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Terms & Conditions



General:
Your use of this website constitutes your agreement to accept the following Terms and Conditions. manroland Inc. reserves the right to update or modify these Terms and Conditions at any time without prior notice. Your use of this website following any such change constitutes your agreement to follow and be bound by the Terms and Conditions as changed.

The Content of this website, and the site as a whole, is intended solely for use by the users of our site.
You may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the contents of this website without first obtaining written permission from manroland Inc.

Correction of Errors and Inaccuracies:
In rare situations, the information on this website may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order). Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. We apologize for any inconvenience this may cause you.

LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, SHALL manroland INC. OR ANY OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS WEBSITE.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF manroland INC. HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

Terms and Conditions Governing All Orders:
manroland PARTS ORDERS ARE SUBJECT TO THE FOLLOWING PROVISIONS: (AS OF 1/1/96)

1. ACCEPTANCE OF ORDER: This order constitutes Buyer’s offer to purchase the materials, services and articles, all of which are herein called “articles” described elsewhere in this order, in accordance with its provisions which include the provisions incorporated herein by reference. Acceptance of the offer represented by this order is expressly limited to the provisions hereof, signing and returning the acknowledgement copy of this order (if attached hereto) or, in any event, delivery in whole or part of the articles to be furnished hereunder shall constitute acceptance of this order. This is the entire contract and no additional or different terms of any kind whatsoever are binding on Buyer unless they are in writing and signed by an authorized representative of Buyer’s purchasing department.

2. SHIPPING INSTRUCTIONS: (a) On date of shipment, send original bill of lading, airbill or express receipt reflecting this order to Buyer’s Traffic Department and one copy of Notice of Shipment to Buyer’s Purchasing Department, (b) Do not deliver ahead of schedule unless authorized by Buyer. Describe shipments in accordance with the carrier’s tariffs to obtain lowest freight rate. Do not insure or declare value on shipments beyond F.O.B. point. When a shipment is subject to freight rates dependent upon value, annotate the bill of lading, airbill or express receipt to show that the shipment is released at the maximum value which applies to the lowest rate provided in applicable tariffs. If the value of any one shipment exceeds $200,000 notify Buyer’s Traffic Department by collect wire in advance of shipment. Consolidate all shipments to be forwarded on one day. (c) Articles furnished in excess of the quantity specified or in excess of any allowable overage will be retained by Buyer at no additional cost, unless Seller notifies Buyer within 45 days after shipment that it desires the return thereof. Seller will reimburse Buyer for the full cost of returning such overshipment or a minimum charge of $50.00 whichever is higher. No notification will be given to Seller of any overshipment unless the value thereof exceeds $150.00. (d) Mail original and two duplicate invoices to Buyer’s Accounting Department when articles are shipped. STATE SHIPPING POINT ON ALL INVOICES. Each case or parcel and accompanying packing list of contents must show Buyer’s order number. If no packing list accompanies the shipment, Buyer’s count will be conclusive on Seller.

3. PACKAGING AND EXTRAS: No charges will be allowed for transportation, packaging, packing or returnable containers unless stated in this order. All shipments must be packaged and must conform with Buyer’s packaging specification referred to elsewhere in this order. If any, so as to permit efficient handling and to provide protection in shipment, and if tendered to a common carrier for delivery, must also conform to the packaging requirements applicable to such carrier. Damage to any articles resulting from improper packaging will be charged to Seller.

4. WARRANTY: Unless otherwise agreed to in writing by the parties, including an authorized representative of Buyer, Seller warrants that articles ordered will conform to any drawings, specifications, samples or other description furnished or adopted by Buyer, and will be fit and sufficient for the purpose intended, and that all articles will be merchantable, of satisfactory material and workmanship, and free from defects. Such warranties, together with Seller’s service warranties and guarantees, if any, shall survive inspection, test, acceptance of, and payment for the articles and shall run to Buyer, its successors, assigns and customers. The term of Seller’s warranty shall be at least twelve months commencing upon the enduser placing the article into commercial operation. Except for latent defects, fraud or such gross mistakes of Seller as amount to fraud, notice of any defect or nonconformity must be given by the Buyer to the Seller within two (2) years after the article is placed into commercial operation. In the event of any nonconformity to the warranty, Buyer and its customer shall be entitled to, at Seller’s expense, any and all necessary parts and labor to promptly repair or replace the part(s) not so conforming to the warranty. Buyer may, at its option, either return for credit or refund or require prompt correction or replacement of the defective or nonconforming article or part thereof. The return to Seller of any defective or nonconforming article and delivery to Buyer of any corrected or replaced shall be subject to the provisions of this clause and the clause hereof entitled “Inspection” in the same manner and to the same extent as articles originally delivered under this order, but only as to the corrected or replaced part or parts thereof.

5. INSPECTION: All articles shall be subject to inspection and test at all times and places, including the period of manufacture, by Buyer. Such inspections and test shall be performed in such a manner as not unduly to delay the work. All articles are also subject to final inspection and acceptance at Buyer’s plant notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after delivery.

6. TERMINATION: Buyer shall have the right to terminate this order or any part thereof at any time: (a) Without Cause – in case of termination by Buyer of all or any part of this order without cause, any termination claim must be submitted to Buyer within sixty (60) days after the effective date of termination. The provisions of this subparagraph shall not limit or affect the right of Buyer to terminate this order for cause and shall not apply to a termination for cause. (b) For Cause – If Seller fails to make any delivery in accordance with the agreed delivery date or schedule or otherwise fails to observe or comply with any of the other instructions, terms, conditions, or warranties applicable to this order or fails to make progress so as to make progress so as to endanger performance of this order or in the event of any proceedings by or against Seller in bankruptcy or insolvency or appointment of a receiver or trustee or an assignment for the benefit of creditors. Buyer may, in addition to any other right or remedy provided by this order or by law, terminate all or any part of this order by telegraphic or other written notice to Seller without any liability by Buyer to Seller on account thereof. Buyer may require a financial statement from Seller at any time during the term of this order for the purpose of determining Seller’s financial responsibility. In the event of termination for cause, Buyer may produce or purchase or otherwise acquire articles elsewhere on such terms or in such manner as Buyer may deem appropriate and Seller shall be liable to Buyer for any excess cost or other expenses incurred by Buyer.

7. PATENT INDEMNITY: Seller hereby indemnifies Buyer, its successors, assigns, agents, customers and users of the articles against loss, damage, or liability, including costs and expenses, including attorneys’ fees, which may be incurred on account of any suit, claim, judgment or demand involving infringement or alleged infringement of any patent rights in the manufacture, use or disposition of any articles supplied hereunder, provided Buyer shall notify Seller of any suit instituted against it and, to the full extent of its ability to do so, shall permit Seller to defend the same or make settlement in respect thereof. Buyer does not grant indemnify to Seller for infringement of any patent, trademark, copyright or data rights.

8. EXCUSABLE DELAYS: Neither party shall be liable for damages for delay in delivery arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. If the delay is caused by the delay of a subcontractor of Seller and if such delay arises out of causes beyond the reasonable control of both Seller and the subcontractor, and without the fault or negligence of either of them, Seller shall not be liable to Buyer in damage unless the articles or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Seller to meet the required delivery schedule. Seller will notify Buyer in writing within ten (10) days after the beginning of any such cause.

9. ASSIGNMENT: Neither this order nor any rights or obligations herein may be assigned by Seller nor may Seller subcontract in whole, or substantially in whole, the performance of its duties hereunder, without, in either case, Buyer’s prior written consent. The terms and conditions of this order shall bind any permitted successors and assigns of Seller. Any consent by Buyer to assignment shall not be deemed to waive Buyer’s right to recoupment and/or set off claims arising out of this or any other transactions with Seller, its divisions, affiliates, or subsidiaries, or to settle or adjust matter with Seller without notice to permitted successors and assigns.

10. CHANGES: Buyer may at any time, by a written notice, make changes in the specifications, designs, or drawings, samples or other description to which the articles are to conform, in methods of shipment and packaging, or place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this order, whether changed or not by any such order, an equitable adjustment shall be made in the price or delivery schedule, or both, and this order modified in writing accordingly. Any claim by Seller for an adjustment must be made in writing within thirty (30) days of the receipt of any such notice, provided, however, that Buyer may, in its discretion, receive and act upon any such claim so made at any time prior to final payment under this order. Nothing in this clause shall excuse the Seller from proceeding without delay to perform this order as changed.

11. INFORMATION: (a) Drawings, data, design, inventions, computer software and other technical information supplied by Buyer shall remain Buyer’s property and shall be held in confidence by Seller. Such information shall not be reproduced, used or disclosed to others by Seller without Buyer’s prior written consent, and shall be returned to Buyer upon completion by Seller of its obligations under this order or upon demand. (b) Any information which Seller may disclose to Buyer with respect to the design, manufacture, sale or use of the articles covered by this order shall be deemed to have been disclosed as part of the consideration for this order, and Seller shall not assert any claim against Buyer by reason of Buyer’s use thereof.

12. BUYER’S PROPERTY: (a) All property used by Seller in connection with this order which is owned, furnished, charged to or paid for by Buyer including, but not limited to, materials, tools, dies, jigs, molds, patterns, fixtures, equipment, drawings and other technical information, specifications, and any replacement thereof, shall be and remain the property of Buyer subject to removal and inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller’s premises for the purpose of inspecting or removing such property. All such property shall be identified and marked as Buyer’s property, used only for this order and adequately insured by Seller at its expense for Buyer’s protection. Seller shall assume all liability for and maintain and repair such property and return the same to Buyer in its original condition, reasonable wear and tear excepted, and when such property is no longer required hereunder, Seller shall furnish Buyer with a list thereof and shall comply with any Buyer disposition instructions applicable thereto. Buyer shall not be obligated to pay any invoices for tooling until the first article produced therefrom shall have been received and accepted. Not withstanding the foregoing upon written notice to Buyer and to the extent such use will not interfere with Seller’s performance of this or other orders from Buyer in effect at the time Seller enters into a direct contract with the U.S. Government, Seller shall have the right to use Buyer’s property in the manufacture of end items for direct sale to the U.S. Government to the extent the Government has the right under its prime contracts with Buyer to authorize such use by Seller, provided that, to the extent practicable. Seller prominently identifies each such end item as being manufactured by Seller for direct sale to U.S. Government. (b) Materials, excluding Government Property, furnishing by Buyer on other than a charge basis in connection with this order shall be deemed to be held by Seller as bailee thereof. Seller agrees to pay Buyer’s replacement cost for all such material spoiled or otherwise not satisfactorily accounted for otherwise not satisfactorily accounted for over and above 2% thereof allowable for scrap loss.

13. GRATUITIES: Seller warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities to Buyer’s employees, agents or representatives with a view toward securing this order or securing favorable treatment with respect thereto.

14. UTILIZATION OF SMALL BUSINESSES AND SMALL DISADVANTAGED BUSINESS, WOMEN-OWNED BUSINESS, AND LABOR SURPLUS AREA CONCERNS: To support Government policy as declared by the Congress, and as consistent with the efficient performance of this order, Seller agrees to accomplish a maximum amount of subcontracting to small business and small disadvantaged business concerns and to use its best efforts to place subcontracts hereunder with subcontractors who will perform such subcontracts substantially in areas of persistent or substantial labor surplus when it can be done at prices no higher than are obtainable elsewhere observing exemptions and preferential order established by applicable Government regulations.

15. COMPLIANCE WITH LAWS: To the extent hereto, Seller shall in the performance of this order comply with: the Fair Labor Standards Act of 1938 (29 U.S.C. 201-219); the Walsh-Healey Public Contracts Act (41 U.S.C. 35- 45); the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333); laws prohibiting the use of convict labor, all other federal, state, and local laws; all regulations and orders issued under any applicable law. Seller warrants that the equipment to be furnished hereunder complies with the Occupational Safety and Health Act of 1970 (29 U.S.C. 651-678) and the Radiation Control for Health and Safety Act of 1968 (42 U.S.C. 263 b-n) and all applicable regulations and standards promulgated thereunder.

16. NOTICE TO BUYER OF LABOR DISPUTES: (a) Whenever Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Seller shall immediately give notice thereof, including all relevant information, with respect thereto, to Buyer. (b) Seller agrees to insert the substance if this clause, including this paragraph (b), in any subcontract hereunder as to which a labor dispute may delay the timely performance of this order.

17. EFFECT OF INVALIDITY: The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision.

18. RIGHTS, REMEDIES AND WAIVERS: The rights and remedies provided Buyer herein shall be cumulative, and in addition to any other rights and remedies provided by law or equity. A waiver of a breach of any provision hereof shall not constitute a waiver of any other breach. The laws of the state of Illinois shall apply in the construction hereof.

19. BUYER APPROVALS AND REVIEWS: The review or approval by Buyer of any work hereunder of any designs, drawings, specifications or other documents prepared hereunder shall not relieve Seller of any of its obligations under this order nor excuse or constitute a waiver of any defects or nonconformities in any articles furnished under this order or change, modify or otherwise affect any of the provisions of this order, including, but not limited to, the prices and delivery schedules contained herein.

20. TAXES: Seller is liable for and shall pay taxes, impositions, charges and exactions imposed on or measured by this order except those Buyer specifically agrees or is required by law to pay and which are separately stated on Seller’s invoice. Prices shall not include any taxes, impositions, charges and exactions for which Buyer has furnished an exemption certificate.

21. TIME: Time is of the essence in the performance of this order by Seller.

22. TITLE: Except if title has heretofore passed to Buyer or Buyer’s customers under other provisions of this order, title to the articles shall pass to Buyer upon delivery of the articles to the F.O.B. point named herein.

23. HAZARDOUS MATERIALS: Seller shall notify Buyer of every article ordered hereunder which contains material hazardous or injurious to the health or physical safety of persons even though said hazard or injury may only occur due to mishandling or misuse of the articles. In addition, Seller shall identify the hazardous or injurious material and notify Buyer of the effects of such material on human beings and the physical manifestations that could result. For each article so identified, Seller shall supply Buyer warning labels or instructional material appropriate to warn persons coming in contact therewith of the hazard and its effects.

24. INDEMNIFICATION: Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required (a) to recall from Buyer’s customers or others any articles furnished hereunder or an end product employing any such articles as a part or component thereof and (b) to repair, replace or refund the purchase price of such articles or end product, provided that such recall and such repair, replacement or refund is based upon a defect, whether of design or manufacture in the articles furnished by Seller or the failure of such articles to conform to any standard to which such articles are required by law to conform or the failure of the articles to conform to any specification or standard to which it is ordered which creates the reasonable possibility of injury to persons or property. In addition, Seller agrees to protect, defend, indemnify and hold harmless Buyer from and against all claims (including but not limited to product liability and strict liability claims) losses, damages (including but not limited to actual, consequential and incidental damages), causes of action, suits and liabilities of every kind, litigation and court costs, and attorney fees for injury to or death of any person, or for damage to property or property rights, arising out of or relating to the article, its sale, transportation, installation, erection, testing, operation, maintenance repair, use or non-use.

25. PRICING: Seller represents that the prices charged for the articles covered by this order are the lowest prices charged by Seller to buyers of the same class as Buyer under conditions similar to those specified in this order and that prices comply with applicable government regulations in effect at time of quotation, sale or delivery. Seller agrees that any price reduction made in the articles covered by this order subsequent to its placement but prior to payment therefor will be applicable to it.

26. AMENDMENTS: These terms and conditions of sale contain all terms and conditions governing the sale of the Articles as set forth in these terms and conditions of sale and may not be modified or amended except by an agreement duly executed by the parties. Terms and conditions contrary to any provision herein does not bind the Buyer without written consent from an authorized representative of the Buyer.

27. REGULATORY LAWS AND STANDARDS: Seller warrants that articles shall conform to any federal, state, or local laws, ordinances, regulations, codes or standards.

28. NOTICES: (a) Any notice required to be given under the provisions of this Agreement shall be given in writing by registered mail, addressed to such party at its address herein set forth or such other address as it may hereafter direct by notice in accordance herewith. (b) Any notice required to be given under the provisions of this Agreement may also be given in writing by telefax. However, to be valid, the recipient party of the telefax must also receive the original notification within ten (10) days after the date the telefax was sent. Confirmation of notices must be mailed pursuant to (a) of this provision.

29. FURTHER DOCUMENTS: The Seller agrees to execute and deliver any and all other documents which may be required by any statute or law applying thereto in order to convey good title to the Articles to the Buyer at the time of delivery thereof and carry out the intent and purposes of this Agreement.

30. HEADINGS: The headings contained in these terms and conditions of sale are included for mere convenience of reference and shall not affect the language included herein.

31. GENERAL: THIS PURCHASE ORDER CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ANY OTHER AGREEMENT WHETHER WRITTEN OR ORAL THAT MAY HAVE BEEN ENTERED INTO. THIS PURCHASE ORDER SHALL BE GOVERNED BY THE LAWS OF ILLINOIS. SELLER AND BUYER CONSENT, AGREE, AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE APPROPRIATE STATE COURT IN DUPAGE COUNTY, ILLINOIS, OR FEDERAL COURT IN THE NORTHERN DISTRICT OF ILLINOIS TO RESOLVE ALL DISPUTES, CONTROVERSIES, DISAGREEMENTS, SUITS, OR PROCEEDINGS ARISING FROM OR RELATED TO THIS PURCHASE ORDER.

“Seller certifies and represents that in the performance of this order it will comply with the provisions of all applicable federal, state and local laws, regulations, rules, and orders. Any provision which is required to be a part of this order by virtue of any such law, regulation, rule, or order is incorporated herein by reference: including but not limited to Executive Order 11246, as amended: Section 503 of the Rehabilitation Act of 1973, as amended; Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended, and their respective implementing regulations”.

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