Great Lakes Sound & Vibration Inc. which may be referred to as “GLSV” is providing an Estimate to [The Customer], which may be referred to as “Client”. Therefore GLSV and Client Agree:
1.1 No Pre-acceptance Obligations. Prior to acceptance of this Estimate: a) GLSV is not obligated to perform the services or the product(s) describe in this Estimate; b) Client is not obligated to pay for the services or product described in this Estimate; and c) nor is payment required for the Estimate.
1.2 Obligations Post-Acceptance. Client agrees any resulting Purchase Order or Work Directive that results from this Estimate, or from a written modification of this Estimate, shall be bound by the Terms described in the Estimate.
1.3 Mutuality. Upon acceptance of the Estimate by Client, Client agrees that the Terms are mutually arrived at, and shall be treated as mutually and knowingly drafted and accepted.
2.0 Terms Defined. Term(s) shall be defined by the incorporation of Paragraphs 2.1-3.0 and 5.0, in addition to the meanings ascribed within the written estimate.
2.1 Form of Acceptance of Estimate. Forms of acceptance include but are not limited to: electronic purchase orders, written purchase orders, letters of intents, verbal start work directives, “Green light”, and or other electronic including voice messaging, text messaging, electronic mail, written, or verbal instruments of acceptance communicated by any media to GLSV by Client.
2.2 Rate Basis. All “Work”, meaning: manufacturing, fabrication, design, or prototype, described in the Estimates contain a description of the work and services involved that serve as a Basis for the Estimate when quoted. If Basis is unspecified, the Basis will be assumed to be Time (Hourly Rate described) and Materials (Cost of Materials, Consumables, and Supplies used to produce the goods or services described in the Estimate.) GLSV management reserves the right to allocate work to the labor classification that is deemed appropriate by GLSV management.
2.3 Initial Prepayment. GLSV may require a prepayment. The amount of any prepayment will be described in the body of the Estimate if applicable.
2.4 Invoice Submission. GLSV will submit invoices bi-weekly, unless otherwise specified, for any work undertaken upon acceptance of the Estimate.
2.5 Due Date. All invoices are to be paid 30 days net, unless alternative payment terms are agreed upon in writing.
2.6 Past Due Amounts. Delinquent invoices will be subjected to maximum allowable fees and charges as set forth in the Estimate.
2.7 Commencement. GLSV reserves the right to initiate Work on or before receipt of prepayment if applicable.
2.8 Shipping Terms. All items are delivered FOB Houghton Michigan.
3.0 Rejection of Nonconforming Goods and Services and Express Warranty. Any claim of rejection of goods, or claims for rework related to any services deficiencies, material credits, or imperfections will not be considered by GLSV unless they are made within 60 days after delivery, and will be strictly barred. It is Client’s responsibility to inspect the completed components, including work performed within this 60 days to ensure that the component has met the requirements. Any claimed deficiency must be presented, and product returned to GLSV prior to 60 days for any further processing, assembly, rework, or other work is undertaken on the goods or Work. Any further processing on the component or assembly of the component by the Client or any other party shall constitute a waiver of any liability on GLSV’s Work. GLSV liability shall not exceed the cost of work performed by GLSV, or cost of part, unless otherwise agreed to in writing. GLSV Expressly warrants that the parts will conform to the specifications for a period of 60 days, any other warranties including implied warranties of fitness, design , and merchantability are disclaimed. All work shall be interpreted as a sale of goods, and as such be controlled by Michigan’s adoption of the Uniform Commercial Code as it applies to the sale of goods, even if engineering services are performed. Any Engineering and design services will only be provided for under a separate written agreement.
4.0 Indemnification. Upon acceptance of work performed (Services) or hardware manufactured (Goods), Client agrees to indemnify GLSV for any costs arising out of litigation due to alleged defects, including design, manufacturing, merchantability of any Services or Goods.
5.0 Definitions.: (a) “Estimate” or “The Estimate” shall include all work or product proposed and conditions imposed on the attached document entitled Estimate; (b) “Green Light” is oral or written, acceptance of the Terms and those embodied within the Estimate; (c) “Written”, when used, refers to all types of written media including handwritten, electronic mail, sms and text messaging, and any documents will be presumed sent and signed if they come from the senders e-mail account, a designee of the Email such as an assistant, project manager, or from the signers cell phone; (d) “Warranty expressed or implied” shall be as defined by the Michigan Adoption of the UCC for goods, and for work in progress, the warranties for goods under the UCC shall apply, as such, this agreement shall be interpreted at all times as controlled by UCC Sale of Goods, as adopted in Michigan.
6.0 Verification. Client will verify physical receipt of parts, and if there is a discrepancy in quantity, Client will inform GLSV of such discrepancy within 10 days.
7.0 Confidentiality. All quotes, terms and conditions of agreements and estimates are for internal use only and shall remain confidential.
8.0 Full Order. Prices are based on the full order.
9.0 Waiver. Any waiver, accommodation, or lack of enforcement of the Terms of this Agreement or Estimates by GLSV, does not constitute waiver of any condition, and GLSV will have the right to enforce the condition any time thereafter, unless otherwise agreed to in writing.
10.0 Integration. This agreement is fully integrated, as such all obligations and promises made are fully incorporated within this document and the Estimate, any modification shall be in writing.
11.0 Governing Law. Should any conflict, or breach of this agreement arise, all litigation shall occur in Houghton County, Michigan, and be controlled by Michigan Law to the extent that federal law does not preempt.