REPRESENTATIONS Switzer and Purchaser represent to each other that they have both the legal capacity and proper authorization to enter into this Agreement.
VALIDITY Quotation is valid for thirty (30) days from date of issuance. Quoted lead-time is from order acceptance to scheduled ship date.
COMPLIANCE TO PURCHASER-PROVIDED SPECIFICATION Switzer’s quotation is compliant with Purchaser specifications unless exceptions are called out therein. Where exceptions are called out, they take precedence over Purchaser specifications. Parts are quoted as a single release unless otherwise specified.
LEAD-TIME Switzer makes every effort to provide the best possible lead time when furnishing a quotation. However, quoted lead time is subject to change based on material availability and capacity constraints at receipt of order.
UNDER/OVER SHIPMENT Invoices will be based on ship quantity which may be ±10% of order quantity.
PAYMENT TERMS Payment terms are NET 30 unless otherwise specified and agreed to in writing by both Switzer and Purchaser.
LATE PAYMENT PENALTY Should Purchaser fail to pay an undisputed invoice within the mutually-agreed-to payment terms, Switzer shall have the right to issue a revised invoice, as needed, with a one and one half percent (1.5%) late fee added for each month past due. Exceptions to this late fee policy shall be granted at Switzer’s sole discretion.
STANDARDS OF WORK Switzer agrees that the performance of work and provision of manufactured goods, pursuant to the requirements of this contract, shall conform to professional standards. In the absence of Purchaser specifications, the following Switzer workmanship standards apply: feature tolerances are ±.005 inches; square features may have a radius which approximates the thickness of the material; parts may have a cusp which is approximately twenty percent (20%) of the material thickness; parts quoted in sheet form will have a minor burr present at the tab location(s) when broken out of the sheet; plated parts provided in sheet form will have tab edges when broken out which are not plated; tab locations for product(s) provided in sheet form will be chosen at Switzer’s discretion.
NON-PERFORMANCE Goods or services furnished by Switzer under any purchase order or proposals will conform to the requirements of same and this Agreement, and if they do not conform, or are not performed or are delayed, the exclusive remedy granted to Purchaser shall be limited to the following: Switzer will, at its option, either (a) re-perform or re-provide goods/services in conformity with such purchase order or proposals and this Agreement, or (b) refund purchase price of non-performing or nonconforming goods/services to Purchaser.
RETURNS Purchaser agrees to contact Switzer within thirty (30) days if goods or services are believed to be non-conforming. Purchaser agrees to document the condition of the parts to be returned by taking no less than three representative photographs of the observed condition(s). If RMA # is issued, Purchaser will have fourteen (14) days to return affected parts and shall use original packaging whenever possible. If the original packaging is not available, Purchaser will take due care to assure no damage will be incurred in transit. Purchaser will ship the product(s) prepaid and use a traceable carrier that can provide a proof of delivery.
Similarly, Switzer shall have no obligation or liability of any kind with respect to any non-performing or non-conforming goods/services due to Purchaser’s (a) improper handling, packaging, and/or shipping, or (b) alteration to the products in any way without Switzer’s prior written consent.
PROPERTY LIABILITY Switzer shall not be liable for loss or destruction of, or damage to, property owned or furnished by the Purchaser in connection with this contract unless such loss, destruction or damage results from willful misconduct on the part of Switzer. Material provided by purchaser must be of suitable quality and include material certifications. The Purchaser is responsible for obtaining material quality requirements from Switzer and assuring compliance.
CONFIDENTIAL INFORMATION The Purchaser agrees to keep confidential, and prevent disclosure to any person or persons, all information obtained by the Purchaser pertaining to Switzer’s business, through an exercise of care equivalent to the degree of care the Purchaser uses to preserve and protect its own proprietary information. The Purchaser shall take all reasonable precautions to (a) disclose such information only to those of its employees who have a need to know to fulfill Purchaser’s obligations under the Agreement with Switzer and who have agreed to keep such information confidential; and (b) prevent any such information from being divulged to third parties not employed by purchaser. Switzer similarly agrees to preserve as confidential all information obtained by Switzer from the Purchaser pertaining to the Purchaser’s business. The obligation of confidentiality, on the part of both parties, shall survive termination of this Agreement and shall continue indefinitely.
USE OF SWITZER’S NAME OR LOGO In connection with this contract or any relationships arising out of, by or through this contract or any report, study, or document produced in connection therewith, the Purchaser shall not, without the prior written consent of Switzer, use the name of Switzer, its parent, affiliates, agents or assignees, or any member of the staff of any of the foregoing or any logo, symbol or insignia of Switzer, or any of the foregoing, in any form of document, publicity, advertising, or disseminated material.
USE OF PURCHASER’S NAME AND LOGO Unless expressly forbidden in writing, Purchaser agrees Switzer may publish Purchaser’s name and logo in connection with marketing initiatives including its website and any successor website that Switzer may operate from time to time, and in such manner as Switzer may determine at its sole discretion. With respect to testimonials furnished verbally or in writing, Purchaser further agrees Switzer may edit the testimonial and publish edited or partial versions of the testimonial. However, Switzer will never edit a testimonial in such a way as to create a misleading impression of Purchaser’s views.
CHANGES No modification of the terms and conditions of this contract shall be binding without written approval of both parties hereto.
DELAYS Switzer shall not be liable for any delay in the performance of this contract which results without fault or negligence on the part of Switzer and which is due to circumstances beyond its control.
ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other; provided, however, that either Party may, without consent, assign this Agreement as a result of a merger or a sale of all or substantially all of the assets or stock of that Party or to a parent, subsidiary or affiliate as part of any internal reorganization.
WAIVER Failure to exercise any right under this contract in one or more instances shall not be deemed a waiver of such rights in any other instance.
GOVERNING LAW This contract shall be construed and interpreted, and the rights of the parties shall be determined, in accordance with the laws of the State of New York. Any judicial proceeding instituted regarding this contract shall be commenced only in the state or federal courts of the State of New York.
SUITABILITY Switzer does not make any guarantee or representation with regard to Purchaser’s use of Switzer’s manufactured goods or services. Purchaser hereby releases Switzer from any responsibility or liability of any kind or nature regarding Purchasers activity in relationship to Switzer.
CHANGES IN SCOPE OF WORK The Purchaser may make changes in the work within the general scope of this contract — consisting of additions, deletions or other revisions – with Switzer’s written approval. Any Purchaser requests for changes in the scope of work will be handled by Switzer on a case-by-case basis, taking into account reasonable expenditures and savings, unless otherwise noted within the contract documents. It is understood and acknowledged such changes may impact the delivery and pricing contained herein.
INDEMNIFICATION The Purchaser agrees to indemnify, defend and hold harmless Switzer, its parent, affiliates, members, agents, assignees and employees, from and against all claims, damages, losses, liabilities, obligations, settlements, compromise amounts, or expenses, whether direct indirect or consequential – including, but not limited to, all fees, and charges of engineering, architects, attorneys, or other professionals, and all court and arbitration costs incurred by Switzer in connection with the performance of the contract.
LIMITATION OF LIABILITY Notwithstanding any obligation or commitment of any kind or nature in this contract regarding Switzer’s liability under this agreement for any breach of any obligation of any kind or nature whatsoever, including, but not limited to, negligence and/or for non-disclosure, and/or indemnification, Switzer’s liability is limited to the proceeds of the insurance coverage maintained by Switzer. In no event shall Switzer be required to pay any damages and/or compensation of any kind or nature for any reason whatsoever from its own personal assets, other than from the proceeds of insurance coverage maintained by Switzer.
EXECUTION COUNTERPARTS This Agreement can be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same Agreement.
RULES In the event Purchaser’s personnel or agents are on Switzer’s premises, they shall abide by the rules and regulations established by Switzer.
SEVERABILITY If any clause or provision of this Agreement be held illegal or invalid by any Court, the invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof, and this Agreement shall be construed and in force as if such illegal or invalid clause, provision or section had not been contained herein.
CONFLICT OF TERMS The terms and conditions of this Agreement shall supersede the terms and conditions of any purchase order issued by the Purchaser. Any additional or conflicting purchase order terms and conditions shall be deemed null and void and shall be of no force or effect.
CAPTIONS Captions or headings herein are for convenience only and in no way limit the scope or intent of any of the provisions or sections.