General Terms
Terms & Conditions of Sale
These Terms & Conditions of Sale apply to all sales made by M.S. Willett, Inc. (herein “M.S. Willett” or “Seller”) to its customers, as identified in the applicable purchase order documents (herein “Customer” or “Buyer”).
1. Acknowledgment
Seller hereby confirms receipt of Buyer's order and agrees to sell to Buyer the machinery/equipment and other goods and services described in the order subject to any variations contained in Seller’s acceptance and final order confirmation (the “Purchase Order”) and these Terms & Conditions of Sale. Additional or different terms in Buyer's order are rejected and are not binding upon Seller unless such terms are accepted in writing by Seller. In the event of a conflict between the Purchase Order and these Terms of Sale, the terms of the Purchase Order shall prevail.
2. Offers
Any written offers/quotations made by Seller shall expire after thirty (30) days unless differently stated in such offer.
3. Purchase Price and Payments
Seller’s price is payable in U.S. dollars. Terms of payment are: 100% due from Buyer upon receipt of Seller's invoice. All invoices paid later than fourteen (14) days after the due date will be assessed a late payment charge of 1.0% per month. Buyer may only set off own claims against Seller’s claims if those claims have been recognized by Seller or if they are evidenced by a final enforceable court or similar decision.
4. Taxes and Assessments
Unless otherwise specified, prices quoted by Seller exclude taxes and assessments including but not limited to, sales, use, value added or excise taxes, duties, imposts, and other charges or assessments which are the sole liability of Buyer. If Buyer asserts no sales tax is due, it shall furnish Seller a valid, executed tax exemption certificate for the jurisdiction where the sale is deemed to be made.
5. Shipment Terms, Transfer of Title and Risk
All items shipped by Seller are EX-WORKS (Seller’s factory, Littlestown, Pennsylvania, U.S.A.), exclusive of any freight, rigging and handling charges, unless stated otherwise agreed to. Title and risk of loss to goods shall pass to Customer upon commencement of shipment. Unless otherwise stated in writing by Buyer (i) Seller may select packing, shipment, routing and carrier, and (ii) goods will be packaged according to industry standards and special packaging will be subject to additional charges.
6. Subcontractors
It is agreed to that the Seller, at its sole discretion, may work with third-party suppliers or subcontractors to prepare and manufacture, in whole or in part, the goods and services listed in the Purchase Order.
7. Shipments to Seller
Customer agrees to pay all freight, rigging and handling charges on all presses, coil handling equipment, special equipment, et cetera, shipped to M.S. WILLETT.
8. Press & Coil Handling Equipment
Should the Customer wish any changes to the equipment, Customer agrees to pay any additional cost caused Seller by such changes.
9. Delays
Customer agrees to pay any costs Seller incurs due to delays caused by the Customer. The costs may include but are not limited to bank charges, additional interest payments, OEM or supplier price increases, etc.
10. Proper Product Design, Changes
Customer agrees to supply a product design which is proper and can be manufactured by generally accepted methods. Any product design changes or project specification changes or additions made after the Purchase Order shall require Seller’s consent not to be unreasonably withheld. Any such changes may cause delay of the project and/or increased costs, and Customer agrees to pay for all these costs.
11. Approval of Engineering Designs
Customer agrees that all drawings submitted for Customer approval must be reviewed in a timely manner, normally one (1) week. Delays beyond this time may delay the entire project without penalty to Seller. This also applies to information requested by the Seller.
12. Try-out Material
Customer agrees that correct try-out material must be supplied by the Customer at the time to be specified in the Project Schedule. If correct material is not received at the proper time, it may cause delays and/or additional costs to be paid by the Customer.
13. Customer Supplied Equipment
Customer agrees that if inspection gages, or other equipment, are required to be supplied by the Customer, it must be received at the time specified in the Project Schedule to avoid delays and/or additional costs to be paid by the Customer.
14. Shipping and Handling for Parts Produced During System Trv-out and/or Acceptance
Customer agrees that any parts required to be shipped to Customer will be shipped in containers (boxes, baskets, etc.) to be supplied by Customer. Freight will be paid by Customer. Any additional processes, such as de-greasing, rust prevention, etc., will be paid by Customer.
15. Cancellation
Any order cancellation shall require Seller’s consent. Unless otherwise agreed to, Customer agrees to pay for all work done as of any cancellation date Seller's estimated cost plus 12% mark-up, however, no less than 12% of the total order price. All materials charged to Buyer will be held by Seller for a maximum time of ninety (90) days without charge. Seller will not be liable for any items held for more than 90 days.
16. Acceptance
Customer agrees that the completion date shall be the day on which the equipment is accepted at Seller's plant by Buyer’s personnel. Acceptance shall not be unreasonably withheld or delayed by Buyer. Customer agrees to have personnel present for acceptance testing. The date required will be specified in the Project Schedule. Any delays will result in project delay and/or additional costs to be paid by the Customer.
17. Installation at Customer Plant (if applicable)
Customer agrees that installation at Customer’s plant must not be delayed more than sixty (60) days after shipment by Seller. Customer must supply personnel to assist in Set-up and Try-out during the installation. Customer must supply machine tools and basic tools required during the installation. Delays caused by lack of any of the above will result in delay of start-up and/or additional costs to be paid by the Customer.
18. LIMITED WARRANTY
Except as otherwise provided in a separate written agreement between Seller and Buyer, Seller warrants its goods and services will conform to the agreed upon purchase specifications and be free from defects and deficiencies in workmanship and materials for a term of twelve (12) months from the date of delivery of such goods and services to the Buyer.
In the event of a valid warranty claim, Seller's sole obligation shall be to repair or replace the returned goods or to redeliver the services, at its sole discretion.
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS OR MERCHANTABILITY.
Warranty claims must be in writing and made within fourteen (14) days of discovery of the defect.
19. Limitation of Liability
Except as may be otherwise provided in a separate written agreement with Buyer, Seller limits all claims of all persons for losses or damages under this agreement, to the fullest extent permitted by law, to the value of the Purchase Order, and no further damages such as for lost profit, loss of production, property damage, special damages, claims of consequential or incidental damages, exemplary or punitive damages claimed by or through such injured party asserting such claims are compensable for any breach of this agreement including any warranty.
20. Patents and Other Intellectual Property Rights
In the event Buyer supplies designs, specifications or instructions which are incorporated into the goods sold hereunder, or modifies any goods or combines them with other products, Buyer warrants that such goods will not infringe any patent, trademark, copyright or other intellectual property of another, and Buyer agrees to indemnify, hold harmless and defend Seller, its affiliates, successors, assigns, customers and users from and against any and all such losses, damages, liabilities, claims and demands (including attorney's fees) and lawsuits at law or equity for infringement of any patents, trademarks, copyrights or other intellectual property rights pertaining to the goods arising from Buyer's designs, specifications or instructions. As to any intellectual property delivered by Seller, Buyer, subject to the Purchase Order Confirmation, shall only have a royalty-free and limited license to use such intellectual property as is necessary for the agreed upon, or ordinary, use of the goods and services sold by Seller.
21. Security Interest
Seller reserves a purchase money security interest in goods and services sold hereunder equal to the total purchase price. Said interest shall be released on receipt of payment in full. Buyer agrees to sign and give UCC forms to Seller for filing. Buyer's refusal to deliver a duly signed UCC authorizes Seller to sign and record this document and a UCC form as attorney-in-fact for Buyer to perfect said security interest of Seller.
22. Law, Disputes, Waiver of Jury Trial
The parties expressly exclude the United Nations Convention on the International Sale of Goods. The parties agree on the laws of Pennsylvania as the controlling law. Any legal proceedings commenced against Seller have to be commenced in the federal courts having jurisdiction at Seller’s place of business. In the event of court proceedings, the parties hereby waive any right to a trial by jury.
23. Software
If the Purchase Order includes software, standard software will be provided by the Seller (including a description/user documentation). Unless a separate license agreement applies, these terms shall also apply to the sale and delivery of the software. Seller grants the Buyer the non-exclusive and non-transferable rights of use of the software. Any transfer of any rights in respect of the software to a third party shall require the prior written consent of Seller. The Buyer may use the software only for its own purposes; it may not modify the software without Seller's prior written consent.
(May 2026)