Welker Customer Terms and Conditions

Conditions for Acceptance of Request for Quote or Purchase Order

These Terms and Conditions are the exclusive terms under which Welker sells products to its customers. These Terms and Conditions are specifically incorporated into and made a part of any agreement or contract between Welker and any purchaser of products.

Definitions

'Welker' is Welker Engineered Products Inc., 1401 Piedmont, Troy, Michigan, which is the supplier of the Goods.

'Confidential Information' shall include product information and plans, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, blueprints, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, patent applications, know-how, experimental results, specifications and other business information and trade secrets of Welker, its dealings or transactions with any of its suppliers, agents distributors or customers, as well as any and all analyses, compilations, work product, studies and other data or material prepared by or in the possession or control of the Purchaser, which contain, include, refer to or otherwise reflect or are generated from any Welker Confidential Information or Intellectual Property.

'Contract Documentation' consists of the Request for Quote, the Purchase Order (except as noted below), these Terms and Conditions, the Specifications, the delivery schedule (if applicable) and any other documents specified in the Purchase Order or signed by the Parties, all of which may be referred to as the "Agreement."

'Goods' are the materials, products, assemblies and/or services identified in the Purchase Order and are the subject matter of the Agreement.

'Intellectual Property' shall include but not be limited to all inventions, discoveries, techniques, processes, methods, formulae, ideas, technical data and specifications, testing methods, research and development activities, computer programs and designs (including improvements and enhancements and regardless of patentability), trade secrets and know-how, all copyrightable material that is conceived, developed, or made by Welker, alone or with others.

'Purchaser' is the issuing person, firm, company, authority, or corporation indicated on the Purchase Order or Request for Quote.

'Purchase Order' is the Welker form that records the details and Specification of the Goods to be provided by Welker to the Purchaser.

'Purchase Price' is the price to be paid to Welker by the Purchaser in accordance with the Agreement as stated on the Purchase Order.

'Approval Drawing' is the drawing template for custom components which have part numbers beginning with S0. The drawing template ensures that the design inputs supplied by the Purchaser have been met. A signed Approval Drawing is required to initiate a Purchase Order.

'Specification' is represented by the part number(s) entered onto the Purchase Order, or means any specification for the Goods that has been agreed by the Parties in writing from time to time.

'Advanced Payment' is a payment required before processing the order.

'Pre-pay/ship' is a payment required before material is released for shipment.

1. Sale of Goods by Welker to Purchaser

1.1. Welker will agree to sell Goods to Purchaser under these Welker Terms and Conditions. The Purchaser will provide a purchase order or a letter of intent (LOI) that will describe the Goods to be provided and the other terms related to the sale of Goods. If working from an LOI, the shipment will not be released until the purchase order has been received by Welker. No other terms or conditions contained in any other such order document will apply and are explicitly objected to and rejected by Welker.

1.2. There will be no valid or binding agreement for the sale of special order (S0) Goods unless the Purchaser agrees with Welker’s S0 proposal template. The Purchaser must sign and return the S0 template to Welker to initiate a Purchase Order.

1.3. The quoted Purchase Price is valid for 30 days. There is a minimum domestic order amount of $50 in US currency and a minimum international order amount of $100 in US currency.

1.4 The delivery date provided on the order confirmation from Welker to the Purchaser, reflects the Welker ‘ready to ship’ date.

2. Delivery

2.1. Welker will endeavor to have the Goods ready for the ‘ready to ship’ date per the order confirmation. Welker shall not be liable to the Purchaser for any losses caused to the Purchaser by late delivery of the Goods.

2.2. Delivery terms are Ex Works Welker's location. It is a condition of this Agreement that the Purchaser shall collect and take ownership of delivery of the Goods at Welker's location.

2.3. Purchaser will give Welker instructions for the delivery at the Purchaser's expense. The Purchaser assumes all risk once the Goods have been loaded onto the customer specified carrier.

2.4. If the Purchaser receives the Goods in their facility and it is determined that the Goods were damaged by the carrier, it is the responsibility of the Purchaser to contact the carrier. If the Purchaser deems that the product is damaged by Welker, the Purchaser must provide a picture of the packaging, the damaged parts and all shipping documentation and send it to Welker prior to requesting replacement material. If this is not completed, Welker will not be liable for the damaged product(s).

2.5 Welker shall give the Purchaser notice of any loading delay and the reasons for the loading delay.

3. Quantities

3.1. Welker will always endeavor to meet Purchaser's delivery schedule but may work out a delivery schedule of installments with Purchaser.

3.2. The purchaser will reserve the right to accept the over/under quantity from the original purchaser’s request prior to shipment. An over quantity will require new invoicing at the original price point. An under quantity will require the purchaser’s order to be complete. If the purchaser denies the over/under quantity, the seller shall accommodate to the purchaser’s original request.

4. Limited Warranties; Disclaimer

4.1. Standard Limited Warranty. Welker warrants to its customers purchasing products manufactured by Welker that such products are free from defects in workmanship and materials. Any discrepancies must be reported within 30 days. Welker will evaluate any claimed defect and will repair defects in its manufactured product determined by Welker to be the result of defective workmanship and /or materials or replace the products. This warranty automatically expires three years from the date of Welker's delivery of the products to Purchaser.

4.2. Third Party Products. Products produced by other manufacturers and incorporated into Welker products carry that manufacturer's warranty.

4.3. Special Warranty Provisions. Welker provides certain Goods that carry different warranties or have special requirements for the warranty to be valid.

  4.3.1. Friction rollers require conservation circuits to prevent excessive heat buildup. All Friction roller applications require an application sign off from Welker engineering.

  4.3.2. Pin clamp cartridges carry our standard limited warranty for quality and workmanship. Welker does not warranty for mis-applied applications that cause infant mortality of the cartridge.

  4.3.3. Warranty for Dimplers is limited to 1,000,000 cycles or 3 years, whichever occurs first.

  4.3.4. Dimples are considered perishable tooling and carry our standard limited warranty for quality and workmanship.

4.4. Exclusions. Welker's limited warranty will be void if Welker determines the product(s) were misapplied, abused, or modified by Purchaser or any other party.

4.5. RMA Required. Any product claimed by the Purchaser to be defective in workmanship or materials must be returned to Welker with freight pre-paid for evaluation. A Returned Material Authorization (RMA) number is required for all returns. Purchaser should call 800-229-0890 to obtain the RMA. Welker shall not be liable for labor cost incurred in the removal of a Welker component (defective or not) or the installation of any replacement component in the customer’s facility. If RMA evaluation recommends warranty repairs, Welker will fix the component without cost to the customer. If RMA evaluation recommends non-warranty repairs, a detailed repair quote will be provided to the customer, which will include a line item for an evaluation fee. If the Purchaser chooses not to repair the part, the evaluation fee is still required. If the Purchaser issues a purchase order for a new replacement component, the evaluation fee is waived. Purchaser will have 3 weeks to move forward with the repair/refurbishment or the item(s) will be returned with an evaluation fee.

5. Duties of the Purchaser

5.1. Purchaser shall be responsible to Welker for ensuring the accuracy of the terms of any Contract Documentation and for giving Welker any necessary information relating to the Goods within a reasonable time to enable Welker to perform the Agreement in accordance with its terms. If the Goods are to be manufactured or any process is to be applied to the Goods by Welker in accordance with Purchaser's Specifications in the Contract Documentation, the Purchaser agrees to indemnify Welker against all loss, damages, costs and expenses awarded against or incurred or paid or agreed to be paid by Welker in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Welker's use of the Specification.

5.2. The Purchaser shall not (unless Welker gives prior written permission) resell any Goods supplied under the Agreement from which any label or logo has been removed or altered.

6. Price and Payment

6.1. Welker shall invoice the Purchaser for the price of the Goods on or at any time after the Goods are delivered or tendered for delivery. Where the Goods are to be collected by the Purchaser, Welker may invoice the Purchaser on or at any time after Welker has notified the Purchaser that the Goods are ready for collection. When a Purchaser has a history of late, no payments or no established credit, for past or current orders to Welker, an advance payment prior to processing of the order is required. The price of the Goods shall be Welker's quoted price. The price is exclusive of any applicable taxes imposed on the sales of goods or services, including any value added tax, which the Purchaser agrees to pay to Welker unless a valid exemption certificate is provided to Welker at the time of the Purchase Order.

6.2. Payment in full of the Purchase Price is due 60 days from the date of Welker's invoice on open accounts. Visa and Master Card are accepted forms of credit card payment. A 3.5% convenience fee will be added for the use of credit cards.

6.3. If the Purchaser fails to pay in full on the due date for payment any amount due to Welker, then, without prejudice to any other right or remedy available to Welker, Welker shall notify the purchaser and may cancel any other orders from Purchaser or suspend any further deliveries to the Purchaser by placing them on credit hold.

6.4. Special Invoicing Requirements; Return Charges. All in-process orders for specials and non-standard parts with a request of cancel, will have cancellation charges applied for the sunk costs incurred by Welker. All orders for non-standard parts and custom slides that have been shipped will not be accepted for return. Re-stocking fees will be applied for all pre-approved returns of any standard catalog products returned to Welker in new and unused condition.

  6.4.1 Regarding all new orders with quotations at the dollar amounts listed below, customers must go through the vetting process with Welker accounts receivable to determine if their payment history is approved and if it's acceptable to waive the deposit requirement or not.
 

Purchase Orders From:	Orders Totaling:	Funds Required:
Domestic Customers. North America (With Terms)	Less than $69,000	Process the purchase order. No deposit required. Management reserves the right to change for special circumstances.
Domestic Customers. North America. (With Terms)	Over $70,000	25% deposit* required prior to processing and the remainder is net terms. Management reserves the right to change for special circumstances.
Customers Non-Domestic & Domestic. (No Terms):	All Values	50% deposit* required prior to processing and 50% due prior to shipping. Management reserves the right to change for special circumstances.

*Deposits are non-refundable

7. Reliance; Corrections

7.1. Any advice or recommendation given by Welker's employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods which are not confirmed in writing by Welker are followed or acted upon entirely at the Purchaser's own risk, and accordingly Welker shall not be liable for any such advice or recommendation.

7.2. Any typographical, clerical or other error or omission in any of the Contract Documentation, sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Welker shall be subject to correction without any liability on the part of Welker.

8. Limitation on Damages

The entire liability of Welker under or in connection with this agreement and with respect to any claim shall not exceed the price paid by purchaser for the goods that are related to the claim.

9. Limitation on Liability

Under no circumstances shall Welker be liable to purchaser or anyone else for incidental, consequential, exemplary, special or punitive damages whether direct or indirect, including, but not limited to, lost profits, down time or personal injury, arising out of or related to any goods or any products sold or manufactured by Welker.

10. Insolvency of Purchaser

In the event that the Purchaser ceases to operate, becomes insolvent, is subject of any voluntary or involuntary insolvency proceeding or makes any voluntary or involuntary arrangement with its creditors, Welker shall be entitled to cancel the Agreement, or any order placed by Purchaser or suspend any further deliveries under the Agreement. If the Goods have been delivered but payment has not been made, the Purchase Price shall become immediately due and payable. If Purchaser is unable to pay for Goods in its possession, Welker reserves the right to reclaim any Goods for which payment has not been made.

11. Force Majeure

11.1. Welker shall not be liable to the Purchaser or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform any of Welker's obligations in relation to the Goods, if the delay or failure was due to any cause beyond Welker's reasonable control (a 'force majeure'), including any Act of God, explosion, flood, tempest, fire or accident, war or threat of war, pandemic, sabotage, insurrection, civil disturbance or requisition, difficulties in obtaining raw materials, labor, fuel, parts or machinery, power failure or breakdown in machinery.

11.2. If the force majeure continues for a period in excess of one month, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable. If the force majeure continues for more than six months, either party may terminate this Agreement or cancel any pending orders which are affected by the force majeure.

12. Confidentiality and Intellectual Property

12.1. The Purchaser is aware that during the course of dealings with Welker it may have access to and be entrusted with information related to Welker's business, finances and other information of a confidential nature. Confidential Information and Intellectual Property furnished to Purchaser and/or Purchaser's affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary, is subject to the obligations under this section. Confidential Information may be provided in written, oral, electronic or other form. Purchaser acknowledges that no representation or warranty, express or implied, has been or is made by or on behalf of Welker as to the accuracy or completeness of any of the information furnished to the Purchaser.

12.2. The Purchaser shall not disclose any Welker Confidential Information or Intellectual Property to any person (except its employees that have the need to know the information and are subject to obligations of confidentiality) during or after the period of this Agreement and shall use its best endeavors to prevent the publication or disclosure of any such information. All Confidential Information and Intellectual Property of Welder disclosed to the Purchaser shall be and remain the property of Welker and must not be used by Purchaser in any way. Purchaser is prohibited from using Welker's designs or any other Confidential Information or Intellectual Property, including using such information to remanufacture any Welker products, whether directly or indirectly. Upon Welker's written request, Purchaser shall promptly return all confidential information or certify its destruction in writing.

12.3. If Welker agrees to transfer or assign any rights in Intellectual Property to Purchaser as part of the development of custom Goods, that agreement must be specifically documented by the Parties and that document approved and signed by Welker. Any rights not specifically assigned are retained by and remain the Intellectual Property of Welker. Welker is not prohibited or limited in any way from using any skills, know-how, designs, processes or other information related to the assigned Intellectual Property, and Purchaser grants Welker a perpetual, royalty-free license to use the assigned Intellectual Property in the normal course of its business.

13. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, exclusive of its choice of law’s provisions. Purchaser agrees that any cause of action, suit or proceeding relating to, arising out of or in connection with this Agreement with the business relationship between Purchaser and Welker shall be subject to the exclusive jurisdiction of the state courts located in Oakland County, Michigan, or in the United States District Court, Eastern District of Michigan, if such federal court possesses subject matter jurisdiction. Purchaser hereby waives any objection to personal jurisdiction and venue in any proceeding before said courts.

14. Severability

If any provision of this Agreement is determined by a court to be unlawful, void, or unenforceable, the provision shall, to the extent required, be ineffective but will be interpreted to effectuate the intent of the provision as far as is possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other provisions or affect the validity or enforcement of this Agreement.

15. Waiver

No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any of these Terms and Conditions shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party.

16. Agency, Partnership

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between Welker and the Purchaser other than the contractual relationship expressly provided for in the Agreement.

17. Final Agreement; Variation and Prevalence

This Agreement is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties regarding the subject matter of this Agreement unless specifically made part of the Contract Documentation. If there is any inconsistency between any of the documents that form this Agreement, then the details on the Purchase Order shall prevail except that nothing will be deemed to modify Sections 4 or 7 through 17 of these Terms and Conditions. No variation to these conditions shall be binding unless agreed in writing between the authorized representatives of the Purchaser and Welker.