Quotes
Clerical errors are subject to correction. Orders are subject to acceptance at the Multiscale Systems, Inc. (the “Seller”) office. Performance of our part of the quote is expressly conditional on the acceptance of the terms and conditions by the customer (the “Buyer”) linked to the quote. We reject any other terms and conditions.
Prices
Prices are based on our costs of raw materials at the time the order is made. Orders that are delivered over three months are subject to price increases due to raw material increases or surcharges placed on the life of the order. The quoted price is good for 30 days. Part production delayed by the customer for more than six months from the purchase order acknowledgement date are subject to re-quotation based on current material and production costs (see Samples clause). Price quoted is best price based on submitted requirements. Undocumented requirements not submitted and acknowledged at time of the initial contract review will be charged as cost plus unless expressly waived by the Seller.
Cancellations
Orders may be cancelled by the Buyer only upon condition that the Buyer assumes immediate liability and makes payment for all work completed and in process. Such charges will include raw materials, unamortized tooling, engineering, handling, overhead, and production costs. Such charges will be determined at the time of cancellation or deferment.
Delivery/Shipments
The Seller will not be liable for damages for default or delay in production or delivery for causes beyond its control including, but to limited to, catastrophic loss or breakdown of equipment, labor disputes, embargoes, acts of God, supplier delays, government restrictions, riots, pandemics, or carrier delays. Bulk packaging is standard unless otherwise specified in writing during the quotation process. Any release delayed more than 90 days from the original release date is subject to a 1.5% monthly carrying charge. Total shipments may vary +/- 5% from total order quantity. The Seller reserves the right to hold shipment to any Buyer that has open past due invoices until payment is received.
Taxes
All sale and/or use taxes and custom duties imposed by Federal, State, County, or municipal authority upon Seller’s transfer and delivery of merchandise will be paid by the Buyer.
Samples
If requested, the Seller will submit samples for approval when starting production of any order. These samples will be sent overnight to the Buyer. The Buyer will have five business days to review the samples and submit verbal acceptance or rejection of the samples, followed by written confirmation within 10 business days of receipt of the samples. Failure of the Buyer to contact the Seller within five business days will be interpreted as acceptance of the samples as is. It is understood that machines are to be run immediately on acceptance of samples unless otherwise specified in the purchase order. Any changes in the original specifications will be made only at the Buyer’s direction and expense.
Claims
In all claims for weight discrepancies, the Buyer must notify the Seller within two business days of receipt of shipment. Any claim that the product is defective must be made within 60 days of receipt of shipment, or it will not be honored. Charges for inspection, repair, or replacement of parts by Buyer without prior authorization by Seller will not be honored. Claims will not be honored on those parts further processed by the Buyer resulting in change of dimensions or characteristics from parts ordered. Seller liability in any claim resulting from the use or incorporation into Buyer’s product will be limited to the value of the Seller’s product used therein. Parts that are subcontracted to an external operation, such as plating, heat treating, or passivation, will be warranted under the specification of the subcontractors terms and conditions. These will be included in the package with the purchase order when accepted at the Seller.
Tools and dies
Tools, dies, gauges, and fixtures are part of the manufacturing process. As a proprietary item, payment by the Buyer, whether separately quoted or not, does not convey ownership or the right of removal from the Seller’s place of business.
Patents
The products hereunder are manufactured in accordance with the Buyer’s specifications and design. Accordingly, Buyer will defend and save harmless the Seller from all damages, claims, actions, or suits based on actual or alleged infringement of any patent registered in the U.S. or elsewhere. Indemnity will include attorney’s fees and any other costs tied to defending such a claim.
Warranty
The Seller warrants that goods manufactured by the Seller will conform to the drawings and specifications furnished by the Buyer. Where products are used and combined with other equipment or components not furnished by the Seller, the Buyer agrees to indemnify the Seller for all claims and expenses resulting from the use or incorporation into Buyer’s products. No express or implied warranty of merchantability or fitness for use is made except as provided herein.
Limited liability
The Seller liability will be limited to the amount of the purchase price of the part for any defective parts. The foregoing states the Seller’s entire and exclusive liability. In no event will the Seller be liable for consequential or special damages arising from any defect or use of its product.
