Terms and Conditions - Millar Industries

Terms and Conditions of Sale # QMSF-1003-2
Effective Date: 07/30/2012
Rev. 1.0

  1. Definitions
    • Product:  meaning the parts, goods, services, testing, tooling and fixtures covered by a written or verbal Purchase Order issued by the Buyer.
    • Buyer: The individual or Company named in the Purchase Order.
    • Seller:  Millar Industries, Inc.
  2. Terms and Conditions
    • Unless otherwise agreed to in writing prior to order placement the Seller terms and conditions detailed herein, together with any other specified terms on the Seller Quotation and/or Sales Order Acknowledgement, apply to all transactions and shall be the sole governing terms and conditions of the purchase order. Placement of an order by the Buyer constitutes acceptance of the terms and conditions listed herein. 
  3. Pricing
    • Pricing is valid for 30 days from the date of quotation and is exclusive of all present or future sales, revenue or excise tax, value added tax, turnover tax or any other tax or duty applicable to the manufacture or sale of any product. Such taxes, when applicable, shall be paid by the Buyer unless the Buyer provides a valid tax exemption certificate.  After 30 days, price, terms and availability of products are subject to change without notice due to factors outside the control of Seller, including but not limited to, changes caused by fluctuations in market price or availability of raw materials, and quantity of goods ordered differing from quantities originally quoted.
  4. Cancellation of Orders
    • The Buyer shall have the right to cancel any purchase order by giving notice to the Seller. The Buyer shall pay for all work in progress at the time of such cancellation including, but not limited to, special tooling, fixtures, and raw materials.
  5. Purchase Order Changes
    • Revision in drawings, designs, specifications, shipment dates or issuance of a Stop Work Order requested by the Buyer may result in additional costs to the Buyer at the discretion of the Seller.
  6. Payment
    • Payment is due 30 days from the date of invoice unless otherwise agreed in writing. On accounts past due, the Buyer will pay interest at a rate the lesser of 1.5% per month or the maximum allowed by law on the past due amount, whichever rate is lower. If Seller engages an attorney to collect sums due Seller by Buyer, Buyer shall pay Seller’s reasonable attorney’s fees and costs.
  7. Packaging
    • While the Seller will do its best to properly package product, the Seller is not liable for damage which may occur in shipping to the customer
  8. Shipping
    • All freight charges are F.O.B. shipping point unless otherwise agreed. 
  9. Delivery & Title
    • All delivery dates are approximate dates. The Seller is not bound, obligated or in any way liable for meeting estimated dates. The Seller reserves the right to make partial or installment deliveries. The Seller will be held harmless for any monetary penalties or payments based on failure to meet promised or approximated delivery dates. Title passes when the product is tendered to the carrier at the Seller facility. The Buyer shall be responsible for any change in shipping documentation and/or specifications.
  10. Customer Returns
    • The Buyer shall not return any non-conforming products without notification to the Seller and receipt of an RMA number from the Seller. The Seller reserves the right to reject any unauthorized returns and the Buyer will be responsible for all associated costs and expenses, including freight costs, and will bear the risk of loss or damage to such products. The Seller, at its sole discretion, may accept or reject the claim after inspection of returned products at its facility.
  11. Limitation of Liability
    • The Seller, at its option, shall rework or replace defective product or refund the value of the purchase price. In no event shall the Seller be liable for the cost of any labor expended on any such product or for any special, direct, indirect, incidental or consequential damages to anyone by reason of the fact that such product does not conform to this contract. In no event shall the Seller assume liability under any claim exceeding the value of the products sold.  No claim of any kind will be considered on products which have been converted, changed, processed or used in manufacture. The Seller is not responsible for, and does not insure, Buyer owned parts, tools, fixtures, test equipment or any other objects or tools supplied by the Buyer and held at the Seller’s location from fire, theft, water damage or any other hazards. It is the Buyer’s responsibility to insure their property while located in the Seller’s plant.
  12. Special Charges: NRSU/Tooling Charges
    • All special tooling, equipment, and fixtures acquired by the Seller for the manufacture of the Buyer’s product shall remain the Seller’s property unless otherwise agreed. Routine maintenance, upkeep and upgrades will be at the Seller’s expense. Major refurbishment costs may be charged to the Buyer based on the life expectancy of the tooling and the quantity of parts produced. If Seller agrees to transfer ownership to Buyer of any tooling, equipment and or similar item, Buyer shall pay Seller an Engineering charge of up to 100% of the NRSU/Tooling cost.
  13. Buyer’s Obligation / Rights to Seller
    • The Buyer shall pay all invoices in accordance with their terms and these Terms and Conditions. The Seller shall retain, and Buyer hereby grants to Seller, a security interest in products supplied by Seller to Buyer until payment for such products is received. The Seller shall have also have, and the Buyer hereby grants to Seller, a security interest in any and all property of the Buyer in the possession of Seller in order to secure payment of monies owed Seller by Buyer.
  14. Force Majeure
    • In the event of contingencies beyond the reasonable control of the Seller, the obligation of the Seller shall be suspended, and quantities so affected may be eliminated from the contract without liability. If the Seller invokes Force Majeure the Seller shall give prompt notice of, and utilize best efforts to terminate or remove the Force Majeure conditions.
  15. Entire Agreement
    • This agreement contains the entire agreement between the Seller and the Buyer and constitutes final, complete and exclusive expression of the terms of the agreement.
  16. Waiver and Severability
    • Failure to enforce any provision of this agreement will not waive that provision nor will any such failure prejudice the Seller’s right to enforce that provision in the future.
  17. Termination
    • The Seller reserves the right to cancel this agreement for any reason at any time.
  18. Governing Law
    • This agreement and the sale and delivery of products shall be deemed to have taken place in and shall be governed and construed in accordance with the laws in North Carolina. Disputes between the parties shall not be settled by arbitration unless both parties agree in writing.