Sales
Terms and Conditions

Purchasing
Terms & Conditions

Sales
Terms and Conditions

Limited Warranty Policy

The Carlyle Johnson Machine Company, LLC (CJMCO) warrants that it will repair or replace (whichever it deems advisable) any product manufactured and sold which proves to be defective in material or workmanship within a period of one year from the original shipment date. This warranty extends only to the initial purchaser and is not transferable without prior written consent.

A purchase receipt or other proof of original purchase will be required before warranty service is rendered. A brief description of the perceived problem must accompany the return. If the items are found defective while under warranty, repair or replacement will be made without charge. If the product is found not to be defective, you will be notified for a decision on disposition.

This warranty covers normal use and does not cover damage which occurs in shipment, or damage or defect which is the result of alteration, accident, neglect or improper installation, operation or maintenance.

The foregoing warranty is in lieu of and excludes all other warranties, whether express or implied by operation laws or otherwise, including, but not limited to, any implied warranties of merchantability or fitness for a particular use or application.

The obligation of CJMCO is limited to the repair or replacement of the product. In no event shall CJMCO be held responsible for consequential, indirect, special or incidental damages of any kind incurred by reason of the manufacture, sale, delivery or use of any defective product. No person other than the president of CJMCO is authorized to give any other warranty, or assume other liability on behalf of CJMCO.

Order Cancellation

The order cancellation policy gives our customers a one-week grace period in which to cancel any order placed. During this period, and only during this period, a customer may cancel their order without being charged.

Should the customer decide to cancel the order after the one-week grace period, but prior to shipment of the product, a charge shall be assessed to the purchaser for 25% of the purchase price.

Purchase Goods Damaged In Shipment

All shipments leaving CJMCO are packaged according to standard commercial packaging practices. CJMCO is not responsible for material damaged in transit. Responsibility for damaged shipment lies with the common carrier. The responsibility for filing any claim with the common carrier is that of whichever party contracted with the carrier, and is determined by the terms of the sales order.

Returned Goods Policy

Before returning goods for any purpose, the customer must obtain a Returned Goods Authorization (RGA) number. To obtain an RGA number, contact the CJMCO Sales Department. No action will be taken on any returns until an RGA number is assigned. All return shipments must be prepaid. If a return is later determined to be under warranty, any prepaid shipping charges will be credited.

Purchasing
Terms & Conditions

1. ACCEPTANCE: This order is for the purchase and sale of the goods and services described on the face hereof, (hereinafter referred to as the “Articles”), and is buyer’s offer to Seller. It is subject to Seller’s acceptance by Seller’s execution and return of the acknowledgement copy hereof without exception. No contract shall exist until buyer’s receipt of such acknowledgement copy. In the absence of buyer’s receipt of such acknowledgement copy, buyer’s acceptance of the Articles shall constitute a contract on the terms and conditions hereof and no others. Terms and conditions contained in any acknowledgement of this order which are different from or in addition to the terms and conditions of this order shall not be binding on buyer, whether or not they would materially alter this order, and buyer hereby objects thereto. To the extent applicable, the terms and conditions may be superseded by a basic or overriding agreement between buyEr and Seller.

2. The Articles shall not be fabricated or shipped at higher prices or different terms than last quoted or charged without buyer’s prior approval.

3. Mail invoice in duplicate with original bill of lading showing buyer’s order number, number of packages and shipping route, not later than the day following shipment. Title and risk of loss to the Articles shall pass to buyer at the time and place of delivery at buyer’s facility.

4. All Articles are subject to inspection, test and rejection at buyer’s plant upon receipt regardless of whether invoice may have been paid. If rejected, the Articles will be held or returned at Seller’s risk and handling, and transportation expenses, both ways, will be assumed by Seller.

5. Itemized packing slip must be enclosed with each box or package showing contents and buyer’s purchase order number.

6. If Seller performs services or constructs, erects, inspects, or delivers to or on buyer’s premises, Seller will indemnify and save harmless buyer from all loss or the payment of all sums of money by reason of all accidents, injuries, or damage to persons or property that may happen or occur in connection therewith.

7. Before commencement of construction work on buyer’s premises, a certificate of adequate insurance showing buyer as an additional insured must be filed with buyer’s Insurance Department covering personal injury and property damage occurring in the course of such work.

8. In consideration of this order Seller guarantees that the sale of the Articles does not infringe any United States or foreign patent or any trademark or copyright. Seller covenants to defend every suit which may be brought against buyer, its successors, assigns, customers, or any person selling or using any product of buyer, for any alleged infringement of any patent or any trademark or copyright by reason of the sale or use of said Articles, and to pay all expenses and fees of counsel which shall be incurred in and about defending and all royalties, costs, damages and profits recoverable in every such suit, and in the event of any litigation resulting in any injunction restraining buyer from using the Articles, Seller agrees to reimburse buyer for the full purchase price and all damages suffered as a result of such litigation.

9. Buyer reserves the right to cancel this order or any unfilled portion thereof if Seller fails in any way to perform hereunder or if buyer’s requirements change. In the latter event, an equitable adjustment will be made between buyer and Seller if within fifteen days from buyer’s notice of cancellation, Seller gives buyer written notice of Seller’s claim for adjustment.

10. Seller shall follow the delivery schedule shown on this order and shall not make deliveries later or substantially earlier than the date shown. Time is of the essence of this agreement. If the Articles are shipped substantially in advance of scheduled delivery date, buyer may return them at Seller’s expense. If Seller exercises due care, Seller shall not be liable for delays in delivery due to Acts of God, floods, fire, war, riot, strikes, and damage in transit, due to causes beyond its reasonable control. However, if Seller does not adhere to the delivery schedule regardless of the cause, buyer may terminate this order without liability to Seller, or buyer may agree to a revised delivery schedule.

11. Seller will allow buyer’s and government inspectors access to Seller’s plant at all reasonable times for the purpose of inspecting the Articles or work in process for production of the Articles. All Articles are subject to final inspection and approval at buyer’s plant or other place designated by buyer.

12. All tools, dies, jigs, patterns, equipment or material and other items purchased, furnished, charged to or paid for by buyer, and any replacement thereof, shall remain the property of buyer. Such property shall be marked plainly to show it is the property of buyer and shall be safely stored apart from other property. Seller shall not substitute other property for buyer’s property and shall not use such property except in filling buyer’s orders. Seller shall hold such property at its own risk and upon buyer’s written request shall redeliver the property to buyer in the same condition as originally received by Seller, reasonable wear and tear excepted. Title to and the right of possession to special tooling, jigs, dies, patterns, and equipment, the cost of which is fully or substantially amortized in the price of the Articles, shall remain in Seller but Seller shall at no additional cost to buyer, hold such special tooling for buyer’s exclusive use and Seller shall not dispose of said tooling without prior written approval of buyer.

13. Buyer may make changes in the drawings and specifications on any Article at any time if such changes result in delay or additional expense to Seller, an equitable adjustment of price and delivery schedules will be made.

14. In addition to all warranties which may be prescribed by law or stated herein or in any proposal (written or oral) of Seller, Seller warrants that the Articles shall conform to specifications, drawings, and other description and shall be free from defects in material and workmanship. Seller also warrants, to the extent the Articles are not manufactured pursuant to detail design furnished by buyer, that the Articles will be free from defects in design and will be fit for the purpose for which purchased. Such warranties, including the warranties, including the warranties prescribed by law, shall run to buyer, its successors, assigns, customers, and users of the Articles. Seller shall indemnify and hold buyer harmless from all claims, losses, costs and demands, arising from or incident to the breach by Seller of any of the foregoing warranties.

15. The ideas, information, and designs contained in or shown upon, the drawings, specifications, photographs and other engineering and manufacturing information supplied by buyer, shall remain buyer’s property, shall be retained in confidence by Seller, and not disclosed to any other person or entity, and shall not be used or incorporated into any product or item later manufactured or assembled by Seller for anyone other than buyer. Any unpatented knowledge or information concerning Seller’s processes, present or contemplated products or their uses which Seller may disclose to buyer in connection with the ordering, acquisition and use by buyer of the Articles shall, unless otherwise specifically agreed in writing, be deemed to have been disclosed as a part of the consideration for this order, and Seller agrees not to assert any claim (other than a claim for patent infringement) against buyer by reason of any use or alleged use to which such information or knowledge may be put by buyer.

16. Seller, without the written consent of buyer, shall not make any contract with any other person for furnishing any of the completed or substantially completed Articles or assign this order or any right hereunder. Buyer may set off against the amount payable to any person under this order any claim or charge it may have against Seller.

17. If Seller becomes insolvent, or makes an assignment for the benefit of creditors, or if a petition in bankruptcy is filed by or with respect to Seller, buyer, by written notice, may terminate this order without liability to Seller except for items already accepted by buyer. Buyer may terminate this order at any time by notice in writing to Seller, in such event buyer shall pay such termination charges as may be agreed upon and if agreement cannot be reached, buyer will be liable for such sum as it may lawfully owe Seller on account of such termination, but in no event shall buyer be liable for any loss of profits on the order or portion thereof so terminated.

18. If this order is subject to the Renegotiation Act of 1961, as amended, it is deemed to contain all of the provisions required by Section 104 of such Act. Seller agrees to insert provisions corresponding to this paragraph in all subcontracts as required by Section 104 of the Act, unless such subcontract is exempt under the Act.

19. Seller agrees to comply with all applicable Federal and state laws, rules and regulations including but not limited to: (a) the Fair Labor Standards Act of 1938, as amended; (b) Executive Orders 11246, 11375, 11701, and 11758, including all amendments thereof and all rules and regulations thereto; (c) Federal Procurement Regulations including ASPR; (d) all Workers’ Compensation and Disability Benefits Insurance laws; (e) Anti-Kickback Act as amended; (f) Toxic Substances Control Act and all regulations thereunder; (g) the Occupational Safety and Health Act and all regulations thereunder; (h) the Clean Air Act, the Federal Water Pollution Control Act, and rules and regulations of the EPA and appropriate state and local agencies; (i) The Walsh Healy Public Contract Act and the Work Hours Act, as amended, and all rules and regulations thereunder; each as and to the extent applicable to this order of Seller’s performance hereunder. Nothing in the foregoing shall limit Seller’s responsibility to comply with any and all Federal, state and local government laws, rules, and regulations applicable in any fashion whatsoever to this order or Seller’s performance hereunder. Seller agrees to provide buyer with any certificate affirming compliance with applicable laws that buyer shall request, and Seller further agrees to indemnify buyer against, and hold to it harmless from, any loss or expense arising from Seller’s noncompliance with any applicable law, rule or regulation. 20. Buyer reserves the right to require, as a condition of acceptance of the articles required, certification by the Seller that said articles are in compliance with stipulated federal and/or buyer specifications, said certification to be submitted in writing under separate cover on the date of shipment and forwarded to buyer’s Quality Assurance Department.

BUYER IS AN EQUAL OPPORTUNITY EMPLOYER, AND HAS AN AFFIRMATIVE ACTION PROGRAM FOR THE HIRING OF WOMEN, MINORITIES, AND HANDICAPPED PERSONS.