1. ACCEPTANCE:
Medalist Laserfab, Inc.
(“Seller”) and the addressee of this Invoice (“Buyer”)
acknowledge and agree that the terms and conditions set forth below and on the
face hereof shall govern Buyer’s purchase of the goods and services described
on the face hereof (the “Goods”) and shall represent the final agreement
between Buyer and Seller, notwithstanding any inconsistent, contradictory or
other and further conditions contained in Buyer’s purchase order or any other
document furnished by Buyer in connection with its purchase of the Goods,
whether such document or documents are exchanged simultaneously
with this Invoice or prior or subsequent thereto. Any additional or
different terms or conditions which may appear in any communication from Buyer
are hereby expressly rejected and shall not be effective or binding, unless
specifically agreed to in writing by Seller and no such additional or different
terms or conditions in any document submitted to Seller by Buyer shall become
part of the contract between Buyer and Seller, unless such written acceptance by
Seller specifically recognizes and assents to their inclusion.
Any objection by Buyer to the terms and conditions hereof shall be
ineffective unless Seller is advised in writing thereof within ten (10) days of
the date of this Invoice. Any
machinery, equipment, materials, artwork, intellectual property rights,
engravings, jigs, gauges, fixtures, molds, patterns dies, tools, and other
supplies utilized by Seller in manufacturing the Goods shall remain Seller’s
exclusive property, unless otherwise specified in the quotation or agreed to in
writing by Seller and Buyer.
2.
SHIPMENT
AND DELIVERY:
Buyer must explicitly state the method of shipment preferred.
In the absence of shipping directions, Seller may use its discretion in
shipping the Goods, including, without limitation, forwarding the Goods by
U.P.S. and parcel post when packages are small.
All shipments will be insured at Buyer’s expense unless otherwise
specified on the face hereof. Seller
assumes no responsibility for valuing shipments.
Buyer’s receipt of any of the Goods delivered by Seller shall be an
unqualified acceptance of, and a waiver by Buyer of any and all claims with
respect to, such Goods on the earliest of the following to occur:
(i) payment for the Goods; or (ii) failure of Seller to receive notice in
writing of shortages or defects in the Goods within ten (10) days of their
delivery to Buyer. Unless otherwise
expressly specified to the contrary, Goods will be shipped as soon as possible.
Shipping dates and estimated delivery dates are approximate and are based
upon current availability of materials, present production schedules, and prompt
receipt of all necessary information and are subject to adjustment due to any
priorities necessitated by governmental orders or regulations, any delay on the
part of Buyer in supplying necessary data or any changes therein at Buyer’s
insistence, and to delays caused by any reason beyond Seller’s reasonable
control. Any delay in delivery
attributable to any of the aforementioned reasons shall extend the date of
delivery hereunder by a period equal to the length of such delay.
Seller shall be compensated for any and all costs and expenses occasioned
by delays attributable to Buyer. EVERY
REASONABLE EFFORT WILL BE MADE TO FILL ORDERS WITHIN THE TIME STATED, BUT UNDER
NO CIRCUMSTANCES WILL SELLER BE RESPONSIBLE FOR OR BUYER ENTITLED TO
CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF
OR OWING TO ANY DELAYS IN DELIVERY WHATSOEVER.
3.
REJECTION: Buyer
may not return any Goods without Seller’s prior written authorization.
Goods returned without permission will not be accepted for credit and
will be returned to Buyer, F.O.B. Seller’s plant.
Any claim based on the receipt of damaged Goods must be filed with the
carrier which delivered the Goods.
4.
PAYMENT TERMS:
Terms of payment on all orders are
subject to approval of Seller’s credit department, and unless otherwise
stated, are net thirty (30) days from the date of invoice without regard to the
date of delivery of the Goods. Prices
and deliveries are F.O.B. Seller’s plant, unless otherwise stated, and risk of
loss shall pass upon delivery of the Goods to the carrier.
In the event Buyer fails to pay any amount due hereunder, Seller may,
without liability to Buyer and without prejudice to Seller’s other remedies,
declare immediately due and payable all amounts due Seller, modify credit terms
and other terms of payment and/or suspend or discontinue further production and
shipment of Goods. Seller reserves
the right to decline to make shipment whenever, for any reason, there is doubt
as to Buyer’s financial condition and Seller shall not in such event be liable
for breach or nonperformance of contract in whole or in part. Notwithstanding
any other provision of this Invoice, the prices stated on the face hereof are
valid for a period of ten (10) days after the date hereof and are subject to
change without notice in the event of: (i) alterations in specifications,
quantities, designs, or delivery schedules; (ii) increases in the cost of fuel,
power, material, supplies, or labor; and/or (iii) foreign or domestic
legislation enacted by any level of government, including tax legislation which
increases the costs of producing, warehousing, or selling the Goods.
No discount will be allowed unless specifically set forth on the face
hereof. Buyer agrees to pay all
costs and attorneys’ fees incurred by Seller in enforcing its rights
hereunder. In the event any payment
is not made when due, interest shall accrue at the rate of eighteen percent
(18%) per annum or the highest rate permitted by law (whichever is less) on the
unpaid balance calculated from the due date.
Until the purchase price and all other sums due pursuant hereto are paid
in full, Seller retains a security interest in the Goods and all proceeds of
said Goods. Buyer shall execute
financing statement(s) on request and irrevocably authorizes Seller to execute
and file same.
5.
WARRANTY:
SELLER
WARRANTS THE GOODS AGAINST DEFECTS OF MATERIAL AND WORKMANSHIP UNDER NORMAL USE
AND SERVICE FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF SHIPMENT (THE
“LIMITED WARRANTY”). THE PARTIES
HERETO EXPRESSLY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER
SHALL BE, AT SELLER’S OPTION, THE REPLACEMENT OF DEFECTIVE GOODS OR A REFUND
OF THE PRICE PAID THEREFOR. THE
LIMITED WARRANTY DOES NOT COVER LABOR OR OTHER COSTS OR EXPENSES TO REMOVE OR
INSTALL ANY DEFECTIVE OR REPLACED GOODS OR COSTS ASSOCIATED WITH REPAIRS
PERFORMED BY ANYONE OTHER THAN SELLER OR ONE OF SELLER’S AUTHORIZED AGENTS.
NOTWITHSTANDING THE LIMITED WARRANTY, GOODS WHICH MAY BE SOLD BY SELLER
THAT ARE NOT MANUFACTURED BY SELLER ARE NOT WARRANTED BY SELLER, BUT ARE SOLD
ONLY WITH THE WARRANTIES, IF ANY, OF THE MANUFACTURER THEREOF.
THE LIMITED WARRANTY EXTENDS ONLY TO THE ORIGINAL BUYER AND IS VOID IN
CASES OF DAMAGE IN TRANSIT, NEGLIGENCE, ABUSE, ABNORMAL USAGE, MISUSE, ACCIDENTS
OR IMPROPER MAINTENANCE. THE LIMITED
WARRANTY DOES NOT COVER PARTS REPAIRED, MODIFIED OR ADJUSTED OUTSIDE OF
SELLER’S FACILITIES. ANY UNAUTHORIZED REPAIR, MODIFICATION OR ADJUSTMENT OF
THE GOODS VOIDS THE LIMITED WARRANTY.
THE
LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND
SELLER HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
SELLER MAKES NO REPRESENTATIONS AS TO THE CAPACITY OR PERFORMANCE OF THE
GOODS SOLD HEREUNDER EXCEPT AS SET FORTH IN THE INVOICE’S SPECIFICATIONS, IF
ANY, AND SUCH REPRESENTATIONS ARE EXPRESSLY CONDITIONED UPON THE CORRECTNESS OF
THE DATA FURNISHED BY BUYER AND UPON THE GOODS BEING PROPERLY INSTALLED AND
MAINTAINED. SELLER, IN ITS
MANUFACTURE AND SALE OF THE GOODS, ASSUMES NO LIABILITY AS TO POSSIBLE
INFRINGEMENT OF PATENTS BY VIRTUE OF THE USE OF SAID GOODS IN COMBINATION WITH
OTHER PRODUCTS. IN NO EVENT SHALL
SELLER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT OR LOSSES
SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON, OR LOSS OR
DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED
BY THE USE OF THE GOODS) AND BUYER SHALL INDEMNIFY SELLER AGAINST ALL LIABILITY,
LOSS, COST OR EXPENSE WHICH MAY BE SUSTAINED BY SELLER ON ACCOUNT OF ANY SUCH
LOSS, DAMAGE OR INJURY. LIABILITY OF
SELLER TO BUYER, IF ANY HEREUNDER, FOR BREACH OF CONTRACT, NEGLIGENCE OR
OTHERWISE SHALL IN NO EVENT EXCEED THE AMOUNT OF THE PURCHASE PRICE OF THE GOODS
SOLD WITH RESPECT TO WHICH ANY DAMAGES ARE CLAIMED.
6.
TAXES:
Unless otherwise expressly stated in this Invoice, prices are exclusive
of and Buyer shall pay Seller the amount of any sales, use or any other local,
state or federal taxes which result from the sale or delivery of the Goods.
7.
FORCE MAJEURE:
Seller shall not be liable for delays occasioned by causes beyond its
control; provided, however, that if any such delay occurs, Seller shall have the
option to cancel all or any part of the Goods requested hereunder.
8.
MISCELLANEOUS:
Seller’s failure to insist on the strict performance of any of the
terms hereof, or to exercise any right or privilege hereunder, or Seller’s
waiver of any breach by Buyer hereof, shall not thereafter waive any such terms,
conditions, rights or privileges that Seller may have hereunder. This
Invoice shall be governed by and construed in accordance with the laws of the
State of Wisconsin, without regard to the state’s rules regarding conflict of
laws. This
Invoice, and any documents referred to on the face hereof,
constitute the entire agreement between the parties regarding the subject
matter hereof and supercede all prior agreements, understandings and statements,
whether oral or written, regarding such subject matter.
No modification to, change in, or departure from, the provisions of this
Invoice shall be valid or binding on Seller, unless approved in writing by
Seller. No course of dealing or
usage of trade shall be applicable unless expressly incorporated into this
Invoice. Buyer may not assign
this agreement or any of its rights hereunder without the prior written consent
of Seller.