Disclaimer/Terms & Conditions

ACCEPTANCE. This Purchase Order (“Order”) constitutes an offer by Manufacturing Technology, Inc. (“Buyer”) to Seller and becomes a binding contract on the terms set forth herein when it is accepted by Seller, either by acknowledgment or by the commencement of performance hereof. Any acceptance of this Order is limited to acceptance of its express terms and conditions and any proposal for additional or different terms is hereby objected to and rejected. No revisions of this Order shall be valid unless in writing and signed by an authorized representative of Buyer; and no conditions stated by Seller in accepting or acknowledging this Order shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein, unless expressly accepted in writing by Buyer. In the event of a conflict between the terms of this Order and Seller’s acceptance or acknowledgment, the terms of this Order shall govern.

DISCOUNT TERMS. If a discount is allowed for payment within a specified time, the time for making payment so as to obtain such discount will not begin to run until the date the invoice or goods are received by Buyer, whichever is later. However, if an invoice is returned for correction, the discount period will not begin to run until Buyer receives the corrected invoice or the goods, whichever is later.

ETHICAL BEHAVIOR. Suppliers are expected to observe the highest standard of ethics, honesty, and integrity at all times.

QUALITY AND SAFETY. Suppliers are expected to have a quality management system and provide products and services that meet all requirements of the contract and to ensure all persons are aware of their contribution to such, including product safety.
Any inspection or verification activities undertaken by MTI, its customers or governmental authorities shall not be used as evidence of effective control of quality and shall not absolve the Supplier of the responsibility to provide acceptable, conforming products and services, nor shall it preclude MTI or its customer from rejecting any product or service provided by Supplier.

INSPECTION/TESTING. All materials, goods, or articles ordered will be subject to final inspection, testing, and approval at destination by Buyer. Payment for the goods delivered shall not constitute acceptance thereof.

INSPECTION REPORTS. A ballooned drawing and corresponding inspection report is required for all parts that are being made to an MTI print. This inspection report must conform to MTI procedure 208.05.0007 and include all 5 elements of that procedure.

• • Column with the identifying # referenced on the drawing.
  • Column with the actual dimension or specification requirement including the tolerance.
  • Column with the measurement results.
  • Column with the inspection method used, i.e. caliper, thread gage, cmm, etc.
  • Column with the result, i.e. OK or Not OK.

THE REPORT AND BALLOONED DRAWING MUST BE INCLUDED WITH THE SHIPMENT OF PART(S).

REJECTION. Buyer reserves the right to reject and hold, at Seller’s risk and expense and subject to Seller’s prompt advice as to disposal, all materials or goods not conforming to specifications, drawings, data, samples, models or descriptions given under the terms of this Order (“Specifications”), or at Buyer’s discretion, to return any such materials or goods freight collect. Buyer may charge Seller all storage and handling expenses, including but not limited to, those of unpacking, examining, re-packing, storage, and shipping such goods. No goods returned as defective or non-conforming shall be replaced without an order. If any goods fabricated by Seller from material furnished by Buyer are rejected by Buyer due to Seller’s fault or failure to conform to the Specifications, Seller shall at Buyer’s option; either replace such goods at Seller’s own expense or pay Buyer the replacement cost of the material used therein.

PACKAGING. All items shall be packaged by Seller in suitable containers for protection in shipment and storage, and such items and/or packages will be properly and adequately marked and labeled. Seller shall be responsible for damages to goods caused by improper boxing, crating or packing. Prices set forth in this Order include all charges for Seller’s packaging, crating, storage, and for transportation to the F.O.B. point.

SHIPPING & DELIVERY. All shipments made by Seller to Buyer shall be F.O.B. Buyer’s facility or other place of destination as may be set forth in the Order and all risk of loss or damage shall remain with Seller until such goods are delivered to the required F.O.B. point. All goods must be shipped at the most advantageous rates unless otherwise authorized by Buyer in writing. If Seller must ship by a more expensive way than specified in this Order in order to comply with Buyer’s required delivery date, any increased transportation costs resulting there from shall be paid by the Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer. Seller acknowledges that time is of the essence of this Order and that on time delivery of the items or services ordered by Buyer is critical to Buyer’s operations. If delivery of items or rendering of services is not completed by the time promised, Buyer reserves the right, without liability and in addition to its other rights and remedies, to terminate this Order by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred. Buyer also reserves the right, at its sole discretion and in addition to its other rights and remedies, to require the specific performance of Seller’s obligations pursuant to this Order. In such an event, Seller acknowledges and agrees that the price for the items or services ordered by Buyer shall be reduced by an amount equal to $30 (Thirty Dollars) for each day that the items are delivered or services are rendered after the requested delivery date. Any goods or materials that are rejected by Buyer for failure to conform to the Specifications shall not be deemed to be delivered timely unless conforming goods or materials are delivered to Buyer by the original requested delivery date.

PRICE. The prices specified in this Order are complete, and no additional charges of any type shall be added without Buyer’s prior written consent. Seller will give the Buyer the benefit of any price decline to the specified shipping date or to the actual date of shipment, whichever is later.

WARRANTY. Seller expressly warrants that all goods, materials, or services furnished by Seller pursuant to this Order shall: (a) conform to all Specifications, (b) be new and free from defects in design, material, workmanship, warning and instruction, (c) conform to any statements made on the containers or labels or advertisements for such goods or services, and all such goods will be adequately contained, packaged, marked, and labeled, and (d) satisfy all relevant governmental and industry standards. Seller further warrants that all goods and services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Buyer intends to use the goods or services, then Seller also warrants that such goods or services will be fit for such particular purpose. Inspection, tests, and acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligations under this warranty, and such warranty shall survive inspection, tests, acceptance, and use. Seller’s warranty shall run to Buyer, and Buyer’s successors, assigns, customers, and to all users of the products sold by Buyer.

REMEDIES. In addition to Buyer’s other remedies under these Terms and Conditions of Purchase, Seller agrees to promptly correct or replace defective and/or non-conforming goods or services not conforming to the foregoing warranty, without expense to Buyer, when notified of such non-conformity by Buyer, provided Buyer elects to provide Seller with the opportunity to do so. Such election, however, shall not in any manner waive, limit, or modify any other rights or remedies which Buyer, or Buyer’s successors, assigns, customers, and/or product users may have against Seller at law or equity. If Seller fails to correct or replace the defective non-conforming goods or services promptly, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the costs incurred by Buyer in doing so, as well as for all other consequential, incidental, or special damages incurred. Seller recognizes that Buyer’s production requirements may require immediate repairs or reworking of defective goods or the purchase of substitute goods without notice to Seller. In such event, Seller shall reimburse Buyer for the costs, delays and other damages that Buyer has incurred.

INDEMNIFICATION. Seller shall defend (at Seller’s expense), indemnify and hold harmless Buyer and Buyer’s successors, assigns, agents and customers from and against all damages, claims, liabilities, and expenses (including but not limited to reasonable attorney’s fees) arising out of or resulting in any way, directly or indirectly, from any defect or non-conformity in the goods or services purchased hereunder, including but not limited to defects in design, material, workmanship, or from failure of Seller to comply with safety inspection, labeling, instructional, or warning requirements imposed by law, governmental agencies, or industry standards, or from any act or omission of Seller, its agents, employees, or subcontractors. This defense, indemnification, and hold harmless obligation shall be in addition to the warranty obligations of Seller.

PATENT AND LIEN PROTECTION. To the extent that the goods or materials delivered hereunder are not manufactured pursuant to the designs originated solely by Buyer, Seller guarantees that the sale and/or use of any or all goods or articles delivered hereunder will not infringe any United States or foreign patents, trademarks, or copyrights. Seller further agrees to indemnify, defend and hold harmless Buyer against any and all claims of patent, trademark or copyright infringement or of unfair competition arising out of the sale, cataloging, marketing, packaging, or advertising of goods sold by Seller, as well as to indemnify, defend and hold harmless Buyer against all liens, security interests, and/or encumbrances whatsoever asserted against such goods or merchandise, including claims to such merchandise, asserted by others.

INTELLECTUAL PROPERTY RIGHTS

10.1      Definition. “Intellectual Property” means, collectively, all current and future concepts, trade secrets, works of authorship, copyrights, trademarks, moral rights, worldwide patents (including re-issuances, continuations, continuations-in-part, revisions, extensions, and re-examinations thereof), patent applications, inventions (whether or not patentable), discoveries, improvements, data and databases, formulas, compositions, methods, procedures, manufacturing and production processes and techniques, utility models, industrial designs, know-how, mask works, any and all improvements to any of the foregoing and all applications and registrations for any and all of the foregoing as well as all other intellectual property or other industrial property rights under the laws of the United States or any other State, country, or jurisdiction.

10.2      Seller Intellectual Property. Seller shall retain and own all right, title and interest in and to all Intellectual Property that Seller conceives or actually or constructively reduces to practice, in whole or in part and alone or with others (including with Buyer), and all Foreground Intellectual Property as defined in Section 10.3 below (collectively, “Seller Intellectual Property”).

10.3      Foreground Intellectual Property. Buyer agrees that all Intellectual Property conceived or actually or constructively reduced to practice at any time by Buyer, in whole or in part and alone or with others (including with Seller), that is an improvement or modification of any Seller Intellectual Property or which arises out of or relates to the goods and services provided by Seller hereunder and all modifications, improvements and enhancements thereto (collectively, “Foreground Intellectual Property”) shall be owned exclusively by Seller. Buyer hereby grants, conveys and assigns to Seller and agrees to grant, convey and assign to Seller all right, title and interest in and to all Foreground Intellectual Property throughout the world, including, without limitation, the right to apply for and obtain patents, trademark registrations and copyright registrations for Foreground Intellectual Property and to own, use, and disclose any trade secrets included within Foreground Intellectual Property. Buyer further agrees, upon request of Seller and at Seller’s expense, to execute all papers necessary or useful for, and to cooperate to the fullest degree with Seller, in filing applications for patents, trademarks and copyrights relating to Foreground Intellectual Property, securing, maintaining and enforcing any such patents, trademarks, copyrights and trade secrets and in recording Seller’s title thereto, throughout the world.  Buyer agrees that Foreground Intellectual Property shall be considered works made for hire to the fullest extent permissible by law.  Buyer shall promptly disclose all Foreground Intellectual Property to Seller.

10.4      Use of Foreground Intellectual Property.  All Foreground Intellectual property shall be considered confidential information of Seller.  Buyer shall maintain all Foreground Intellectual Property in strict confidence and will not disclose, or cause to be disclosed, to any other individuals, companies or businesses any Foreground Intellectual Property or use any Foreground Intellectual Property for its benefit or for the benefit of others except as expressly permitted in this Section 10.4.  Notwithstanding the foregoing, Buyer’s obligations of confidentiality do not apply to any Foreground Intellectual Property that is or becomes generally available to the public through no fault of Buyer.  Seller hereby grants Buyer a fully paid up, nonexclusive, nontransferable, limited license, without the right to sublicense, to use Foreground Intellectual Property for solely internal purposes in connection with Buyer’s business and only to the extent that Buyer can make use of Foreground Intellectual Property without violating its obligations of confidentiality under this Section 10.4.  Seller agrees that it will not use or license any Foreground Intellectual Property that is wholly conceived and reduced to practice by Buyer without the assistance of Seller and without use of or reference to Seller’s Intellectual Property for the benefit of any direct competitor of Buyer.  There shall be no other restrictions on Seller’s right to use and license Foreground Intellectual Property.

INSURANCE. In the event that Seller is required to enter premises owned, leased, occupied by or under the control of Buyer during the performance of services ordered hereunder or during delivery or installation of goods herein contemplated or during the performance of services otherwise required to be furnished by Seller, Seller agrees that Seller will defend, indemnify and hold harmless Buyer, its owners, officers, employees, agents and customers from any loss, cost, damage, expense or liability (including, but not limited to, reasonable attorney’s fees) by reason of property damage or personal injury of whatsoever nature or kind arising out of or as a result of the performance of such services and/or delivery and/or installation, whether arising out of the actions of Seller or of its employees, subcontractors or sub-subcontractors or otherwise. Seller must maintain comprehensive general liability insurance, including, but not limited to, public liability and property damage, contractual liability and products liability insurance, in reasonable amounts covering the obligations set forth in this Order, and will maintain proper workmen’s compensation insurance covering all employees engaged in the performance of such services and/or delivery and/or installation. At Buyer’s request, Seller shall supply certificates of insurance evidencing such coverage.

ASSIGNMENT/SUBCONTRACTING. Seller may not assign this Order, or subcontract any part of this Order, without the prior written consent of Buyer.

TERMINATION FOR CONVENIENCE. Buyer reserves the right to terminate this Order, or any part hereof, for its sole convenience upon written notice to Seller. Upon receipt of such notice, Seller shall, unless otherwise specified in such notice, immediately stop all work hereunder and give immediate (within twenty-four hours) written notice to and cause all of its suppliers or subcontractors to cease all related work. Seller shall be paid the price specified herein for goods completed, shipped and acceptable to Buyer, or for services provided and acceptable to Buyer, prior to Seller’s receipt of such notice, plus reasonable direct costs actually resulting from such termination. Seller shall not be paid for any work done after receipt of such notice or for any costs incurred by Seller’s suppliers or subcontractors after their receipt of the termination notice or for work which Seller could reasonably have avoided. Seller shall not unreasonably anticipate the requirements of this Order. Within the time limit established by Buyer at the time of such notification, Seller will submit all its claims resulting from such termination. Buyer will have the right to check such claims, from time to time, by inspecting and auditing the records, facilities, work or materials of Seller relating to this Order.

TERMINATION FOR CAUSE. Buyer also may terminate this Order or any part hereof for cause in the event of any default by the Seller or if the Seller fails to comply with any of the terms and conditions of this Order. Late deliveries, deliveries of products that are defective or which do not conform to this Order and failure to provide Buyer, upon request, with adequate assurances of future performance shall also be among the causes which allow Buyer to terminate this Order for cause. In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default that gave rise to the termination. If it should be determined that Buyer has improperly terminated this contract for cause, such termination shall be deemed a termination for convenience. Buyer’s right to terminate shall be in addition to any other rights or remedies which Buyer may have in law or equity.

CANCELLATION FOR INSOLVENCY. In the event of the institution of any proceedings against Seller, voluntary or involuntary, in bankruptcy or insolvency, or under any provisions of the United States Bankruptcy Code, or for the appointment of a receiver or trustee or an assignee for the benefit of creditors of Seller, Buyer shall be entitled to cancel this contract forthwith, without liability or loss of anticipated profits.

CONFIDENTIALITY. Seller shall consider all Specifications, data in machine readable form, descriptions of goods or services, prices and all other documents prepared by Seller or Buyer for or in connection with this Order to be confidential and the property of Buyer and shall hold and use the same for the sole benefit of Buyer. No information concerning this Order shall be disclosed by Seller to, or used for the benefit of, any other party. No product first manufactured by Seller for Buyer pursuant to the Order shall be sold by Seller to any other party without written permission in advance from Buyer. The provisions of this paragraph shall survive the termination of this Order. In the event of any inconsistency between the provisions of this paragraph and the provisions of any confidentiality agreement between Buyer and Seller, the more restrictive provisions shall control.

TOOLS AND MATERIALS. Title to and the right of immediate possession of all tooling, designs, patterns, drawings and materials (“Tooling”) furnished by Buyer to Seller for use hereunder shall be and remain in Buyer, in all stages of construction. All Tooling in Seller’s custody or possession shall be at Seller’s risk from loss or damage from all hazards. When the cost of dies and tools or negatives and plates involved in the manufacture or production of parts or products covered by this Order are included in the price per unit, then such dies and tools or negatives and plates become the property of the Buyer upon completion of Orders. Any dies and tools or negatives and plates otherwise paid for by the Buyer shall forthwith become Buyer’s property.

COUNTERFEIT PARTS. Supplier must be aware of origin of parts supplied to MTI and prevent the use of counterfeit parts.

PAYMENT/SETOFF. Payment for the materials, goods, articles, or services ordered hereunder (collectively “items”) shall not constitute an acceptance thereof, but all items shall be received subject to Buyer’s inspection and rejection. Payment shall be made as stated in this Order, less customary cash discount, unless otherwise specifically arranged for and stated on this Order; or in the event that any item has not been received, the Buyer reserves the right to withhold payment until such item has been received and checked and does not waive the right to deduct the cash discount. Buyer’s count will be accepted as final on all shipments not accompanied by packing lists. Payment of this Order will be subject to deduction of any valid claim against Seller arising from this or any other transaction. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by the Buyer by reason of any counterclaim arising out of this or any other transaction with Seller. Such setoff shall be in addition to any other rights or remedies available to Buyer at law or equity.

FORCE MAJEURE. Buyer may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the Buyer and shall deliver them when the cause affecting the delay has been removed. Buyer shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this Agreement at Buyer’s request. Seller shall also be excused if delivery is delayed by the occurrence of unforeseen and unforeseeable events that are beyond Seller’s control, provided Seller notifies Buyer of such events as soon as they occur, and gives Buyer its best estimate of revised delivery dates. However, Buyer reserves the right to reject Seller’s revised delivery dates and to cancel this Order without any liability. If Seller’s production is only partially restricted or delayed, it shall use its best efforts to accommodate the requirements of Buyer, including giving this Order preference and priority over those of other customers that were placed after this Order.

CHANGES. Buyer shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery, and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for performance, an equitable adjustment shall be made and this Order shall be modified in writing accordingly. Seller agrees to accept such changes subject to this paragraph.

WAIVER. No waiver of a breach of any provision of this order shall constitute a waiver of any other breach or waiver of such provision. Buyer’s delay or failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Buyer’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

ENTIRE AGREEMENT/SEVERABILITY. In accepting this Order or making any deliveries hereunder, Seller agrees to all of the items and conditions stated on this Order. This Order and any written documents that may be attached hereto and/or incorpo­rated by specific reference constitute the entire agreement between the parties and supersede all previous communicates between them, either oral or written. No stipulations, representations or agreements by Buyer or any of its owners, officers, agents or employees shall be binding upon the Buyer unless reduced to writing, and attached to and incorporated in this Order by reference as above provided, and no local, general or trade custom shall alter or vary the terms hereof. If any provision hereof is determined invalid under applicable law, such invalidity shall be limited to such provision without invali­dating the remainder of this Order or other terms or conditions thereof.

LIMITATION ON BUYER’S LIABILITY. Any legal action against Buyer based on Buyer’s alleged breach of its obligations hereunder must be commenced within one (1) year after the cause of action has accrued. In no event shall Buyer be liable for anticipated profits or for any special, incidental or consequential damages relating to such breach. Buyer’s liability for any such breach shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim, less material, labor and production cost savings of Seller. Buyer shall not be liable for penalties of any description.

CHOICE OF LAW AND FORUM. Any questions, disputes or litigation arising either directly or indirectly from this Order, including but not limited to disputes concerning the validity, interpretation, enforcement or effect of this Order or interpretation concerning the rights and obligations of the parties hereunder, shall be governed (whether in law or in equity) by the laws of the State of Indiana, without regard to principles of conflicts of law, and the federal courts in the Northern District of Indiana or the state courts in St. Joseph County, Indiana shall be the exclusive jurisdiction within which to resolve all such questions, disputes, controversies, or litigation.

ADDITIONAL TERMS AND CONDITIONS FOR AS9100 SUPPLIERS

As a supplier (“You” or “Supplier”) to Manufacturing Technology, Inc. (“MTI”), you agree to comply with the additional terms and conditions listed below with respect to any product or services provided to MTI if any such product or services relates to any aerospace application, project or machine or any request for quote, purchase order or similar document issued by MTI contains any reference to the AS9100 standards. The terms and conditions listed below are in addition to and are deemed to be an integral part of MTI’s standard terms and conditions of purchase.

ETHICAL BEHAVIOR. Suppliers are expected to observe the highest standard of ethics, honesty, and integrity at all times.

PROCESS, PRODUCT OR LOCATION CHANGES. Any changes in your manufacturing process, product, changes of suppliers, or site of manufacture shall require advance notification to and prior written approval of MTI.

SUB-TIER SUPPLIERS; FLOW-DOWN REQUIREMENTS. Suppliers may not outsource or subcontract any product, component, service or other work for or on behalf of MTI to any sub-tier supplier without the prior written approval of MTI. Supplier acknowledges and agrees that MTI’s customers may require the use of pre-approved sources for plating, coating, heat treatment, welding and similar services. If MTI approves the use of any sub-tier supplier, supplier must flow down to such sub-tier supplier any applicable customer, regulatory and/or AS9100 requirements, including, but not limited to, requirement in any purchase order or other purchase document issued by MTI. All service work (plating, coating, heat treatment, welding and other services) performed by a sub-tier supplier must strictly comply with all customer specifications.

CERTIFICATE OF CONFORMANCE.Supplier must provide a Certificate of Conformance for all orders and lots, verifying that all products and lots meet applicable customer and order specification and requirements. All products and lots must be clearly identified and labeled and must be traceable to and linked to the Certificate of Conformance. Supplier’s records with respect to each order must be retained for at least 10 years.

NONCONFORMING PRODUCTS AND MATERIALS. If at any time Supplier becomes aware that any shipped product or material is nonconforming, Supplier will immediately notify MTI by telephone and promptly confirm in writing. All nonconforming products and materials must be documented and investigated. Supplier’s investigation shall include root cause analysis, impact/assessment of scope and identification and timely implementation of effective corrective actions. All investigations will be documented and records maintained. Supplier shall obtain MTI’s prior written approval with respect to the disposition of any nonconforming products or materials.

COUNTERFEIT PARTS. Supplier must be aware of origin of parts supplied to MTI and prevent the use of counterfeit parts.

RIGHT OF ACCESS. MTI, its customers, governmental authorities and their respective representatives intend to perform verification activities at Supplier’s premises when warranted and to assure product and services conform to specified requirements. Supplier shall provide MTI, its customers, government authorities and their respective representatives with access to all of Supplier’s facilities and records relating to the performance and processing of MTI’s orders.

QUALITY AND SAFETY. Suppliers are expected to have a quality management system and provide products and services that meet all requirements of the contract and to ensure all persons are aware of their contributions to such, including product safety.  Any inspection or verification activities undertaken by MTI, its customers or governmental authorities shall not be used as evidence of effective control of quality and shall not absolve the Supplier of the responsibility to provide acceptable, conforming products and services, nor shall it preclude MTI or its customer from rejecting any product or service provided by Supplier.

Doc # 207.02.0001 Rev. 7-7-2021