These Terms and Conditions apply to quotations, sales, and purchase orders issued by Miller Broach Inc. and Miller Production and Machining (collectively, the “Company”). Except to the extent governed by a mutually executed written agreement signed by the Company, these Terms and Conditions govern and control over any different or additional terms contained in any customer or supplier document, including any purchase order, acknowledgment, invoice, or other writing. Any deviation from these Terms and Conditions must be expressly agreed to in writing by an authorized representative of the Company.
For convenience, these Terms and Conditions are organized into two parts: (A) Terms and Conditions of Sale for customers, and (B) Purchase Order Terms and Conditions for suppliers.
A. TERMS AND CONDITIONS OF SALE (CUSTOMERS)
All quotations are offers for the period stated on the quotation and are subject to change or withdrawal prior to acceptance. The Company’s quotation is expressly limited to and conditioned upon customer’s acceptance of these Terms and Conditions of Sale. The Company objects to and rejects any different or additional terms proposed by customer, whether contained in a purchase order, acknowledgment, website terms, or otherwise. A binding contract is formed only when the Company issues a written order acknowledgment, begins performance, or ships the goods, and in each case only on these Terms and Conditions.
The Company will manufacture to the specifications expressly identified on the customer purchase order, quotation, and applicable drawings or documents accepted by the Company. The Company’s certification of applicable specifications, when provided, is limited to the matters set forth in the Company’s certified inspection and or test reports and is limited to the specifications expressly identified on the purchase order.
Customer acknowledges that manufacturing processes and downstream processing can affect final characteristics. Without limitation, broaching, machining, heat treat, coating, plating, anodizing, welding, straightening, deburring, cleaning, and other secondary operations may result in dimensional, metallurgical, surface, or cosmetic variation within agreed tolerances. Unless expressly agreed in writing, the Company is not responsible for changes caused by customer-provided material, customer-directed processing, or downstream processes performed by others.
Prices are as stated in the quotation or order acknowledgment and are based on the assumptions and scope stated therein. Prices exclude taxes, duties, tariffs, and similar government charges unless expressly stated otherwise. Payment terms are as stated on the Company’s invoice. The Company may require advance payment, deposits, or other credit support at any time based on credit risk. Late payments may accrue finance charges as permitted by law. Customer will reimburse the Company for reasonable costs of collection, including attorney fees, where permitted.
Any changes to specifications, quantities, delivery schedules, packaging, or processing requirements must be approved in writing by the Company and may result in adjusted pricing, lead time, and other terms. Customer may not cancel an order without the Company’s prior written consent. If cancellation is approved, customer is responsible for all costs incurred through the date of cancellation, including material commitments, work in process, outside processing, and reasonable administrative costs.
Delivery dates are estimates unless expressly stated as firm in a written order acknowledgment. The Company is not liable for delays caused by events beyond its reasonable control. Title and risk of loss pass upon shipment from the Company’s facility unless otherwise agreed in writing.
Customer shall inspect goods promptly upon receipt. Claims for shortages, damage, or nonconformance must be made in writing within ten (10) calendar days of receipt and must include supporting information reasonably requested by the Company. Failure to provide timely notice constitutes acceptance of the goods. No returns may be made without the Company’s written authorization and return instructions.
The Company warrants that goods will conform to the specifications expressly identified on the purchase order at the time of shipment. This warranty does not apply to nonconformance caused by customer-supplied material, customer handling, storage, misuse, improper installation, unauthorized modification, or downstream processing not performed by the Company. The Company’s obligation and customer’s exclusive remedy for breach of warranty is, at the Company’s option, repair, replacement, or refund of the purchase price of the nonconforming goods.
To the maximum extent permitted by law, the Company’s total liability arising out of or related to any quotation, sale, or goods, whether in contract, tort, or otherwise, shall not exceed the amount paid by customer for the specific goods giving rise to the claim. In no event shall the Company be liable for incidental, consequential, special, or indirect damages, including lost profits, lost production, or downtime.
The Company is not responsible for failure or delay in performance due to causes beyond its reasonable control, including acts of God, fire, flood, labor disputes, equipment failure, supplier delays, transportation disruptions, governmental actions, or material shortages. Delivery schedules shall be extended for the period of delay caused by such events.
These Terms and Conditions of Sale are governed by the laws of the State of Michigan, without regard to conflict of laws principles.
B. PURCHASE ORDER TERMS AND CONDITIONS (SUPPLIERS)
All purchase orders issued by the Company are expressly limited to and conditional upon supplier’s acceptance of these Purchase Order Terms and Conditions. The Company objects to and rejects any different or additional terms proposed by supplier, including those contained in any quotation, acknowledgment, invoice, or supplier website terms. Supplier’s acceptance, commencement of work, or shipment constitutes acceptance of these Terms and Conditions.
Supplier shall provide goods and services that conform in all respects to the specifications, drawings, quality requirements, and delivery requirements identified on the Company’s purchase order. Supplier shall not deviate from any requirement without the Company’s prior written approval. Supplier shall maintain adequate quality controls and inspection methods to ensure conformity. Where certifications, test reports, material traceability, or inspection records are required by the purchase order, supplier shall provide complete and accurate documentation with each shipment.
On-time delivery is a material requirement. Supplier shall immediately notify the Company of any actual or potential delivery delays and shall provide a recovery plan upon request. The Company may cancel, reschedule, or expedite at supplier’s expense where supplier-caused delay impacts the Company or the Company’s customers.
The Company may inspect goods upon receipt or at any time thereafter. Inspection does not relieve supplier of responsibility for conformity. The Company may reject nonconforming goods, require replacement, require sorting, or return goods at supplier’s expense. Supplier is responsible for all costs and damages resulting from nonconforming goods, including rework, replacement, sorting, scrap, premium freight, line disruption, and customer chargebacks caused by supplier nonconformance.
Supplier warrants that all goods and services are free from defects in material and workmanship, conform to the purchase order requirements, and comply with applicable laws and regulations. This warranty is in addition to any other remedies available to the Company.
Supplier shall comply with all applicable federal, state, and local laws and regulations. Where applicable to the goods or services provided, supplier shall support the Company’s reasonable requests related to conflict minerals reporting, restricted substances, and responsible sourcing requirements.
These Purchase Order Terms and Conditions are governed by the laws of the State of Michigan, without regard to conflict of laws principles.
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