Terms and Conditions

“Buyer” as used herein shall mean the purchaser of goods from Western Roller Corporation. “Seller” shall mean Western Roller Corporation. “Product” shall mean goods purchased by Buyer and shall include the plural.

This document from Seller contains the entire terms and conditions associated with this transaction. Any different or additional terms or conditions contained in any RFQ, PO or other Buyer document, shall not be effective or binding upon Seller unless agreed to in writing and signed by an Officer of Seller. If the Buyer issues a PO or other correspondence addressing this transaction that shall be for the Buyer’s internal purposes only and the terms and conditions contained therein shall have no force or effect.

Quotations are valid for 30 days from the date issued. Any modifications or change requests will void the 30-day period as the project will need to be requoted.

Unless otherwise agreed, payment terms shall be net 30days. Late payments shall be subject to an interest charge of the lower of 1 1/2% per month or the highest interest rate permissible by law, plus collection and attorney’s fees. Buyer shall make no set-off deduction without Seller’s written consent.

The Seller’s minimum Order is $50.00. If after placement of an order, Buyer reduces quantities, Buyer shall pay Seller any increased cost caused by the manufacturing of a lower quantity. The cost shall be implemented into all parts shipped and any balance of any revised order. Order acceptance may be based on the Buyer accepting over-run or under-run on each individual item not exceeding 5% of quantities ordered. Additional charges to the Buyer may be applied if material supplied by Buyer does not meet specification and causes additional manufacturing costs to Seller. Delivery dates are set at the time of Order acceptance and terms are FOB Seller’s facility.

Due to the proprietary nature of the Seller process, all engineering data, tooling, fixtures, programming, process design and control systems developed by Seller, collectively the “Tooling,” are proprietary and are generally not compatible with or transferable to other equipment. Notwithstanding any tooling or engineering charges imposed by Seller, all such Tooling produced by Seller shall be and remain the sole and exclusive property of Seller. However, Seller shall not use Tooling developed specifically for the Buyer, and for which the Buyer is separately charged by Seller, in the production of goods for any other customer of Seller without Buyer’s express permission.

Seller shall not be responsible for any changes in specifications unless such changes are confirmed in writing by Buyer and accepted in writing by Seller. Any price variation resulting from such changes shall become effective immediately upon the acceptance of such changes. Upon acceptance by Seller, an order can only be cancelled effective with the date of Seller’s written consent and upon terms that indemnify Seller against loss. Upon effective cancellation, Seller shall have the option to continue the processing of materials or articles affected to the point at which the processing can be halted with the least inconvenience to Seller. If any prior inventory in Seller’s possession shall become obsolete due to such changes or cancellations by Buyer, Buyer agrees to be immediately invoiced for the value of the obsolete inventory.

Engineering (NRE) charges may be quoted to cover the cost of process design required for Seller to perform the Buyer’s manufacturing requirements, which may include fabricating special tooling fixtures, machine programming and SPC systems as examples. Generally, the engineering charge is made on the original order only. When revisions are made, an additional engineering charge may apply as necessary in Seller’s sole discretion.

If Seller agrees to use materials supplied by Buyer, then Buyer shall be solely responsible for supplying and delivering such material in a timely manner at no cost or expense to Seller, in sufficient quantity and quality, including any loss, waste, or scrap that may occur for any reason, as Seller deems necessary to complete the order. Buyer hereby acknowledges that Seller shall not be liable for, and Buyer shall pay any previously negotiated delivery premiums, despite any failure or delay in delivering any goods to be provided hereunder if such failure or delay is caused by Buyer’s failure to supply and deliver such materials in a timely manner or in sufficient quantity and quality as Seller deems necessary.

If any material shall be specially manufactured or sold by Seller to meet Buyer’s specifications, Buyer will indemnify, hold harmless and defend Seller from and against any claim, suit, damage, cost, expense, fine, liability or cause of action whatsoever, including all reasonable attorney’s fees, on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Product by Buyer, or the further use, distribution or sale of the Product.

If customer pre-production approvals are required, deliveries will be based on date of receipt of the approval. If approvals are not received in a timely fashion, additional set-up charges may apply and/or delivery dates may be delayed.

Western Roller Corporation shall retain all customer supplied documents and resultant Western Roller Corporation quality management system records for a period of 10 years from date of order. If customer requirements differ, please advise Western Roller Corporation in writing.

Regulatory requirements shall be detailed clearly on customer supplied drawings and/or the customer-issued purchase order. Identified regulatory requirements shall be documented on the Western Roller Corporation Confirmation of Sale to secure mutual understanding of the requirements. If customer has specific regulatory requirements that do not appear on the Western Roller Corporation Confirmation of Sales please advise Western Roller Corporation in writing.

Seller will be excused from the obligations of this contract to the extent that performance is delayed or prevented by any circumstances reasonably beyond its control or by fire, explosion, mechanical breakdown, strikes or other labor troubles, plant shutdown, unavailability of or interference with the usual means of transporting the product, unavailability of materials, or compliance with any law, regulation or request of any governmental authority. The occurrence of such a Force Majeure event shall act to suspend performance. Either party shall have the right to terminate any unperformed portion of the contract because of a Force Majeure situation. However, the duty of the Buyer to pay for product received is never suspended.

Claims by Buyer for non-conforming Product, shipment, delivery or for any other cause associated with Seller’s performance, shall be deemed waived unless submitted in writing within 30 days of receipt of shipment.

Seller’s obligation and Buyer’s exclusive remedy for any claim or cause of action is limited to repair or replacement of Product not conforming to specifications.
SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT OR CONSEQUENTIAL DAMAGES, OR EQUIVALENT THEREOF NO MATTER HOW CLAIMED, COMPUTED OR CHARACTERIZED, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RELATED TO LABOR, DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF RETURN ON INVESTMENT, COST OF CAPITAL, LOSS OF OPERATING TIME OR PRODUCTION, LOSS OR REDUCTION OF USE OR VALUE OF ANY FACILITIES, EXPENSE OF REPLACEMENT PRODUCTS OR POWER, OR INCREASED COSTS OF OPERATIONS OR MAINTENANCE, ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF WARRANTY OR NONCONFORMANCE OR DEFECT IN THE PRODUCT, REGARDLESS OF WHETHER SUCH LIABILITY SHALL BE CLAIMED IN CONTRACT, WARRANTY, EQUITY, TORT OR OTHERWISE.

Seller warrants only that the quality of the Product shall conform to specifications. THESE ARE THE ONLY REPRESENTATIONS OR WARRANTIES SELLER MAKES AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES UNDER STATUTE OR ARISING OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY OTHER WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE EXPRESSLY DISCLAIMED.

Buyer agrees to indemnify, defend and hold harmless Seller, its officers, agents, employees, successors, assigns, customers and users of the Product, from and against any and all losses, expenses (including without limitation, reasonable attorneys’ and other professional fees), costs, damages, demands, liabilities, suits and claims in connection with or arising out of any actual or alleged personal injury (including death) or damage or destruction to property (including loss of use) by whomsoever suffered, sustained or alleged to have been sustained by reason of any act, error or omission, whether negligent or not, of Buyer or its agents, employees, or affiliates, provided that such injury, death, damage or destruction is not occasioned by the sole negligence of Seller or its agents and employees.

The contract between Buyer and Seller, and any document or email sent by Seller, including these terms and conditions, constitutes the entire agreement between the parties with respect to its subject matter, and any prior contemporaneous communications or agreements other than any pre-existing blanket sales agreement are hereby superseded. The contract may not be terminated or modified by any party unless in writing, signed by both Seller and Buyer. Terms and Conditions will be found on Sellers website at www.westernroller.com and notations for buyer to read Sellers terms and conditions will be included on each document issued by Seller.