Terms and Conditions

The following are the terms and conditions under which Badge Machine Products, Inc. provides services and products, except as otherwise agreed to by Badge Machine Products in writing:

1. PRICES AND TAXES.  The prices will be those set forth in Badge’s quotation valid at the time of order. If a quotation has expired, Badge reserves the right to extend the validity of the quotation or issue a new quotation at its discretion. Prices are F.O.B. Badge and are exclusive of all taxes, tariffs, duties and fees. Buyer is solely responsible for and agrees to pay, either through the relevant invoice or a separately issued invoice, all sales taxes resulting from or arising out of an order. If a Buyer within the United States wishes to have he agreement or order treated as sales tax exempt, Badge must receive a resale or exemption certificate prior to shipment.

2. ORDERS.  No order submitted by Buyer will be deemed accepted by Badge unless and until confirmed in writing by Badge’s authorized representative. No order which has been accepted by Badge except with the agreement in writing of Badge and on terms that the Buyer will indemnify Badge in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by Badge as a result of cancellation. Due to administrative costs, orders must be for a minimum of $250.00.

3. PAYMENT.  All payments by Buyer will be made in U.S. dollars. If Buyer continually satisfies Badge’s credit approval process and requirements, then payment terms of Net 30 days after the relevant invoice date shall be granted and honored unless otherwise agreed upon with Badge in writing. However, pursuant to the following:
   a.     If during the period of performance of an order the financial condition of the Buyer is determined by Badge not to justify the terms of payment specified, Badge may demand that alternate payment terms be made.
   b.    Badge reserves the right to make deliveries in installments, all installments to be separately invoiced and paid for by Buyer when due per invoice without regard to other scheduled deliveries. If the Buyer for any reason delays shipments in excess of 30 days, payment will become due from the date on which Badge is prepared to make shipment and storage will be at Buyer’s risk and expense
   c.     In the event of default in payment by Buyer: (i) Badge may suspend performance of its obligations; (ii) Buyer agrees to pay Badge’s standard late charges plus interest on the delinquent payment from the due date thereof until such payment and all interest thereon is received at the rate of 1 ½ % per month: and (iii) in the event of litigation or collection activity arising out of Buyer’s non-payment, Buyer will promptly pay the reasonable costs and expenses incurred by Badge, including attorney’s fees.

4. DELIVERY, SECURITY INTEREST, DELAYS.  Delivery will be FOB Badge Dock, Freight and handling charges are to be either remitted in advance or payable following receipt of an invoice. Any dates for delivery quoted by Badge or provided in an accepted order are approximations only and Badge will not be liable for delay in shipment for any reason. Title to the product remains with Buyer and Buyer assumes all risk of loss upon delivery of product by Badge to the initial carrier. Insurance will be provided by Badge upon request and collected with freight and handling charges. In the absence of instructions to the contrary, Badge, on behalf of the Buyer, will select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Badge. Claims for loss or damage to products in transit must be made to the carrier and not to Badge. Buyer hereby grants Badge a security interest in the products and all cash and non-cash proceeds thereof as security for all of Buyer’s obligations hereunder. Upon request by Badge, Buyer will promptly execute any instrument required to perfect such security interest; provided that in any event Badge is hereby appointed Buyer’s attorney-in-fact to do all acts which Badge deems reasonably necessary or desirable to perfect and continue to perfect such security interest and to protect the collateral. Badge will not be liable for any damages or penalty for delay in delivery or for failure to gem notice of delay when such delay is due to the elements, acts of God, delays in transportation, delay in delivery by Badge’s vendors or any other causes beyond the reasonable control of Badge. The delivery schedule will be extended by a period of time equal to the time lost because of such delay.

5. PATENTS.  Buyer will defend, indemnify and hold Badge harmless against any loss, damages, costs, fees (including attorneys’ fees) and expenses awarded against or incurred by Badge for alleged infringement of any patents, copyrights, trademarks, or other intellectual property rights of any person or entity which result from Badge’s use of or compliance with Buyer’s designs, specifications or instructions.

6. WARRANTY.

   1. Badge’s service is warranted against defects in workmanship for a period of 30 days from date of shipment as evidenced by Badge’s packing slip or other transportation receipt.
   2. Badge’s sole responsibility under this warranty will be to either repair or re-make, at its option, any component which fails during the applicable warranty period because of a defect in workmanship, provided Buyer has promptly notified Badge in writing.
   3. Its is the Buyer’s responsibility to return, at its expense, the allegedly defective workmanship to Badge. Transportation charges for the return of the product to the Buyer will be paid by Badge. The warranty excludes all other associated costs of shipping such as customs clearance, duties taxes, etc. If Badge determines that the service is not defective within the terms of this warranty, the Buyer will pay Badge all costs of handling, transportation and repairs at the then prevailing repair rates.

7. ACCEPTANCE OF PRODUCTS.  Unqualified acceptance of products will occur upon delivery; unless Badge is notified in writing within ten days from Buyer’s receipt or that the Buyer is making a claim for shortages or other errors in delivery. Failure to give such timely notice constitutes a waiver of all such claims by the Buyer. Badge’s sole obligation for any non-acceptable services will be limited to repair or remade, at Badge’s option, pursuant to the provisions of the foregoing Warranty clause.

8. GENERAL SPECIFICATION FOR EDGE FORMS.
   Purpose
   To establish a policy (in lieu of specific & quantifiable customer specification) that defines various edge conditions and establishes maximum acceptable tolerances for edge projections which occurs as a result of normal machining practices.
   Definitions - (Ref. ISO13715: 2000E)
   Burr -- (also referred to as a "raised edge") an overhanging material projection that is located along an edge of a product. It may be firmly or loosely adhered to the part and is not considered part of the geometric part shape.
   Sharp-Edge -- External or internal edge of a part w/almost zero deviation from the ideal geometrical shape. An edge condition that may result in the damage (e.g., cutting) of handling or mating surfaces and/or human skin without receiving further processing.
   Detection Criteria
   -     Detection:
          o    Cleanliness: Part shall be free of all contaminants
                prior to inspection.
          o    Unaided eye at 18” from the subject part with normal
                lighting of 50 foot-candles per ANSI/IES RP-7-1991
                     §  Viewing Angle: Viewing angle is dependent on
                         the part and feature to be inspected. Generally,
                         the feature should be viewed at several angles
                         with the lighting source angled between 30–60
                         degrees to the feature.
          o    Detection of a raised burr may be accomplished with
                a fingernail or a dental pick in which it is dragged across
                the adjacent surfaces and catches (impedes motion) on
                the raised surface.
   -    A burr may not exceed the tolerance for any given feature.
   
   Badge Machine Standard policy is to provide parts with no sharp edges or burrs.

9. DISCLAIMER AND LIMITATION OF LIABILITY.

   1. Badge’s total liability is limited to the net price of the services sold hereunder, excluding any charges stated separately from the service price on the invoice. The Buyer’s sole remedy for the liability of any kind is limited to the request for Badge, at Badge’s option, to refund that net price for the items and matters involved, except that in the case of a breach of warranty, buyer’s sole remedy is to return the product to Badge for repair or replacement in accordance with the “Warranty” section of these terms and conditions.
   2. In no event will Badge be liable to the buyer for (i) re-procurement costs; (ii) indirect, incidental, special, or consequential damages; (iii) any damages whatsoever resulting from loss of use, data or profits arising out of or in connection with this agreement or the use or performance of Badge services, whether in an action of contract or tort, including negligence and strict liability, even if Badge has been advised of the possibility of such damages.
   3. No action, whether in contract or civil wrongdoing, including negligence, arising out of or in connection with this agreement may be brought by either party more than eighteen (18) months after the cause of action has accrued, except that an action for non-payment may be brought within eighteen (18) months of the date of last payment.

10. QUANTITY TO BE DELIVERED.  Badge will make every best effort to deliver quantity agreed upon but reserves the right to ship plus/minus 10% unless agreed upon in writing upon acknowledgment of the order.

11. GENERAL PROVISIONS.

1. These terms and conditions constitute the entire Sales Agreement between the parties with respect to the subject matter hereof and supersede all proposals, oral and written, all previous negotiations and all other communications between the parties with respect to that subject. These terms and conditions will prevail and govern notwithstanding any different, conflicting or additional terms and conditions which may appear on any order or other document submitted by the Buyer, all of which will be deemed null and void. Deviations from these terms and conditions are not valid unless confirmed in writing by an authorized representative of Badge.

2. The rights and obligations under these terms and conditions may not be assigned without Badge’s prior written consent and any attempt to do so without such consent will be void.

3. These terms and conditions will be governed by and construed in accordance with the internal laws of the State of New York with out reference to conflict of laws principles. Any controversy or claim arising out of or relating to these terms and conditions or any matter or transaction contemplated hereby will be trialed only in a court with jurisdiction located in Ontario County, New York and Badge and the Buyer each irrevocably consent to that venue and to the personal jurisdiction thereof.

4. The Buyer will pay to Badge all costs, fees and expenses (including attorneys’ fee) incurred by Badge in enforcing, or attempting to enforce, any of its rights under these terms and conditions or any contract of sale between them.

5. All rights and remedies whether conferred hereby or by any other instrument or law will be cumulative and may be exercised singularly or concurrently. Failure by either party to enforce any contract terms will not be deemed a waiver of future enforcement of that nor of any other term. If any provisions of this contract are held invalid under any applicable law, rule, regulation or treaty, such invalidity will not affect other provisions of this contract, which can be given effect without the invalid provisions and to this end, the provisions of this contract are declared to be severed. Notwithstanding the above, such invalid provision or clause will be construed, to the extend possible, in accordance with the original intent of the parties.

6. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Badge will be subject to correction without any liability on the part of Badge.

7. In conformity with the United States Foreign Corrupt Practices Act, Buyer and its employees and agents shall not directly or indirectly make an offer, payment, promise to pay, or value for the purpose of influencing an act or decision of an official of any government of any country where the products are used or the United States Government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist the Buyer in obtaining, retaining or directing any such business.