Terms & Conditions
- BUYER AND SELLER:As used herein, “Buyer” refers to the party who submits an Order, which is confirmed by seller, is subject to these terms and conditions. “Seller” means Integrity Fab & Machine INC. and “Order” means the purchase order, electronic order or any other order submitted by the buyer.
- PRICES: All prices shall be stipulated on Seller’s Website or quoted directly by seller and are subject to change, without notice, at any time prior to Seller’s acceptance of Buyer’s order. Prices are FOB Seller’s factory or distribution center. All applicable sales or other taxes Seller pays or is required to collect or pay upon sale of merchandise will be added to the invoice. If such amount is not included in invoice for the merchandise, it may be invoiced separately later.
- TERMS OF PAYMENT: All sales are on a cash basis, unless a credit account has been approved by Seller. If any payment is not made when due, Seller may impose interest on the unpaid balance of the price at the rate of 1.5% PER MONTH or the maximum rate permitted by law, whichever is more. If Buyer fails to pay any amount when due under this Agreement, Seller may declare all payments owing under this Agreement and any other agreement with Buyer to be immediately due and payable and may refuse to perform any obligations then remaining unperformed under this Agreement or any agreement with Buyer. Any returned check or electronic payment is subject to a $75 NSF charge.
- DELIVERY: An estimated date of shipment will be included in the order acknowledgement, it is to be understood that it is approximate only and will be established upon Seller’s acceptance of Buyer’s purchase order and receipt of all specifications; except that in the case of special items considered to be non-standard by Seller, it will be established upon the date which Seller receives complete information necessary to design and manufacture. All estimated shipping dates are subject to delays caused by; civil insurrection, war, fire, strikes, labor stoppages, acts of God, or any other factor or cause beyond Sellers control; none of which factors or cause shall give rise to any liability on Seller’s part whatsoever, including loss of use or for any indirect or consequential damages.
- ACCEPTANCE. Buyer agrees to promptly inspect each order received from Seller. Buyer shall be deemed to have accepted an order within 3 days following receipt unless it has previously notified Seller in writing of any claim. All claims for damage in transit shall be submitted directly to the carrier.
- SECURITYINTERST. Seller retains a purchase money security interest in all unpaid goods and these goods shall remain personal property until the unpaid price, and any collection costs, are paid in full. By signing any quote, purchase order, bill of lading, request for purchase (”RFP”), order confirmation or contract Buyer shall be deemed to have provided an authenticated signature under the Michigan Uniform Commercial Code (“UCC”) and these terms shall be deemed incorporated by reference into all such writings. Buyer shall allow Seller to file any financing statement evidencing this security interest and these terms shall be deemed by the parties to constitute a security agreement under the UCC. Until paid in full, Buyer shall not encumber, allow any lien to attach or convey the goods. Buyer shall be responsible for maintaining insurance on all unpaid goods for the invoice amount.
- WARRANTIES: All goods sold by Seller are warranted to be free from defects in material and workmanship. Seller shall not be liable for incidental or consequential loses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other cause relating thereto, and Seller’s liability hereunder in any case is expressly limited to repair or replacement (in the form originally designed or shipped) of goods not complying with this agreement or at Seller’s election, to the repayment of, or crediting Buyer with, an amount equal to the purchase price of goods, whether such goods are for breach of warranty of negligence. This warranty shall not apply to any Seller product which shall have been; (a) repaired or altered other than by Seller or it authorized or approved service personnel; (b) subjected to physical or electrical abuse or misuse; or (c) operated in any manner inconsistent with the applicable Seller instructions for use.
- CLAIMS-NOTICE OF DEFECTS: Seller will give consideration to settlement of Buyer’s claims, but in no event shall the Seller be liable on any claims unless written notice of the claim is received by Seller within the following limitations; for shortages in weight and count, 3 days after delivery; and for all other claims, 30 days after discovery of defect. Buyer shall afford Seller prompt and reasonable opportunity to inspect all materials as to which and claim is made.
- CONSEQUENTIAL DAMAGES. The Seller shall not be liable for any incidental or consequential damages arising from the order, the breach of any warranties, the failure to deliver, delay in delivery, delay on nonconforming condition, or for any other breach of contract or duty between Seller and Buyer. Buyer’s exclusive remedy and Seller’s exclusive liability for any and all claims as to products delivered, whether or not such liability arises in equity, at common law, by statute (including but not limited to the Michigan deceptive trade practices act or similar statute of other jurisdiction), or under the law of contracts, torts (including without limitation, negligence and strict liability without regard to fault), or property, shall be limited, at Seller’s option, to the repayment of the price for the product with respect to which such claim is made plus transportation costs, if any, paid by buyer for such product, or the replacement of such product at Buyer’s designation.
- CANCELLATION, SUSPENSION, or DELAY. This Agreement cannot be cancelled, suspended or delayed by Buyer without Seller’s prior written consent. If Seller agrees to a cancellation, suspension or delay of Seller’s work, Buyer shall pay Seller all costs incurred by Seller up to the date of such cancellation, suspension or delay.
- BACK CHARGES. Seller will not approve or accept returns or back charges for labor, materials, or other costs incurred in modification, adjustment, service or repair of an order unless previously approved by Seller in writing.
- CHANGES in DESIGN. Seller reserves the right to modify the design and construction of the product to incorporate improvements or to substitute material equal or superior to that originally specified.
- RISK OF LOSS: Delivery shall occur and risk of loss shall pass to Buyer upon delivery of the material to a carrier at point of shipment. Transportation shall be at Buyer’s sole risk and expense, and any claim for loss or damage in transit shall be against the carrier only.
- DISPUTES: This agreement is deemed to be entered into in Michigan and to be a Michigan contract and shall be governed and construed in accordance with the laws of the state of Michigan. Seller and Buyer specifically agree that any legal action brought relating to goods purchased or relating to this contract will be brought and tried in Michigan. Buyer hereby waives all objections to venue, and Buyer consents to service of process by certified mail addressed to the same address as that address designated or the delivery of the goods purchased hereunder.
- LIABILITY OR RESPONSIBILITY: Seller assumes no liability or responsibility for any acts, misuse of product, advertising, and violations of any local, state or federal regulations or laws violated by the Buyer. Buyer assumes all responsibility for his/her acts and is responsible for researching local, state or federal regulations relating to the sale or use of Seller’s products.
- WAIVER: The failure of either party hereto at any time to require performance by the other party of any of its obligations hereunder shall in no way affect the full right to require such performance at any time thereafter. The waiver by either party hereto of any remedy with respect to a breach of any provision hereof shall not be taken as a waiver of a remedy with respect to any succeeding breach of such provision or any breach of other provision.
- SEVER ABILITY: The parties agree that each provision contained in these Terms and Conditions of Sale shall be treated as separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in these Terms and Conditions of Sale shall for any reason be held to be excessively broad as to scope, activity or subject so as to be enforceable at all, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extend compatible with the applicable law.
- MODIFICATION: The Terms and Conditions of Sale set forth herein may be accepted only in accordance with their terms. They may not be modified except by written agreement referring specifically to these Terms and Conditions of Sale and signed by a duly authorized representative of Seller. Any Provisions of Buyer’s purchase order, which is inconsistent with the foregoing, shall be of no force and effect. Seller shall have agreed to a modification of the Terms and Conditions of the Sale in the manner set forth herein.
- ATTORNEY’S FEES. The prevailing party in any litigation involving this Agreement (including all collection costs) shall be entitled to recover, in addition to any other relief obtained, the costs and expenses, including reasonable attorney’s fees and expenses, incurred by the prevailing party.
