Mcloone Standard Terms and Conditions
The goods described on reverse are sold by Mcloone Metal Graphics, Inc., a JSJ Corporation business (hereafter referred to as “Mcloone”), subject to the following terms and conditions. These terms and conditions apply to this and all future orders with Mcloone. Buyer will be deemed to have assented to these terms and conditions unless Mcloone receives written notice of any objection within ten days of Buyer’s receipt of this writing. Failure of Mcloone to object to provisions contained in a purchase order or other communication from a buyer shall not be construed as a waiver of these terms and conditions or acceptance of any such provisions.
For contract formation, administration, changes, and all other purposes each electronic message sent between the parties will be deemed: A) “written” or “writing”; B) “signed”; and C) an original business record when printed from electronic records or files established and maintained in the normal course of business. The parties expressly waive any right to object to the validity, effectiveness, or enforceability of any such message on the ground that a “statute of frauds” or any other law requires written signed agreements.
Choice of Law: The contract shall be governed by and construed in accordance with the laws of the State of Wisconsin.
Delivery and Title: The goods are sold and title passes F.O.B. Mcloone plant, La Crosse, WI.
Pricing and Invoicing: Mcloone will bill all orders at prices in effect on shipping date or per accepted quotation. If Mcloone’s cost of undelivered goods increase for reasons beyond its control, Mcloone reserves the right to pass along to the Buyer the amount of such increases. Actual quantities shipped will be billed at a pro rata price. Shortages or excesses of not more than 10% must be accepted and paid pro rata by Buyer. Prepaid shipping charges and insurance will be added to the invoice.
Dies and Other Tooling: The dies and/or other tooling referenced on this order are not being purchased by Buyer and will remain the property of Mcloone unless otherwise specified and agreed to between Mcloone and Buyer.
Terms: Terms are NET 30 DAYS. In the event of default, all amounts become due immediately and payable. The acceptance of any individual order and terms of payment are subject to approval by Mcloone Credit Department.
Acknowledgement and Proofs: The Buyer acknowledges that the information set forth on the front of this document is correct unless the Buyer gives Mcloone written notice to the contrary within ten days after receipt hereof. The Buyer shall review all proofs to ascertain that Mcloone has met all specifications and requirements. The Buyer takes full responsibility for proofing.
Cancellation: Accepted orders cannot be cancelled without written approval of Mcloone. Cancellation charges may occur, based, on stage of order in production. Cancellation or delays may occur if Buyer fails to pay any invoice when due.
Taxes: All sales are subject to applicable sales and other state, federal and local taxes or fees. Buyer must provide Mcloone with a valid exemption certificate covering exempt sales, and will hold Mcloone harmless for any taxes that may become due on such sale.
Claims of Buyer: All claims for shortages, damaged, defective and/or nonconforming goods must be made within thirty days of receipt of material. Before returning any goods, Buyer must obtain Mcloone’s Return Material Authorization Number. Credit will not be issued on unauthorized returns. All claims for shortages or damages must be supported by exception noted on the delivery receipt or other document at the time Buyer takes possession of the goods. Failure to make timely claim shall constitute unqualified acceptance and a waiver of all such claims by Buyer.
Warranty: All statements, technical information and recommendations made by Mcloone related to any product are based upon tests believed to be reliable, but do not constitute a guarantee or warranty. All products are sold with the understanding that Buyer has independently determined the suitability of such products for its purposes. All products are warranted free from defects in material and/or workmanship for one year from the date of shipment if product is properly stored and/or applied. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE. NO SALESPERSON, REPRESENTATIVE OR AGENT OF Mcloone IS AUTHORIZED TO GIVE ANY GUARANTEE, WARRANTY OR MAKE ANY REPRESENTATION CONTRARY TO THE ABOVE. Mcloone’s sole obligation and the Buyer’s exclusive remedy for breach of warranty or any other warranty, expressed or implied, shall be limited to repair or replacement of defective product without charge by Mcloone, or, in the event replacement or repair is not commercially practical; to the issuing to Buyer of a reasonable credit in light of the defect in the product. WAIVERS, ALTERATIONS, ADDITIONS OR MODIFICATIONS OF THE FOREGOING CONDITIONS SHALL BE VALID ONLY IF SUCH CHANGES HAVE BEEN MADE IN WRITING AND BEAR THE SIGNATURE OF AN OFFICER OF Mcloone.
Liability: Mcloone shall not be liable for any loss or damage due to delay or change in shipment schedule or failure to deliver caused by accident, fires, strikes, riots, civil commotion, insurrection, war, the elements, embargoes, failure of carrier to obtain transportation facilities, government restrictions, acts of God or public enemy, or limitations of Mcloone and/or its suppliers’ production or marketing activities or any other causes or contingencies beyond Mcloone control. Mcloone’s LIABILITY FOR DEFECTIVE PRODUCTS SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER AND IN NO EVENT SHALL Mcloone BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, CAUSED BY DEFECTS IN SUCH PRODUCTS, WHETHER SUCH DAMAGE OCCURS OR IS DISCOVERED BEFORE OR AFTER REPLACEMENT OR CREDIT AND WHETHER OR NOT SUCH DAMAGE IS CAUSED BY Mcloone NEGLIGENCE.
Patents, Trademarks, and Copyrights: The Buyer shall hold Mcloone harmless and indemnify Mcloone against all loss, liability, damage and expense to Mcloone, including without limitation attorney’s fees and all other costs in defending any action resulting from manufacturing, processing, or performance of other work done in accordance with drawings, designs or other specifications proposed or furnished by the Buyer, such as liability under the laws of patent, trademark, trade name, copyright, defamation and invasion of privacy, and from any claim of contributory infringement of intellectual property, defamation or invasion of privacy resulting from the use of resale by Buyer or products sold hereunder.
In placing this order, Buyer warrants to Mcloone that Buyer has lawful authority to order and use products ordered and such use is not in violation of any state or federal law.
Technical Information: Any sketches, models, or samples submitted by Mcloone shall remain the property of Mcloone, and shall be treated as confidential information unless Mcloone in writing indicates a contrary intent. No use or disclosure of such sketches, models, and samples, or any design of production techniques revealed thereby, shall be made without the express written consent of Mcloone. Upon demand, Buyer agrees to return to Mcloone any such sketches, models or samples.
Severability: Each provision hereof is severable. If any provision is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect.