Innovize Terms and Conditions of Sale
Orders as Offers to Purchase: Orders received by Innovize are offers to purchase. Orders are not binding on Innovize until and unless Innovize sends a written acknowledgment. All sales are subject to these Terms and Conditions of Sale. Any terms and conditions other than those contained herein (whether written or oral) are null and void, and the filling of any order by Innovize does not constitute acceptance of any different terms and conditions. Buyer, by accepting the goods, assents to these Terms and Conditions of Sale.
Prices: Innovize’s price quotes are subject to change and are good for the term stated on the quotation (30 days if no term is stated on the quotation). Unless otherwise specified (using terms such as “FIXED” or “NOT TO EXCEED”), the total amount of a price quotation is estimated and subject to the actual materials and services supplied, based on the unit prices specified. Prices are F.O.B. St. Paul, MN, USA, and are stated in US Dollars. All taxes (including, but not limited to, sales, use, excise or direct or indirect tax of a similar nature of federal, state, county, or municipal origin), are the responsibility of Buyer and will be in addition to the prices quoted. A tax exemption certificate must be provided to Innovize if such is applicable to the goods being furnished. If Innovize is required to collect/pay such taxes, Buyer will reimburse Innovize for the full amount.
Overages and Shortages: Buyer recognizes that the economical production of the goods prevents 100% quantity accuracy. Innovize’s delivery to Buyer of not less than ninety percent (90%) and not more than one hundred ten percent (110%) of the goods shall constitute compliance by Innovize.
Changes/Cancellation: Changes to the sales order requested by the Buyer are subject to acceptance by Innovize. Cancellation of orders accepted by Innovize can be made only with Innovize’s consent. If Innovize accepts cancellation, the Buyer must pay the cancellation fee set by Innovize, plus any reasonable additional charges which Innovize has incurred up to the point of Buyer’s change or cancellation notice directly related to acquiring and preparing goods for shipment. Innovize may refuse to deliver goods if it has reasonable grounds for insecurity concerning Buyer’s financial condition or Buyer’s ability or willingness to perform its obligation hereunder. Partial deliveries of goods may be separately invoiced by Innovize and Buyer shall pay for such partial deliveries according to the terms contained herein.
Buyer Documents: Buyer is responsible for ensuring Innovize has current specifications and other documents related to the manufacture of the goods. Unless otherwise specified by Buyer in writing, all Buyer documents will be retained for the longer of (i) a minimum of five years or (ii) a longer time period required by law.
Buyer Supplied Material: Innovize is not liable for the loss or destruction of material supplied by Buyer. Unless otherwise specified by the Buyer in writing, all material will be stored under normal warehouse conditions.
Title/Risk of Loss/Insurance: Title to and risk of loss of the goods shall pass from Innovize to the Buyer when the goods are placed in the possession of the carrier, F.O.B. Innovize’s shipping point for shipment to Buyer subject to a purchase money security interest retained by Innovize. Buyer shall insure the goods against “all risks” subject to normal exclusions, from the time the risk of loss passes to the Buyer, during transit, during unloading, during installation and continuously thereafter until all amounts payable by Buyer are paid in full to Innovize for no less than the total amount owing to Innovize, with loss first payable to Innovize, as its interests may appear. Evidence of such insurance satisfactory to Innovize must be provided by Buyer upon request, or Innovize, at its discretion, may procure such insurance at Buyer’s expense.
Acceptance of Goods: Buyer shall inspect the goods immediately upon receipt. Buyer’s failure to provide Innovize with written notice of any claim relating to the goods within seven (7) days of receipt of the goods shall be deemed to constitute satisfactory performance on the part of Innovize. Any such written notice of a claim not received by Innovize within the above-mentioned period shall be deemed waived. Buyer must hold goods for which Buyer makes any claim against Innovize at Buyer’s expense for Innovize’s inspection. If goods are damaged or lost in transit, Buyer agrees to pursue claims against the carrier.
Payments: Terms of payment are as stated on Innovize’s price quotation, or if no price quotation has been provided by Innovize, terms of payment shall be as stated on the Order Acknowledgment. Buyer shall pay all amounts payable to Innovize when due, time being the essence, and shall pay as part of the debt all expenses incurred by Innovize (a) for taxes, insurance, freight, carriage, warehousing; and (b) upon default, for reasonable attorney’s fees in enforcing Buyer’s obligations or preserving Innovizes rights and in taking possession, preserving and disposing of the goods sold to Buyer. All prices shown are net. Innovize may allocate payments to any one or more of Buyer’s accounts due and owing. Amounts remaining unpaid when due shall be subject to an interest service charge of 1-1/2% percent per month or the maximum interest rate permitted by law or whichever is lower on the unpaid total invoice balance. On accounts placed for collection, Buyer agrees to pay all costs of collection, including reasonable attorney’s fees.
Warranties and Disclaimers: Innovize warrants that the goods herein sold shall conform to the specifications provided by Buyer to Innovize, subject to variations in materials and color within industry standards. Innovize is compliant to ISO 13485 and ISO 9001:2015 standard, and makes no claim to be compliant to any other operational standard. This warranty is expressly in lieu of any other warranties and Innovize disclaims any other warranty, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ASSUMES ALL RISK AND LIABILITY FOR ALL LOSS, DAMAGE OR INJURY TO PERSON OR PROPERTY RESULTING FROM THE USE OF SAID GOODS IN MANUFACTURING PROCESSES OR IN COMBINATION WITH OTHER SUBSTANCES OR OTHERWISE. BUYER’S SOLE AND EXCLUSIVE REMEDY, AND THE LIMIT OF Innovize’s LIABILITY FOR LOSS FROM ANY CAUSE WHATSOEVER, SHALL BE THE PURCHASE PRICE OF THE GOODS AS TO WHICH A CLAIM IS MADE.
Limitation of Liability: Innovize SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY DEFECT, SHORTAGE, OR DELAY OR ANY BREACH OF WARRANTY. Innovize’s LIABILITY UNDER ANY CIRCUMSTANCES, INCLUDING Innovize’s NEGLIGENCE, SHALL NOT EXCEED THE PRICE OF THE DEFECTIVE GOODS. Innovize, in its sole and exclusive discretion, may remedy acknowledged defects by repair, replacement or refund of the price paid for defective goods for which a timely and proper claim has been submitted.
Tooling:Tooling that is quoted and purchased as a line item on a purchase order is the property of the buyer (once paid for). All other tooling, fixtures, jigs or special apparatus related to the order are the property of Innovize. Innovize will pay for storage and minor maintenance of tooling and will contact the Buyer to pay for any tooling maintenance that is caused by normal tool wear, maintenance needed to prolong the life of the tool or tooling changes. Buyer will be notified when tooling needs replacement and is responsible for those costs. The tool will be returned to the buyer at any time, provided the buyer pays for the return shipping and parts have been run in the prior 3 years. Buyer’s tooling will be stored at Innovize for a period of 3 years from the last order date of parts made from the tool at no cost to Buyer. After that 3 year period, tooling will be considered abandoned and will be disposed of by Innovize without further notification to buyer.
Force Majeure: Innovize shall not be liable for any failure or delay in performance hereunder if such failure or delay is due in whole or in part to acts of God, acts of any government, whether legal or otherwise, acts of public enemies, acts of terrorism, accidents, civil commotion or public strife, strikes, work stoppages, fires, wars, rebellions, forces majeure, or any other causes beyond Innovize’s reasonable control whether similar or dissimilar to the foregoing.
Innovize’s Right of Possession: Innovize shall have the right, in addition to all others it may possess, at any time, for credit reasons or because of Buyer’s default or defaults, to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all goods which may be stored with Innovize for Buyer’s account, without the necessity of taking any other proceedings, and Buyer consents that all the goods so recalled, retaken, or repossessed shall become Innovize’s absolute property, provided that Buyer is given full credit therefore.
Default: Buyer shall be in default if: (a) Buyer fails to pay or cause to be paid any amount required to be paid when due; (b) any petition shall be filed by or against Buyer in any court, whether or not pursuant to any statute of the United States or of any State in any bankruptcy, reorganization, composition or extension and if such proceeding is not dismissed within ninety (90) days after institution; (c) Buyer is unable to pay its debts as they fall due; (d) any material representation made by Buyer to Innovize is false or misleading; or (e) Buyer fails to perform or observe any other requirement of this agreement and such failure shall continue for thirty (30) days following written notice by Innovize. Innovize shall have all the rights and remedies of seller and a secured party under the Uniform Commercial Code in addition to all other rights as established herein, which rights and remedies to the extent permitted by law, shall be cumulative. Where permitted by law, the standard by which fulfillment of rights and duties is to be measured shall be in the reasonable commercial judgment of Innovize. A waiver by Innovize of any breach or default shall not constitute a waiver of any subsequent breach or default. Upon default and written demand by Innovize to Buyer, Innovize shall have the right of immediate possession of the goods which Buyer agrees to peacefully tender to Innovize, and/or the entire contract indebtedness remaining unpaid shall become immediately due and payable.
Disputes: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Any legal action shall be resolved in the courts of Ramsey County, Minnesota, or United States District Court in and for Minnesota, and Buyer hereby consents to the jurisdiction of such courts. These terms and conditions shall be deemed severable. If any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
Indemnity: Buyer hereby agrees to defend and hold harmless Innovize in any action, civil or criminal, brought against Innovize by any third party (i) for the infringement or misuse of any patent, trademark or trade name related to the manufacturing of the goods of Buyer to Buyer’s specifications; or (ii) for injury, alleged injury, death, property damage or alleged property damage arising out of or in any way connected with the use, possession, or transfer of the goods manufactured and delivered hereunder.
Entire Agreement: These Terms and Conditions and any agreement to which these Terms and Conditions are attached constitute the entire agreement between the parties relating to this transaction and any course of prior dealings, promise or conditions in connection therewith or usage of trade not incorporated herein shall not be binding upon either party. No waiver, alteration or modification of any of the provisions of the agreement shall be binding unless made in writing and signed by a specifically authorized representative of Innovize.
Security Interests: Buyer hereby grants a security interest in the merchandise described in the quotation or sales order acknowledgment to which these terms and conditions are attached to secure the payments of any sums now or hereafter due to Innovize from the Buyer. To permit Innovize to perfect its security interests, Buyer shall prepare, execute and file financing statements in the appropriate place(s) upon Innovize’s request.
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