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Degele Manufacturing Inc. ISO 9001:2015 Registered
25700 D'Hondt Court, Chesterfield, Michigan 48051
  • Automotive Stampings
  • Assemblies
  • Dies
  • Machines

All sales, delivery of, or quote for, parts, tooling, and/or machinery and equipment is in accordance with the
specifications set forth below and is governed by the following conditions:

  1. CONTRACT – No contract exists until an order is placed by Buyer, which is accepted by Seller and confirmed with
    an acknowledgment of acceptance of the quote. All acknowledgments are a binding contract between buyer and
    seller, that shall be deemed executed in the State of Michigan, in the County of Macomb. This contract includes
    the Terms and Conditions of Sale set forth herein, whether or not the same are incorporated by reference or
    otherwise and regardless of any provisions contained in any other document relating to the sale. If these Terms,
    Conditions of Sale and Warranties do not appear on or are in conflict with Buyer’s purchase order, the Seller’s
    Terms, Conditions of Sale and Warranties will govern and control. Buyer’s acceptance of these Terms, Conditions
    and Warranties shall be conclusively presumed from Buyer’s failure to state expressly his objections in writing at
    the time Buyer transmits his order, or sends a deposit to Seller. This contract shall be construed according to the
    laws of the State of Michigan. If any subsequent changes are made in methods or designs, the Seller reserves the
    right to revise prices and delivery if necessary.
  2. SECURED PARTY – “Seller”, as used in the Agreement, is intended to mean “Secured Party”, and “Buyer”, as used
    in this Agreement, is intended also to mean “Debtor”, as defined in the Uniform Commercial Code.
  3. CREDIT AND TERMS OF PAYMENT – Terms of payment shall be in accordance with the printed or typed terms on
    face the order acknowledgment. In general accounts will be opened only with firms or individuals with approved
    credit. The Seller reserves the privilege of declining to make deliveries except for cash whenever, for any reason,
    doubt as to the Buyer’s responsibility develops. With approved credit, our usual terms on small custom or
    modified standard dies and tools are Net 30. The agreed price herein is based upon the Buyer’s agreement to
    accept the delivery of all of the ordered merchandise at the time of completion. Failure of the Buyer to accept
    delivery at time of completion will not relieve the Buyer of any obligation for payment. Any calculations of terms
    for final payment will be calculated from the date the Buyer is advised that the item is ready for shipment. Items
    held for more than two weeks will subject Buyer to storage charges which are due in full within ten (10) days from
    date of the invoice. Failure of the Buyer to make payment within said time shall give Seller the option to, cancel
    any balance of the order, liquidate the material or equipment and invoice the Buyer for any shortage from that is
    owed. Any delay in payment of invoices beyond the agreed to terms shall be subject to a service charge of one
    and one-half percent (1½%) per month and may result in credit privileges being revoked. In event Seller is
    required to employ a collection agency or an attorney to enforce collection, Buyer agrees to pay all of Seller’s
    fees, costs, and expenses, including attorney’s fees and cost of collection agency.
  4. QUOTATIONS – Delivery quotes are estimates only, based on actual manufacturing time depending on workloads,
    available man-hours and the availability of raw materials and supplies. Seller’s typographical and clerical errors
    are subject to correction. Until an order is accepted by Seller (by acknowledgment), quoted prices are subject to
    change without notice. All quotations, unless otherwise stated, are for immediate acceptance.
  5. CANCELLATION POLICY – Orders may be canceled by Buyer or deliveries deferred only upon the condition that the
    Buyer assume immediate liability and make payment to the Seller for all work completed, work in process on the
    basis of percentage completed, raw material and purchased items whether received by Seller or covered by
    commitments made by Seller, unamortized tooling, engineering and other cancellation charges incurred on the
    basis of cost to the Seller plus handling and overhead charges. Cancellation charges will be estimated and billed at
    the time of cancellation or deferment. Final adjustments for cancellation will be made and invoiced or credited
    within thirty (30) days of cancellation. Seller reserves the absolute right to cancel the contract (1) upon breach of
    contract by the Buyer, (2) upon failure by the Buyer to make any payments required by this contract, (3) upon
    insolvency or bankruptcy of the Buyer, (4) if the Seller has good faith doubt to the Buyer’s ability to pay in
    accordance with stated terms of payment.
  6. LIMITED WARRANTY – Seller warrants that the merchandise to be manufactured under the terms of this contract
    will be free of defects in workmanship and material for twelve (12) months from the date of shipment provided
    the defective part is returned to Seller within ten (10) days after failure of the defective part or equipment. This
    warranty is made in lieu of all other warranties, express or implied including, without limitation, any implied
    warranty of merchantability or fitness for any particular purpose. Equipment must have been properly installed,
    maintained and used under normal conditions. Warranty is offered to original purchaser only, and Seller has sole
    right to determine whether defective part shall be repaired or replaced. Purchased parts such as cylinders, valves,
    push buttons, motors, etc., are covered by the manufacturer’s Warranty. Normal wear on parts is specifically
    excluded from warranty as is breakage of those parts because of inadequate or improper usage. Under NO
    conditions will Seller be responsible for down-time, loss of good will, or consequential damages. No parts,
    whether under warranty or not, may be shipped to Seller without prior authorization. Any authorized return
    shipment must be via the lowest cost method unless authorized by Seller. Title to equipment does not transfer to
    Buyer until all obligations are paid in full (SEE SECURITY INTEREST), therefore Seller will be unable to accept any
    warranty claims prior to full payment being received. Warranty coverage requires payment within Seller’s agreed
    terms. If payment is not received according to terms, warranty shall be null and void and any claims will be
  7. NO WARRANTIES – Other than those specifically set forth herein or modifications of contract, shall be binding on
    either party unless in writing signed by the party to be charged, and no acts or conduct on the part of the Seller or
    any of its representatives shall constitute a waiver of any of the terms of this contract.
  8. CLAIMS – All complaints or claims for nonconformance to specifications or defects in workmanship and material
    must be made to Seller, in writing, specifying same in detail. Unless such claim is made within the time set forth,
    the merchandise shall be deemed to have been delivered in satisfactory condition and in accordance with
    specifications and the terms of this contract. Buyer shall afford Seller prompt and reasonable opportunity to
    inspect merchandise as to which any claim is made. The liability of the Seller for any cause whatsoever shall be
    limited to the repair or replacement of any defective merchandise. If such claim is sustained and material
    furnished is not as ordered to the satisfaction of both parties, the Seller, at sole discretion of Seller, shall repair,
    replace, or credit. Under no circumstances will the Seller be liable for damages or any claims for consequential
    damages, down time, loss of good will, or expense involved in fabrication done on production products. Seller will
    not allow claims for defective goods on those parts further processed by the Buyer and resulting in change of
    either dimensions or characteristics from parts as ordered. Buyer is required to report claims for shortages
    discrepancies and/or defects within 48 hours to Seller.
  9. DELAYS – Seller shall not be liable for failure to deliver or delays in delivery including, manufacturing delays and
    exceeding estimated completion times, in addition to causes beyond Seller’s control, including without limitation,
    fire, flood, labor disputes, act of public enemy, act of governmental authority, shortage of delays in receipt of raw
    materials, acts of God, machinery breakdowns, or delays of carriers or suppliers. In the event of any delay in
    delivery due to such causes, unless otherwise agreed, the time for delivery shall be deemed extended.
  10. SHIPMENT – In ordering, the Buyer should state explicitly the method of shipment preferred and, in the absence
    of shipping directions, the Seller will use discretion, normally shipping via United Parcel Service when packages
    are small, or common carrier, for larger and/or heavier shipments. Shipments will be insured at Buyer’s expense.
    All prices quoted for equipment are FOB shipping point.
  11. RISK OF FREIGHT LOSS & FREIGHT CLAIMS – Risk of loss or damage from the time of shipment is assumed by the
    Buyer. Unless otherwise specified by Buyer, Seller will select a regular insured commercial freight carrier and
    arrange for shipment costs to be charged to Seller and added to Buyer’s invoice. Common carrier shipments are
    “freight collect”, Seller will invoice Buyer for equipment cost, and Carrier will collect payment for shipment and
    insurance direct from Buyer. All packages and shipping containers must be inspected for damage upon arrival at
    Buyer’s plant. Any damage must be noted on the freight papers and reported immediately to the freight carrier.
    The damaged container must be kept in order to make an insurance claim. Taking a photograph of a damaged
    container is always a good practice. Failure of the Buyer to fully document and report any damaged and/or
    missing parts at the time of receipt may cause the freight carrier to reject the claim leaving the Buyer fully
    responsible for the loss.
  12. PATENTS – It is not the intention of the Seller to manufacture any product which is an infringement of a patented
    article. Where Buyer supplies specifications for parts to be made by Seller, or where Seller makes Tools, Dies or
    other equipment to produce such parts, it is agreed that the Buyer will defend and save harmless the Seller from
    any and all expense involved in any claims for damages from infringements of letters patent by the manufacture
    of such parts or the manufacturer of equipment to produce those parts.
  13. ENGINEERING CONSIDERATIONS – Where a die (or machine or parts which will require insertion of parts cutoff or
    supplied by other suppliers) is constructed, actual production SAMPLES must be supplied for fit-up or try-out
    purposes. Where dies are going to be used in HYDRAULIC PRESS, PUNCH PRESS, IRONWORKER, or machine, Buyer
    must supply Seller with all information concerning SHUT HEIGHT, STROKE, TONNAGE, ADJUSTMENTS,
  14. CLEARANCES – left to right and front to back, the size and position of all shank holes, rams, bolster plate holes,
    frame parts and any other obstructions. Note: Hydraulic Presses usually cannot be used for a die where loading is
    considerably off center. Where a machine or die requiring ELECTRICITY OR AIR is to be constructed, Buyer must
    advise Seller of the STANDARD VOLTAGES available in its plant and the pressure and AVAILABLE CFM of its
    compressor. If not supplied Seller will assume that buyer has sufficient available CFM at a minimum of 100 PSI to
    handle the job.
  15. DESIGN – All detailed blueprints of tools are considered proprietary property of Seller and if copies are desired,
    should be negotiated PRIOR to ordering. Seller GRANTS NO RIGHTS to Buyer for manufacture or reconstruction of
    proprietary assemblies or components thereof whether or not the assemblies or components are covered by one
    of Seller’s patents. All prints and drawings furnished at any time by Seller are for maintenance and repair only.
    Seller reserves all rights in equipment design and methods of utilization thereof, except those granted to Buyer by
    operation of law.
  16. PRODUCTION ESTIMATES – Production estimates are estimated only, based on our understanding of the material
    handling and equipment operation. Seller makes NO GUARANTEE that actual production rates achieved in Buyer’s
    plant will meet the estimates.
  17. TRAINING AND OR INSTALLATION – Unless otherwise stated training and/or installation ARE NOT INCLUDED in
    prices quoted. However, both are available either in the field or at our factory. If interested please request a
  18. TOLERANCES – All dimensions must be limited by specified tolerance. When not specified, it is understood that
    commercial tolerances apply. When Buyer purchases pursuant to his own specification, the Seller will not be
    responsible for the design and fitting of parts: the conforming of the Seller’s product to the specified tolerances is
    sufficient evidence as to the correctness of the product. Where tolerances on production parts are closer than
    commercial limits, or when dimensions cannot be readily gauged with micrometers, such gauges may be
    furnished by Buyer or supplied by Seller at an extra charge. Tooling built to manufacture parts to meet a
    customer’s blueprints, which produces parts that conform to the tolerances specified, is sufficient evidence as to
    the correctness of the product.
  19. SAFETY – Seller is concerned about the safety of Buyer’s however, it is impossible or impractical, in most cases, for
    Seller to build guards for dies which will be used in a punch press. These require that the press or machine, itself,
    be guarded so that no one can reach in or place any part of their body into the press or machine while the press
    or machine is cycling. Note: Federal Law Provides: “IT SHALL BE THE RESPONSIBILITY OF THE EMPLOYER
    not warrant that any safety devices or features if supplied with its equipment meet the requirements of any local,
    state, federal, or foreign laws or regulations, including those issued under OSHA. Should the Buyer require any
    additional devices or features, they should be specifically identified, and Seller will amend its quotation
  20. INDEMNITY – Buyer shall use and shall require its employees to use all safety devices, guards, and proper safe
    operation procedures as set forth in manuals and instructions furnished by Seller or required by the Occupational
    Safety and Health Administration (0SHA). Buyer shall not remove or modify any such device, guard or warning
    sign. Buyer shall notify Seller promptly and in any event within seven days, of any accident or malfunction
    involving Seller’s product which results in personal injury or damages to property and shall cooperate fully with
    Seller on investigating and determining the cause of such accidents or malfunctions. Buyer agrees to indemnify
    and save Seller harmless from any claim arising from such accident or malfunction.
  21. COMPLIANCE WITH LAWS – Seller agrees to comply with all applicable State, Federal and Local Laws, Rules and
    Regulations and Fair Labor Standards Act of 1938 as amended. Executive Order 11246 Equal Employment
    Opportunity Act as amended.
  22. SEVERALTY – Each provision of this contract is severable from every other provision, and if any provision should be
    held to be unenforceable or void, it shall be treated as if deleted here from, and the remainder of this contract
    shall be enforced according to its terms.
  23. SECURITY INTEREST – This agreement is intended to and does create, and Buyer grants to Seller, a security
    interest in the merchandise herein above described to secure the performance or payment of the obligations of
    the Buyer to Seller hereunder. Seller shall have the right in addition to all others it may possess, at time, for credit
    reasons, to withhold shipments, recall goods in transit, and retake and repossess all tooling, parts, and goods
    which have been delivered to the Seller and for these purposes Seller retains title until he has received payment
    in full. Buyer hereby represents and warrants, in writing, that it is solvent within the meaning of the Federal
    Bankruptcy Law and can pay its debts as they become due and in the event of misrepresentation of said solvency
    Seller will be entitled to reclamation of all goods not paid for.
  24. CONTRACT – This contract constitutes the entire understanding and agreement between Seller and Buyer with
    regard to all matters herein. There are no other agreements, conditions or representations, oral or written,
    express or implied, with regard thereto. This contract may be amended only in writing, signed by both Seller and
  25. ANTI-CORRUPTION; EXPORT CONTROLS – Buyer agrees that it shall, and that any party retained by the Buyer
    shall, comply with all applicable laws including, but not limited to, laws prohibiting public corruption and
    commercial bribery. Buyer further agrees that it shall and that any party retained or paid by the Buyer shall,
    comply with all applicable export controls, economic sanctions, embargoes, and regulations regarding the export,
    re-export, distribution and sale of the Products, including without limitation U.S. Export Control laws. Regulations,
    policies, and executive order as may be amended from time to time. Buyer further agrees that it shall not, and any
    party retained or paid by Buyer shall not export or re-export the Products, directly or with its knowledge,
    indirectly into Sudan, Cuba or Iran or to any other country for which the United States government (or agency
    thereof) may require an export license or other approval or any country, person, or entity to which such export or
    re-export may be prohibited by applicable United Stated law, regulation, policy or executive order. Failure to
    comply strictly with all applicable laws relating to embargoes, sanctions, export or re-export shall be grounds for
    immediate termination of this Agreement by Seller. Notwithstanding anything to the contrary contained in any
    agreement between Seller and Buyer or in any other document (including purchase terms and conditions) or
    instrument relating to the products, Seller will not comply with requests related to the boycott of any country or
    other jurisdiction, except to the extent such boycott is required by or otherwise not consistent with United States
  26. CONFLICT MINERALS- Must be in conformance with the Dodd-Frank Act, Section 1502.
  27. CHANGES – Whenever possible Seller will try to accommodate details, and modifications desired by our
    customers. However modifications that are above and beyond those originally quoted will be charged on a time
    and material basis.
  28. FAIR LABOR STANDARDS ACTS – Seller hereby certifies that these goods were produced in compliance with all
    applicable requirements of Section 6, 7, and 12 of Fair Labor standards act, as amended, and of regulations and
    orders of the United States Department Of Labor issued under Section 14 thereof.
  29. F.O.B. – Shipping point, 25700 D’Hondt Court, Chesterfield, MI 48051, unless otherwise noted. (Items and
    machines, not manufactured by Seller will be F.O.B. manufacturer or other distribution center).
    *We withhold the right to change, modify or withdraw content of these terms & conditions at any time with or without notice.