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Terms and Conditions

Seller Terms and Conditions

  1. ACCEPTANCE The proposal embodied by this document and any writings incorporated by reference (collectively, the “Agreement”) may be accepted by any definite and reasonable expression of acceptance. Acceptance is limited to the terms and conditions of the Agreement; no additional or different terms or conditions contained in any acceptance shall become part of the contract formed as a result of such acceptance. This Agreement may not be modified except by written agreement signed by a duly authorized representative of the Seller (“Seller”). Any provisions of the Buyer’s (“Buyer”) purchase order or other document, which is inconsistent with the foregoing, shall be of no force and effect. All sales are subject to the approval of Seller’s credit department. Buyer agrees to complete a credit application upon request.
  2. FORCE MAJEURE Seller shall not be liable for any failure of performance under this Agreement if such failure is occasioned by war, labor shortage, materials shortage, fire, flood, or by any act of God, or by any other cause beyond the control of the Seller. Time is not of the essence with respect to Seller’s performance hereunder.
  3. PAYMENT AND TERMS The sales price shall be as stated on the front side of this proposal. The services to be provided by the Seller are limited to those specifically delineated on the front side of this proposal. Payment is due within 30 days of receipt of the invoice, time being of the essence. Accounts past due shall be charged a late fee at a rate of 1.5% per month (or 1.0% per month if a “consumer transaction” as defined under applicable law), or the maximum amount permitted by law, from the date of the invoice. To the extent permitted by applicable law, the Buyer shall be liable to the Seller for all costs of collection, including but not limited to actual reasonable attorney fees, incurred by the Seller in connection with actions or efforts to collect any balance owed by the Buyer.
  4. ADDITIONAL CHARGES Prices are FOB Seller’s facility and are exclusive of all taxes – federal, state, or local, which shall be paid directly by the Buyer. There will be added to the quoted price any sales or other tax or duty Seller pays or is required to collect or pay upon the sale of merchandise quoted. If such an amount is not included in the invoice for the merchandise, it may be invoiced separately later.
  5. ACCEPTANCE OF WORK PRODUCT Buyer shall inspect all work completed by the Seller. Buyer shall be deemed to have irrevocably accepted the work as conforming to the contract if the Buyer has not given the Seller a written notice of rejection, describing in detail the basis for rejection, within thirty (30) days after delivery. In the event of rejection, the Seller shall have a reasonable amount of time to revise and resubmit the work to the Buyer, in which case the previous provisions shall again apply regarding acceptance by the Buyer. The Buyer shall be solely responsible for all proofing of the work, including, but not limited to, copy and content.
  6. LIMITATION OF WARRANTY The Seller shall not be liable to the Buyer or anyone claiming by, through, or under the Buyer for any error of judgment or mistake of law or for any loss, except a loss resulting from willful malfeasance, bad faith, or gross negligence on the part of the Seller. SELLER MAKES NO ADDITIONAL WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES SOLD HEREUNDER. ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND ANY IMPLIED WARRANTY THAT THE GOODS OR SERVICES ARE FIT FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
  7. LIMITATION OF LIABILITY Notwithstanding any other provision, the total liability, in the aggregate, of the Seller and the Seller’s officers, directors, employees, and agents to the Buyer for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to the goods or services provided by the Seller shall not exceed the amounts actually received by the Seller from the Buyer. Notwithstanding any other provision, the Seller and the Seller’s officers, directors, employees, and agents shall not be liable to the Buyer for any special, incidental, indirect, or consequential damages whatsoever.
  8. PROCEDURES The Seller utilizes a variety of techniques and chemicals throughout the production of its products. The Seller also utilizes machines for both plastic and metal parts. A list of the currently used chemicals is available on the Seller’s website: The Seller’s policy is to clean and polish products before the products are shipped to the Buyer; however, the Seller does not guarantee that the products are completely free from any chemicals used throughout the production of products or that there has been no cross-contamination between metal and plastic parts.
  9. INDEMNIFICATION OF DESIGN The Buyer warrants that the Buyer is the owner of or duly authorized to use any and all copy, cuts, writings, illustrations, trademarks, service marks, and trade names submitted or approved by the Buyer. The Buyer hereby indemnifies, defends, and holds the Seller harmless from any and all claims for damages sustained by the Seller, Buyer, or any third party based on the infringement of the property rights of others.
  10. EXCLUSIVE REMEDY The Buyer’s sole and exclusive remedy for breach of any warranty hereunder shall be the repair or replacement of any defective goods or services, at the Seller’s expense. The Seller shall have no liability under the foregoing warranty unless the Buyer, at its expense, has provided the Seller a clear written statement describing the alleged defect, its consequences, and, if applicable, returned the allegedly defective product to the Seller.
  11. GOVERNING LAW; JURISDICTION This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Wisconsin, exclusive of Wisconsin’s conflict of laws provisions. Any and all claims, questions, or disputes regarding the interpretation, performance, and enforceability of this Agreement, the rights and remedies of the parties hereunder, and all related actions or counterclaims shall be initiated and/or prosecuted exclusively in Outagamie County Circuit Court, Appleton, Wisconsin. The parties further agree to submit to the jurisdiction of said courts.
  12. ENTIRE AGREEMENT This Agreement is the entire agreement between the parties with respect to the transaction contemplated herein and supersedes all previous written or oral negotiations, commitments, and writings. No promises, agreements, representations, or warranties with respect to said transaction have been made by any of the parties except as set forth herein.
  13. AUTHORITY Each party warrants to the other party that it has the authority to enter into this Agreement and that all necessary corporate or other approvals have been or will be obtained. This Agreement shall bind and benefit the parties and their respective personal and legal representatives, heirs, successors, and permitted assigns.
  14. WAIVER The failure of either party to insist on strict performance of this Agreement by the other, according to the terms and understanding herein set forth, shall not be construed as a waiver of the right to insist on such performance, and no waiver by either party of any breach by the other of any provisions hereof shall be deemed a waiver of any other prior or subsequent breach.
  15. SEVERABILITY Each provision of this Agreement shall be considered severable, and if for any reason any provision or provisions of this Agreement are determined to be invalid and contrary to any existing or future law, the invalidity shall not affect or impair the operation