Terms & conditions
These terms and conditions (“Terms”)
apply to any and all orders, purchases, or requests (each, an “Order”)
placed by any person or entity (“Buyer”) for the design, manufacture,
development, or sale of any products, goods or services (collectively, “Goods”)
by JPM Prototype & Mfg., Inc. (“JPM”). JPM’s acceptance of Buyer’s
Order for any Goods is expressly conditioned upon these Terms and Buyer’s
acceptance of such Terms as set forth below. JPM does not accept any offer made
by Buyer on terms differing from those set forth below, nor shall any
additional or different terms or conditions be binding upon JPM unless specifically
agreed to by JPM in writing.
1. Price. The prices shown
in Buyer’s final quotation shall be the price for the Goods. Such prices do not
include any federal, state, or local taxes.
2. Payment. Payment is due
within 30 days from the date of JPM’s invoice. If payment is not received
within 30 days, Buyer shall pay JPM a late payment fee of 1.5% per month of the
unpaid balance. JPM’s acceptance of any partial payment shall not constitute a
waiver of JPM’s right to payment in full of all amounts owing from Buyer to
JPM.
3. Commencement. JPM shall
not commence work on the Goods, put work into its schedule, or confirm a
delivery date of the Goods without first having received a valid purchase order
and payment as required under such purchase order.
4. Specifications. JPM shall
only be obligated to perform and may only be held to the specifications, tolerances,
materials, or other conditions as specified on the drawings incorporated into
the purchase order. Any certification requirement must be requested prior to commencement
of the project.
5. Cancellations. Once
accepted, Buyer may not cancel or change an Order without the written consent
of JPM, which consent may be conditioned on payment of cancellation charges
including costs for tooling, set-up, material, and partially completed work.
6. Delivery.
All Goods are shipped F.O.B. JPM’s place of business. Title to and all risk of
loss of the Goods shall pass to Buyer upon JPM’s delivery of the Goods to
carrier for shipment. Buyer shall pay all freight handling, delivery, and insurance
charges for shipment of the Goods. Choice of carrier and shipping method shall
be at JPM’s discretion. JPM shall not be liable for delays in delivery or for
failure of the carrier to perform.
7. Inspection
and Acceptance of Goods. Buyer is deemed to have accepted the Goods
unless Buyer gives JPM written notice of rejection within a reasonable period
of time, which the parties agree is 10 days after receipt. Buyer’s written
notification of non-conforming Goods must specifically identify the defects,
deficiencies, and nonconformities for which the Goods are being rejected.
Buyer’s failure to give JPM timely notification of non-conforming Goods shall
constitute Buyer’s acceptance of the Goods and acknowledgment that the Goods
were received in a satisfactory condition. If Buyer rejects any Goods for
defects, deficiencies, or non-conformity, JPM may rework or replace such Goods
in JPM’s sole discretion.
8. Returns. Goods may not be
returned without first obtaining JPM’s prior written consent or email approval.
In the event JPM consents to a return of Goods, Buyer shall obtain a Return
Authorization (RA) tracking number from JPM, by providing to JPM the following
information: (i) the original purchase order number; (ii) invoice number; (iii)
part number or line item number, if applicable; (iv) the quantity of Goods
being returned; and (v) the purchase price for such returned Goods. All
returned Goods must be returned in marketable condition. Goods specifically
manufactured to special order are not subject to return unless determined to be
manufactured out of specification as determined on the print. Buyer shall bear
any and all costs incurred in returning any Goods to JPM; provided, however,
that JPM shall bear such costs if JPM determines that the Goods were
manufactured out of specification.
9. Limited
Warranty. Subject to the qualifications set forth below, JPM provides
the limited warranty that the Goods will be free from defects in material and
workmanship under normal use and service for a period of 90 consecutive days
from the date such Goods are first placed in service, provided such first date
of service is within 180 consecutive days from the date of shipment by JPM to
Buyer; such limited warranty does not apply to Goods that are used in ways
other than their intended purpose or are abused or damaged by Buyer or Buyer’s
agents. JPM and its representatives may, from time to time, offer advice and recommendations
with respect to the use of the Goods. Any such advice and recommendations are
not, and may not be considered, warranties by JPM, and Buyer will act upon such
advice and recommendations at Buyer’s sole risk.
Except for defects in workmanship as
described in the immediately preceding paragraph, the foregoing limited warranty
does not apply to the extent that such Goods were manufactured by JPM: (i)
based on a design specified by Buyer; (ii) utilizing materials provided by
Buyer; and/or (iii) utilizing materials specified by Buyer or required to be purchased
and/or acquired by JPM from a supplier specified by Buyer.
THE LIMITED WARRANTY AND REMEDIES PROVIDED
FOR IN THESE TERMS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND
REMEDIES WHATSOEVER, ALL OF WHICH JPM HEREBY EXPRESSLY DISCLAIMS, INCLUDING,
BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND/OR NON-INFRINGMENT.
10. Limitations on Remedies.
Notwithstanding anything to the contrary, JPM’s liability arising out of any
sale of Goods to Buyer is expressly limited to either: (i) refund of the
purchase price paid by Buyer for such Goods, without interest; or (ii) repair
and/or replacement of such Goods, at JPM’s election. JPM shall not be liable
for any damage caused to any material or components supplied by Buyer. IN NO
EVENT SHALL JPM BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR
INCIDENTIAL DAMAGES, ANY LOST PROFITS, OR OTHER ECONOMIC LOSS OF BUYER ARISING
OUT OF ANY BREACH OF ANY AGREEMENT BY JPM, ANY OBLIGATION OF JPM PURSUANT TO
ANY AGREEMENT, OR THE FAILURE OF THE GOODS TO PERFORM IN ANY PARTICULAR MANNER.
JPM SHALL NOT BE LIABLE FOR OR SUBJECT TO, AND HEREBY DISCLAIMS, ANY
OBLIGATIONS WHATSOEVER ARISING FROM, ANY TORT CLAIMS OR THOSE ARISING OUT OF
OTHER THEORIES OF LAW WITH RESPECT TO THE GOODS, OR ANY UNDERTAKING, ACTS, OR
OMISSIONS RELATING THERETO. WITHOUT LIMITING THE FOREGING, JPM SPECIFICALLY
DISCLAIMS LIABILITY FOR THE TORT OF NEGLIGENCE, MISREPRESENTATION, AND STRICT
LIABILITY.
11. Indemnification for Special
Orders. In the event any Goods are manufactured by JPM to meet Buyer
particular specifications or requirements, Buyer shall defend, indemnify, and
hold harmless JPM from any and all claims arising from the manufacture,
production, design, purchase, use, or sale of such special Goods, including,
without limitation, claims for patent infringement, and from any related costs,
attorneys’ fees, expenses or liabilities incurred by JPM therefrom.
12. Tooling. Buyer shall pay
for any special tooling, fixtures, or patterns required for the production of
the Goods as indicated on the quote. JPM shall have no obligation to maintain
any tooling or patterns after two years from the date of Buyer’s last Order
utilizing or requiring such tooling or patterns unless agreed to by JPM in
writing.
13. Overs and Unders. JPM
shall strive to ship exact quantities on all Orders; however, unless JPM agrees
to ship an exact quantity in the purchase Order, JPM reserves the right by
fulfilling any purchase Order by shipping an amount of Goods that is 10% over
or 10% under the quantity ordered.
14. Materials. JPM’s
obligations hereunder are conditional upon JPM’s ability to obtain the
necessary raw materials at a reasonable price.
15. Force Majeure. JPM shall
not be liable for any delays or failure of performance if such delay or nonperformance
is caused by acts of God, floods, fires, explosions, storms, transportation
difficulties, strikes, lockouts, or other labor or industrial disturbances, any
law, rule order or action of any court, agency, or other governmental entity,
or the exhaustion, reduction, unavailability, or delay in delivery of any
product or material necessary in the manufacture of the Goods, or any delay
that is beyond JPM’s control.
16. Security Interest. JPM
reserves and Buyer hereby grants a purchase money security interest in the
Goods, all additions, accessions, and replacements thereto, along with all
products and proceeds thereof, to secure payment by Buyer. This security
interest is retained by JPM until Buyer has paid for such Goods in full,
including any tooling or pattern costs. JPM may file, at Buyer’s expense,
financing statements pursuant to the Uniform Commercial Code to perfect or
evidence JPM’s security interest.
17. Notice. All notices
required to be given to JPM under these Terms shall be given in writing and
shall be effective when received by JPM at: 4745 Forge Road, Colorado Springs,
Colorado 80907.
18. Entire Agreement. These
Terms, along with the accepted purchase order, constitute and contain the
entire agreement between JPM and Buyer with respect to the Goods or
relationships described herein.
19. No Third-Party Beneficiaries.
These Terms shall bind the parties and their successors and assigns. Nothing within
these Terms, express or implied, is intended or shall be construed to confer
upon or give to any person or entity, other than Buyer, JPM and their
successors and assigns, any rights or remedies under or by reason of these
Terms.
20. Severability. These
Terms are severable. In the event that any provision or provisions hereof are
determined to be invalid, unenforceable, or contrary to law by any court, arbitrator,
or administrative body of competent jurisdiction, such determination shall not
impair the operation of or affect those portions of the Terms which are valid;
and such court, arbitrator, or administrative body shall be permitted to amend such
illegal or unenforceable provision to the slightest degree necessary to render
such provision legal and enforceable.
21. Governing Law. All
contracts and obligations between JPM and Buyer shall be governed by the laws
of the State of Colorado, excluding Colorado’s laws on conflict of laws. Buyer
hereby expressly consents to the jurisdiction of Colorado courts. Exclusive
venue for any action between JPM and Buyer shall be within the Colorado courts
located in El Paso County, Colorado.
22. Attorney Fees. Buyer
shall pay all of JPM’s costs and expenses, including reasonable attorney fees,
which may be incurred in documenting, determining, enforcing, or protecting
JPM’s rights or interests hereunder.
23. Survival.
The provisions of paragraphs 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 16, 17, 19, 20,
21, 22, and 23 shall survive indefinitely, any termination of this Agreement.
24. Change History. Rev 11/10/2022
