Aichelin Americas Holding LLC Terms and Conditions
1. Purpose
These Terms and Conditions are incorporated into all proposals, quotations, purchase orders, acknowledgments, and contracts issued by Aichelin Americas Holding LLC, together with its divisions and affiliated operating businesses, including AFC-Holcroft, G-M Enterprises, Nitrex Americas, and Aichelin Parts and Services. For purposes of these Terms and Conditions, Aichelin Americas Holding LLC and the applicable issuing division or affiliated business are referred to collectively as "AAH." These Terms and Conditions control and are binding upon the parties unless AAH expressly agrees otherwise in a written agreement signed by an authorized representative of AAH. No subsequent purchase order, confirmation, acknowledgment, or other document issued by Purchaser modifies these Terms and Conditions unless expressly accepted in writing by AAH.
2. Definitions
As used in these Terms and Conditions: "AAH" means Aichelin Americas Holding LLC and the applicable issuing division or affiliated operating business, including AFC-Holcroft, G-M Enterprises, Nitrex Americas, and Aichelin Parts and Services. "Purchaser" means the person or entity purchasing goods or services from AAH. "Goods" means equipment, parts, components, materials, software, documentation, and other items supplied by AAH. "Services" means field service, engineering, installation support, start-up support, training, maintenance, repair, inspection, and other services supplied by AAH.
3. Acceptance
Purchaser's order, written acceptance, authorization to proceed, or acceptance of delivery or performance constitutes acceptance of these Terms and Conditions and the applicable AAH proposal or quotation. Any additional, conflicting, or different terms proposed by Purchaser are rejected and will not be binding unless expressly agreed to in a written agreement signed by an authorized representative of AAH. No contract is final until accepted in writing by AAH.
4. Documentation & Intellectual Property
Data in catalogs, brochures, quotations, or contract documents (illustrations, drawings, dimensions, weights, performance figures) are approximate and not binding unless expressly agreed in writing. AAH retains ownership and copyright of all documents, drawings, and estimates provided. Purchaser may not use, copy, reproduce, modify, decompile, or share such documents except for their intended purpose. All documents must be returned to AAH upon request.
Purchaser shall not reverse engineer, disassemble, derive, copy, duplicate, reproduce, or permit any third party to manufacture all or any portion of the Goods, replacement parts, software, controls, drawings, processes, or proprietary designs supplied by AAH, except to the extent such restriction is prohibited by applicable law or expressly authorized in writing by AAH. All pre-existing intellectual property and all improvements, know-how, methods, designs, and developments created by AAH remain the exclusive property of AAH.
5. License Agreement
Equipment may include hardware, software, or other intellectual property. The provision of such technologies is governed by a separate License Agreement between Purchaser and AAH. Unless expressly stated in a separate written license agreement, software is licensed, not sold, solely for operation of the applicable Goods. To the fullest extent permitted by law, AAH disclaims liability for loss or corruption of data, cybersecurity incidents caused by Purchaser systems or third parties, unauthorized access, and business interruption arising from software use, except to the extent directly caused by AAH's gross negligence or willful misconduct.
6. Prices & Taxes
Prices quoted orally expire at the end of the day on which they are given unless confirmed in writing. Written quotations are valid for ninety (90) days unless withdrawn or revised by AAH in writing before acceptance. Unless otherwise stated in the proposal or quotation, all prices are Ex Works the AAH plant or facility location specified in the proposal. Prices exclude transportation, insurance, packaging, storage, taxes, levies, tariffs, duties, customs charges, and similar costs, all of which are Purchaser's responsibility. Purchaser shall promptly reimburse AAH for any such costs paid by AAH on Purchaser's behalf. Any increase in labor, material, transportation, insurance, tariff, tax, duty, or compliance costs caused by changes in law, regulation, market conditions, or Purchaser requirements may be invoiced to Purchaser.
7. Change Orders
AAH is not obliged to make changes or additions to the scope of work unless there is an equitable adjustment in price, delivery, and other conditions, and such changes are agreed in writing.
8. Payment Terms
Payments are Net 30 days unless otherwise specified. Late payments bear interest at the lesser of 1.5% per month or the maximum allowed by law. AAH may suspend performance or terminate the contract if payments are overdue by three months or more. Purchaser may not withhold or set off payments. If AAH questions Purchaser’s ability to pay, it may require advance payment or other assurance.
AAH may, at any time if Purchaser's creditworthiness deteriorates or AAH reasonably determines that payment is insecure, require advance payment, progress payments, an irrevocable letter of credit, bank guarantee, parent guarantee, or other satisfactory security, and may suspend performance until such security is received. AAH may apply payments to any outstanding obligation in its discretion. Purchaser shall reimburse AAH for reasonable costs of collection, including attorneys' fees, court costs, arbitration costs, and collection agency fees, to the extent permitted by law.
9. Factory Acceptance Tests
If not stipulated, pre-acceptance tests are carried out at AAH location per internal standards. Purchaser will be notified in writing and may attend. If Purchaser does not respond or attend, the test report is deemed accurate and equipment ready for shipment.
10. Title & Property Rights
Title and right of possession remain with AAH until all payments are made in full. Purchaser must insure the equipment for full replacement value from delivery until fully paid. If default occurs, AAH may repossess the equipment without liability. Purchaser may not pledge, mortgage, or resell the equipment until fully paid.
11. Shipment & Delivery
Ex Works deliveries are complete upon release to Purchaser’s carrier. Delivery dates are estimates and not guaranteed. AAH is not liable for delays. Partial shipments are permitted. Purchaser is responsible for claims of loss or damage in transit.
12. Claims of Non-Conformance
Purchaser must inspect all goods promptly upon receipt and notify AAH in writing of any claimed non-conformance, rejection, shortage, or visible damage within five (5) days after receipt, describing the basis for the claim and providing reasonable supporting evidence. Failure to provide timely written notice constitutes acceptance of the goods. Goods may not be returned, reworked, repaired, scrapped, or disposed of without AAH's prior written authorization. AAH must be given a reasonable opportunity to inspect the goods and verify the claimed non-conformance before Purchaser takes corrective action.
13. Cancellation, Suspension, or Delay
Cancellation or modification requires express written consent. Purchaser is responsible for all costs incurred up to cancellation. If Purchaser causes delay, storage fees of 1% per month may apply. If Purchaser fails to remedy default within 10 days of notification, AAH may terminate the contract and seek compensation.
14. Installation & Start-Up
Purchaser is responsible for unloading, storing, and delivering equipment to the site. Purchaser must provide all necessary services, permits, and safe working conditions. AAH personnel must be able to perform start-up per schedule. Purchaser indemnifies AAH for any losses arising from installation or start-up due to Purchaser’s actions or omissions.
Purchaser shall not remove, bypass, defeat, or modify any safety device, interlock, guard, warning, or control without AAH's prior written consent.
15. Final Acceptance
Installation must begin within 60 days of Bill of Lading or 30 days after delivery. Equipment is deemed accepted when start-up and required tests are completed. Minor deficiencies not affecting efficiency do not prevent acceptance. Purchaser may not use equipment before acceptance.
16. Equipment Warranty
AAH warrants that equipment manufactured by AAH will be free from defects in material and workmanship for fifteen (15) months from shipment or twelve (12) months from start-up, whichever occurs first. This warranty excludes expendable parts, wear parts, consumables, third-party components, and damage or failure caused by improper storage, handling, installation, operation, use, maintenance, repair, modification, process conditions, utilities, site conditions, or Purchaser's acts or omissions. AAH's sole obligation and Purchaser's exclusive remedy under this warranty are limited to repair or replacement of defective parts, at AAH's option. Purchaser must notify AAH in writing of any claimed defect within the warranty period and allow AAH reasonable access and time to inspect and perform repairs. No warranty applies to goods or services not paid for in full.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, AAH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. No production rate, throughput, energy consumption, metallurgical result, process result, availability level, or other performance criterion is guaranteed unless expressly identified as a guaranteed value in a written agreement signed by an authorized representative of AAH, together with the applicable test conditions and exclusive remedy.
17. Limitation of Liability
AAH liability is limited to the purchase price of goods and services. AAH is not liable for consequential, incidental, indirect, or punitive damages, including lost profits, business, or production. Purchaser indemnifies AAH against claims arising from use, storage, sale, or processing of products.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AAH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CONTRACT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, INDEMNITY, WARRANTY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNTS ACTUALLY PAID TO AAH FOR THE GOODS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) USD $500,000. THE FOREGOING CAP SHALL APPLY IN THE AGGREGATE TO ALL CLAIMS. Any exceptions required by applicable law, including liability that cannot lawfully be limited or excluded, shall apply only to the minimum extent required by such law.
18. Purchaser-Supplied Data
AAH relies on specifications, drawings, process information, site information, samples, and other data supplied by Purchaser. Purchaser is responsible for the accuracy, completeness, and suitability of all such information. If Purchaser-supplied information is inaccurate, incomplete, or if actual site or process conditions differ from the information provided, AAH's warranties, performance obligations, delivery obligations, and guarantees may be void or subject to equitable adjustment unless otherwise agreed in writing.
19. Force Majeure
AAH is not liable for failure or delay due to forces beyond its control, including pandemics, strikes, accidents, war, terrorism, natural disasters, or interruptions of utilities. Either party may suspend performance or terminate the contract if force majeure persists for more than six months.
20. Insurance
AAH will obtain required Workmen’s Compensation Insurance and insure equipment against fire during manufacture. Purchaser must insure equipment from delivery through installation and until fully paid. Purchaser assumes all risk of loss if insurance is not maintained.
21. Assignment
Purchaser may not assign the contract without AAH written consent. Any attempt at assignment is null and void.
22. Compliance & Export Controls
AAH will not conduct business with, ship to, or support any country, organization, entity, person, end user, or end use subject to applicable sanctions, embargoes, export controls, import restrictions, or other trade compliance restrictions. Purchaser shall comply with all applicable export control, sanctions, anti-corruption, customs, and trade compliance laws and shall not sell, transfer, export, re-export, divert, or otherwise provide AAH products, technology, software, documentation, or services to any restricted country, organization, entity, person, end user, or prohibited end use. Purchaser shall provide end-use, end-user, destination, and compliance information requested by AAH and shall indemnify AAH for losses arising from Purchaser's breach of this section.
23. Arbitration & Applicable Law
Any dispute arising out of or relating to the contract, goods, services, or these Terms and Conditions shall be resolved by binding arbitration in Detroit, Michigan, under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in English by one arbitrator unless the parties agree otherwise in writing. Judgment on the award may be entered in any court having jurisdiction. The contract and these Terms and Conditions are governed by the laws of the State of Michigan, without regard to conflict-of-law rules.
Any claim or cause of action arising out of or relating to the contract must be commenced within one (1) year after the claim or cause of action accrues, except for claims by AAH relating to nonpayment, misuse of intellectual property, breach of confidentiality, or requests for injunctive relief. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
24. Entire Agreement
These Terms and Conditions, together with the proposal or quotation and appendices, constitute the entire agreement between the parties. No modification is binding unless in writing and signed by both parties.
25. Severability; Waiver
If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be enforced to the maximum extent permitted by law. No waiver by AAH of any breach, default, right, or remedy will be effective unless in writing and signed by an authorized representative of AAH. No waiver will constitute a waiver of any other or later breach, default, right, or remedy.
26. Hourly Field Rates
FIELD LABOR RATES - ASSIGNMENTS INSIDE CONTIGUOUS U.S.A., MEXICO, CANADA
Normal Rate (based on an 8 hour day)
Field Technician Services
Engineers
Monday-Friday
$175.00 per hour
$220.00 per hour
Overtime and Saturday
$240.00 per hour
$295.00 per hour
Sunday/Holiday
$280.00 per hour
$340.00 per hour
Expenses:
Actual expenses for lodging, car rental, meals, misc., and travel, either coach class air fare at cost plus 15% or auto mileage at $0.90 per mile.
Travel Time:
Charged at weekday rates regardless of when it occurs.
Terms:
Net 10 days
Billing Schedule:
All services will be billed on a bi-monthly basis.
All service prices quoted are in U.S. Funds and are not subject to discount.
Premium rates may apply to work performed outside the regions stated above. Please contact AAH for details.
The pricing stated above is subject to these standard AAH Terms and Conditions.
The rates and expense terms in this section may be revised by AAH upon written notice and, unless expressly fixed in an accepted quotation, the rates in effect when the Services are performed shall apply. Purchaser is responsible for applicable taxes, permits, visas, work authorizations, site access costs, and customer-specific compliance or training costs not expressly included in AAH's quotation.