Terms of service

TERMS & CONDITIONS

QUOTATION/ACKNOWLEDGEMENT TERMS AND CONDITIONS FOR ADVANCE ENGINEERING'S BUYERS/CUSTOMERS
Feburary 1, 2025

1. Acceptance of Terms
Buyer agrees to purchase goods or services from Advance Engineering ("Seller") under the following terms. Acceptance of Seller's quotation or acknowledgement is expressly limited to these terms. Any additional or differing terms presented by Buyer are hereby objected to and rejected. Credit terms are subject to Seller’s approval; if not approved, payment shall be C.O.D.

2. Title and Risk of Loss
Title and risk of loss transfer to Buyer upon delivery at the F.O.B. point. For F.O.B. plant sales, unless otherwise directed in writing, Seller will ship goods to Buyer’s provided address, freight prepaid and insured at Buyer’s risk and expense.

3. Security Interest
Seller retains a purchase money security interest under the Uniform Commercial Code (UCC) as enacted in the State of Michigan until full payment is received. In the event of Buyer’s default, Seller shall have all rights of a secured creditor under the UCC. Buyer agrees to execute all necessary documents to perfect Seller’s security interest.

4. Warranty & Disclaimer
Seller warrants that goods will be free from material defects and conform to the dimensional specifications in the agreement. No other descriptions shall be deemed warranties. Samples, if exhibited, are for reference only and not a warranty.

THE WARRANTIES PROVIDED HEREIN REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM DEFECTS, DELAYS, OR NONDELIVERY.

Buyer must notify Seller of any defects within six (6) months of delivery. If goods fail to meet warranty standards, Seller may, at its discretion, repair or replace them. Goods must be returned freight prepaid and insured. Seller will return repaired or replaced goods freight prepaid.

5. Limitation of Liability
Seller shall not be liable for delays or failures beyond its reasonable control, including but not limited to acts of God, war, sabotage, labor disputes, shortages, government actions, or similar causes.

THE MAXIMUM LIABILITY OF SELLER FOR DAMAGES ARISING FROM BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER CLAIMS SHALL NOT EXCEED THE PRICE OF THE GOODS. SELLER IS NOT LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.

6. Intellectual Property & Infringement
Seller shall defend claims alleging U.S. patent or copyright infringement resulting from the sale or use of its goods, provided: (a) Seller controls the defense; (b) Buyer cooperates as reasonably requested; (c) Buyer notifies Seller promptly.

If final judgment restricts Buyer’s use of goods, Seller may obtain usage rights, replace with non-infringing goods, or refund the purchase price, less reasonable use charges. Seller retains all rights to its intellectual property.

7. Confidentiality & Use of Seller’s Name
Buyer shall keep all terms, agreements, and supplied information confidential. Buyer may not use Seller’s name in any manner without prior written consent. Any violation is deemed a material breach.

8. Governing Law & Jurisdiction
This agreement is governed by the laws of the State of Michigan. Any disputes shall be resolved exclusively in Michigan courts.

9. Entire Agreement & Modifications
This agreement constitutes the entire understanding between the parties and supersedes all prior agreements. No modifications are valid unless in writing and signed by both parties.

10. Buyer’s Acceptance of Terms
If Buyer has not agreed otherwise, acceptance of delivery or payment constitutes agreement to these terms. Any terms differing from these in a purchase order or other Buyer documents shall be inapplicable.

11. Non-Waiver & Assignment
Seller’s decision to continue performance after Buyer’s default does not constitute a waiver. Rights under this agreement cannot be assigned without written consent.

12. Pricing & Raw Material Adjustments
Quotations are based on yearly contract material pricing. Adjustments may be made upon renewal of raw material contracts.

13. Buyer’s Indemnification
Buyer is responsible for goods after delivery and shall indemnify and hold Seller harmless from any claims, losses, or damages arising from Buyer’s actions or regulatory non-compliance.

14. Termination
Seller may terminate this agreement if Buyer: (a) Fails to make timely payment or breaches any provision; (b) Becomes insolvent, enters bankruptcy, or undergoes dissolution; (c) Merges with another company or is nationalized. Upon termination, Seller may reclaim unpaid goods.

15. Cumulative Rights & Remedies
Seller’s rights under this agreement are cumulative and do not exclude other legal or equitable remedies. Failure to enforce any provision does not waive enforcement rights.