DEFINITIONS: The term “JAE Tech” shall refer to JAE Tech, Inc., an Ohio corporation. The term “Buyer” shall refer to the purchaser designated on the Acknowledgement of Purchase Order or other form of which these Terms and Conditions are a part or to which they are attached and shall also include the purchaser’s employees, subcontractors, independent contractors, and all of their individual and business entities performing any type of work for Buyer relating to the Products purchased by Buyer from JAE Tech. The term “Product(s)” shall refer to JAE Tech products which are to be manufactured and sold to Buyer by JAE Tech in accordance with the Purchase Order of Buyer and these Terms and Conditions of Sale. If there is any conflict between Buyer’s Purchase Order and these Terms and Conditions of Sale, these Terms and Conditions shall supersede those conflicting terms in the Purchase Order.
ACCEPTANCE: The acknowledgement of the Buyer’s Purchase Order by JAE Tech is its acceptance of Buyer’s Purchase Order, as revised in the acknowledgement and by these Terms and Conditions. Any terms additional to or different from these Terms and Conditions are expressly rejected by JAE Tech and will not be binding on JAE Tech unless otherwise agreed to in writing signed by an authorized officer of JAE Tech and by the Buyer. All quotations, purchase orders, proposals, and contracts received by JAE Tech are subject to acceptance in writing signed by an authorized officer of JAE Tech, and these Terms and Conditions shall apply to all quotations, orders, proposals and contracts for the Products manufactured by JAE Tech. Any terms proposed in Buyer’s Purchase Order that add to, vary from, or conflict with these Terms and Conditions are hereby objected to and shall not apply. If an acknowledgement has been issued by JAE Tech in response to a Purchase Order by Buyer to purchase Products of JAE Tech and if any of these Terms and Conditions are additional to or different from any of the terms of that Purchase Order, then the issuance of the acknowledgement by JAE Tech shall constitute an acceptance of the offer to purchase subject to the express condition that Buyer agrees to these additional and different Terms and Conditions and Buyer shall be deemed to have so consented unless Buyer notifies JAE Tech to the contrary in writing within 10 days of receipt of this acknowledgement.
CANCELLATION: Cancellation of orders accepted by JAE Tech can be made only with JAE Tech’s consent.
PRICES; CREDIT APPROVAL: The prices shown on this acknowledgement are subject to an adjustment to equal JAE Tech’s prices in effect at the time of shipment. Quotations by JAE Tech are subject to correction in the event of clerical errors. All surcharges for steel, energy, etc. will be passed to Buyer as market adjustments are realized. Buyer shall submit all information required by JAE Tech to obtain JAE Tech credit approval prior to shipment of Buyer’s orders.
INVOICES AND TERMS OF PAYMENT: At the time of Product shipments, JAE Tech will submit invoices in duplicate accompanied by a copy of the bill of lading if required by law and by a prepaid freight bill if all or any part of the freight is included on the face of the invoice. Buyer shall make payment in U.S. funds within 30 days after the date the invoice is sent, unless otherwise agreed in writing by JAE Tech and Buyer. A service charge of two percent (2%) per month will be added to all past due invoices.
TAXES: Buyer agrees to pay any excise, sales, gross receipts, use or occupation taxes levied upon the JAE Tech Products sold to Buyer. If JAE Tech is required to pay any such taxes, in advance, it shall include the taxes on its invoice to Buyer.
TITLE AND RISK OF LOSS: Buyer shall be responsible for freight and delivery charges. JAE Tech will deliver the Products to the carrier or conveyance source designated by the Buyer and, upon delivery, risk of loss and damage to the Products shall pass to Buyer.
INSPECTION: All Products shipped in accordance with these Terms and Conditions shall be subject to inspection by Buyer within 30 days after receipt of the shipment. If any of the Products do not meet the requirements of the Purchase Order, Buyer shall inform JAE Tech of the reasons for the rejection.
WARRANTY: JAE Tech represents and warrants the Products sold to Buyer shall be free from defects in material and workmanship. JAE Tech’s liability, whether based on breach of warranty or contract or negligence in the manufacture, shall be limited to the replacement or repair of the defective or non-conforming Product or refund of the purchase price for the Product, at JAE Tech’s option. Authorization must be obtained from JAE Tech prior to return of any product for repair, replacement or credit, and JAE Tech shall have the right prior to return to inspect any Product claimed to be defective or non-conforming. JAE TECH ASSUMES NO LIABILITY FOR RESULTS OF THE USE OF THE PRODUCT, INCLUDING IN COMBINATION WITH OTHER COMPONENTS, ASSEMBLIES OR PRODUCTS OF BUYER OR THE PRODUCT’S SUITABILITY OR UNSUITABILITY FOR PARTICULAR USE OR A PARTICULAR ENVIRONMENT. THE FOREGOING CONSTITUTES THE SOLE AND EXCLUSIVE WARRANTY OF JAE TECH AND THE SOLE AND EXCLUSIVE REMEDY OF BUYER AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO DESCRIPTION, QUALITY OR ANY OTHER MATTER. JAE TECH DOES NOT WARRANT THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCT. WITHOUT LIMITING THE FOREGOING, JAE TECH SHALL IN NO EVENT BE LIABLE FOR LOSS OF USE OR PROFIT OR FOR OTHER COLLATERAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
CONFIDENTIALITY: Buyer shall keep in strict confidence all “Proprietary Information” that is disclosed to the Buyer by JAE Tech which Buyer acquires or to which Buyer has access, whether or not the information is marked as confidential or proprietary. Proprietary Information shall mean trade secrets as defined in any state laws, data, reports, business plans, specifications, drawings, designs or information transmitted by JAE Tech to Buyer in connection with the Purchase Order and this acknowledgement and any other information that is of value to its owner and is treated as confidential.
INDEMNITY AND INSURANCE: Buyer shall save, defend and hold JAE Tech, and its directors, officers, employees and agents, harmless from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable attorneys’ fees and expenses, asserted by a third party and resulting directly or indirectly from (i) any defect in workmanship or materials of the product manufactured, distributed or sold by Buyer in which the JAE Tech Product is a component or is a part thereof, or (ii) any intellectual property infringement claim based on the manufacture, use, sale or distribution of a Buyer’s product in which the JAE Tech Product is a component or is a part thereof.
TERMINATION: As with a cancellation of an order, Buyer may terminate its Purchase Order, in whole or in part, only upon written consent by JAE Tech. If JAE Tech consents to a cancellation or a termination, JAE Tech shall invoice Buyer for all costs incurred by JAE Tech pertaining to the Purchase Order that JAE Tech reasonably demonstrates were incurred in the manufacture of Product to fill the Purchase Order prior to the date of termination.
LIMITATION OF JAE TECH LIABILITY: JAE TECH WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS. ANY ACTION RESULTING FROM ANY BREACH ON THE PART OF JAE TECH OF THE PURCHASE ORDER MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS OCCURRED.
FORCE MAJEURE: JAE Tech shall have the right to suspend any shipments without penalty or liability in the event of a war, riot, flood, acts of God, fire, court order, strike, work stoppage, act of governmental authority or other causes beyond JAE Tech’s control.
APPLICABLE LAW; JURISDICTION: Any dispute which arises between Buyer and JAE Tech concerning the Purchase Order or these Terms and Conditions or any other aspect of their relationship shall be interpreted and construed in accordance with the laws of the State of Ohio without regard to conflict of laws provisions applying the laws of other jurisdictions. In addition, both Buyer and JAE Tech hereby irrevocably consent to the exercise of personal jurisdiction by the United States District Court for the Northern District of Ohio, and the Common Pleas Court of Wayne County, Ohio, and agree that any lawsuit arising from, or any matter connected to, any dispute between the parties or the interpretation or enforcement of the Purchase Order or these Terms and Conditions shall only be prosecuted in one of those Courts. Attorneys’ fees and costs incurred by JAE Tech in connection with any legal action or proceeding with respect to the collection of any amounts due on invoices which are in arrears shall be the responsibility of Buyer.
MATERIAL SUPPLIED BY BUYER: When material or equipment is supplied by Buyer in connection with the performance of labor or services by JAE Tech on that material or equipment, whether or not the materials or equipment are listed as a part of the Purchase Order, the following additional and supplementary terms and conditions shall apply and shall supersede any foregoing terms which are in conflict with the supplementary terms. JAE Tech shall not be liable for any loss of or damage to the material or equipment resulting from processing by JAE Tech or from any other cause. Defective parts and materials will be returned to Buyer at Buyer’s expense when discovered by JAE Tech. If Buyer furnishes equipment which increases the cost of production of the Product, JAE Tech shall charge extra in accordance with its standard charge procedures for the type of equipment supplied. Any transportation charges on tooling equipment supplied by Buyer shall be paid by Buyer. Repairs and changes to tooling, including the cost of replacing tooling, shall always be at the expense of Buyer. JAE Tech shall have no liability for loss or damage to Buyer’s tooling and other equipment supplied to JAE Tech and placed in JAE Tech’s custody except for gross negligence or willful misconduct by JAE Tech or its employees. Responsibility for insuring all tooling, product or equipment provided by Buyer to JAE Tech shall be at the cost of Buyer. Any tooling which has not been used for a period of one year from delivery to JAE Tech shall be either returned to Buyer by JAE Tech at Buyer’s expense or disposed of by JAE Tech, as JAE Tech so elects.
PRODUCT MATERIALS SUPPLIED BY OTHERS AND SERVICES PERFORMED BY OTHERS. JAE Tech shall have no responsibility or liability for materials supplied to or purchased by JAE Tech for Buyer’s Products or for services provided by others for components of Buyer’s Products completed by JAE Tech, such as heat treating or carburizing. Please note JAE Tech’s CLAIM POLICY: JAE TECH WILL ASSUME RESPONSIBILITY FOR MACHINING RELATED CLAIMS WHEN MACHINING IS PERFORMED BY JAE TECH OR AN AFFILIATE. STEEL RELATED CLAIMS SUCH AS SEAMS, NON-METALLIC INCLUSIONS, ROLLING LAPS, CHEMISTRY MIXES, EXCESSIVE COLD WORKING DURING STRAIGHTENING AND SIMILAR DEFECTS AND PROBLEMS ARE THE RESPONSIBILITY OF THE STEEL SUPPLIER AND NOT JAE TECH. SIMILARLY, CLAIMS FOR DEFECTIVE HEAT TREATING, CARBURIZING OR SIMILAR WORK ARE THE RESPONSIBILITY OF THE HEAT TREATER OR THE COMPANY THAT PERFORMS THE SERVICE AND ARE NOT THE RESPONSIBILITY OF JAE TECH. Please see detailed Material Purchasing Specifications of JAE Tech and its affiliates available on JAE Tech’s website, as well as the modern heat treating statements of limited liability adopted by the Metal Treating Institute Inc. for more specific information on defects in steel and services provided by others.