NOLATO CONTOUR TERMS AND CONDITIONS OF SALE
1. AGREEMENT.
3. PAYMENT.
This document is an offer by Nolato Contour to sell the
products and/or services described herein. Nolato Contour
objects to any terms or conditions which are in addition to
or different from these terms and conditions. By accepting
this offer, Manufacturer agrees to and accepts all of these
terms and conditions; any additional or different terms
or conditions contained in any document sent by Manufacturer to Nolato Contour, to the extent they are not
beneficial to Nolato Contour, shall be of no effect. Acceptance hereof shall occur when Manufacturer (i) in writing
or otherwise orders any of the products, or authorizes
Nolato Contour to perform any of the work, shown on
the face hereof, or (ii) receives any product from Nolato
Contour, whichever occurs first. Except for modifications
which are agreed to in writing and beneficial to Nolato
Contour, this document constitutes the entire Agreement
between Nolato Contour and Manufacturer. It shall be
governed by and be construed according to its terms and
the internal laws of the State of Wisconsin. Any provision
hereof prohibited or unenforceable under applicable laws
shall be ineffective only to such extent and without invalidating the remaining provisions of this document. No
order may be cancelled or altered by Manufacturer except
upon Nolato Contour’s prior written consent.
All prices are subject to change without notice. As a result
of common, raw material price increases from Nolato
Contour’s vendors, the price of products on order, but
unshipped may be adjusted to the price in effect at the
time of the part’s shipment. Quantity prices shall be based
on the released amount of each part for each scheduled
shipment. Invoices are due and payable within 30 days
of date of invoice (“due date”). Any amount not paid
by due date shall be subject to a finance charge of 1.5%
per month until paid. Manufacturer agrees to pay all of
Nolato Contour’s reasonable attorney fees, collection fees
and cost arising out of any breach by Manufacturer of this
Agreement.
2. DELIVERY, CLAIMS AND DELAYS.
All products are sold F.O.B. from shipping point and
Manufacturer shall bear all risk of loss or damage in
transit. Nolato Contour may deliver products in installments with each installment to be separately invoiced and
paid for when due. Delay in delivery of any installment
shall not relieve Manufacturer of its obligation to accept
and pay for any other delivery. Any delivery not in dispute
shall be paid for regardless of any controversies relating
to other products. Claims for shortages or other errors in
delivery must be made in writing to Nolato Contour within thirty (30) days from date of invoice. Failure to give
such notice shall constitute Manufacturer’s unqualified
acceptance of delivery and waiver of any such claims. All
products furnished by Nolato Contour shall be subject to
commercial variations. A variation of 10% or less in the
quantity ordered will result in a corresponding percentage
price increase or decrease. Nolato Contour shall not be
liable for any damage resulting from, without limitation,
an act of God, act of the Manufacturer, embargo or other
government act, regulation or request, fire, accident, strike,
slowdown, war, riot, delay in transportation, or an inability to obtain necessary labor, materials, or manufacturing
facilities.
4. TOOLING: SECURITY INTEREST.
Tooling prices quoted on the face hereof include molded
samples for dimensional approval only. Production samples and pilot runs are subject to separate quotation and
negotiation. If, without Nolato Contour’s prior written
consent, Manufacturer removes from Nolato Contour’s
possession any tools constructed by Nolato Contour for
use in the manufacture of any products specified on the
face hereof, then Manufacturer shall pay Nolato Contour
at the time of removal an additional tooling fee equal to
30% of all tooling prices quoted on the face hereof. To
secure Manufacturer’s obligations to Nolato Contour,
Manufacturer hereby grants Nolato Contour a security interest in all tools, dies and other equipment constructed by
Nolato Contour for Manufacturer or furnished to Nolato
Contour by Manufacturer (collectively the “equipment”)
which is or may hereafter be in Nolato Contour’s possession. If Manufacturer owes Nolato Contour any money or
Nolato Contour is performing services or manufacturing
products for Manufacturer and Nolato Contour has not
been paid in full therefore (whether or not payment is then
due and owing), Nolato Contour may lawfully retain possession of the equipment and possession shall constitute
perfection of this security interest. Nolato Contour shall
have all the rights and remedies provided by law, including
those of a secured creditor under Chapter 409 Wis. Stats.
5. TAXES AND OTHER CHARGES.
Any tax, fee or charge of any nature whatsoever imposed
by any governmental authority shall be paid by Manufacturer in addition to the prices quoted or invoiced.
6. SPECIAL FIXTURES.
All special inspection jigs and fixtures shall be furnished
by Manufacturer.
NOLATO CONTOUR TERMS AND CONDITIONS OF SALE (page 2)
7. LIMITED WARRANTY.
9. INDEMNITY.
Nolato Contour warrants that products actually manufactured by Nolato Contour for Manufacturer shall be built
in a workmanlike manner of sound material. Any such
product which proves defective in material or workmanship within 30 days after shipment shall be repaired or
replaced at Nolato Contour’s option, but Nolato Contour’s liability shall not exceed the price paid to Nolato
Contour by Manufacturer for the product. This remedy
shall be Manufacturer’s exclusive remedy for breach of
Nolato Contour’s warranty. Manufacturer shall give Nolato Contour written notice of any alleged defect within
10 days after discovery by Manufacturer. Upon request,
Manufacturer shall return the allegedly defective item.
F.O.B., transportation charges prepaid.
THE FOREGOING WARRANTY AND REMEDY
ARE EXCLUSIVE AND IN LIEU OF ALL CONTRACT
OR TORT LIABILITY AND ALL OTHER WARRANTIES OR RIGHTS OF REJECTION, EXPRESS OR
IMPLIED BY LAW, EQUITY, CONTRACT, CUSTOM,
USAGE OR COURSE OF DEALING, INCLUDING,
BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NOLATO CONTOUR SHALL NOT
BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL OR
CONTINGENT DAMAGES WHATSOEVER.
Manufacturer shall, at no expense to Nolato Contour,
indemnify, defend and hold Nolato Contour harmless
against any and all losses, damages and expenses (including punitive damages, multiple damages, attorney
fees and other costs of defending any action) that Nolato
Contour may incur as a result of any claim made against
Nolato Contour by any person including, without limitation, Manufacturer, its successors, assigns and customers,
actually or allegedly arising in any way out of any of
the products or services furnished hereunder by Nolato
Contour or out of any products manufactured or sold
by Manufacturer, except any claim which in whole or in
part actually or allegedly arises out of Nolato Contour’s
defect in any product or service sold by Nolato Contour
to Manufacturer.
10. TECHNICAL INFORMATION.
Any sketches, models or samples submitted by Nolato
Contour shall remain the confidential property of the
“part design originator” to the extent of any changes in
design or process made by Nolato Contour, such changes
shall remain the confidential property of Nolato Contour.
Manufacturer shall not use or disclose, or permit any other person to use or disclose, any such sketches, models or
samples of any design or production techniques revealed
thereby or inferable therefrom, for which they were not
the originator.
8. PATENTS, COPYRIGHTS: APPROVAL.
Nolato Contour neither warrants nor represents that any
products or services furnished hereunder may be patentable or copyrightable. Manufacturer shall review and approve all plans, drawings, sketches, renderings, diagrams,
specifications, models and prototypes prepared for Manufacturer by Nolato Contour or furnished by Manufacturer
to Nolato Contour (collectively “design work”). Such
approval shall constitute Manufacturer’s warranty and
representation to Nolato Contour that no design work or
product produced by Nolato Contour for Manufacturer
infringes upon any patent, copyright or trade secret.
11. NO WAIVER.
No provision hereof and no breach of any provision
hereof shall be deemed waived by any previous waiver
of such provision or of any breach thereof, by any previous custom, practice or course of dealing or by Nolato
Contour’s failure to object to provisions contained in any
communication or order from Manufacturer.
Revised September 2010