Terms and Conditions

1. Any acceptance in a manner or on terms and conditions different from those contained in this order shall not operate as an acceptance. This order, when accepted by the Seller, shall constitute a valid and binding contract which shall be governed by and construed according to the laws of the State of Michigan.
2. All material and equipment furnished under this order shall be guaranteed by the Seller against defects and Seller agrees to replace without charge to Purchaser said material and equipment., or remedy any difficulties latent or patent not due to ordinary wear and tear or due to improper use of maintenance, which may develop within one year from date acceptance by the Owner, or within the guarantee period set forth in the applicable plans and specifications, whichever is longer.
3. All material and equipment contemplated under this order shall be subject to the approval of the Owner and/or his Architects, Engineers, or other parties designated by the Owner. All material and equipment actually furnished under this order shall be subject to Purchaser’s inspection and testing to determine compliance with the requirements of this order. Seller shall furnish the required number of submittal data or samples for said approval. In the event approval is not obtained the order is cancelled with no liability on the part of either Purchaser or Seller unless the order is placed with the understanding that the material and/or equipment is to be supplied of the type and in such manner as to meet requirements plans and specifications. In the latter case, Seller shall comply without further cost to the Purchaser.
4. All material and equipment furnished hereunder shall be in strict compliance with plans, specifications, and general conditions of the contract of Purchaser with the Owner and with any other contractor, and Seller shall be bound thereby in the performance of this contract. Seller expressly warrants that all material and equipment covered by this purchase order shall produce capacities or meet design specifications and function as called for in the applicable plans and specifications, as herein set forth, as and published and warranted by the manufacturer for the equipment involved, and that it will be merchantable and fit the purpose intended. In event the equipment does not meet the foregoing requirements, Seller shall immediately, on notice, replace same or remedy any deficiency without expense to the Purchaser, and further shall pay to the Purchaser all consequential loss and damages resulting therefrom to the event the Purchaser is liable. Purchaser agrees to make available to Seller, upon request, all applicable contract documents with the Owner or another contractor.
5. The material and equipment covered by this order, whether in a deliverable state or otherwise, shall remain the property of the Seller until delivered to designated site and actually received by the Purchaser, and any damage to the material and equipment or loss of any kind occasioned in transit shall be borne by the Seller, notwithstanding the matter in which the goods are shipped or who pays the freight or other transportation costs. Seller shall promptly notify Purchaser of any shipment made. Purchaser shall notify Seller as soon as is reasonable and practical of any damage to materials or equipment, or of any loss caused in transit. No shipment under reservation is authorized. No shipment of non-conforming materials as an accommodation is authorized without Purchaser’s written consent.
6. The Seller hereby agrees to indemnify and save harmless the Purchaser from and against all claims, liability, loss, damage, or expense, including attorney’s fees, by reason of any action or alleged infringement of letters patent or any litigation based thereon covering any article purchased hereunder.
7. Time of delivery is of the essence of this order, and Purchaser reserves the right to cancel without cancellation charges all or any part of this order if not filled within the specified time, unless Seller is prevented from meeting the time set in order by acts of God, strikes, fire, or other casualty, or other causes beyond the control of the Seller.
8. Seller shall furnish all necessary lien waivers, affidavits, or other documents required to keep the Owner’s premises free from liens or claims to liens, arising out of the furnishing of material or equipment herein, as payments are made from time to time under this order.
9. All prior options, conversations, or preliminary negotiations shall be deemed to be merged in this order.
10. All invoices received on or before the close of business, on the 25th of the current month, will be placed in line for payment on the 25th of the following month and can be discounted as current invoicing. Invoices received on the 26th or after, of each month will be placed in line for payment on the next month’s business.