Standard Terms and Conditions of Sale
All agreements and purchase orders are subject to Casey Machines standard terms and conditions of sale unless otherwise agreed to in writing and signed by representatives from Casey Machine and the customer.
Regular: Purchase orders for a specific item and for a specific due date is considered a regular order. We will do our best to complete exact quantities on regular orders but orders with multiple operations have an opportunity for fall out at each operation, therefore order quantities may vary plus or minus 10%. Revisions to scheduled items must be negotiated on an item by item basis. An expedite fee may be assessed when the revision creates additional cost to Casey Machine.
Blanket Orders: In the event that a customer would like to place purchase orders for an extended period of time, they may do so under a “blanket order” agreement. Blanket orders are negotiated for a specific number of parts, sell price and time frame. Casey Machine’s sell price is subject to material cost increases. Releases may be scheduled with various quantities on a periodic basis providing quantity is in even multiples consistent with agreed upon packaging criteria.
LTA/KanBan: Long Term Agreements may be utilized where appropriate when the customer desires Casey Machine to maintain a set amount of finished goods that can be released to the customer with short lead times. Casey Machines pricing will reflect the economics of this service. Casey Machine may, at the customers desire, accommodate various different types of supplier arrangements, negotiated on an individual basis such as Vendor Managed Inventory and leasing agreements.
Raw Material Liability: Blanket orders and LTA’s may necessitate Casey Machine carrying inventories of raw materials. These inventories provide stability in pricing and decrease lead-times. Minimum order quantities imposed by our suppliers may necessitate extra materials be acquired for regular, blanket, and LTA orders. The customer is expected to assume responsibility for the raw materials inventories purchased but not used. If the material is considered to be “off the shelf” and can be returned to the provider, a restocking fee will be charged to the customer in addition to other costs such as transportation back to the provider. In the case where the material is unique, the customer will be responsible for the full amount of the raw material price at the last purchase price.
Change Notices: No modification of the purchase order shall be effective unless in writing and signed by an authorized representative of both Casey Machine and other party. Customer may, at any time, make changes in, or additions to, the work to be performed or the Goods to be furnished hereunder in any one or more of the following: (a)drawings, designs, statement of work or specifications; (b)method of shipment or packing; (c)place of inspection, delivery or acceptance; (d)quantities; (e)delivery schedule where reasonable. If any such changes cause an increase or decrease in the cost of, or the time required for, performance of this order, Casey Machine shall notify the customer promptly. Nothing contained in this paragraph shall excuse Casey Machine from proceeding with the order as changed. Casey Machine shall not make any changes to the form, fit, or function of any goods, any drawings, designs, specifications, manufacturing process, materials, packaging, time or place of delivery or, method of transportation or to the price of any of the goods, in each case, without prior written consent.
Reschedules: In the event that there is a need to push out a confirmed order, Casey may choose one of the following depending on the situation: 1) No raw material has been purchased for the order, then the order can be rescheduled with no economic impact 2) Raw material has been purchased but production has not begun. 3) Production has taken place; the customer must take completed inventory as originally scheduled. The customer will be responsible for a 2 ½% monthly charge of the value of the order or a 20% restocking fee, plus the cost of shipping, provided the material supplier will accept returned material.
Expedites: For orders where production has not yet begun and the customer requests an expedite, an expedite fee will be assessed providing that Casey Machine is able to accommodate the request. The amount of the fee may vary depending upon the situation.
Packing, Marking and Shipping: Unless otherwise specified on the face of this document, all shipments are FOB point of shipment. Shipment shall be made in accordance with instructions issued by customer. Unless otherwise stated in this order, Casey Machine will pack, mark, and ship all goods in a manner which is (a) in accordance with good commercial practice for protection and shipment, (b) acceptable to common carriers for the lowest rate for the goods, (c) in accordance with all transportation and I.C.C. regulations, and (d) adequate to ensure safe arrival of the goods at the destination specified herein. Therefore, all claims for breakage, damage, and losses should be made directly to the transportation company.
Delivery: Timely delivery performance is critical to the success of this order. Casey Machine and its subcontractors will make deliveries strictly in accordance with the delivery schedule. If Casey Machine suspects or determines that the delivery will not be on time, they will advise the Buyer of the possible delay, the cause, and the proposed recovery schedule as soon as possible. The Supplier will exercise all possible remedies including expedites and air freight shipping to avoid failure to comply with the delivery schedule.
Quality, Inspection and Acceptance: Casey Machine maintains a documented quality system. Casey Machine requires all suppliers to retain quality documents for a specific period of time as listed on the purchase order, to include but not limited to, Manufacturer Certificate of Conformance, material chemical and physical certifications, all processing certifications, and any associated prints for producing the part. The Customer may at any time, including but not limited to, the period of manufacture, enter the suppliers facility and inspect and test the goods, including but not limited to, material, work in progress, supplies and the manufacturing process. The Customer will have the right to reject any goods or lots of goods which are defective in material or workmanship or otherwise not in conformity with the requirements of the original order. Rejected goods shall be removed or corrected. All goods are subject to final inspection upon delivery at facility, irrespective of any source inspections. In the event that parts are rejected supplier shall have the opportunity to correct, rework or purchase those parts.
Taxes: Quoted prices do not include sales tax. All taxes and other charges imposed by federal, state and local or foreign government/authorities on the manufacture, sale, shipment, import, export, or use of the goods in connection with the services supplied hereunder (other than income taxes) shall be paid by Buyer. Buyer shall defend, indemnify and hold harmless Casey Machine from and against all liability for such taxes or costs associated therewith.
Payment Terms: Unless otherwise specified in this order payment terms areNet 30 and all payment due dates are computed from the scheduled delivery or receipt date. Late charges at the interest rate of 1.5% per month (18% annually) may be charged on past due accounts. All prices are to be quoted and paid in US dollars. Unless otherwise stated in this order all applicable federal, state, and local taxes and all shipping, freight or transportation, packing or handling charges are included. Payment of any invoices shall be subject to adjustment for typographical errors.
Force Majeure: Casey Machine may not be considered in default of liable for any delay or failure to perform its obligations due to the extent that such delay or failure results from causes beyond its reasonable control such as an act of fire, flood, explosion, epidemic, war, civil or military authority, strikes, lockouts, slowdowns, picketing boycotts, trade disputes, riot, delays in transportation or car shortages, or inability to obtain necessary labor, materials, components, equipment, services, energy, or utilities through usual and regular sources at usual and regular prices. In any such event, Casey Machine may at any time may (a) postpone its performance under this contract, (b) make partial performance under this contract, or (c) cancel any part of this contract. Cancellation of any part this contract shall not affect customers duty to pay for performance of any other part hereof.
Warranty: Goods covered by this order will conform to the designs, specifications, drawings, samples or other descriptions referred to in this order, will be free from defects in material and workmanship, and will be fit and sufficient for the purpose for which the goods were intended for a period of 12 months from the date of shipment.
Limitation of Liability: Casey Machine’s liability on any component is limited to direct labor andmaterial cost of the parts and/or material directly damaged by Casey Machine’s processing or three times Casey Machines charges for the parts and/or material, whichever is less. Casey Machine is not responsible for the results of metal finishing operations that are unsatisfactory due to metal imperfections, changes in grade or composition of material, or usages for which the plating or other finishing operation was not designed and similar variables under which Casey Machine has no control. In such cases, the customer will pay Casey Machine the contracted price for the work performed.
In no event shall Casey Machine be responsible for special, incidental or consequential damages (including but not limited to loss of profits) or damages in the nature of penalties.
Indemnification Waiver: Casey Machine shall be indemnified and held harmless from any and all claims of loss or damage sustained and/or asserted against with respect to the goods or services supplied hereunder, and from attorneys’ fees/costs in connection therewith, arising in whole or in part out of (a) failing to follow specifications or instructions (b)failing to comply with specific legal requirements including OSHA of 1970, (c)misusing the goods, (d)making misrepresentations, (e) being solely or contributorily negligent, and/or (f) providing designs which infringe or are alleged to infringe on any patent trademark or copyright or other intellectual property right. Customer herby waives and releases Casey Machine (its officers, directors, employees and subcontractors) from all right of contribution or indemnity for which it may be entitled.
Government Regulations: All parties shall comply with all applicable U.S. export control laws and regulations including the requirements of the International Traffic in Arms Regulation (ITAR), 22 C.F.
R. 120-130. ITAR regulations dictate that information and material pertaining to defense and military related technologies may only be shared with U.S. persons unless authorization from the Department of State is received or a special exemption is used.
Conflict Minerals: Supplier commits to comply with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act involving the sourcing of tin, tantalum, tungsten, and gold (the “Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries (the “DRC countries”). Supplier shall take all measures necessary to ensure compliance to determine if conflict minerals sourced from the DRC directly or indirectly support unlawful conflict.
Insurance: Casey Machine and its subcontractors shall maintain all necessary insurances including but not limited to Workers Compensation and Employers Liability, General Liability for property damage and injuries, as well as Contractual Liability insurance.
Dispute or Litigation: In the event of a dispute or litigation between Casey Machine and the Customer, the Customer agrees such litigation shall be held in Erie County Superior Court.