Centerline Machine, Inc. (Seller) Terms and Conditions
1. Signed Contract: These Terms and Conditions and Buyer’s Purchase Order to Centerline Machine LLC are the “Contract.” All terms and conditions contained in any prior or subsequent oral or written communications, including, without limitation, terms and conditions contained in Buyer’s Purchase Order, which are different from or in addition to the Contract are hereby rejected and shall not be binding on Centerline Machine, LLC and Centerline Machine, LLC hereby objects thereto. Buyer acknowledges that by signing the Contract, it has read and understands the Contract, including these terms and conditions, and accepts the same without modification or alteration and any attempt to do so which is not expressly set forth in a written amendment to the Contract signed by an officer of Centerline Machine LLC is null and void.
2. Pricing: Centerline Machine, LLC’s prices and delivery terms are subject to change without notice from Centerline Machine, LLC. Any tax, excise or other charge imposed or levied by any governmental or taxing authority (other than on income) in respect to the products or services covered hereby or in respect of the manufacture, transportation or sale thereof, shall be added to the purchase price of the goods sold herein and be borne by the Buyer. Buyer shall be responsible for all taxes applicable to the services and/or materials provided hereunder.
3. Payment: Invoices are to be paid in full within thirty (30) days of the date on the invoice. Interest shall be charged on all unpaid amounts after thirty (30) days of the date on the invoice at the rate of eighteen percent (18%) per annum. All payments made by Purchaser shall be applied to the oldest outstanding invoice.
4. Delivery: Time is of the essence of this Contract. Seller shall deliver the Goods strictly in accordance with the delivery requirements and deadlines set forth in this Contract.
5. Force Majeure: If Seller is delayed in the manufacture, shipment or delivery of the Goods due to any breach of this Agreement by Buyer, act of God, labor dispute or strike, war or civil disturbance, or any other cause beyond Seller’s control and not due to Seller’s fault or negligence which Seller could not reasonably anticipate and avoid, then the date of delivery shall be extended for such reasonable period of time as Buyer may agree to in writing. If such delay continues for more than thirty (30) days, Buyer shall have the right to terminate this Contract. If Buyer is unable to use or receive the Goods due to any breach of this Contract by Seller, act of God, labor dispute or strike, war or civil disturbance, or any other cause beyond Buyer’s control and not due to Buyer’s fault or negligence which Buyer could not reasonably anticipate and avoid, then Buyer may, at its option, (a) extend the date of delivery for the affected Purchase Order(s) for such reasonable period of time as Seller may agree to in writing, or (b) cancel all affected Purchase Orders or pending shipments.
6. Risk of Loss; Title: Freight terms and conditions are set forth on the Purchase Order Acknowledgement. Title and risk of loss shall pass to Buyer at shipping point regardless of method of shipping.
7. Warranty: Centerline Machine, LLC warrants that at the time of delivery, goods sold herein will meet Centerline Machine, LLC’s published specifications for such products. CENERLINE MACHINE, LLC MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
9. Changes: Notwithstanding anything to the contrary contained herein, Buyer may make changes in the scope of a Purchase Order at any time, and make changes in the method of shipping or packaging and place or time of delivery, by any reasonable means of communication. If any change affect the Purchase Price or delivery schedule for the Goods, an equitable adjustment to the affected Purchase Price or delivery schedule shall be made if Seller makes a written claim for such adjustment within seven (7) days from the date Buyer notifies Seller of the change and buyer agrees in writing to said adjustment.
10. Confidentiality: Seller will not at any time, either prior to or after the termination of this Contract, without Buyer’s express written permission, make use of (except for Buyer’s direct benefit as authorized herein), disclose or allow to be disclosed to others any confidential information or trade secret regarding Buyer’s products, business, customers, processes, techniques or operations learned by Seller incident to its performance hereunder. All specifications, documents, drawings and other data delivered by either party to the other in connection with this Contract shall be subject to this confidentiality obligation.
11. Notices: Unless otherwise provided in this Contract, any required notices shall be sent in writing, by certified mail (return receipt requested), reputable overnight courier, telecopy or hand delivery, to the applicable party at the respective address shown on the Purchase Agreement, and shall be deemed effective on the date received. Either party may change its notice address by giving advance notice of such change to the other party in accordance with this Article 11.
12. Entire Agreement: This Contract, together with the additional, non-conflicting terms, if any, set forth in the applicable Purchase Order, constitutes the entire agreement between Buyer and Centerline Machine, LLC with respect to the Goods. All prior and contemporaneous proposals, negotiations, representations and agreements with respect to the Goods are merged into this Contract and no course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Contract. Except for Centerline Machine, LLC’s right to unilaterally modify prices and shipping method at any time as stated in Article 2, this Contract may not be altered, modified, superseded or amended and no additional or different terms shall become a part of this Agreement, except pursuant to a writing specifically referencing this Contract which is signed by both parties to this Contract.
13. Limitation of Liability: Centerline Machine, LLC’s total liability and Buyer’s exclusive remedy for any cause of action associated with the Contract, whether based in tort, contract, strict liability or any other legal theory is expressly limited to replacement of nonconforming goods or payment in an amount not to exceed the purchase price of the goods sold herein for which damages are claimed at Centerline Machine, LLC In no event shall Centerline Machine, LLC be liable for any other damages including without limitation, incidental, special, punitive or consequential damages including loss of profits, loss of production, loss of use or any other indirect damage or loss of any kind to Buyer.
14. Hold Harmless: To the fullest extent permitted by law, Buyer shall indemnify and hold harmless Centerline Machine, LLC, its agents and employees from and against all claims, damages, losses and expenses (including but not limited to attorneys’ fees) arising out of or resulting from the performance of work and/or goods provided hereunder, provided that such claim, damage, loss or expense is caused in whole or in part by an active or passive act or omission of Buyer, anyone directly or indirectly employed by Buyer, or anyone for whose acts Buyer may be liable, regardless of whether it is caused in party by the negligence of Centerline Machine, LLC.
15. Governing Law: The contractual relationship between Centerline Machine, LLC and Buyer relating to the supply of the goods sold herein shall be governed by, and construed in accordance with, the laws of the State of Wisconsin as though made and to be fully performed in said state.
16. Choice of Venue: If there is a lawsuit, Buyer agrees upon Centerline Machine, LLC’s request to submit to the jurisdiction of the courts of Outagamie County, State of Wisconsin.
17. Attorneys’ Fees; Expenses: Should litigation between Buyer and Centerline Machine, LLC arise under the terms of the Contract, the prevailing party shall be entitled to Attorneys’ Fees and Expenses from the other party.