1. Background. Linear Group Services, LLC (Linear GS) develops, manufacturers, refurbishes, markets, sells and distributes certain processing and sorting equipment for the fastener and other industries, and performs certain related services. The Buyer (as identified in the related quote or Purchase Order) is interested in purchasing from LINEAR GS the equipment and/or services as more fully described in the Buyer’s Purchase Order or LINEAR GS’s quote, as These Terms and Conditions shall be deemed incorporated into Buyer’s Purchase Order for the equipment and/or services whether or not specifically referenced therein.

 

  1. Offer & Acceptance; Agreement. Buyer’s acceptance of LINEAR GS’s quote and/or LINEAR GS’s acceptance of Buyer’s written Purchase Order is limited to acceptance of the express terms and conditions contained herein. Once accepted, LINEAR GS’s quote or Buyer’s Purchase Order, as the case may be, together with these Terms and Conditions, and any supplementary written information incorporated by reference herein, shall be the complete and exclusive statement of the parties’ agreement and supercedes any prior discussions, negotiations, agreements, and understandings. Any modifications proposed by Buyer are not part of the parties’ agreement in the absence of LINEAR GS’s written acceptance thereof. Any terms or provisions in the Purchase Order which are in any way inconsistent with those herein shall be null and void and the Terms and Conditions herein shall control. The placing of a Purchase Order or the payment of funds to LINEAR GS, or other part performance by Buyer, shall constitute acceptance of the Terms and Conditions contained
  1. Purchase Price And Payment Terms. The price quoted by LINEAR GS is in U.S. dollars, less any taxes, freight, duty, and custom’s charges, which shall be Buyer’s responsibility. The purchase price shall be paid net thirty (30) days unless otherwise agreed by LINEAR GS in writing. For sales to Buyers outside the United States LINEAR GS may require payment be  guaranteed by a Letter of Credit, all charges shall be Buyer’s responsibility. If, in LINEAR GS’s reasonable judgment, the financial condition of the Buyer at the time the equipment is ready for shipment does not justify the terms specified, LINEAR GS reserves the right to change these terms or to require full payment or partial payment in All sales are subject to the approval of LINEAR GS’s credit department.
  1. Warranty. LINEAR GS warrants the equipment and any services provided to be free from defects in material and workmanship under normal and recommended use and that the equipment will conform to LINEAR GS’s published specifications, if any, or, if applicable, Buyer’s specifications accepted by LINEAR GS in a separate writing. LINEAR GS’s obligation under this warranty shall be limited to providing replacement services or replacement parts to the extent of any defective equipment or defective services, or replacing the entire equipment if the replacement of certain parts will not resolve the defect, or repairing the equipment, or the repayment or crediting of Buyer with an amount equal to the purchase price of such defective equipment or services, each at the election of LINEAR GS, regardless of whether such claims are for breach of warranty, breach of contract, or This warranty shall extend for ninety (90) days from date of the original purchase by the original buyer only, and shall apply only to those parts or equipment or services which upon LINEAR GS’s examination disclose to its satisfaction that the parts or equipment or services in question were in fact  defective. THIS WARRANTY IS  EXPRESSLY  IN  LIEU  OF  ALL  OTHER  WARRANTIES  EXPRESSED  OR  IMPLIED INCLUDING THE WARRANTIES  OF  MERCHANTABILITY  AND FITNESS  FOR  A  PARTICULAR  PURPOSE  OR  USE  AND  OF  ALL  OTHER  OBLIGATIONS  OR  LIABILITIES  ON  LINEAR GS’s PART.  THIS  WARRANTY  SHALL  NOT  APPLY  TO   ANY PART WHICH HAS BEEN SUBJECT TO ACCIDENT,  NEGLIGENCE,  ALTERATION,  ABUSE  OR  MISUSE  OR  WHICH WAS PROVIDED BY A THIRD PARTY. LINEAR GS MAKES NO  WARRANTY  WHATSOEVER  IN  RESPECT  TO  ACCESSORIES OR PARTS OR COMPONENTS NOT SUPPLIED BY LINEAR GS. Notwithstanding the foregoing, any parts purchased by LINEAR GS from its vendors shall only carry the vendor’s specific warranty, to the extent transferable to Buyer. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of LINEAR GS, which is not specifically set forth herein, shall be binding upon LINEAR GS. Buyer acknowledges that it has inspected the equipment and agrees to accept it in its current condition. Buyer agrees to indemnify and hold LINEAR GS harmless from any and all claims, costs, liabilities or expenses (including attorney fees) related to or arising out of the use, operation, transportation, design and construction of the equipment, including claims seeking damages for personal injury or property damage, whether sounding in contract, tort or strict liability.  Buyer hereby assumes all risk related thereto.
  1. Inspection And Rejection. Final inspection of the equipment purchased pursuant to the terms hereof shall be at Buyer’s premises unless otherwise agreed in The equipment (or parts) rejected as not conforming to the Purchase Order, or as otherwise defective, shall be returned at Buyer’s initial expense, including transportation and handling costs, but subject to reimbursement by LINEAR GS upon confirmation of the defect claimed. Acceptance by Buyer of shipment of the equipment and/or acceptance of the services rendered by LINEAR GS shall be deemed to have occurred no later than ten (10) days following receipt of such shipment, or receipt of such services, by Buyer or Buyer’s customer, unless a timely rejection has been made by that date.
  1. Shipment And Delivery. Except as provided in Paragraph 5, above, as it relates to returned equipment, shipment of the equipment shall be O.B. LINEAR GS’s place of business.  Buyer shall be responsible for all transportation and delivery costs and shall bear the risk of any loss or damage in transit. Delivery dates, if specified by LINEAR GS, are estimates only and are not guaranteed and are not binding on LINEAR GS.
  1. Confidentiality And Non-Disclosure. Buyer recognizes that LINEAR GS is the owner of certain confidential and proprietary information relating to the development and application of the equipment and/or services, which includes specifications, technological know-how and other types of information or data, including certain patents related thereto (the “Technical Information”). Buyer agrees not to, directly or indirectly, disclose, disseminate or otherwise publish to any third-party any of the Technical Information. Buyer further agrees to protect from disclosure LINEAR GS’s Technical Information to the same extent which Buyer seeks to protect its own Technical Information from disclosure (but in no event will Buyer exercise less than reasonable measures). The confidentiality obligations herein shall not apply to any Technical Information which (a) at the time of disclosure is in the public domain, (b) after disclosure becomes part of the public domain other than through a breach of a non-disclosure obligation, or (c) was received from a third-party who acquired such information through lawful means and without any breach of a non-disclosure
  1. Patents. LINEAR GS shall indemnify and save Buyer harmless from any judgments for damages and their costs which may be rendered against Buyer in any suit brought against Buyer on account of the infringement of any United States patent by any equipment supplied by LINEAR GS hereunder, provided that Buyer promptly notifies LINEAR GS of the commencement of any such suit and authorizes LINEAR GS to settle or defend such suit as LINEAR GS may see fit, and provided further that Buyer renders every reasonable assistance which LINEAR GS may require in defending any such This indemnity shall not apply if Buyer has furnished the specifications for the equipment, or if Buyer has altered or modified in any way such equipment. In that event, Buyer shall indemnify and hold LINEAR GS harmless for any claim of patent infringement.
  1. Taxes. Buyer shall be responsible for all taxes, duties, assessments and other governmental charges related to the sale and shipment of the equipment and/or services; provided, however, LINEAR GS shall be responsible for U.S. income taxes related to amounts received by LINEAR GS in connection with its sale of the equipment and/or services to
  1. Termination. The Purchase Order and these Terms and Conditions may be terminated in any of the following ways:
  1. By mutual agreement of LINEAR GS and Buyer;
  1. By LINEAR GS, on thirty (30) days prior written notice, in the event that:
  • Buyer breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that thirty (30) day time period;
  • LINEAR GS reasonably believes that Buyer’s financial condition places it in a position of being unlikely to be able to meet its contractual obligations;
  • Buyer defaults under any other material contract to which it is a party; or
  • Buyer sells all or substantially all of its assets, a majority of its voting stock or merges with another
  1. By Buyer, upon thirty (30) days prior written notice, in the event that:
  • LINEAR GS breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that thirty (30) day time period;
  • Buyer reasonably believes that LINEAR GS’s financial condition places it in a position of being unlikely to be able to meet its contractual obligations;
  • LINEAR GS defaults under any other material contract to which it is a party; or
  • LINEAR GS sells all or substantially all of its assets, a majority of its voting stock or merges with another entity, unless LINEAR GS is the surviving corporation in any such
  1. Currency. All payments shall be in S. currency. Payments not made within the time period required herein shall bear interest at the rate of one (1%) percent per month on the unpaid amount. In the event that LINEAR GS finds it necessary to take action to collect any unpaid amounts, Buyer shall be responsible for all costs and attorney fees incurred by LINEAR GS in connection therewith.
  1. Limitation Of Damages. LINEAR GS  SHALL   NOT   BE  LIABLE   FOR  ANY  SPECIAL,   INCIDENTAL   OR CONSEQUENTIAL DAMAGES, LOSSES  OR  EXPENSES  DIRECTLY  OR  INDIRECTLY  ARISING  FROM  THE  SALE,  HANDLING, SHIPMENT  OR USE OF THE EQUIPMENT AND/OR PERFORMANCE OF THE SERVICES PROVIDED HEREUNDER, OR FROM ANY OTHER CAUSE RELATING THERETO, AND  LINEAR GS’S  LIABILITY  HEREUNDER,  IN  ANY  CASE,  IS  EXPRESSLY LIMITED TO PROVIDING REPLACEMENT EQUIPMENT AND/OR SERVICES FOR THOSE EQUIPMENT AND/OR SERVICES NOT COMPLYING  WITH  THE TERMS  HEREOF  OR,  AT  LINEAR  GS’S  ELECTION,  TO  THE REPAYMENT  OR  CREDITING OF BUYER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE PAID BY BUYER FOR THE  NON-  COMPLYING  EQUIPMENT  AND/OR  SERVICES.  IF  BUYER  BRINGS  ANY  ACTION  AT  LAW  OR  EQUITY  IN CONNECTION WITH THE PURCHASE ORDER OR THESE  TERMS  AND  CONDITIONS,  NO  CAUSE  OF  ACTION  BY  BUYER SHALL INCLUDE A CLAIM, NOR MAY RECOVERY BE HAD AGAINST  LINEAR GS,  FOR  ANY  PUNITIVE,  INCIDENTAL,  SPECIAL  OR  CONSEQUENTIAL  DAMAGES  OF  ANY  KIND,  INCLUDING  BUT  NOT  LIMITED   TO,  DAMAGES TO PROPERTY OR PERSONS  (INCLUDING  DEATH),  FOR  LOSS  OF  USE,  LOSS  OF TIME,  LOSS  OF  PROFITS OR INCOME, OR OTHERWISE. LINEAR GS’ S LIABILITY SHALL BE SPECIFICALLY  LIMITED AS PROVIDED  HEREIN.
  1. Force Majeure. Except for payment obligations of Buyer hereunder, neither party shall be liable under the purchase agreement for delays in performance or failure to perform its obligations caused by circumstances beyond its control, including but not limited to, acts of God, wars, riots, strikes, floods, labor disputes, accidents, and governmental
  1. Miscellaneous. The following miscellaneous terms and Conditions shall apply:
  1. These Terms and Conditions may be executed in counterparts (including counterpart facsimiles) and each counterpart shall be deemed to be an original instrument, but all counterparts shall together constitute one
  1. In case any one or more of the provisions contained in these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, that disability shall not affect any other provision herein and these Terms and Conditions shall be construed as if that provision had never been contained
  1. Captions to paragraphs of in these Terms and Conditions have been included solely for the sake of convenient reference, and are entirely without substantive
  1. These Terms and Conditions shall be binding upon, and its benefits shall inure to, the parties hereto and their respective heirs, representatives, successors, and
  1. The Purchase Order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of the Michigan with the courts sitting in either Oakland County, Michigan or the United States District Court for the Eastern District of Michigan having exclusive jurisdiction over any dispute arising hereunder or related hereto.
  1. The Purchase Order and these Terms and Conditions embody the entire understanding between the parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, are merged into these Terms and Neither these Terms and Conditions nor any of its provisions may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which that enforcement is sought and then only to the extent set forth in that instrument.
  1. Assignment. Buyer may not assign its rights under the Purchase Order or these Terms and Conditions without the prior written consent of LINEAR GS. Any assignment made without LINEAR GS’s written consent shall be null and