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Terms and Conditions of Sales and Supply

(Purchase Orders received by EMS from Customers)

1.        General

The following Terms and Conditions of Sale shall exclusively apply to all contracts between  Engineered Machining Solutions, LLC,  herein referred to as “Seller,” and our customers/clients, herein referred to as “Buyer”.  Amendments to this Terms and Conditions of Sale and Supply may only be made in writing by an authorized officer of Engineered Machining Solutions, LLC.    This agreement supersedes any previous verbal requests and/or acknowledgements.  No employee, agent, or representative had or has any authority to make decisions or promises on behalf of Engineered Machining Solutions, LLC concerning the delivery and production of goods, or any other matters concerning business relations with its Buyer. 

 

2.        Offers / Conclusion of Contact

Offers made by Seller are without obligation in respect of prices, quantities and delivery dates. The contract exists to the extent that Seller has confirmed in writing its acceptance of the order or accepts the order through the delivery of the goods.  Estimates furnished by Seller are for quotation purposes only.  Prices are subject to change at Seller’s discretion.  Seller reserves the right to modify orders with respect to delivery dates and prices and/or cancel orders based on warranted circumstances such as failure of Buyer to disclose complete and accurate information related to the order that may affect Seller’s ability to complete the order (either on time or at all), issues caused by outside vendors  that Seller utilizes for material, hardware, supplies, processing, any of which may prevent the Seller from meeting delivery due dates or completing the order, and/or any other causes that are out of the Seller’s reasonable control. 

 

3.       Price and Payment Terms

Prices for undelivered goods may be adapted by Seller to compensate for any increases on Seller’s cost of supplies, labor, services, or any increases on cost to Seller as a result of circumstances out of Seller’s control.

3.1  Invoices are payable within (30) thirty days of invoice date and without deduction.  Any disputes to invoices must be made within (5) five business days, otherwise, invoices shall be deemed correct.  

3.2  Payments are not considered to have been made until cleared funds are available in Seller’s bank account.

3.3  Seller reserves the right to apply payments by the Buyer in settlement of the oldest invoice items outstanding plus default interest and costs. Payment will be applied in the order of costs, default interest, principal claim.

3.4  A right of retention on the part of the Buyer is excluded. The Buyer may set off claims against Seller only if these claims are accepted by Seller or recognized by declaratory judgment. 

3.5  In the event that Buyer fails to make required payment , or become insolvent or file for bankruptcy protection, Seller has the right to declare all outstanding amounts immediately due and payable and/or may cancel the unfilled portion of the contract, and any others, without notice.  Any property of Buyer held by Seller shall be deemed security for Buyer’s obligations hereunder and in the event of a default by Buyer hereunder, said property may be sold publicly or privately by Seller.  Buyer will remain liable for the costs of such sale and any deficiency in price received by Seller as compared with the price set forth herein.

 

4.        Force Majure

Seller reserves the right to postpone delivery and/or shall not be liable for any failure to perform its obligations hereunder as a direct or indirect result of the following or contributed to:  Act of God, act of Buyer, natural disasters, wars, riots, epidemics, military or governmental authority, priorities, strikes, labor disputes, delays in transportation or causes of any kind whatsoever beyond the reasonable control of the Seller.

 

5.        Limitation of Liability

Seller is not liable to Buyer for any indirect, special, or consequential damages or lost profits arising out of or related to this contract or the performance or breach thereof, even if Seller has been advised of the possibility thereof.  Buyer holds Seller harmless from any claims brought forth by a third party relating to the goods sold. 

 

6.        Warranty

Any claims, defects, or non-conformances of goods shall be submitted to Seller no later than (14) fourteen business days after delivery. Any claims, defects, or non-conformances of goods shall be submitted to Engineered Machining Solutions LLC with a non-conforming report (NCR) outlining the dimensions found to be out of tolerance or deviations from the print. All non conforming features have to be rejected against the Blue Print requirements with a calibrated tool and/or calibrated CMM in a clean and controlled environment. The product(s) must be stored for at least 24 hours between 68-72 Fahrenheit degrees prior to inspection. Failure to comply with these requirements, the buyer will assume all responsibility and the goods will be bought and accepted by the buyer. Claims for damaged goods or shortages in quantity must be brought within (5) business days.  No claims shall be permitted after goods have been put to use by the Buyer.  Buyer’s use of the products shall constitute acceptance by Buyer.

 

 

7.        Jurisdiction

 Terms and conditions set forth herein shall be interpreted and governed exclusively in accordance with the laws of the State and County where issued.  Seller and Buyer agree to the exclusive jurisdiction of the courts sitting in said State and County.

 

8.       Attorney and other fees

Any collection costs and/or attorney’s fees shall be the sole responsibility of Buyer in the event that they Buyer’s account is referred to a collection agency or an attorney for collection or lawsuit.

 

9.       Savings

Should one of the aforementioned provisions become legally invalid, validity of the other provisions of this Terms and Conditions of Sale and Supply shall remain unaffected and in full force. 

 

 

 


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