These Dayton Rogers Manufacturing, Co. (“Dayton Rogers”) terms and conditions of purchase (“Terms”) govern the purchase (“Order”) of all goods and/or services (“Goods”) by Dayton Rogers or any of its subsidiaries or affiliated companies (“Dayton Rogers”) from any third party (“Vendor”).
1. Agreement. Vendor's delivery of Goods to Dayton Rogers (via purchase order, shipping schedule or in additional terms in Vendor's documents. Dayton Rogers and Vendor agree that the Terms constitute a complete and exclusive statement of their agreement. The Terms may not be changed or waived except in a writing signed by Dayton Rogers. The phrase "Goods" also applies to property entrusted to Vendor by Dayton Rogers for Vendor to perform its services on such Goods.
2. Price and Payment. Price quotations are valid for ninety (90) days from the date of quotation unless otherwise set forth in the Purchase Order Terms. Payment will be made to the address provided by Vendor within forty five (45) days of the receipt of Vendor’s correct invoice.
3. Purchase Order Terms. All terms included in any Dayton Rogers purchase order (“Purchase Order Terms”) are incorporated herein and are part of the Terms.
4. Warranty. Vendor warrants (i) that the Goods furnished by it shall be free from defects in workmanship and materials; (ii) that the Goods furnished by it shall conform to and be of the kind and quality described in the Purchase Order Terms and the plans and specifications; (iii) that the Goods furnished by it shall perform in the manner specified; (iv) that it will not damage the Goods and (v) that the Goods furnished by it shall comply with all requirements of the Purchase Order Terms. Vendor warrants all Goods for the period of time that Dayton Rogers warrants the Goods to its customer. Vendor shall correct any nonconformance at its sole expense, as directed by Dayton Rogers, by promptly: (i) repairing or replacing the non-conforming Goods (and correcting any plans, specifications or drawings thereby affected) in a timely manner; (ii) furnishing Dayton Rogers any materials, parts and instructions necessary to enable Dayton Rogers or its customer to correct or have corrected the nonconformity; reimbursing Dayton Rogers for the full cost to replace any property of Dayton Rogers that was placed in the custody of Vendor and was damaged by Vendor, or (iii) refunding the purchase price, or an appropriate portion thereof, to Dayton Rogers.
5. Delivery and Risk of Loss. Delivery will be F.O.B. Dayton Rogers’ plant or other point of delivery directed by Dayton Rogers. Dayton Rogers will determine the method of shipment, routing of Goods and responsibility for payment of the delivery charges. Time is of the essence and all Goods must be delivered in accordance with the Terms. Vendor is solely responsible for all expenses, losses and reasonable storage costs arising from any act or request by Vendor that delays shipment or performance to Dayton Rogers.
6. Order Modification and Cancellations. No Order may be canceled or modified by Vendor (without prior written approval from Dayton Rogers). Orders are not subject to deferred shipment by Vendor without Dayton Rogers’ written authorization. No Order may be canceled or modified by Vendor without prior written approval from Dayton Rogers.
7. WARRANTY DISCLAIMER & LIMITATIONS. DAYTON ROGERS WILL NOT BE LIABLE TO VENDOR FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC INJURY DUE TO ANY DELAY, NON-ACCEPTANCE, OR OTHER BREACH BY DAYTON ROGERS. VENDOR REPRESENTS AND WARRANTS THAT THE GOODS WILL CONFORM TO THE SPECIFICATIONS PROVIDED BY DAYTON ROGERS. VENDOR FURTHER REPRESENTS THAT THE GOODS WILL BE DELIVERED IN GOOD CONDITION AND FREE FROM ANY DEFECTS IN MATERIAL OR WORKMANSHIP. THE GOODS WILL BE FREE FROM ALL CLAIMS OR INTERESTS OF THIRD PARTIES. IF ANY GOODS ARE DEFECTIVE IN WORKMANSHIP OR MATERIALS OR SUCH GOODS FAIL TO MEET DAYTON ROGERS’ SPECIFICATIONS VENDOR SHALL, AT DAYTON ROGERS’S SOLE OPTION, REPAIR OR REPLACE SUCH GOODS OR ISSUE A FULL REFUND TO DAYTON ROGERS FOR THE PURCHASE PRICE PLUS ANY CONSEQUENTIAL OR INCIDENTAL DAMANGES INCURRED.
8. Vendor Obligations. Vendor must notify Dayton Rogers of any nonconformance relating to the Goods supplied by Vendor. Vendor must notify Dayton Rogers and procure Dayton Rogers approval if there is a change in Vendors product and/or process, suppliers, manufacturing or facilities location.
9. Dayton Rogers’ Rights. Dayton Rogers retains all rights and remedies of purchasers under applicable law. Dayton Rogers’s rights and remedies are cumulative and may be exercised at any time. No failure by Dayton Rogers to enforce any right on one occasion shall constitute a waiver of any future exercise of that right. Dayton Rogers, its customer, or regulatory agencies (“Inspection Parties”) for which the product is produced, will retain the right of entry to Vendor’s place of business to determine quality of contracted work, records, materials and systems if deemed necessary. Vendor shall allow and will furnish without additional charge reasonable facilities for inspections by the Inspection Parties.Conflict.
10. Conflict. No modification or waiver of the Terms shall be deemed effected by acknowledgment, order or confirmation containing other or different terms. Should any acknowledgment, order or confirmation received from Vendor contain additional or different terms than the Terms, those terms shall be considered proposals by Vendor and are hereby rejected.Acceptance.
11. Accpetance. Acceptance of the Terms shall occur and a contract created between Vendor and Dayton Rogers upon Vendor’s execution of this Agreement or upon Vendor’s delivery of Goods to Dayton Rogers (via purchase order, shipping schedule or in any other verbal or written manner), whichever occurs earlier. Vendor’s acceptance of these Terms need not mirror the offer or quotation before a contract is formed.
12. Time. Any action by Vendor against Dayton Rogers for breach of this Agreement or for any other claim arising out of or relating to the Goods or their design, manufacture, sale or delivery must be brought within one year from the date the cause of action accrues.
13. Independent Contractor. The relationship between Dayton Rogers and Vendor shall be that of independent contractors and neither party shall be construed as an employee, agent, partner or joint venturer of the other.
14. Intellectual Property. Vendor warrants that the Goods and services provided by Vendor do not infringe on patents or other intellectual property rights of any third party and agrees to defend and indemnify Dayton Rogers and assume all liability and expense incurred either by the Vendor or Dayton Rogers for any such alleged infringement including, without limitation, court costs and legal fees.
15. No Third Party Beneficiaries. The Terms and the Goods manufactured by Dayton Rogers hereunder are for the benefit of Dayton Rogers and Vendor only and do not confer any rights to any other party as a third party beneficiary or otherwise.
16. General. The Terms and relationship between Dayton Rogers and Vendor shall be governed by and interpreted according to Minnesota law. Minnesota choice of law provisions shall have no effect. Should any provision contained herein be illegal or unenforceable, the validity of the remaining provisions shall not be affected thereby. If any provision herein is determined to be overbroad as written, that provision should be considered to be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended. This Agreement, the Terms and the Purchase Order Terms contain the entire agreement between Vendor and Dayton Rogers with respect to the subject matter hereof. Any change in the Terms must in the form of a written amendment to the Terms and signed by an authorized officer of Dayton Rogers.
If you have any questions about these terms and conditions, the practices of this site, or your dealings with this site, please contact us at:
Dayton Rogers Manufacturing Company
c/o David Fenske
Chief Legal Officer