Mac-Tech Privacy Notice
Any information you the customer provide to Machine Tool Technologies, Inc. will be held in the strictest of confidence. We do not sell, or release email addresses, or any personal information to outside sources.
Mac-Tech Standard Terms & Conditions of Purchase (Subject to change without notice)
1. ACCEPTANCE: Buyer offers to purchase the goods (Goods) described on the face of this Purchase Order. This Purchase Order shall be accepted by (a) Sellers written acknowledgement of the Purchase Order, or (b) the shipment of goods by Seller. Acceptance is expressly limited to the terms and conditions of this offer (these terms). Any term or condition in any form of Seller which has been or, at any time, additional to, or different from these terms is expressly rejected and shall not be applicable to the sale or shipment of Goods.
2. SHIPMENT OF GOODS/RISK OF LOSS: (a) All goods shall be packed, and shipped in containers which are suitable for the Goods and are in accordance with the requirements of the carrier or as directed by Buyer. Shipment shall be made in the quantities and at the times specified by the Buyer. Any Goods not shipped by Seller or received by Buyer in accordance with these terms may be rejected by Buyer without liability to Buyer. The Buyer assumes no obligation for materials shipped in excess of the quantities specified in this Purchase Order. (b) If the sale is made F.O.B. shipping point, Seller shall be liable for any loss or damage claims which are declined by the carrier when this loss or damage is caused by Sellers failure to comply with packing, loading, or other similar requirements by Buyer or the carrier. Seller shall bear all risks of loss or damage to Goods after Buyers written notice to Seller of their rejection or cancellation of this order. When freight cost is to be borne by Buyer and Buyer does not specify manner of shipment, Goods shall be shipped in a manner to secure the lowest transportation costs. (c) Buyer, from time to time, may change shipping schedules or direct that Seller temporarily suspend shipments.
3. DELAYS: Time is of the essence of this order. If delivery of Goods is not made by the scheduled delivery date, provided on the face of this Purchase Order, then Buyer may cancel this order and obtain Goods elsewhere, or may accept late performance or delivery, in either case, Seller shall be liable to Buyer for any loss or damage caused by Sellers failure to make timely performance or delivery including, without limitation, consequential and incidental damages and cost of obtaining replacement goods.
4. INSPECTION AND REJECTION OF GOODS: (a) All goods shall be received by Buyer subject to Buyers inspection and right of rejection. Goods shall not be considered accepted until, on inspection, testing, or use, they are found to be in accordance with Buyers and users specifications. (b) If any Goods are found at any time to be defective in material or workmanship or otherwise not in conformity with Buyers specifications, Buyer, in addition to any other rights which it may have under warranties or otherwise, shall have the right to reject those Goods in whole or in part. Rejected Goods shall be held at Sellers risk for a reasonable time after their rejection and shall be returned or disposed of at Sellers expense according to Sellers instruction. No Goods shall be replaced by Seller with written authorization from Buyer.
5. WARRANTIES: In addition to all warranties which may be provided by law, Seller warrants that all Goods furnished under this Purchase Order shall (a) fall completely under the manufacturers expressed warranty guidelines, (b) any implied change to the manufacturers warranty must be detailed, in writing, on the front side of this Sales Order Confirmation and confirmed in writing with an official Mac-Tech order confirmation, with a Mac-Tech officers signature, and (c) be merchantable and fit for the particular purposes intended. Seller also warrants that it is conveying good title to Buyer, free from any liens and encumbrances and no person has any rightful claims of infringement or violation of proprietary rights with respect to the Goods. These warranties, including warranties provided by law shall benefit Buyer and its successors, assigns, customers, and employees and shall survive acceptance of Goods.
6. PATENTS: (a) SELLER SHALL INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS BUYER AND ITS SUCCESSORS, ASSIGNS, AND CUSTOMERS FROM AND AGAINST ALL SUITS, ACTIONS, CLAIMS, DEMANDS, COSTS AND EXPENSES (INCLUDING ATTORNEYS FEES) ARISING OUT OF ACTUAL OR CLAIMED INFRINGEMENT OF ANY UNITED STATES OR FOREIGN PATENT IN THE MANUFACTURE, USE, OR SALE OF THE GOODS. (b) If the Goods are protected by a patent owned by Seller and a decree or judgment has be entered by any court holding any patent or its claims invalid, or so limited in scope or any contract resulting from acceptance of this order.
7. EQUIPMENT AND MATERIAL: (a) Buyer shall retain to any technical information, trade secrets, samples, drawings, blueprints, items, and materials furnished or paid for by Buyer in connection with this order. Seller agrees to hold all information disclosed by Buyer in confidence and to take all reasonable precautions to maintain its confidentiality. (b) Any material furnished by Buyer to Seller in connection with this order for which no invoice is issued shall be deemed as held by Seller upon consignment for Buyer and Seller shall pay for any material spoiled by it or for which Seller does not otherwise satisfactorily account.
8. INSTALLATION SERVICE: Unless otherwise specified on the face of this Purchase Order, Seller, at no extra cost to Buyer, shall install any Goods at the location designated by Buyer and shall make any adjustments which are necessary or appropriate to cause any Goods to operate properly as installed. Seller shall promptly fill Buyers orders for spare and replacement parts or assemblies throughout the useful life of the Goods as determined by Buyer.
9. INDEMNITY: SELLER SHALL DEFEND, INDEMNIFY, AND SAVE HARMLESS BUYER AND ITS SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, COST OR EXPENSE FROM MANY ALLEDED OR ACTUAL PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH SELLERS FURNISHING OF GOODS. SELLER SHALL PROTECT, DEFEND, HOLD HARMLESS, AND INDEMNIFY BUYER AND ITS DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGIANST ANY AND ALL CLAIMS, ACTIONS, LIABILITIES, LOSSES, AND EXPENSES RELATING TO ANY AND ALL DAMAGES (INCLUDING, WITHOUT LIMITATION, INJURY TO OR DEATH OF PERSONS AND DAMAGE TO PROPERTY) ALLEDGLY OR ACTUALLY SUFFERED BY ANY PERSON OR PERSONS OR PROPERTY AND ALLEGEDLY AND ACTUALLY ARISING OUT OF OR INCIDENTAL TO THE IMPROPER DESIGN, SELECTION OR USE OF GOODS OR PARTS AND/OR NEGLIGENCE IN THE MANUFACTURE OR INSTALLMENT OF GOODS OR PARTS AND SHALL PAY ALL COSTS, DAMAGES, JUDGMENTS, OR EXPENSES ARISING OUT OF THAT LITIGATION. THIS INDEMNITY AND ALL OTHER AGREEMENTS OF INDEMNITY BETWEEN BUYER AND SELLER SHALL SURVIVE THE ACCEPTANCE OF GOODS.
10. INSURANCE: Seller shall procure and maintain in full force and effect, at its expense, product liability, completed operations, and other insurance which is customary for similar sellers in the industry.
11. TERMINATION, MODIFICATION, OR CANCELLATION: (a) Buyer reserves the right to cancel this Purchase Order or any contract formed by the acceptance of this Purchase Order if (i) Seller fails to make deliveries of Goods on or before the date specified on the face of this Purchase Order or if no date is specified on the face of this Purchase Order or if no date is specified then within a reasonable time period or (ii) Seller breaches any terms of this Purchase Order. (b) In the event of any proceedings by or against Seller, voluntary or involuntary, in bankruptcy or insolvency, or for the appointment of a receiver or Trustee, or an assignment for the benefit of creditors, or if Seller in unable to pay its debts in the regular course of business or its net liabilities exceed its net assets, Buyer may cancel this order without liability of any kind of Seller.
12. TAXES: Taxes shall not be added to any invoice tendered, as the goods ordered are for resale under Illinois Number 1760-3935 MTV.
13. PRICES: The prices set forth on the face of this Purchase Order are firm
14. TECHNICAL INFORMATION: Seller agrees not to assert any claims (other than a claim for patent infringement) with respect to any technical information which Seller shall have disclosed or may disclose to Buyer in connection with Goods.
15. REMEDIES: The remedies of Buyer provided for in this Purchase Order shall be cumulative and additional to any other or further remedies provided in law or equity, including remedies for incidental or consequential damages. No remedy under this Purchase Order shall be deemed waived unless the waiver is made in writing and signed by Buyer. Waiver by either party of any default by the other shall not be deemed a waiver of any other or future default.
16. GOVERNMENTAL REGULATIONS: Seller warrants that all Goods shall comply with all applicable federal, state, and local law, orders or regulations, including without limitation the Fair Labor Standard Act of 1930, as amended, the Drug Administration Acts, and Illinois Department of Labor Safety Regulations. Seller warrants that the prices for the Goods covered by this Purchase Order do not involve any discrimination within the provisions of the Robinson-Patman Act or any similar legislation. Seller shall supply Buyer from time to time with any certificates, in the specified form, as may be required by any applicable law, order, or regulation or as Buyer may deem necessary or appropriate to establish Sellers compliance with any applicable law, order, or regulation.
17. SEVERABILITY: In the event any provision or term of this Purchase Order or the contract arising from it shall be declared invalid or nonenforceable by a court of jurisdiction, all other provisions and terms remain valid and binding.
18. APPLICABLE LAW: The rights and obligations of the parties to this Purchase Order shall be determined by the laws of the State of Illinois and this Purchase Order and the contract arising from it shall be deemed to be made and performed in Illinois.
19. LIMITATION ON ACTION: Any action or suit by Buyer arising in any way from this Purchase Order or the contract formed by acceptance of it may be commenced at any time following issuance of this document. 20. WHOLE AGREEMENT: All previous oral and written communications of the parties for the sale of goods or services are rescinded by or contained in this Purchase Order. The terms and conditions cannot be modified, amended, or altered except by a written instrument signed by a duly authorized officer of Buyer.