Buyers Terms & Conditions
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1. This PO contains the entirety of the Terms and Conditions (“Terms”) Fleet Engineers, Inc.’s (“Buyer’s”) offer. Buyer shall be bound by oral or written agreements not expressly included in this PO. Acceptance of the PO is expressly limited to and made conditional upon the exclusivity of the Terms and Conditions and is expressly made conditional upon Seller’s assent to terms and conditions which differ from or are additional to those in Seller’s offer. This PO may be amended and altered only by a writing signed by authorized representatives of both Seller and Buyer expressly referencing the terms or conditions being modified, and purporting to constitute an amendment to this PO. These Terms and Conditions apply to Buyer’s purchase of all Products and/or services (“Product”) from Seller as described on the face of the PO or other documents referenced on the face of such PO. The term Product includes but is not limited to: raw materials, supplies, components, tooling equipment and services. No PO is valid unless issued by Buyer on its official, electronic or otherwise generated, PO to the Seller. If there is an existing agreement executed by both Buyer and Seller, the terms and conditions of the executed agreement will prevail over the Terms hereunder.
2. Time is of the essence on this Purchase Order (“PO”). Buyer reserves the right to terminate all or any part of each PO without liability of Buyer to the Seller, in the event:
a) Seller repudiates, breaches, or threatens to breach any of the terms of the PO including without limitation, Seller’s warranties, b) Seller fails to perform or deliver Product as specified by Buyer, c) Seller fails to provide Buyer with adequate and reasonable assurances of Seller’s ability to perform timely any of Seller’s obligations under any PO, including without limitation, delivery of Product, d) Buyer terminates for breach of any other PO issued by Buyer to Seller in accordance with the terms of such PO, e) Seller attempts an assignment or transfer of any interest without prior written approval of Buyer, f) Seller fails to remedy the breach or violation within three (3) days after receipt of written notice from Buyer, or g) Seller makes an assignment for the benefit of its creditors, commits any act of bankruptcy, has a receiver appointed, or otherwise admits of its inability to pay its debts as they mature, and Seller fails to remedy the breach or violation within fourteen (14) days after receipt of written notice from Buyer. Unless otherwise stated on the face of this document, the period allowed for payment of invoices will begin with the date of issuance of a correct invoice or the date of shipment of the material, whichever is later.
3. Seller shall indemnify and hold Buyer and its directors, officers, agents, employees, and/or its customers harmless from all claims, losses, suits, damages, liability, causes of action, judgments and all expenses, (including, but not limited to, reasonable attorney’s fees, expert fees, court costs, and accounting costs) arising out of or related to (i) any allegation or other claim of patent, copyright, or trademark infringement, or use of any know-how, trade secret, process, idea, method, article of manufacture or other proprietary right of a third party by reason of use of the Product, including, but not limited to, manufacture, development, lease, or sale of the Product; (ii) any allegation or claim of false marking, labeling, advertising, or other misrepresentation of the Product; or (iii) any allegation or claim relating to manufacturing or product defects, and / or other claims related to injuries caused by the Product.
4. Buyer reserves the right to inspect all shipments after delivery and to reject any material that may be detective or not in accordance with specifications as to quality or performance. Seller shall make delivery to the specified destination by the due date stated on the PO or as otherwise agreed in writing. Any such stated due date is of the essence and Seller shall notify Buyer promptly if it reasonably anticipates that delivery will not be on time. Seller shall incur all costs related to unauthorized early delivery. Seller warrants that upon acceptance of delivery at the destination Seller will convey to Buyer good and marketable title to all Product free of any liens or encumbrances of any kind. Buyer shall not be obligated to buy or pay for, and Buyer or its designated representative may at any time after delivery reject, all or any part of a given delivery of Product that Buyer or its designated representative determine does not conform with the PO or agreed specifications. Seller shall retain or reacquire title to, and bear all risks of loss of such nonconforming Product and shall at its own expense be responsible for the return or disposal. Seller shall incur all costs related to Buyer’s receiving nonconforming Product which costs include but are not limited handling, storing, and testing.
5. If price is omitted on order, except where order is given in acceptance of quoted prices, it is agreed that Seller’s price will be lowest prevailing market price and in no event is this order to be filled at higher prices than last previously quoted or charged without Buyer’s written consent.
6. In the event any article sold and delivered hereunder shall be defective in any respect whatsoever, Seller will indemnify and save harmless Buyer from all loss or expense by reason of all accidents, injuries, or damages to persons or property resulting from the use or sale of such article or which are contributed to by said defective condition.
7. If Seller performs services, or constructs, erects, inspects or delivers on Buyer’s premises, Seller will indemnify and save harmless buyer from all loss or expense by reason of any accident, injury or damage to persons or property occurring in connection therewith.
8. Buyer may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom, practice, or course of dealing to the contrary.
9. Seller shall meet quality requirements of Buyer and all quality requirements of Buyer’s customers, including, but not limited to, all applicable plans, specifications, and other contract descriptions, as set forth on the face of the PO. The quality of the Product shall be subject to the satisfaction of the Buyer, who shall be entitled to reject nonconforming Product. Buyer or its designate representative or government agency shall have the right from time to time during business hours after reasonable notice to the Seller to (i) inspect the Product wherever it is located; (ii) remove samples of the Product for inspection and testing; and (iii) obtain factory site and other information from the Seller to confirm conformance of the Product with agreed specifications. No such inspection, testing or inquiry shall be deemed to be or result in any variation of any of Seller’s obligations or a waiver of Buyer’s rights. Seller warrants from the date of delivery or the appropriate period if contrary to applicable law, that all Product:
a) strictly conform with the description contained in the PO, the quality and agreed specifications stated or incorporated as a schedule, by reference or otherwise, b) is merchantable, fit for the purpose intended, and free of defect, c) consisting of edible raw ingredients or finished materials not adulterated, mislabeled within the meaning of the Federal Food, Drug, and Cosmetic Act (“Act”) and is suitable for human consumption or will not otherwise affect Buyer’s ability to use or resale the Product; and not adulterated or misbranded within the meaning of any pure food laws or ordinances (then in effect) of the country, state, or city to which Product is shipped, and d) are not articles which may not, under the provisions of Sections 404 or 505 of said Act be introduced into interstate commerce.
10. Any specifications, samples, designs, formulations, trade secrets, patents, financial data, or other information that Buyer identifies as or otherwise deems confidential (“Buyer’s Confidential Information”) and discloses to Seller in connection with the PO shall remain the exclusive property of Buyer and shall, along with any information derived from the same, be kept confidential by Seller and its employees and agents and shall not, without Buyer’s prior written consent, be disclosed to any third party or used except for purposes of the PO. Notwithstanding the foregoing, such information shall not be deemed confidential to the extent that Seller can demonstrate by written record that it was previously known by Seller, became generally available to the public through no fault of Seller, was disclosed to Seller by a third party without breach of any confidentiality obligation, or is specifically required to be disclosed by law or legal process. Buyer and Seller agree that the covenant of confidentiality and nondisclosure set forth above shall survive termination of this Agreement and shall remain in effect for so long as the Buyer’s Confidential Information remains confidential
11. Unless otherwise stated on face of order, title to any and all property furnished by Buyer, at no charge to Seller in connection with this order shall at all times vest in Buyer and Seller assumes all liability for loss or Seller’s failure to return such property to Buyer upon request.
12. Seller agrees that all materials, supplies, article or equipment to be manufactured or furnished hereunder will be produced in compliance with the Fair Labor Standards Act. If this order exceeds $10,000 and is otherwise subject to the WalshHealey Public Contracts Act, Seller also agrees that all materials, supplies, articles or equipment to be manufactured of furnished hereunder will be produced in compliance with that Act.
13. If this PO is subject to Executive Order 11246, Seller certifies that it (1) is in compliance with Sec. 202 thereof and the Rules and Regulations issued thereunder; (2) does not and will not provide or maintain at any of his establishments, or permit his employees to perform their services at any location under his control where there are maintained, segregated facilities, and (3) agrees that a breach of this Certification violates the Equal Employment clause of Executive Order 11246. “Segregated Facilities” means facilities which are in fact segregated on a basis of race, color, creed, sex, religion or national origin, because of habit, local custom or otherwise. Seller agrees to (1) obtain an identical certification from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal opportunity clause, and (2) maintain such certifications in his files. The penalty for making false representation is prescribed under 18 U.S.C. 1001.
PARAGRAPH “A” – The tooling and/or pattern equipment covered by this order shall be tagged or otherwise identified as the property of Buyer; be subject to transfer or remove at his request, be used to produce parts for Buyer only and shall not be disposed of, or damage to, this tooling and/or pattern equipment while in its possession. Invoices must be completely itemized by individual valuations or an itemized list must be attached to the invoice.
PARAGRAPH “B”– The tooling and/or pattern equipment covered by this order shall be used to produce parts for Buyer only and shall not be disposed of at any time until written approval of Buyer. Maintenance will be the responsibility of Seller and Seller will be responsible for loss of or damage to, this tooling and/or pattern equipment while in his possession. Invoices must be completely itemized by individual valuations or an itemized list must be attached to the invoice.
FEDERAL EXCISE TAX EXEMPTION CERTIFICATE
Buyer certifies that it is a manufacturer or producer of articles enumerated in chapter 32 of the Internal Revenue Code and of articles not enumerated thereunder, and holds Certificate of Registry No. 38 76 0026 A issued by the District Director of Internal Revenue at Detroit, Michigan.
It is understood, for all purposes of chapter 32 of the Internal Revenue Code, that to the extent articles purchased under this exemption certificate are resold by Buyer otherwise than on or in connection with, or with the sale of an article manufactured or produced by Buyer, then Buyer shall be considered the manufacturer or producer of the articles so resold.
For further information or questions, contact Fleet Engineers':
Our normal sales desk hours are 8:00 a.m.- 5:00 p.m. EST.
Phone: 1 800 333 7890
Fax (24 Hours): 231 777 2720
Address: 1800 E. Keating Avenue,
Muskegon, MI 49442-6189 U.S.A.
Sellers Terms & Conditions
To view and print a pdf of the Seller’s Terms & Conditions, click here >>
All orders are expressly conditioned on Buyer’s assent to Fleet Engineers’ (Seller’s) sales and credit terms only and not to terms and conditions appearing on Buyer’s purchase order or contract. Buyer waives any right to object to these terms and conditions. Buyer’s assent to these terms and conditions shall be evidenced by acceptance of any shipment. Seller’s failure to object to terms contained in any communication from Buyer shall not be deemed to be a waiver of these terms and conditions.
Said terms and conditions are as follows:
All prices are subject to change without notice. This price list supersedes and cancels all previous price lists. Prices are F.O.B. shipping point.
Popularity code can be used to estimate the availability of a given product: (a) current production – immediate availability, (b) current production – standard availability, and (c) non-current production.
Minimum order is $60.00 net. Orders less than $60.00 net will not be accepted.
Seller will accept only paid phone calls. Seller will NOT accept responsibility for any errors made in telephoned or oral instructions. To avoid any errors, a confirming purchase order must be mailed, faxed or e-mailed to Seller.
Terms of Payment:
Terms are net thirty (30) days. A 2% monthly carrying charge will be added to all past due accounts, beginning the thirty-first (31st) day from date of invoice. Shipments can be made C.O.D. or cash in advance prior to credit approval. All invoices are payable in U.S. funds. Please pay from invoice.
Buyer may not cancel any order without Seller’s prior written approval and will be subject to charges for expenses incurred and work executed by Seller or our suppliers.
Shipment will be made F.O.B. shipping point at which time risk of loss shall pass to Buyer. Seller reserves the right to select means and route of shipment if specific instructions are not included with order, and Buyer waives any right it may have to notification of shipment. Seller may in its discretion make partial shipments. All shipments weighing over 200 lbs. will be made via motor truck unless otherwise specified. Shipments weighing 200 lbs. or less will be made via package carrier (RPS or UPS). All package shipments are charged a $3.00 handling fee per each order. A special handling fee will be added to all package carrier requested shipments over 200 lbs. Seller will endeavor to ship merchandise within the specified time; however, Seller does not guaranty delivery.
Risk of Loss and Deliver Title:
Liability for loss or damage passes to Buyer on delivery. Delivery of goods by the Seller to the carrier at the shipping point constitutes delivery to Buyer. Title to goods shall pass to Buyer subject to Seller’s right of stoppage in transit to secure payment of the purchase price for the goods.
Seller shall not be liable for any delay in performance or for non-performance, in whole or in part caused by the occurrence of any contingency beyond the control of Seller or Seller’s suppliers, including but not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or agency thereof affecting the terms of this contract, judicial action, labor dispute, accident, fire, explosion, flood, storm or other Act of God, shortage of labor, fuel, raw materials, tools, dies or equipment or technical failure. Any such delays shall excuse Seller from performance, and Seller’s time for performance shall be extended for the period of delays and for a reasonable time thereafter. In no event shall Seller be liable for direct, indirect, special, incidental or consequential damages for any delay or non-performance.
Multiple Shipments – Separate Contracts:
If the contract provides for, or if Seller elects to make, multiple shipments or deliveries, each such shipment or delivery shall be construed as a separate sale. Buyer agrees to accept and pay for each such shipment or delivery. Should Buyer fail to accept and pay for each shipment or delivery, Seller may without prejudice to any other lawful remedy defer further shipments or deliveries until acceptance thereof by Buyer or until payment is made by Buyer. Seller may at its sole discretion without liability whatsoever terminate this contract as to any unaccepted or undelivered portion thereof, as well as any other outstanding contract with Buyer. Buyer shall be responsible for any expenses and losses sustained by Seller by so doing.
Shortages or errors made in filling an order must be reported to Seller within ten (10) days of delivery or Seller will not honor them. Before claiming a shortage, Buyer must verify that no containers were received in damaged condition.
Loss or Damage:
For orders shipped F.O.B. origin freight collect, any claims must be filed by the consignee direct with the carrier. Under no circumstances should freight be refused by Buyer. Buyer is to verify that the correct number of pieces is received prior to signing the freight bill. Buyer must make note on the freight bill any visible damage to pieces received.
Claims and Allowances:
Seller shall not be liable for manufacturing defects for goods which pass without objection in the trade under the contract description or for goods which are of fair average quality. Claims of any kind or nature, except for latent defects, are specifically barred unless made in writing by registered mail within sixty (60) days after delivery to Buyer. Seller’s limit of liability for defective merchandise shall be the difference in value on contract date of delivery between goods specified and goods actually delivered. The limit of Seller’s liability for non-delivery shall be the difference, if any, between the contract price and the fair market price on the contract date of delivery of the goods to be delivered. In no event shall Seller be liable for direct, indirect, special, incidental or consequential damages for any delay or non-performance.
All returned goods must have an authorization number assigned by Seller. Items returned for credit will be subject to a 20% restocking charge and must be returned FREIGHT PREPAID. No items for return will be accepted beyond twelve (12) months from date of shipment, or if an overstock situation exists at the time of request. Customer must supply Seller with invoice number and purchase order number from which shipment was made. ONLY CURRENT MODEL PARTS IN SALEABLE CONDITION WILL BE ACCEPTED. If Seller accepts an unauthorized return, it will be subject to a 25% restocking charge.
Overruns on custom and/or special order merchandise up to 5% of the quantity ordered shall constitute an acceptable delivery.
Seller may cancel this contract in the event of Buyer’s breach. Seller may also cancel this contract on occurrence of any of the following: insolvency of Buyer; filing by Buyer of a voluntary petition of bankruptcy; filing of an involuntary petition to have Buyer declared bankrupt; appointment of a receiver or trustee for Buyer; execution by Buyer of an assignment or composition arrangement for the benefit of creditors; filing of a voluntary or involuntary petition for corporate reorganization of Buyer; or initiation by any party for any other proceeding involving Buyer as debtor under the Bankruptcy Act, as amended. In the event of any cancellation under this paragraph, Seller without prejudice to any other rights available to it for breach of this contract shall have the right: (i) to refuse to deliver any additional goods; (ii) to recover from Buyer the contract price of all goods delivered and for freight, storage, handling and other expenses incurred by Seller; or (iii) to sell elsewhere and charge Buyer with any resultant damages.
Warranty – General:
Seller warrants to Buyer all goods, if properly installed, used only for uses and in the manner recommended by Seller, and not damaged from any external cause, against defective workmanship and material for the warranty period specified in the specification sheet for each item, but in no event longer than six (6) months from date of shipment; provided that any defect has not been caused by misuse, careless handling, or where repairs have been made or attempted by parties other than Seller. EXCEPTION: CHROME PLATING IS NOT GUARANTEED. See Returned Goods section for specific instructions. Seller’s warranties extend to Buyer and to no other person.
Limitation of Warranty:
No claim under the above warranty shall be honored unless (i) it is submitted to Seller in writing within sixty (60) days after discovery and on or before the sixtieth (60th) day after expiration of the warranty period, and (ii) Buyer shall cease to use the goods and give Seller a full written report supporting its claim. If Seller finds the equipment to be defective, the Seller will repair or replace it without charge and bear the cost of transportation for the defective goods. Except as provided by this paragraph, Seller shall not be liable for any labor, transportation or other expense required to replace or repair defective goods nor in any event for any direct, indirect, special, incidental or consequential damages arising out of or occasioned by a defect or failure of any goods sold to Buyer, nor for any loss arising from the use or resale thereof. SELLER PROVIDES NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE GOODS CONTAINED IN THIS CONTRACT.
Warranty – Chrome Plating:
Chrome plating on products is not warranted beyond the initial installation date of the product. The performance of plating cannot be guaranteed due to the conditions of service. Damage from stones or road debris can destroy the integrity of the coating surface and cause corrosion to ensue. Damage due to the impact or collision with another object and road and vehicle vibration are likely at some point during the life of the product. Therefore, Seller only warrants the plating quality until any plated product is put into service. Seller’s plating is specified to be the high grade automotive exterior quality and designed for atmospheric conditions in existence on today’s highways. Maintenance and care of the finish are required to maintain its like-new condition.
Limitation of Damages:
Seller’s liability with regard to the goods and/or this contract for any claims, costs, damages, losses, and expenses for which it is or may be legally liable, whether arising in negligence or other tort, contract, or otherwise, shall not exceed the price for the goods. In no event shall Seller be liable for direct, indirect, special, incidental or consequential damages for breach of any of the provisions of this contract.
Limitation of Remedies/Action:
Buyer’s exclusive remedies with respect to the goods shall be the repair of defective goods or, in the event the goods cannot be repaired, the refund of the purchase price or replacement of defective goods, whichever Seller so chooses at its sole option. No action can be brought by Buyer more than one year from the date of delivery of the goods to Buyer.
Registered Trademarks and OEM Logos:
Due to trademark restrictions, products personalized with OEM logos are only available through their respective Truck/Trailer dealers and are contained within only to represent their availability to such dealers.
If any merchandise shall be sold by Seller to meet Buyer’s particular specifications or requirements and is not part of Seller’s standard line offered to the trade generally in the ordinary course of Seller’s business, Buyer agrees to indemnify, defend, protect and hold Seller harmless against any and all suits at law or equity and from any and all loss, damage, claims and demands for actual or alleged infringement of any United States or foreign patents, and to defend any suit which may be brought against Seller for any alleged infringement because of the sale of the merchandise ordered by Buyer. In the event Buyer fails to defend Seller, Buyer shall be responsible for all of Seller’s attorney fees, costs of defense, expert witness fees and other litigation related expenses.
If Seller seeks to enforce any of the terms hereof due to Buyer’s breach, Buyer shall pay Seller’s reasonable attorney’s fees and expenses.
This contract is binding upon and inures to the benefit of the parties and the successor and assigns of the entire business and goodwill of Seller or Buyer, but will not otherwise be assignable by Buyer; except that Seller may assign the proceeds of this contract. Nothing in this contract shall inure to the benefit of or be deemed to give rise to any rights in any third party.
This contract is made and to be performed in Muskegon, Michigan. Unless otherwise specifically agreed, this contract and any dispute thereunder shall be governed by the laws of the State of Michigan.
For further information or questions, contact Fleet Engineers:
Our normal sales desk hours are 8:00 a.m.- 5:00 p.m. EST.
Phone: 1 800 333 7890
Fax (24 Hours): 231 777 2720
Address: 1800 E. Keating Avenue,
Muskegon, MI 49442-6189 U.S.A.