QUANTUM LIFT, INC.
TERMS AND CONDITIONS OF SALE
1. ACCEPTANCE: Any order based on a quotation by QUANTUM LIFT, INC.(Seller) for the purchase of goods or services from the Seller shall be subject only to the terms and conditions set forth herein and is subject to approval and acceptance by Seller at its home office in Warren, Michigan. There are no understandings or agreements other than as set forth herein. No additions, deletions or modifications of these terms or any other matter specified in this quote proposed by Buyer in any printed forms or otherwise shall bind Seller unless accepted by Seller in writing. regardless of whether such terms would materially alter these terms. Any quotation made by Seller shall expire automatically thirty (30) days after its date, and may be reinstated only by written confirmation of Seller. Stenographic and clerical errors are subject to correction.
2. PRICES: Prices are F.O.B, Seller’s plant, stated and payable in United States funds, and are subject to change without notice at any time prior to Seller’s acceptance of Buyer’s order. Unless specifically mentioned, prices quoted do not include the amounts of any applicable sales, use, transfer, or excise taxes, tariffs, or custom duties, and Buyer will be charged for any such taxes, tariffs, or custom duties levied upon the sale, transfer, import or use of the goods sold hereunder. Only the specific machinery or services, as listed in the quote, is included in the price. Any additional equipment, accessories or features ordered or required by Buyer shall be added cost.
3. TERMS: Shipment, according to terms, is contingent upon Buyer’s maintenance of a satisfactory financial condition. Buyer agrees to sign prior to shipment, if requested, all documents necessary under the Uniform Commercial Code to create a valid security interest in favor of the Seller in the subject matter of this quote or any subsequent contract between the parties. If shipments are delayed by the Buyer, payment shall become due from the date when the Seller is prepared to make shipment. Seller’s obligation of delivery is extended by a period of default in payment of the installment schedule provided. If agreement terms provide for any payment by Buyer before delivery, default in payment authorizes Seller to suspend work on the subject program for the period of default and Buyer shall be responsible for any cost related to such suspension, including increases in the material or labor costs. Any installment due Seller shall commence accruing interest at 1.5 percent per month or the highest rate allowed by law after fifteen (15) days from the due date of such payment.
4. DELIVERY: The delivery time quoted is an estimate only. It is based on design time, construction time, and work scheduling anticipated. Seller shall bear no liability for changes in delivery dates. Work schedules of Seller shall be subject to significant amendment, at Seller’s sole discretion, in the event of any delays in performance by Buyer, whether or not Seller consents to such delays. Any reinstatement of the agreement, after a default has occurred as a result of Buyer delay, is subject to new scheduling by Seller, at its sole discretion.
5. INSTALLATION: Unless otherwise specifically agreed in writing, on the face hereof, all costs of installation of the goods at Buyer’s location shall be borne by Buyer.
6. CANCELLATION: Orders placed for equipment covered by Seller’s quotation are not subject to cancellation, If canceled by Buyer, Buyer shall pay to Seller a percentage of the contract price, as determined by Seller, that fairly represents the percentage of the contract completed at the time of cancellation including components and material purchased but not integrated into the machine and not otherwise of immediate usefulness to Seller.
7. DRAWINGS, PRINTS, AND SPECIFICATIONS: Seller shall be responsible to meet specifications and/or tolerances for machinery, if made a part of this proposal. In the event Seller reasonably meets these specifications and/or tolerances, it shall have responsibility for the quality of its workmanship and materials only. Seller shall not be responsible for specifications and/or tolerances supplied by Buyer. In the absence of specifications and/or tolerances furnished by Buyer, Seller, in its discretion, shall determine acceptability of machinery and end product. Specifications as proposed by Seller for custom machinery are based upon engineering conceptions and may require alteration during design and construction, at the discretion of Seller. The final plans and specifications developed for such items shall supersede all other specifications or design requested by Buyer. Buyer shall be responsible for additional charges for such changes as determined by Seller. Design concepts, detailed drawings and related patent rights remain the property of Seller.
8. WARRANTY: Seller provides no warranty in any form whatsoever for pre-owned or used goods, which are sold “as is, where is”. In a limited fashion, Seller warrants only new goods covered by this quotation and sold to Buyer (excluding components purchased by Seller from others) to be free from defects in materials and workmanship for a period of twelve (12) months following shipment The foregoing warranty will become void and Seller will have no obligation with respect to any goods that are not used or maintained in a normal and proper manner or under recommended conditions. or that are modified, altered, or repaired by persons other than Seller, Seller shall have no liability hereunder for claims made under this Warranty which are not in writing and which have not been delivered to Seller within thirty (30) days after termination of the Warranty period. The Warranty extends only to the original purchaser and Seller’s obligations under this Warranty is limited to the furnishing of or repairing of at Seller’s option, a part or parts determined by Seller to be defective. Dismantling and assembly at Buyer’s plant, packaging and shipping costs, if required, are to be paid by the Buyer. Components purchased by Seller from others for inclusion on goods sold by Seller are guaranteed and warranted by Seller only to the extent of the guarantee or warranty, if any, made to Seller in connection therewith. Upon delivery of the goods to Buyer, Seller shall be deemed to have assigned to Buyer all manufacturer warranty rights for incorporated parts purchased by Seller from others. For any and all requests for repair or replacement, Buyer must give Seller written notice for any alleged defect within thirty (30) days of its discovery and give Seller a reasonable opportunity to make corrections. EXCEPT FOR THE SELLER’S WARRANTY OBLIGATIONS CONTAINED HEREIN, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF, SELLER MAKES NO WARRANTY OF MERCHANTABILITY WITH THE RESPECT TO THE GOODS SOLD UNDER THIS CONTRACT. SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER, SPECIAL, INCIDENTAL, CONSEQUENTIAL, LABOR EXPENSES OR OTHERWISE CAUSED BY/OR ARISING OUT OF THE FAILURE OF THE GOODS, HEREUNDER TO CONFORM TO THE FOREGOING WARRANTY.
9. GOVERNING LAW AND LIMITATIONS OF ACTIONS: Any legal action for warranty resulting from this agreement must be commenced within one (1) year after the cause of action has accrued, but under no circumstances later than one (1) year after delivery of the product and/or services delivered hereunder. No civil action for money concerning any dispute arising under this Agreement shall be instituted in a court of law, until all such disputes have first been submitted to final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) (http://www.adr.org). Such arbitration shall be conducted before a single arbitrator, selected by the Seller and Buyer from a panel suggested by AAA or otherwise agreed upon by the parties. The rights and obligations of the parties hereto for all contract actions shall be governed by the laws of the State of Michigan and any action brought hereunder must be commenced in the circuit court for the County of Macomb, State of Michigan or the United States District Court for the Eastern District of Michigan, either of which shall have exclusive jurisdiction. Upon initiation of arbitration and legal action resulting from this agreement, in addition to any judgment rendered on the merits, as a result of the legal action, the prevailing party shall be entitled to recovery of its reasonable attorneys’ fees and costs for pursuit of such action.
10. PATENT INFRINGEMENT: Seller shall have no liability or responsibility with respect to any material or part thereof supplied by or manufactured to the design of Buyer infringing any United States or foreign patent, and Buyer will indemnify and save Seller harmless from any such claim or infringement including payment of Seller’s attorney’s fees.
11. LABOR WARRANTY: Seller, by acceptance of orders hereunder certifies that Seller complies with the Fair Labor Standards Act, as amended, and all regulations and orders issued pursuant thereto.
12. INDEMNIFICATION AND SAFE OPERATION: Buyer shall comply with all directions contained in any materials supplied by Seller and will require its employees to comply with all applicable federal, state, local or industry safety standards, to observe all warnings and to provide its employees with appropriate safety equipment. Buyer shall not allow the removal of any safety devices or warnings from the equipment. Buyer shall indemnify Seller in the event of any claim, loss or expense for injury to any person arising out of the operation for the machine except the warranty liabilities to the original Buyer.