Standard Quote Terms and Conditions for Sales of Goods and Services
Formation of Contract: Customer’s acceptance of the completed quote and these are the terms that shall be conclusively accepted by (a) Customer signs the quote, or (b) Customer submits purchase order in reply to the quote, or (c) Customer delivers goods to Witness Inspection for processing. Any contract for services or the sale of goods by Witness Inspection is an express condition on customers approval to the terms stated on the quote and the terms below.
Standard Terms Sales of Goods and Services
- Prices: All quoted prices in effect on the purchase order date (unless quoted otherwise) or date of completion based on scheduled, communicated expectation. All prices are based on the quantities quoted. Witness Inspection reserves the right to re-quote the project based on adjusted quantities, criteria, incoming product that exhibits characteristics outside of normal manufacturing parameters, special packaging and handling, and deliverables as additional process or set-up time may be required.
- Exclusions: The quoted price by Witness Inspection does not include
- Other services, products, or work not specifically listed on the quote
- Applicable taxes including (but not limited to) state, local, or federal sales, excise or use taxes.
- Shipping Expenses
- Price Revisions: The quoted price is subject to price revisions by Witness Inspection after the quote’s date to account for changes to process, criteria, initial quoted volume, and rise in costs of materials and labor. If the customer does not want shipment all at one time of the goods in the quote, the prices is subject to increase. No price rise will take effect until Witness Inspection has given the customer prior 30 days written notice.
- Price Revisions for De-rust Projects: Pricing for de-rust programs will be quoted based on rust severity samples provided by the customer. If rust exceeds severity based on original request, Witness Inspection reserves the right to re-quote the de-rust project.
- Blanket Purchase Orders: Blanket Orders placed with Witness Inspection are for the term of one year unless alternative terms are agreed upon in writing. Witness Inspection reserves the right to review blanket purchase orders annually.
- PPAP Charges: Small quantity runs of products are subject to a $200.00 PPAP charge if required by the buyer.
- Exclusions: The quoted price by Witness Inspection does not include
- Minimum Charge: Witness Inspection has a minimum lot charge of $200.00 or unless specifically stated in the quotation.
Payment Terms Payment is due in full on all invoices thirty days after Witness Inspection’s invoice date, unless both the customer and Witness Inspection have mutually revised the quote. Invoices that are not paid within thirty days will incur a service charge of one- and one-half percent per month added to the total amount due. Witness Inspection reserves the right to not deliver and/or process goods at any time should the customer fail to pay outstanding invoices.
- Delivery Date: All scheduled delivery dates are estimates based on a normal workload and all deliveries are subject to change without liability to the company. Unless expressly specified to the contrary, all shipping dates are based upon current availability of materials, present production schedules and prompt receipt of all necessary information. Seller will not be liable for any damages. Loss, fault, expense, or freight charges arising out of delays in shipment or other nonperformance of this agreement caused by imposed by strikes, fires, disasters, acts of God, acts of Buyer, shortages of labor, fuel power, material, supplies, transportation, government action, subcontractor delay, or agreement and/or extend any date upon which any performance is due.
- Shipping Unless: indicated otherwise, all quotes are F.O.B., buyer is responsible for insurance and shipping of the goods and will bear all risk of damage or loss of the goods during transit. Witness Inspection may prepay freight at its choice and add it to the invoice. The customer shall promptly examine all goods shipped from Witness Inspection and immediately notify Witness Inspection of any defects prior to using the serviced goods.
- Cancellations: Completed: work at the time Witness Inspection receives cancellation will be billed and shipped at the agreed upon price. Any balance of work will be stopped as promptly as possible and the balance of cost will be billed at a reasonable expense including but not limited to material used, labor and engineering services.
- Limited Warranty and Disclaimer: Witness Inspection guarantees to the customer that goods serviced by Witness Inspection shall be free of service associated defects for a reasonable period, not to go beyond six months, or as otherwise agreed by Witness Inspection in writing. The warranty does not include future performance or procedure inherent appearance effects including light scratches, drying marks, drying spots, discoloration, and corrosion protection more than the quote’s parameters. This warranty does not include materials or goods that are neglected, misused, damaged, or altered after leaving Witness Inspection’s possession. The decision of if a defect exists will be made solely by Witness Inspection. Customer should not return goods to Witness Inspection until Witness Inspection has been given a reasonable chance to inspect and test the goods to verify if a defect exists and if the goods should either be repaired or replaced. Any goods that are returned to Witness Inspection may be subject to charge to cover the cost of reconditioning and handling the goods for Witness Inspection to bring them to a sellable condition.
- Inspection Warranty: Witness Inspection requires all incoming inspection parts must be clean and dry. Witness Inspection’s liability for product lots found to include specified defects will extend only to re-sorting the suspected lot or crediting the customer for the invoices Witness Inspection has issued for the suspected lot.
- Finishing Warranty: Witness Inspection’s liability for product lots found to include specified defects will extend only to refinishing the suspected lot or crediting the customer for the invoices Witness Inspection has issued for the suspected lot
- Quality Management System: Witness Inspection will maintain ISO 9001 certification and supply the customer with evidence of certificate upon their request. Customer specific requirements of the supplier exceeding Witness Inspections quality management system and requirements of ISO 9001 are non-binding. Extent and acceptability of customer requested audits or checks of Witness Inspection’s records, QMS, facilities and processes shall be decided at Witness Inspection’s sole discretion.
- Indemnification of Seller (Patents): Customer shall assure, defend, and hold Witness Inspection and its directors, employees, and agents harmless from all liabilities, expenses, and claims including but not restricted to lawyer fees, arising from any claim of infringement of a patent, trademark, copyright, or other proprietary right, trade name, or claim of unfair trade or of unfair competition in relation to the services that are sold to the customer, except to the degree that any liability, expense, or claim arises only from specifications developed by Witness Inspection.
- Insurance: Witness Inspection will have no responsibility to maintain insurance more than the customer’s usual business needs as decided by Witness Inspection in its discretion. Customer shall insure (a) Customer’s tool and equipment, against damage or loss, and (b) the product during delivery and always when not under control of Witness Inspection.
- Confidentiality of Witness Inspection’s Information: All information disclosed by Witness Inspection to the customer is confidential. The customer agrees not to disclose or use any of that information without the prior written consent from Witness Inspection. Witness Inspection holds all trademark, patent, and copyright rights to all intellectual property provided to the customer. The customer does not have right to audit or else review any of Witness Inspection’s internal information, methods, or processes except as required by law.
Supplier herby acknowledges and agrees that they may receive certain non-public confidential information and may also receive trade secure information from the buyer included the specifications of the product. Witness Inspection agrees that the proprietary information is secure and valuable to the customer. Witness Inspection agrees not to use this information or disclose to any third parties.