Large Machine Customers

SharperTek

1.      Agreement

These General Terms and Conditions of Sale (“Terms”) apply to all quotations, proposals, sales, and related services provided by SharperTek (“Seller”) unless otherwise agreed in a writing signed by an authorized representative of Seller. Seller’s quotation, these Terms, and any expressly referenced attachments or exhibits constitute the entire agreement between Seller and Buyer (collectively, the “Agreement”).

Any purchase order or other document issued by Buyer is accepted solely for administrative convenience, and any additional, inconsistent, or conflicting terms proposed by Buyer are rejected and shall not apply unless expressly accepted in writing by Seller.

2.      Acceptance of Orders

All quotations are subject to change or withdrawal before Seller’s written acceptance of Buyer’s order. No order is binding on Seller until accepted by Seller in writing.

3.      Scope of Supply

Seller shall provide only the equipment, documentation, features, and services expressly identified in the applicable quotation or order acknowledgment (the “Equipment”). Unless specifically included in Seller’s quotation, the following are excluded from Seller’s scope: site preparation, facility modifications, rigging, utility drops and connections, drainage systems, ventilation or exhaust modifications, installation, commissioning, validation, freight, insurance, taxes, permits, and third-party services.

Buyer is responsible for site readiness, utility availability, drainage, ventilation, environmental compliance, floor loading, access, and all other conditions necessary for safe delivery, installation, start-up, and operation.

4.      Pricing

Unless otherwise stated, all prices are in U.S. dollars and are based on the scope, specifications, and delivery assumptions stated in Seller’s quotation. Prices may be adjusted for changes in scope, specifications, delivery schedule, material costs, tariffs, freight conditions, supplier pricing, or other factors beyond Seller’s reasonable control arising after quotation date.

Clerical, typographical, and administrative errors are subject to correction.

5.      Taxes

Quoted prices do not include sales, use, excise, value-added, personal property, customs, duties, or similar taxes or charges of any kind imposed by any governmental authority. Buyer shall be responsible for all such taxes and charges unless Buyer provides a valid exemption certificate acceptable to Seller.

6.      Payment Terms

Payment terms are as stated in Seller’s quotation. If no payment terms are stated, payment is due net thirty (30) days from invoice date.

Past due amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Buyer shall reimburse Seller for reasonable costs of collection, including attorneys’ fees and expenses, to the extent permitted by law.

Seller may suspend performance, withhold shipment, or require advance payment or other adequate assurance if Buyer fails to make timely payment or if Seller reasonably determines that Buyer’s financial condition impairs Buyer’s ability to perform.

7.      Delivery; Risk of Loss

Unless otherwise stated in Seller’s quotation, delivery is FOB Seller’s facility. Risk of loss and title to the Equipment transfer to Buyer upon delivery to the carrier at Seller’s shipping point, except that Seller retains a purchase money security interest in the Equipment until paid in full.

Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for delays in manufacture, shipment, or delivery caused by material shortages, supplier delays, transportation disruptions, labor shortages, governmental actions, force majeure events, Buyer-caused delays, or other causes beyond Seller’s reasonable control.

8.      Buyer Delays; Storage

Buyer shall accept delivery when the Equipment is ready for shipment. If Buyer delays shipment, installation, acceptance, or other required performance, Seller may invoice Buyer when the Equipment is ready for shipment and may store the Equipment at Buyer’s risk and expense. Storage, handling, demurrage, and related charges may be billed by Seller in accordance with the quotation or, if not specified, at Seller’s then-current rates.

9.      Installation and Start-Up

Unless expressly included in Seller’s quotation, installation, utility connection, start-up, and commissioning are the responsibility of Buyer. If Seller provides installation supervision, start-up assistance, or field service, such services are subject to the scope, rates, and conditions stated in the quotation.

Seller shall not be responsible for defects, damage, delays, or performance issues caused by improper installation, inadequate utilities, unsuitable site conditions, or work performed by Buyer or third parties.

10.  Buyer Responsibilities
Buyer shall:

a.      provide a safe and suitable installation site and all required utilities, drainage, ventilation, and structural support;

b.      comply with all applicable laws, codes, regulations, and permit requirements related to installation and operation of the Equipment;

c.      operate and maintain the Equipment in accordance with Seller’s instructions and documentation

d.      ensure that all materials, parts, chemistries, and processes used with the Equipment are compatible and lawful; and

e.      provide qualified personnel for operation, maintenance, and safety oversight.

11.  Change Orders

Any change in scope, specifications, features, compliance requirements, delivery schedule, or other Buyer-requested modification must be documented in a written change order or revised quotation issued by Seller. Such changes may result in adjustments to price, lead time, and performance assumptions.

12.  Cancellation

Orders may be canceled only with Seller’s written consent. Buyer shall be responsible for all costs, expenses, and commitments incurred by Seller through the cancellation date, including without limitation engineering, materials, work in process, finished goods, supplier cancellation charges, restocking fees, and reasonable overhead and profit. Depending on project status, cancellation charges may equal up to the full contract value.

Seller may complete and ship any Equipment already completed or near completion and invoice Buyer accordingly.

13.  Warranty
Seller warrants only that Equipment manufactured by Seller shall be free from defects in material and workmanship for a period of one (1) year from the earlier of:

a.      commissioning into production use, or

b.      thirty (30) days after delivery.

Seller’s sole obligation and Buyer’s exclusive remedy under this warranty shall be repair or replacement, at Seller’s option, of the defective Seller-manufactured component or Equipment.

This warranty applies only if the Equipment has been properly installed, operated, maintained, and used in accordance with Seller’s instructions and under normal operating conditions. This warranty does not apply to:

a.      normal wear and tear;

b.      consumables or expendable items;

c.      damage caused by misuse, abuse, neglect, accident, improper installation, improper maintenance, unauthorized modification, or operation outside recommended conditions;

d.      corrosion, erosion, scaling, or deterioration caused by process conditions, water quality, chemistry, or environment;

e.      chemical incompatibility

f.        shipping damage occurring after risk of loss transfers to Buyer; or

g.       repairs or replacements made without Seller’s prior written authorization.

h.      travel time, travel expenses, freight, shipping, crating, rigging, customs, or other costs of removal, reinstallation, or transportation, unless expressly agreed by Seller in writing.

Components, accessories, or products not manufactured by Seller are covered only by the warranties, if any, provided by their original manufacturers, to the extent assignable. Seller makes no separate warranty with respect to such third-party items.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

14.  Limitation of Liability

Seller’s total aggregate liability arising out of or relating to the Agreement, the Equipment, or any services provided by Seller, whether in contract, warranty, tort, strict liability, or otherwise, shall not exceed the amount actually paid to Seller for the specific Equipment giving rise to the claim.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF USE, LOSS OF PRODUCTION, DOWNTIME, COST OF SUBSTITUTE EQUIPMENT, COST OF CAPITAL, OR BUSINESS INTERRUPTION, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this Section apply to the fullest extent permitted by law and shall survive any failure of essential purpose of any limited remedy.

15.  Claims and Warranty Procedures

Buyer shall inspect the Equipment promptly upon receipt and notify Seller in writing of any visible shortage, nonconformity, or shipping damage. Warranty claims must be submitted in writing within the applicable warranty period and must include reasonable detail regarding the alleged defect. Seller shall be given a reasonable opportunity to inspect the Equipment and determine the appropriate remedy.

No claim or action arising out of the sale of the Equipment may be brought more than one (1) year after the cause of action accrues.

16.  Performance Estimates

Any throughput rates, cycle times, process outcomes, cleanliness levels, production estimates, or other performance data provided by Seller are estimates only based on information available at the time of quotation and assumptions regarding materials, parts, chemistries, utilities, tolerances, operating methods, and site conditions. Such estimates are not guarantees or warranties unless expressly stated in a writing signed by Seller.

17.  Chemical and Process Responsibility

Unless expressly stated otherwise in Seller’s quotation, Seller does not supply or warrant process chemistries used in the Equipment. Buyer is solely responsible for evaluating and approving all detergents, solvents, additives, parts, and processes used with the Equipment, including compatibility, safety, environmental compliance, and disposal requirements.

18.  Safety

Buyer is solely responsible for the safe installation, operation, maintenance, guarding, labeling, lockout/tagout, and use of the Equipment, including compliance with all applicable workplace health and safety laws and regulations. Buyer shall not remove or disable safety devices, warnings, or guards provided with the Equipment.

19.  Intellectual Property; Confidential Information

All drawings, schematics, layouts, manuals, quotations, specifications, software, and technical information supplied by Seller remain Seller’s confidential and proprietary information unless otherwise agreed in writing. Buyer shall not reproduce, disclose, reverse engineer, or distribute such materials except as reasonably necessary for installation, operation, and maintenance of the Equipment.

No sale of Equipment transfers any intellectual property rights of Seller except the limited right to use the Equipment for Buyer’s internal business purposes.

20.  Patent and Infringement Claims

Seller shall defend a third-party claim that Equipment manufactured solely by Seller infringes a United States patent, trademark, or copyright, provided Buyer promptly notifies Seller in writing, gives Seller sole control of the defense and settlement, and reasonably cooperates at Seller’s expense. Seller may, at its option, procure for Buyer the right to continue using the Equipment, modify the Equipment, replace it, or accept return of the affected Equipment and refund the purchase price less reasonable depreciation.

Seller shall have no obligation under this Section for claims arising from:

a.      Buyer specifications or designs;

b.      modifications not made by Seller;

c.      combinations with other equipment, products, or processes not furnished by Seller; or

d.      use of the Equipment outside its intended scope.

This Section states Seller’s sole liability and Buyer’s exclusive remedy for intellectual property infringement claims.

21.  Indemnity

To the fullest extent permitted by law, Buyer shall indemnify, defend, and hold harmless Seller and its officers, employees, and agents from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

a.      Buyer’s installation, use, operation, maintenance, or modification of the Equipment;

b.      Buyer’s violation of law or regulation;

c.      Buyer-supplied materials, designs, specifications, parts, or processes; or

d.      personal injury, property damage, or environmental claims arising after delivery, except to the extent finally determined to have been caused solely by Seller’s breach of this Agreement.

22.  Force Majeure

Seller shall not be liable or deemed in breach for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, fire, flood, severe weather, war, terrorism, pandemic, epidemic, labor disputes, transportation shortages, utility failures, governmental action, embargo, supplier failures, or material shortages. Time for performance shall be extended for a reasonable period under the circumstances.

23.  Security Interest

Until the purchase price and all other amounts due are paid in full, Buyer grants Seller a purchase money security interest in the Equipment and proceeds thereof. Buyer agrees to execute any documents reasonably requested by Seller to perfect such security interest.

24.  Assignment

Buyer may not assign its rights or delegate its obligations under the Agreement without Seller’s prior written consent. Any attempted assignment in violation of this Section is void.

25.  Severability

If any provision of the Agreement is held unenforceable, the remaining provisions shall fully remain in full force and effect permitted by law.

26.  Waiver

No waiver by Seller of any breach or default shall constitute a waiver of any other breach or default. No waiver is effective unless in writing and signed by Seller.

27.  Governing Law; Venue

The Agreement shall be governed by and construed under the laws of the State of Michigan, without regard to conflict of laws principles.

Any legal action arising out of or relating to the Agreement shall be brought exclusively in the state or federal courts located in Michigan, and the parties consent to the jurisdiction and venue of such courts.

28.  Entire Agreement

The Agreement constitutes the complete and exclusive statement of the agreement between Buyer and Seller regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written communications relating to that subject matter. No amendment or modification shall be binding unless in writing and signed by an authorized representative of Seller.