Acknowledgments/Warranties/Disclaimers.
- Prestige Stamping, LLC. is not responsibile for rust on non plated parts 60 days after shipment.
- Prestige charges a 20% restocking fee on standard parts only in the event customer returns said parts for any other reason than part defects.
- Prestige Stamping, LLC. (“PRESTIGE”) hereby disclaims any and all warranties not expressly contained herein including the implied warranties of merchantability and/or fitness for a particular purpose.
- Customer acknowledges and agrees that PRESTIGE has not made any warranties or representations nor given any assurances or guarantees except as expressly set forth herein.
- Customer acknowledges its reliance upon its own expertise and/or the expertise of its customers, subcontractors and/or agents in furnishing correct measurements, designs, project and safety specifications and related
information to PRESTIGE and Customer further acknowledges that PRESTIGE has relied and/or will rely upon the accuracy of same. - As Customer’s sole and exclusive remedy for defective workmanship, PRESTIGE shall, at its sole cost and expense, correct any defect(s) in its work after receipt of timely written notification thereof and after receipt of Customer’s duly approved and executed written consent Qand/or authorization to complete all corrective measures recommended by PRESTIGE. All work shall be deemed accepted by Customer unless Customer rejects same within
90 days following delivery. In the event Customer needs a longer period of time to accept or reject PRESTIGE’s work, Customer and PRESTIGE must modify the Terms and Conditions herein in writing contemporaneous with the
execution hereof.
Risk Allocation/Indemnification.
- Defective Workmanship. Customer agrees to assume the risk(s) for all damages, including by way of illustration and not limitation, consequential damages, incidental damages, exemplary damages, and lost profits resulting from or relating to defects in PRESTIGE’s workmanship or work. Customer agrees that it shall not, under any circumstances, hold or attempt to hold PRESTIGE liable for any damages resulting from defective or negligent work or workmanship. Customer further agrees to defend, indemnify and hold PRESTIGE harmless from any costs, expenses, damages, judgments and/or legal fees incurred by PRESTIGE as a result of or in connection with such defective or negligent work or workmanship for the work performed by PRESTIGE pursuant to this Quotation. Customer acknowledges that its above-stated assumption of the risk(s) was factored into the fee quoted herein and that PRESTIGE may have assumed some or all of the risk(s) in consideration for a higher fee.
- Product Safety. Although PRESTIGE may suggest, by way of specification or otherwise, safety compliance features, Customer agrees that it shall be solely responsible for ensuring the safe utilization of any product, machinery or equipment in which PRESTIGE’s products have been incorporated and for compliance with all state, federal and/or local laws, regulations, and the like related thereto, including those contained in the OSHA. Customer further agrees to assume all risk(s) in connection with the selection, installation and use of any and all safety measures and/or features and for incorporating same into Customer’s specifications for third parties.
Customer agrees that it shall indemnify, defend and hold PRESTIGE harmless from any and all costs, expenses, damages, judgments and/or legal fees incurred by PRESTIGE as a result of or in connection with the alleged unsafe use of products, machinery or equipment in which PRESTIGE’s products have been incorporated and in connection with alleged noncompliance with or violation of any laws, regulations and the like related thereto. - Copyright/Patent Infringement. Customer agrees to indemnify, defend and hold PRESTIGE harmless from all costs, expenses, damages, attorney fees, and judments related to or arising out of allegations of copyright and/or
patent infringement by PRESTIGE if Customer furnished PRESTIGE with any designs or specifications for its work. - Detection of Defective Workmanship. Customer agrees to assume the responsibility for detection of any defective workmanship by testing any of PRESTIGE’s products for its intended purpose prior to its use. Customer further agreses that it shall indemnify, defend and hold PRESTIGE harmless from any and all costs, expenses, damages, judgments and/or legal fees incurred by PRESTIGE as a result of or in connection with Customer’s failure to detect any defective workmanship.
Non-Solicitation of Prestige’s Employees. Customer acknowledges that the executive, professional and technical staff employed and utilized by PRESTIGE to perform the work pursuant to this Quotation are valuable assets of PRESTIGE and that if PRESTIGE was to lose any member(s) of its staff, PRESTIGE would suffer substantial harm. Therefore, Customer agrees that Customer and/or its agents shall not directly or indirectly attempt to hire and/or offer employment to any member of PRESTIGE’s executive, professional and/or technical staff or otherwise do any act to undermine the employment realationship between PRESTIGE and its executive, professional and/or technical staff while PRESTIGE is completing any work for Customer and for twelve (12) months from the date of completion thereof. PRESTIGE shall have the right to seek damages in a court of law and/or to obtain injunctive relief if Customer violates this provision.
Assignment. Customer acknowledges that PRESTIGE agrees to perform all work pursuant to this Quotation for and on behalf of Customer only. Customer agrees that it shall not assign and/or delegate any or all of its rights and/or obligations under this Quotation and that any assignment, delegation or attempt to so assign and/or delegate shall be voided and of no force and effect whatsoever; provided, however, the terms and conditions stated herein shall be binding upon the heirs, successors, assigns, and/or legal representatives of the parties hereto.
Cancellation. Customer acknowledges that the work to be done by PRESTIGE pursuant to this Quotation is special, unique and of no value to anyone other than Customer. Therefore, if Customer desires to cancel or terminate PRESTIGE’s work prior to completion, Customer agrees to provide ten (10) days’ written notice to PRESTIGE and to immediately pay PRESTIGE in full for its work up to the date of termination according to the hourly rates set forth in this Quotation plus PRESTIGE’s lost profits. Customer further agrees that it shll reimburse PRESTIGE for all expenses incurred on Customer’s behalf, such as the costs of special materials purchased for Customer and/or legal fees incurred regarding collection of any amounts owed.
Payment. Invoices shall be paid in full within thirty (30) days of the date of their issuance. Any balance remaining unpaid beyond the above-noted thirty (30) days period shall incur interest at the lower of the rate of 1.5% per month or the maximum rate allowable by law from the date of the invoice. Customer agrees that PRESTIGE shall retain title to all work produced for Customer until all of PRESTIGE’s invoices are paid in full regardless of whether PRESTIGE has tendered any or all of the work to Customer. PRESTIGE shall have the right to institue collection proceedings against Customer in an appropriate court of law or equity at any time an invoice balance remains unpaid for ninety (90) days from the date of issuance. As an alternative to the institution of collectoin proceedings, Customer agrees that PRESTIGE may submit any collection proceedings to either a private arbitration or an arbitration administered by the American Arbitration Association, either one in accordance with its applicable rules, and the judgment on the award rendered by the private arbitrator or the American Arbitration Association may be entered in and enforced by the Circuit Court for the County of Macomb, State of Michigan. In the case of any litigation or arbitration, Customer shall reimburse PRESTIGE for its actual legal fees, plus costs and expenses, incurred in connection therewith.
Statute of Limitations. Customer shall have a period of six (6) months from the date PRESTIGE’s product is delivered to Customer to commence any litigation against PRESTIGE for any dispute, claim, or the like, which is in any way connected with this Quotation or such product. Any dispute, claim, or the like, for which litigation is not commenced by Customer within this six (6) month period shall be forever barred and waived. This paragraph shall not prohibit PRESTIGE from commencing an action or a cause of action against Customer under the indemnification and/or payment paragraphs herein after the six (6) month period.
Delays. PRESTIGE’s performance pursuant to this Quotation shall be temporarily excused as a result of any unforseen event, such as a labor problem, lack of materials or a civil disturbance, rendering performance impossible, unreasonable, or impractical. Any changes in the scope-of-work may delay the delivery date. Customer agrees that PRESTIGE shall not be liable for any costs, expenses, or charges of any nature whatsoever incurred by Customer as a result of any delay(s) in performance by PRESTIGE regardless of the cause(s) of same.
Acceptance. This Quotation shall be deemed PRESTIGE’s entire offer with regard to the work described herein. Customer may accept this Quotation by issuing a Purchase Order pursuant to this Quotation. There are no prior or contemporaneous oral or written agreements which either party considers or treats as binding. Any different or additional terms/conditions contained in said Purchase Order shall be of no force or effect between the parties unless and until PRESTIGE provides its express written consent thereto. In the event that a conflict arises between the terms and conditions of this Quotation and those contained in the Purchase Order, the terms and conditions of this Quotation shall control unless the parties have expressly agreed in writing otherwise.
Cooperation. The parties agree to duly approve, authorize and execute in an expeditious manner any and all documents reasonably requested and/or required by the other in order to carry out the work and/or comply with the terms and conditions stated herein.
Severability. All of the terms, conditions, representations, rights and the like contained herein shall be deemed severable so that if any one or more is held to be invalid or unenforceable said holding shall not in any way affect the validity or enforceability of all other terms, conditions, rights and the like.
Changes and/or Modification. The contents of this Quotation may only be modified and/or supplemented by way of a writing entitled “Modification” or “Ammendment of Quotation” and signed by the parties hereto. Such payment shall be due in accordance with the terms and conditions hereof and shall not be negotiable with Customer’s customer.
Notices. All notices required hereunder shall be in writing and shall be delivered or sent by certified mail, return receipt requested, to the proper party at his/her/its last designated address in this Quotation.
Governing Law and Jurisdiction. The interpretation and enforcement of the contents of this Quotation shall be governed by the laws of the State of Michigan. (Where possible, the terms and conditions contained herein shall be construed in a manner which will render them valid and permit their enforcement.) PRESTIGE and Customer agree that the jurisdiction for resolution of any dispute hereunder shall be the Circuit Court, Macomb County, Michigan.
Confidentiality. The terms of this Quotation are confidential and shall not be disclosed to third parties without the written consent of PRESTIGE, except as is necessary to carry out the intent of this Quotation.