Burton Precision Terms and Conditions of Sale
1. Interpretation
1.1 Definitions:
- Business Day: A day other than a Saturday, Sunday, or holiday on which financial institutions Grand Rapids Michigan are open.
- Commencement Date: As defined in clause 2.2.
- Conditions: These terms and conditions, as amended per clause 16.7.
- Contract: The agreement between the Supplier and the Customer for the supply of Goods and/or Services under these Conditions.
- Control: The power to direct management and policies of a business entity.
- Customer: The person or firm purchasing Goods and/or Services from the Supplier.
- Deliverables: Items set out in the Order produced by the Supplier for the Customer.
- Delivery Location: As defined in clause 4.2.
- Force Majeure Event: As defined in clause 15.
- Goods: The items set out in the Order.
- Goods Specification: Agreed specification for Goods, including relevant plans or drawings.
- Intellectual Property Rights: Patents, copyrights, trademarks, business names, domain names, and other IP rights.
- Order: The Customer’s purchase order or acceptance of the Supplier’s quotation.
- Services: As set out in the Service Specification.
- Service Specification: Description of Services provided by the Supplier to the Customer.
- Supplier: Burton Precision Inc. a Michigan corporation.
- Supplier Materials: As defined in clause 8.1(g).
1.2 Interpretation:
(a) A person includes corporations, partnerships, joint ventures, and government entities.
(b) A reference to a party includes its successors and permitted assigns.
(c) References to statutes include amendments and subordinate legislation.
(d) Terms like “including” or “for example” are illustrative, not limiting.
(e) Writing includes email.
2. Basis of Contract
2.1 The Order is an offer by the Customer to purchase Goods and/or Services under these Conditions. Supplier's acceptance is conditional on Customer’s assent to these Terms and Conditions.
2.2 The Order is accepted when the Supplier issues written confirmation, at which point the Contract begins.
2.3 Marketing materials are for guidance only and do not form part of the Contract.
2.4 These Conditions override any Customer-imposed terms.
2.5 Supplier’s quotations are valid for 30 Business Days only.
2.6 These Conditions apply to both Goods and Services unless otherwise specified.
3. Goods
3.1 The Goods are described in the Goods Specification.
3.2 If the Goods Specification is provided by the Customer, the Customer indemnifies the Supplier against any claims of intellectual property infringement.
3.3 Supplier may amend the Goods Specification if required by law.
4. Delivery of Goods
4.1 Supplier will provide a delivery note with each delivery.
4.3 Delivery is complete upon unloading at the Delivery Location.
4.4 Delivery dates are estimates only; Supplier is not liable for delays.
4.5 Supplier is not responsible for failure to deliver due to Force Majeure or Customer non-compliance.
4.6 Goods are deemed accepted if:
- A standard test job is processed per Supplier's specifications, and
- Customer does not notify Supplier of nonconformity within 10 Business Days.
4.7 If a Factory Acceptance Test (FAT) is required, acceptance is per standard Supplier procedures.
4.8 Goods may be delivered in instalments, each forming a separate contract.
5. Quality of Goods
5.1 Warranty: Goods conform to the specification and are free from material defects for 12 months from delivery.
5.2 Supplier, through manufacturer will repair, replace, or refund defective Goods if:
- Customer notifies Supplier within a reasonable time,
- Supplier is given the opportunity to inspect the Goods, and
- Goods are returned at Customer’s expense if requested.
5.3 Warranty exclusions apply in cases of:
- Continued use after defect notification,
- Improper storage, installation, or maintenance,
- Customer-supplied design faults,
- Unauthorized alterations or repairs,
- Normal wear and tear, abuse, or negligence.
5.6 EXCEPT AS PROVIDED, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR PURPOSE.
6. Title and Risk
6.1 Risk passes on delivery; title passes upon full payment.
6.3 Until title passes, the Customer must:
- Store Goods separately,
- Maintain them in good condition,
- Keep them insured,
- Notify Supplier of financial difficulties.
6.5 If Customer becomes insolvent, Supplier may reclaim Goods.
7. Supply of Services
7.1 Supplier will provide Services per the Service Specification.
7.2 Service timelines are estimates; time is not of the essence.
7.3 Supplier may amend Service Specification if required by law.
7.4 Supplier, through manufacturer warrants Services will be provided with reasonable care and skill.
7.5 ALL OTHER WARRANTIES FOR SERVICES ARE DISCLAIMED.
8. Customer’s Obligations
Customer must:
- Ensure accuracy of Order details,
- Cooperate with Supplier,
- Provide access to premises,
- Maintain the required technical environment,
- Obtain necessary licenses.
If the Customer delays performance, Supplier may suspend Services and recover associated costs.
9. Charges and Payments
9.1 Payment for Goods:
- 50% on Commencement Date,
- 50% on delivery.
9.2 Service charges are based on time and materials.
9.3 Late payments accrue interest at 1.5% per month.
9.8 No set-off or deductions allowed.
10. Intellectual Property Rights
Supplier retains all IP rights in Deliverables. Customer receives a non-exclusive, non-transferable license.
11. Confidentiality
Each party must maintain confidentiality for five years post-contract.
12. Limitation of Liability
12.2 Supplier is not liable for indirect or consequential damages.
12.3 Liability cap: 100% of the total charges in the Contract year in which the breach occurred.
13. Termination
Either party may terminate with three months' notice. Immediate termination is allowed for material breach, insolvency, or non-payment.
14. Force Majeure
Neither party is liable for delays due to unforeseen events beyond their control.
15. Governing Law
This Contract is governed by Michigan law. The UN Convention on Contracts for the International Sale of Goods does not apply.
15. Manufacturer Warranty and Service Disclaimer
Burton Precision acts solely as a representative and distributor of the manufacturer. All warranty repairs, replacements, and service related to products purchased through Burton Precision are provided directly by the manufacturer in accordance with their specific warranty policies and procedures. Burton Precision does not provide warranty repairs or replacements and assumes no responsibility for manufacturer warranty obligations.
