2. PRICES. All prices quoted by Mechanical Products are valid for thirty (30) days from the date of the quotation. All prices quoted are exclusive of applicable sales, use and other taxes relating to the sale, purchase or delivery of the goods, and any such taxes shall be paid by Buyer. Product prices are subject to change without notice. Typographical and other errors in stated prices are subject to correction.
3. DELIVERY. Delivery times are quoted after receipt of a clear order at Mechanical Products Headquarters. Delivery times are tentative. Mechanical Products will not be responsible for delays or non-performance directly or indirectly caused by government regulations, or requirements, acts of God, unavailability of energy and/or materials or supplies, work stoppages, slow downs, boycotts, and other causes (whether or not similar in nature to any of these hereinbefore specified) beyond Mechanical Products reasonable control.
4. TERMS OF PAYMENT. Subject to approved credit and to established credit limits, the purchase price is due and payable 30 days after the date of shipment. Finance charges are imposed on all past due invoices at the lesser of (i) a periodic rate of 1-1/2% per month (an annual percentage rate of 18%), or (ii) a rate per month equal to 1-12th of the maximum annual percentage allowed under applicable state laws. If partial shipments are requested or allowed, Mechanical Products must receive payments within the allowed terms for any partial shipments received. The terms of payment may be changed or credit withdrawn any time Mechanical Products deems necessary. Mechanical Products may require full or partial payment in advance. Non-sufficient funds checks received by Mechanical Products from Buyer are subject to a $50.00 service charge. If Buyer fails to make payments when due, Mechanical Products may recover all incidental and consequential damages caused by Buyer's breach, including all fees paid to collection agencies and attorneys fees and costs, without prior notice of same.
5. SHIPMENT AND RISK OF LOSS. The methods of shipment packaging shall be in accordance with Mechanical Products standard procedures. Unless otherwise agreed to in writing, all transportation and shipping charges shall be invoiced to and paid by Buyer. Risk of loss or damage shall pass to Buyer upon delivery of the goods to the common carrier for shipment.
6. SECURITY INTERESTS. Mechanical Products retains and Buyer hereby grants to Mechanical Products a security interest in shipped goods until the full purchase price has been paid. Buyer's failure to pay any amount when due shall give Mechanical Products the right to possession and removal of the goods at any time upon giving at least ten (10) days prior notice. Mechanical Products taking of possession shall be without prejudice to any other rights or remedies Mechanical Products may have. Upon request, Buyer agrees to execute financing statements or other documents reasonably required by Mechanical Products to protect and perfect Mechanical Products security interest in the shipped goods.
7. INSPECTION AND ACCEPTANCE. Buyer shall inspect all shipments of goods upon arrival and shall notify Mechanical Products in writing of any over shipments, shortages or other failures to conform to the contract, which are reasonably discoverable upon arrival. Such notice must be sent within five (5) business days of arrival. Buyer shall further notify Mechanical Products in writing of any other failure to conform to the contract within five (5) business days after the failure is discovered or becomes reasonably discoverable, or prior to using the goods, whichever occurs first. Packing slips, inspection reports and other documents necessary to support Buyer's claims, shall accompany all notifications. All shortages or other failures to conform not timely reported to Mechanical Products as required by this section will be deemed forever waived by Buyer.
8. PRODUCT WARRANTY. Mechanical Products warrants the products manufactured by it to be free from material defects in material and workmanship for a period of one year after delivery to the buyer by Mechanical Products or an authorized Mechanical Products distributor, as the case may be. During the warranty period, any product found by Mechanical Products, in its sole judgment, to be defective, will be repaired or replaced, at the option of Mechanical Products, without charge to buyer except for the cost of freight and mailing. Mechanical Products disclaims liability for any incidental or consequential damages whatsoever. The foregoing express warranty constitutes the sole and exclusive remedy of buyer and the limit of Mechanical Products liability. This warranty is given in lieu of any and all other warranties and any warranties of merchant-ability and fitness for particular purpose are specifically disclaimed.
9. LIMITATION OF LIABILITY. Mechanical Products liability for goods covered hereby shall be limited as herein provided. In no event will Mechanical Products be liable for incidental, indirect or consequential damages of any kind.
10. TERMINATION. Either Mechanical Products or Buyer may terminate a purchase contract if the other fails to perform its obligations in a commercially reasonable manner. Additionally, if either party petitions for relief under state or federal bankruptcy laws, or if any involuntary petition there under should be filed against it and the same be not dismissed within sixty (60) days, or if it is adjudicated bankrupt, or if a receiver is appointed for its business, or if such party makes an assignment for the benefit of its creditors, or if it defaults in payment of any sum due to the other party, then the other party may, without further notice, immediately terminate any contracts between the parties and enter upon the premises of the defaulting party to repossess and remove any products which have not been paid for in full. Obligations to pay all charges previously accrued shall survive any termination of the contracts between Mechanical Products and Buyer. In addition, any termination of contracts or taking of possession shall be without prejudice to any other rights or remedies including, without limitation, all remedies with respect to the unperformed balance of any outstanding contracts between Mechanical Products and Buyer.
11. NOTIFICATION BY BUYER UPON TRANSFER TO THIRD PARTY. Buyer shall provide notice to Mechanical Products in writing of the name and address of any third party to whom any goods purchased hereunder are transferred promptly after the transfer of goods to the third party.
12. GENERAL PROVISIONS
12.1 WAIVER. Failure by either party to enforce any of its rights shall not be construed to be a waiver of such party's rights or ability thereafter to enforce any of such party's rights under these terms and conditions.
12.2 SEVERABILITY. If any one or more of the above provisions shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall be unimpaired and will continue in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties.
12.3 HEADINGS. Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.
12.4 ENTIRE AGREEMENT. These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof as of the date hereof and supersede all previous understandings, representations, proposals, and discussions, whether oral or written, between the parties concerning the subject matter hereof.
12.5 GOVERNING LAW AND ENFORCEMENT. These terms and conditions shall be interpreted and enforced pursuant to the laws of the State of Illinois.
12.6 FORCE MAJEURE. Neither party shall be liable for damages for any delay or failure to perform resulting from any cause beyond the reasonable control of the respective parties, including labor strikes, fire or acts of God.
12.7 ASSIGNMENT. Buyer may not assign any contract between Mechanical Products and Buyer without the prior written consent of Mechanical Products.
12.8 PAYMENT OF UNDISPUTED INVOICES. Buyer shall pay all invoices rendered by Mechanical Products covering products not in dispute regardless of disputes relating to other invoices or other delivered or undelivered products. As to any disputed invoices, Buyer waives the right to assert offsets.
12.9 SURVIVAL OF OBLIGATIONS. All of the obligations, terms and conditions contained herein shall survive termination of the purchase contract.
12.10 PROPRIETARY INFORMATION. The Buyer shall keep confidential all proprietary information furnished or disclosed by Mechanical Products, including without limitation, drawings, certifications, agency approvals, agreements, pricing, terms or customers. Buyer shall not use or disclose such confidential proprietary information for any purpose except as necessary for the maintenance, repair or operation of the goods, without the prior written consent of Mechanical Products.