MIDWEST PRESS BRAKE DIES INC. hereinafter referred to as MWPBD
TERMS AND CONDITIONS ORIGINALLY EFFECTIVE JAN 1 2013
Latest revision date 12/26/2020
PERTAINING TO ALL ORDERS / PROPOSALS
1. F.O.B. our factory unless otherwise stated.
2. Prices quoted are for prompt acceptance and are subject to change without notice at any time
prior to receipt by us of a formal purchase order from you unless otherwise stated. Any terms
presented by the customer are subject to MWPBD written acceptance by MWPBD. Prices
exclude Federal, State, or local sales, use, excise, transportation, occupational or similar
taxes. You agree to pay any such taxes applicable to the sale or use of the goods described
herein. You will promptly reimburse us for any such tax advanced or paid by us with respect to
B. TERMS OF PAYMENT:
Midwest Press Brake Dies Inc. is happy to work with our customers regarding terms and conditions, as these vary from customer to customer.
Custom or nonstandard orders may require prepayment depending on creditworthiness and history as established on a case by case basis. Terms vary from 100% payment in advance. 1/3 upon order 1/3rd upon first article inspection 1/3 net 30 or 45 days after shipment. 50% at the time of order balance prior to shipment.
Credit cards require a 3.5% additional fee.
Outstanding balances unpaid after the applicable due date will be considered delinquent and will be assessed a 2% finance charge and $75.00 late fee per billing period(or, if less, the maximum finance charge and late fee permitted under the law).
In the event, the purchasing company requires additional time to pay we encourage the client to notify us prior to default that we may attempt to work out a payment schedule and or financing options.
Failure to pay after 60 days may at MWPBD discretion result in possible Legal action at full cost including collection fees, legal fees,
court costs, travel costs, and interest of .0833 percent per day to the buyer. Attempts to collect may at MWPBD discretion incur a
$25 fee per email and $50 fee per phone call.
C. GRANT OF SECURITY INTEREST:
Purchaser hereby grants to Seller a security interest in and to the products sold hereunder, together with all
proceeds thereof, to secure purchaser’s performances and payment of all amounts due on this sale.
Sales, use, or similar taxes imposed on these products or this sale shall be the responsibility of the
purchaser and should be paid directly by the purchaser. The purchaser shall immediately reimburse Seller
for any such tax hereinafter imposed upon seller with respect to these products or this sale.
E. CREDITS: PARTS, SHEAR KNIVES, AND PRESS BRAKE TOOLING. NO CREDIT ALLOWED ON
ANY PARTS RETURNED AFTER THIRTY DAYS FROM DATE OF INVOICE WITHOUT FACTORY
No items to be returned without prior authorization by MWPBD. Please write or call (708 598 3860) factory
for instructions. Unauthorized shipments may be returned to sender freight collect.
1. PARTS, SHEAR KNIVES, AND PRESS BRAKE TOOLING
Unless otherwise stated herein all goods described in this proposal (or furnished under this
contract in case of an order) are warranted by us against any defect in material and
workmanship for a period of 30 days from date of shipment, when installed or used in
accordance with our recommendation, if any, and operated or used under normal conditions. All OSHA and Industry guidelines along with proper training of all employees in the safe storage, operation, and handling of products as purchased from Midwest Press Brake Dies.
Whenever under the warranty it is necessary to repair or replace parts we will advise as we find appropriate
F.O.B. your shop (Domestic) or F.O.B. port of entry (International), using
transportation of our choice, provided you promptly send us notice of the defect, return the
claimed defective parts to us and establish that the parts have been installed or used in
accordance with our recommendation, if any, and operated or used under normal conditions.
All claims concerning defective parts must be presented to us no later than 15 days following
expiration of the warranty period. We reserve the sole right to determine if returned goods are
in fact defective and if so to repair or replace them in accordance with the warranty.
3. SAID WARRANTY IN RESPECT OF REPAIR OR REPLACEMENT OF DEFECTIVE PARTS AND ANY SUCH ADDITIONAL WARRANTY OR REPRESENTATION EXPRESSLY MADE A PART HEREOF ARE IN LIEU OF ALL OTHER WARRANTIES
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
4. Where you are a distributor, financing company, or similar entity acting for or on behalf of the initial user of the goods, the warranty is transferable to the initial user only. In all other cases
the warranty is limited to you and is not transferable.
5. Modifications of tooling by buyer voids all warranty express or implied without prior written
approval by MWPBD.
6. Perishable tooling. All tooling and or components provided by MWPBD is subject to wear and
eventual failure and is not to be construed as a warranty by MWPBD.
1. The shipment promised is contingent on our receipt at the time of order of all information and or customer material for testing of tooling and evaluation necessary to design, manufacture
and ship the order.
2. We will use reasonable efforts to comply with your shipping instructions. If we cannot comply
with stated shipping instructions, we will advise you before shipment of goods. We will not be held liable for shipping performance which fails to meet shipping instructions.
3. Our inability to ship any (or all) of the goods sold due to any factor whatever beyond our reasonable control, including but not limited to strike, labor difficulty, riot, fire, civil commotion, war, insurrection, shipwreck, governmental action, the elements, accident, delay by a carrier and the like shall relieve us, at our option, from any performance agreed to, and in no event shall we be considered in breach by reason of such inability or relief. MWPBD shall complete
the order on or about the due date specified by MWPBD in writing or within a reasonable period of time thereafter.
We shall have the absolute right to cancel and refuse to complete work hereunder if at any time you do not
strictly comply with all terms and conditions hereunder (including any requirement of progress payments) or if at any time you become bankrupt or insolvent. In the event of our cancellation as above set forth or of receipt by us of a request by you to stop work or to cancel the whole or any part thereof, you shall pay us an amount, determined by MWPBD based upon labor, material and loss of profit.
Drawings, machine specifications, software or production methods furnished herein or herewith constitute our confidential information. Their receipt or possession does not convey any right to use, license, reproduce or disclose the information nor any part thereof without our written prior consent. Solutions
provided by MWPBD are the intellectual property of MWPBD
J. PRODUCTION ESTIMATES:
All working drawings or other materials provided by us are for general information purposes only. Any specifications contained herein are not binding on us except as expressly so stated. We reserve the right to make, at any time, such changes in detailed design or construction as shall in our sole judgement constitute
an improvement over former practice. Production data, where given, is based on our analysis and understanding of the production methods and facilities to be used, but is nonetheless an estimate only and is not guaranteed or warranted. In no event shall we be responsible for performance figures supplied by us our suppliers or other cooperating parties.
K. PATENT INDEMNITY:
You shall give us prompt written notice of receipt of a claim or institution of a suit or proceeding against you if such be based on the assertion that the goods furnished hereunder in themselves constitute an infringement of any presently existing patent. You shall grant and furnish us with all the necessary authority,
information, and reasonable assistance in order to enable us to settle or defend, at our option, such claim, suit or proceeding and we shall not be responsible for, or be liable to you with respect to, any settlement of such claim, suit or proceeding made without our express written consent. You agree to hold us harmless against any claims, costs, or damages under claims for infringement arising out of your conversion of any of the goods in the operation of any process; or any infringement arising out of our compliance with your
specification. Where you are a distributor, financing company or similar entity acting for us or on behalf of the original user of the equipment this patent indemnity shall inure to the benefit of such initial user.
1. There are no understandings, agreements or representations expressed or implied, not specified herein, respecting this sale, and this instrument constitutes the entire agreement between us. It may be modified or rescinded only by a writing signed by us and you or your duly authorized agents.
2. In the event of breach or repudiation by us, you shall not be entitled to indirect, incidental, special, consequential or punitive damages or any other direct or indirect damages for business losses, including without limitation, loss of revenue, profits, use or goodwill. Under no circumstances shall our maximum liability, whether arising in contract, tort or otherwise, exceed the contract price stated herein.
3. The transaction described herein shall be governed by the internal laws of the State of Illinois and the Convention of International Sales of Goods (CISG) shall not apply.
4. No agent, salesman, or distributor has any authority to obligate us by any terms, stipulations or conditions not herein expressed.
5. Notwithstanding anything contained herein neither you nor any third party are entitled to damages, whether direct, indirect, incidental, special, consequential, punitive, or any other
damages for business losses, including loss of revenue, profits, use or goodwill, for personal injury arising from the installation, operation or use of the goods furnished hereunder and you agree to indemnify us for and hold us harmless from any such damages.
6. You should advise us of anything herein which you do not assent to as a term or condition governing the transaction covered herein.
M. FAIR LABOR STANDARDS:
The goods and/or services covered by this Invoice were produced in compliance with all applicable requirements of Section 6, 7 and 12 of the Fair Labor Standards Act of 1938 as amended, and all other
applicable regulations and orders of the United States Department of Labor.
N. STRATOSPHERE OZONE PROTECTION
The goods covered by this invoice were manufactured in compliance with the Clean Air Act’s Stratospheric Ozone Protection provisions. Effective March 1, 1993 no products were manufactured with any Ozone Depleting Substances. MWPBD has initiated through its Purchase Order System a process whereby all suppliers must provide an assurance that no products supplied to MWPBD are manufactured with Ozone Depleting Substances.
O. GEOMETRIC DIMENSIONING AND TOLERANCES
MWPBD takes great care in the interpretation of customer requirements. Conflicts often arise in angular vs. linear dimensioning. MWPBD reserves the right to make interpretations in regards to feasibility.
Precision Tooling will have the following tolerances on forming surfaces; angles plus or minus ½ degree on
forming angles. Height plus or minus .002 per foot. Straightness plus or minus .003 per foot. Radii plus or
minus .0075 up to 1 inch radius and .0125 above 1.00 inch. Milled surfaces plus or minus .003 inch,
Squareness plus or minus .002 per inch. Centerline of forming surfaces plus or minus .003 per inch.
Standard and or Econoline Tooling; Angles plus or minus ¾ degree on forming angles, Height plus or
minus .125,Straightness plus or minus .0075 inch per foot, Radii plus or minus .0125 inch up to 1 inch,
Milled surfaces plus or minus .006 per inch, Width Plus or minus 1/8 inch, Squareness plus or minus .0055
per inch, Centerlines of forming surfaces plus or minus .010 per inch.
P. Materials and Flame Hardening
MWPBD at its discretion may use any or all of the following material. D2, A2, O1, 4150, 4140, P20, 1045,
1095,1018, or A36. The hardness range for 4150 is 25 to 28 RC plus or minus 2, Flame Hardened range is 55 to 61 RC plus or minus 2 Furnace treatment hardness varies per industry standards and subcontractor ability. Subject to change by MWPBD
Q. DESIGN APPROVAL, TRYOUT MATERIAL, FIRST ARTICLE INSPECTION, and TONNAGE ESTIMATES
Design approval by MWPBD, upon receipt of deposit or at our discretion may send approval drawings for you to review and approve. No ordering of material or production work shall begin until you review and return signed approval or email. Changes or cancellation are subject to further delay and additional costs to
buyer as determined by MWPBD.
Tryout material to be provided to MWPBD in a timely fashion at buyers cost. Upon completion remainder will be kept by MWPBD and disposed of at our discretion. Should buyer require return of unused material this may incur additional cost to buyer for repacking and or re-crating as determined by MWPBD.
First Article inspection. MWPBD will at our discretion send samples to buyer or customer for approval prior to completing order. This to ensure customer satisfaction. In the event the customer waives first article inspection then MWPBD will inspect at at our discretion and in good faith will complete the order thereby limiting customer recourse. In the event said MWPBD inspection is determined to have been unacceptable return of tooling at buyers cost as MWPBD was requested by buyer to expedite order thus buyer assuming
all risk. Any and all costs associated with above are at the buyers cost and are to be shipped whenever possible on the buyer’s shipping account.
Part deformation due to hole, slot, features adjacent to bend lines may at times occur. These are responsibility of the customer if the type of forming operation due to tonnage or customer tooling request such as air bending versus bottom bending and or edge prep of material formed constitutes physical inability to control features.
Tonnage estimates when provided by MWPBD are only a guideline and may vary beyond our best estimates, thereby no recourse by buyer against MWPBD .
P. Tooling validation
MWPBD may at times require customer to inspect sample parts from tooling being validated. The buyer shall be responsible for the shipping and packaging costs associated of this material. Customer shall not be entitled to MWPBD penalty for this time period. Delivery of tooling will be affected by customer delay in providing tryout material, the review period of sample parts and or the transit time for any such period.
R. STORAGE CHARGES AND DISPOSAL OF TOOLING AND MATERIAL.
Storage charges for tooling or any other material left more than 10 days will begin on day 11 and maybe rated at a cost of $10 dollars US per square foot of surface area. Disposal charges are at .50 cents per
S. SHIPPING SERVICE PACKING AND SCHEDULING.
MWPBD will schedule your shipping with our carrier and rates unless specified by you as to which carrier and packing you request. Your carrier request must then be collect. Should you require us to make arrangements with your carrier this at additional cost as determined by MWPBD but no less than $25 US per phone call . International shipments to be made by Customer.
Shipments intrastate and out of Continental US will require the use of special wood and treatment thereof. These costs are in addition to the purchase order.
Agent commissions on job orders will be exclusive of Flame Hardening, Nitriding, Chrome Plating,
Annealing, Stress Relieving, transportation services, packaging, raw material supplies such as steel, screws, nuts, fasteners, and or springs of any type. The commission shall be for work hours performed only.
This to keep costs competitive with the marketplace.
Job orders billed to Dealer/Agent shall be determined per all stipulations and subject to 30%percent payment at time of order, 30% prior to shipment, and balance at 30 days after shipment. Subject to forfeiture of any and all commissions should MWPBD not receive payments per this schedule.
Dealers /Agents commissions are to be determined by prior written agreement with Midwest and the Dealer or agent must agree to only represent MWPBD and no other entity. Midwest Press Brake will under no circumstances allow an agent or dealer to represent MWPBD and other suppliers.