General:

These terms and conditions shall be deemed to be an integral part of all acceptances by Edgewater Automation, unless otherwise stated in the written proposal, and shall supersede any conflicting provisions of any purchase order or other communication of the Buyer. The prices shown include the Product as delivered and do not include any additional products, services, modifications, or additions unless specifically mentioned in writing.

1. Price & Taxes:

The price(s) quoted herein are firm for 60 days from the date of the Quotation, however, Edgewater Automation LLC. (Hereafter Seller) reserves the right to correct any and all typographical or clerical errors.  Unless otherwise stated, all prices quoted are EXW Point of Manufacture.  Unless otherwise agreed by Seller in writing, the amount of any local, state or Federal taxes levied on the products referred to herein shall be added to the amount payable by and remain sole responsibility of Buyer.  If Buyer delays shipments, payment shall become due on the date when Seller is prepared to make shipment. If the work covered by contract is delayed by Buyer, payment shall be made based upon the purchase price, contractual terms, and percentage of completion. Products held for Buyer shall be at the risk and expense of the Buyer.  Any portion of the price not paid in accordance with the payment terms stated herein shall bear interest from the due date in the amount of 1-1/2% per month until paid.

2. Delivery:

All shipment will be shipped EXW Edgewater Automation St. Joseph, MI.  Any dates or schedules which are specified for the delivery of the products covered hereby are stated only approximately, calculated from date of receipt of Buyer’s order, together with complete drawings, specifications, designs, samples or other information reasonably requested by Seller in order to proceed with manufacture of the products covered hereby.  Seller shall not incur any liability, direct or indirect, nor shall any order be canceled because or as a result of any delays in meeting such dates or schedules.  Seller reserves the right to recalculate any projected delivery dates upon receipt of Buyer’s order.

3. Claims for Damage in Transit:

Edgewater Automation responsibility ends upon delivery of goods to the carrier at the point of shipment. The Buyer is urged to carefully examine all deliveries immediately upon receipt and before signing for a receipt of the goods. If goods are visibly damaged, the Buyer must have written confirmation of the damage noted by the agent of the carrier on the freight bill or other receipt. Signing a receipt without such notification of damage to the Product shall constitute conclusive evidence of receipt of the Product in satisfactory condition. Any claim of damage in transit should be promptly made by the Buyer (consignee) against the transportation company.

4. Force Majeure:

Seller will not be responsible or liable for any delays in delivery or manufacture due to any cause or condition beyond its control, including, without limitation, flood, earthquake, inability to secure transportation facilities, shortage of materials or supplies, riot or other civil disturbance, war, acts of God or Nature, accident, or any acts of any government. 

5. Changes in Detail of Design:

Seller and/or its suppliers shall be entitled, at its sole discretion, to make any and all changes in details of design, fabrication, or arrangement of the products covered herein as Seller, as seller determines such change will constitute an improvement in the product or specifications of design previously furnished to Buyer.

6. Intended Use of Product:

The products covered hereby are designed and have been offered for only those applications specified in Seller’s Quotation.  The following “WARRANTY” provisions, as well as all other obligations of Seller to Buyer respecting such products, are subject to the use of the products for only such applications.

7. Cancellation or Changes of Orders:

In the event the project, or a portion of the project is canceled, cancellation charges will be applied. Payment will be expected for all labor, both shop and engineering, incurred from issuance of the purchase order or letter of intent up to and including the day of cancellation notice.  Payment will be expected for all materials received or ordered from issuance of the purchase order or letter of intent up to and including the day of cancellation notice.  Credits for returned or canceled material will be applied less restocking fees, labor and shipping.  A ten percent (10%) cancellation charge will be applied to the full purchase order(s) amount.  Terms for invoices associated with cancellation will be due upon receipt. Upon bankruptcy or insolvency of Buyer, the contract between Buyer and Seller shall be canceled, but such cancellation shall not relieve Buyer of its obligation to pay cancellation charges or any other obligations previously incurred hereunder.

8. Applicable Law:

The terms and conditions applicable to the transaction provided for herein shall be determined and construed in accordance with, and shall be governed by, the law of the State of Michigan and Buyer and Seller agree to submit the jurisdiction of the appropriate State or Federal Court within Michigan for purposes of resolving any dispute or claim arising out of or in connection with this transaction.

9. Sample Parts:

The Buyer is responsible to supply a sufficient quantity of production parts is required for systems development and tryout.  These parts may be destroyed in debug.  Sample parts are considered to be representative of standard production dimensions.  Dimensional and/or geometrical deviations from part print may cause malfunction of equipment and must be considered outside Seller’s Warranty.  Buyer is responsible for transport and transportation cost of all sample parts.

10. Seller’s Conditional Acceptance of Orders:

Orders submitted on the basis of this Quotation will be on the condition that any statements, clauses, and conditions stated in the Buyer’s order do not in any way change, enlarge, or modify the Seller’s liability or obligations as set forth in the Quotation, unless such change or modification is agreed to by Seller in writing.

11. Solvency:

Buyer represents by submission of its order to Seller that Buyer is solvent.  Such representation shall be renewed upon each delivery to Buyer from Seller unless Buyer notifies Seller to the contrary in writing at or before delivery of the product.  “Insolvency” shall be defined as under MCL 440.1201(23), MSA 19.1201 (23).  Insolvency of Buyer shall be just cause for Seller’s cancellation of any contract with Buyer, at Seller’s option.

12. Security Interest / Title:

Seller reserves title and a security interest in the property covered hereby, and the proceeds thereof, to secure the unpaid purchase price for such property, and any cancellation or deferral charges.  When Buyer pays the purchase price as invoiced, or any adjusted amount agreed to by Seller, title to the property shall pass to Buyer.  If Buyer makes payment by check or draft, title to the property shall remain in Seller until said check or draft is paid.  Buyer shall cooperate and provide Seller with any additional documents deemed necessary by Seller to perfect it security interest, including, without limitation, finance, continuation, or termination statements.

13. Products Made to Buyer’s Specifications:

Seller makes NO WARRANTY WHATSOEVER, except as to title, with respect to products manufactured and/or designed to Buyer’s specifications and the Buyer shall, at its own expense, defend and hold Seller harmless from and against any claim, suit, or other expense which is asserted or brought against Seller by reason of its manufacture or sale of said product.

14.  Hold Harmless-Indemnification:

a) The Seller shall hold harmless and indemnify Buyer, its agents and employees from any and all third party claims, suits, losses and expenses including Seller attorney’s fees, provided that any such claim, suit loss or expense is attributable to bodily injury, sickness, disease or death, or injury to property (excluding loss of use thereof) which is caused by (a) negligence of seller, its agents, employees, subcontractors or suppliers; or (b) a defect in the design, material or workmanship of the work, or any portion thereof, which was provided by seller, its agents, employees, subcontractors, or suppliers.

b) Buyer shall hold harmless and indemnify Seller, its agents and employees from any and all third party claims, suits, losses and expenses including attorney’s fees, provided that any such claim, suit loss or expense is attributable to bodily injury, sickness, disease or death, or injury to property (excluding loss of use thereof) which is caused by (a) modifications to the equipment or any portion thereof by the Buyer, its agents, employees, servants, contractors or assigns; or (b) the improper use or operation of the work or any portion thereof by the Buyer, its officers, employees, servants, contractors or assigns.

15. Warranty:

All Seller manufactured components, except perishable tooling, will be warranted for a period of one year from the shipment date from the Seller.

a. Seller makes NO WARRANTY WHATSOEVER concerning products manufactured by others, but will extend any warranties provided Seller for such products to Buyer as are permissible under such warranty.  Service work by Seller on such components is not part of Seller’s Warranty (below) and Buyer will be responsible for any service charges for same.

b. Seller will repair or replace, at its discretion, products manufactured by it within one (1) year of shipment to Buyer when such defects are the result of defective material supplied by Seller or defective workmanship by Seller’s employees and Buyer has notified Seller of such defect within 30 days of discovery of said defect.  Buyer must have authorization by the Seller for the return and must pay transport both ways.

c. Said Warranty in (b) above shall not apply to any repairs or replacements caused by:

(1) Physical abuse of the product or any component or acts of vandalism by any person other than Seller or its employees, agents, or subcontractors;

(2) Alterations, modifications, additions, or repairs made during the warranty period by anyone other than Seller, its employees, agents, or subcontractors, unless consented to by Seller;

(3) Accidents or damage resulting from fire, wind, water, hail, lightening, earthquake, theft or similar causes originating outside the components and unless such accident or damages were within the control of Seller or caused by a contributed to by the negligence of Seller or its employees, agents, or subcontractors; or damage to any component as a result of improper shipment or assembly of such component by Buyer or its employees or agents.

16. Exclusion of Other Warranties:

THE EXPRESS WARRANTY DESCRIBED ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.  NO WARRANTIES OR REPRESENTATIONS MADE AT ANY TIME BY ANY REPRESENTATIVE OR SELLER SHALL BE EFFECTIVE TO VARY OR EXTEND THE ABOVE REFERENCED EXPRESS WARRANTIES OR OTHER TERMS.

17. Limitation on Liability:

In no event shall Seller be liable for consequential, Incidental or special damages resulting from, or in any manner related to, the products covered hereby, their design, use, or any inability to use same, Including, without limitation, damages arising out of, or in any manner related to, the delivery of the products or any delay with respect to their delivery. BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECTIVE PRODUCT MANUFACTURED BY SELLER SHALL BE THE REPAIR, CORRECTION, OR REPLACEMENT OF THE PRODUCT OR COMPONENT THEREOF.  SHOULD THE PRODUCT PROVE SO DEFECTIVE AS TO PRECLUDE REMEDY BY REPAIR, CORRECTION, OR REPLACEMENT, BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE THE REFUND OF THE PURCHASE PRICE UPON RETURN OF THE DEFECTIVE PRODUCT TO SELLER.