1. APPLICATION:

    • These Terms and Conditions of Sale (hereafter, “Terms and Conditions”) apply to this sale of Goods by Moeller Mfg. Company, LLC (hereafter, “Moeller”) to a person or legal entity purchasing the Goods (hereafter, “Buyer”). These Terms and Conditions, together with Moeller’s quote and any other documents which Moeller has attached or referenced hereto shall be the basis for any resulting award. Terms additional to or different from these Terms and Conditions, including but not limited to terms contained in Buyer’s Purchase Order or Buyer’s standard terms and conditions of purchase, are hereby rejected.

  2. QUOTATIONS:

    • Quotes shall be valid for a period of sixty (60) days after submission or such other period as stated in the quote, or until withdrawn by Moeller.

  3. ORDERS:

    • All orders are subject to acceptance by Moeller and are formed upon Moeller’s written acceptance or electronic acknowledgment.

  4. PRICE AND TERMS OF PAYMENT:

    • Unless stated on Moeller’s quote or invoice, prices are for Goods only and do not include taxes, freight, duties, or tariffs. These shall collectively be referred to as additional fees, and Buyer shall pay these additional fees.
    • Unless otherwise provided on Seller’s quote, payment terms are NET 30 DAYS from the date of issuance of invoice.
    • Buyer shall not be entitled to withhold payment or make deduction from the quoted price of the goods and services in respect to any set off or counterclaim.
    • If Buyer fails to pay for any Goods when due, Moeller may, without prejudice to any other remedy it may have, postpone the fulfillment of its obligations under this order and under any other order with Buyer until such payment is made.

  5. TRANSPORTATION AND DELIVERY:

    • Moeller shall make every effort to meet the quoted delivery dates. These delivery dates are estimates only and are subject to Moeller’s timely receipt of supplies.
    • Buyer shall comply with Export laws and obtain any license or permit required to transfer, export, re-export or import the Goods.

  6. QUALITY:

    • Goods shall be delivered in accordance with the order requirements. If after inspection, which shall take place within a reasonable time after receipt, goods are found to be defective, Moeller shall repair or replace the defective goods within a reasonable timeframe.

  7. TERMINATION:

    • Buyer may only terminate any resulting order only upon Moeller’s concurrence. Should any part of the order be terminated, Seller shall (i) immediately stop the work on the terminated part of the Purchase Order, (2) place no further orders or subcontracts, except to the extent necessary to complete the continued portion of the Agreement and (3) terminate all other orders and subcontracts in connection with the terminated scope of work.
    • Should the Buyer terminate any part of this Agreement for convenience, Buyer shall be liable for all Goods which have been completed in accordance with the Agreement, all minimum buy requirements not fulfilled, all work in process and raw materials. Moeller shall submit a termination claim for these costs and Moeller and Buyer shall collectively work to reach an agreement for the termination costs in a timely manner. Upon receipt of payment for termination costs, Moeller shall disposition all finished goods, all work in process and raw materials per Seller’s instructions.

  8. CHANGES:

    • Any changes requested by Buyer as a condition of entering into an order or subsequent to entry into an order which change the basis of Seller’s quote, including these Terms, will be subject to the consent of Seller and subject to an equitable price or delivery adjustment, or both, as determined by Seller.

  9. INTELLECTUAL PROPERTY:

    • Nothing in this Agreement will function to transfer any of either party’s Intellectual Property rights to the other party. Each party will retain exclusive interest in and ownership of its Intellectual Property.

  10. CONFIDENTIALITY:

    • Each Party shall keep confidential the terms and conditions of the Agreement and all technical, business and/or classified information disclosed to the other Party in connection with the Agreement. Confidential Information may include, but is not limited to, pricing information, proprietary materials, technical know-how, technical specifications, systems, results of testing, product information, concepts and compilations of data.

  11. FORCE MAJEURE:

    • Neither Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented or delayed as a consequence of circumstances beyond the reasonable control of the affected Party including but not limited to acts of God, acts of any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, pandemics, epidemics, wars, sabotage, labor strikes, or court injunction or order (any such event, “Force Majeure”). In the event of any such excused delay, the time for performance of such obligations shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature of any such Force Majeure condition; and (b) use commercially reasonably efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

  12. DISPUTE RESOLUTION:

    • Michigan shall be the exclusive jurisdiction for all claims, disputes or proceedings related to the Agreement. The parties agree that the Oakland County Circuit Court and the Federal District Court for the Eastern District of Michigan are convenient forums, and the parties stipulate that the referenced venues are convenient and acknowledge that all decisions issued by the forum court, including all injunctions and other decrees shall be binding and enforceable in all jurisdictions.

  13. SEVERABILITY:

    • The unenforceability or invalidity of any of these terms or conditions will not affect the enforceability or validity of the remainder terms and conditions.

  14. INDEMNIFICATION:

    • Buyer agrees to indemnify and hold Seller harmless from third party product liability claims, losses, damages, or expenses (including reasonable costs of defending any proceedings) arising out of or resulting from the goods being altered, modified or improperly installed, operated, used or maintained by Buyer or Buyer’s customers or any third party.

  15. LIMITATION OF LIABILITY:

    • Moeller’s liability to Buyer is limited to Buyer’s direct damages up to an amount not exceeding the price of the Goods at issue and in no case will exceed $5,000,000. Moeller is not liable for and Buyer is not entitled to indirect, special, incidental or loss of profits or revenue, loss of use, rework, repair, manufacturing expenses, costs of product recall, injury to reputation or loss of customers.

  16. SURVIVAL:

    • The provisions of Sections 9, 10, 12, 13, 14 and 15 shall survive the expiration or termination of the Agreement for any reason.