General Terms & Conditions

All sales by Leitz Tooling Systems LP("Seller") are subject to these terms and conditions of sale ("Terms"). "Goods" refers to any products and services sold by Seller, and "Customer" refers to the person or entity purchasing Goods from Seller as may be identified on Customer's order or Seller invoice.

1. Offer & Acceptance; Agreement. Seller's acceptance of Customer's order is subject to Customer's acceptance of these Terms. Any modifications proposed by Customer are not part of the parties' agreement in the absence of Seller's written acceptance thereof. Seller does not agree to and rejects any terms contained in Customer's purchase order or other documents that are additional to or different from these Terms, and such terms shall have no force or effect. Terms that are printed on or contained in a purchase order or other form prepared by Customer additional to, in conflict with or inconsistent with these Terms shall be inapplicable and shall have no force or effect. Customer's acceptance of delivery of, or full or partial payment for, the Goods will constitute Customer's acceptance of these Terms.   
2. Orders; Payment. All price quotes and list prices are in USD, exclusive of freight, taxes, packaging, and insurance, and are subject to change without notice unless otherwise provided in writing by Seller. All orders are subject to final approval of Seller and exact prices are determined at the time the order is accepted by Seller. Customer agrees to pay all applicable privilege, occupation, personal property, sales, excise, use, duties, tariffs and other taxes applicable to the sale, purchase, use, or ownership of the Goods, regardless of whether such taxes are invoiced by Seller. The purchase price for the Goods shall be paid in accordance with the terms set forth on Seller's invoice. In the absence of such terms, payments terms for Goods shall be net thirty (30). Seller may condition any sale on the receipt of full or partial payment or letter of credit. Invoices not fully paid by the specified payment date are deemed overdue and unpaid balances will accrue interest at the rate of 1.5% per month, or at the highest rate permitted by law, if lower. Seller will be entitled to suspend performance of any order or obligation to Customer until the Customer's account is current. If at any time Seller determines that Customer's financial condition, payment practices or credit rating does not justify a sale on credit, Seller may require advance payment. Customer will reimburse Seller for all expenses, including reasonable attorneys' fees, incurred in the collection of any delinquent account or enforcing its rights under these Terms. Seller reserves the right to cancel an order at any time without penalty. All orders must total at least $50.  Orders of less than $50 will be assessed an equalization surcharge unless otherwise agreed to in writing by Seller. Offsetting or withholding payment due to counterclaims not acknowledged in writing by Seller is strictly prohibited.
3. Payment Currency. All payments shall be made in US currency direct to Seller's office in Grand Rapids, Michigan, unless otherwise agreed upon in advance in writing and payments shall not be deemed to have been made until received by Seller. All payments drawn on a foreign bank or in a foreign currency will be charged a handling fee and converted to US currency at Seller's prevailing exchange rate. Checks returned because of insufficient funds are subject to a $25 handling fee.
4. Delivery. Seller will deliver Goods to Customer FOB destination; by the method of shipment and routing determined by Seller, except as otherwise specifically agreed in writing between the parties. Notwithstanding the use of the term "FOB Destination," the parties agree that risk of loss shall transfer to the Customer upon tender of the Goods to the carrier at Seller's facility. Customer assumes all risk of any damage or loss in transit. Delivery dates of Goods, if specified by Seller, are estimates only and are not guaranteed and are not binding on Seller. If Customer causes or requests a delay in the delivery of any Goods, Customer will reimburse Seller for all resulting damages, including without limitation, payment of reasonable storage expenses for the Goods during the period of delay or interruption.
5. Restocking Charges and Returns. Unless Goods are found to be defective due to Seller's fault or were shipped in error, all returns are subject to a 20% restocking fee, and all freight charges associated with the return shall be borne by the Customer. In addition, any special handling, customization, or other non-standard costs incurred by Seller in connection with the original order will be non-refundable and charged to Customer. Orders for special, custom-made, non-standard, or modified Goods may not be returned, cancelled, or changed without the prior written consent of Seller. If any such changes or cancellations are approved by Seller, Customer agrees to reimburse Seller for all associated costs, losses, or expenses incurred as a result of the modification or cancellation.
6. Limited Warranty; Disclaimer. Except as otherwise provided herein, Seller warrants that the Goods will be free from defects in material and workmanship for a period of six (6) months (the "Warranty Period"), commencing on the date of delivery to the original Customer. Seller's obligation under this warranty shall be limited to the repair or replacement of Goods to the extent of any proven defect or non-conformity, or at Seller's election, to the repayment or crediting of Customer with an amount equal to the purchase price of such defective Goods during the Warranty Period, whether such claims are for breach of warranty, breach of contract, or negligence. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON SELLER'S PART. THIS WARRANTY SHALL NOT APPLY TO ANY GOODS WHICH HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, ABUSE OR MISUSE, OR THAT IS PROVEN NOT TO BE DEFECTIVE. SELLER MAKES NO WARRANTY WHATSOEVER IN RESPECT TO ACCESSORIES, PARTS, SERVICES OR COMPONENTS NOT SUPPLIED BY SELLER.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of Seller, which is not specifically set forth herein or in Seller's quotation, shall be binding upon Seller.
7. Standards. Many countries have adopted laws relative to standardization and product certification applicable to various products, including potentially Goods sold by Seller. Seller agrees only that its Goods are compliant with standards required under laws of the United States, but it cannot and does not warrant conformity with the standardization and product certification requirements of any other country except to the extent set forth in a separate writing delivered to Customer by Seller. In the absence of such a separate writing, Customer assumes the obligations for compliance with the applicable laws of any other country.
8. Limitation of Liability. Seller's total liability for any claim arising out of or relating to the sale, delivery, handling, use, or performance of the Goods shall be strictly limited, at Seller's sole discretion, to: (a) the repair or replacement of the Goods, or (b) a refund or credit of the purchase price paid by Customer for the defective or non-conforming goods. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND - INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, OR DAMAGE TO PROPERTY OR PERSONS (INCLUDING DEATH) - ARISING OUT OF OR RELATING TO THESE TERMS, THE CUSTOMER'S PURCHASE ORDER, OR THE GOODS THEMSELVES, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Intellectual Property. Customer acknowledges Seller's ownership or license of all trademarks, service marks, copyrights, imprints, rights of publicity, patents, design patents, registered designs, industrial designs, trade dress, product design, trade secrets and other intangible rights relating to the Goods (collectively "Seller Intellectual Property") and acknowledges that Customer shall have no right, title or interest whatsoever in any Seller Intellectual Property. Any use of Seller Intellectual Property in the promotion or sale of Goods will inure to the sole benefit of Seller, shall be subject to Seller's approval and shall strictly conform to sales and advertising guidelines as established from time to time by Seller. Customer grants Seller an irrevocable, unrestricted and fully paid license of any intellectual property (such as designs, copyrightable advertising or promotional materials) developed in connection with the Goods and agrees to provide, and obtain from all third parties, all assignments or "work for hire" certifications necessary to secure Seller's rights to all such intellectual property.
10. Period of Limitations. No claim, suit or other proceeding may be brought by Customer for any breach of any warranty by Seller or in any way arising out of these Terms or relating to the Goods after one (1) year from the date the cause of action accrues.
11. Force Majeure. Except for payment obligations of Customer hereunder, neither party shall be liable under these Terms 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, and accidents.
12. Waiver. No right or remedy of Seller shall be deemed to have been waived or renounced, in whole or in part, unless that waiver or renunciation is supported by consideration and is in writing signed by Seller.
13. Confidentiality of Seller's Information. Any information disclosed by Seller to Customer is the confidential and proprietary information of Seller, and Customer agrees not to use or disclose any of that information without Seller's prior written consent.
14. Right to Setoff. Seller has the right to deductions or setoffs of any sums due to Seller from Customer against any sums due to Customer from Seller.
15. Applicable Law. This Agreement shall be governed by and interpreted according to the laws of the State of Michigan (without regard to its conflict of law principles), and the parties hereby consent to the exclusive jurisdiction of the state or federal courts in the State of Michigan to adjudicate any dispute arising under or in connection with this Agreement. Any such dispute shall be brought before the Circuit Court for Kent County, Michigan or the United States District Court for the Western District of Michigan. The parties hereby waive any objection based on inconvenient forum.
16. Miscellaneous. No signature to the Terms is required as a precondition to their enforcement. In case any one or more of the provisions contained in these Terms shall be held to be invalid, illegal or unenforceable in any respect, such provisions shall not affect any other provision herein, and these Terms shall be construed as if such provisions had never been contained herein. Seller has all rights and remedies given to sellers by applicable law, and Seller's rights and remedies are cumulative and may be exercised from time to time by Seller. These Terms and any purchase order related thereto 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. Seller reserves the right to modify these Terms at any time with or without notice to Customer. Neither these Terms nor any of their provisions may be waived, modified, amended, 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.