Terms & Conditions of Purchase
These Terms and Conditions (“Agreement”) govern all purchases by Manitowoc Tool & Manufacturing, L.L.C. (“MTM”) from the seller identified in the purchase order (“Seller”).
1. Offer and Acceptance
This purchase order is MTM’s offer to purchase goods and/or services (“Products”) from Seller. Acceptance is limited to these terms. MTM rejects any additional or conflicting terms contained in Seller’s documents. Once accepted, this Agreement becomes the entire contract between the parties and supersedes all prior negotiations or communications.
2. Prices
Prices stated on the purchase order are firm and final. All shipping charges must be clearly itemized and confirmed in the Seller’s quotation. No shipping charges in excess of those agreed upon in the quotation shall be invoiced without MTM’s prior written consent.
3. Invoices & Payment
A separate invoice must be issued for each shipment and must reference MTM’s purchase order number. Invoices must be mailed directly to MTM’s general office in Manitowoc, Wisconsin or emailed to accounting@mantoolmfg.com. Payment shall be made in accordance with the payment terms agreed upon between MTM and Seller, following delivery of conforming Products and receipt of a correct invoice.
4. Delivery
Delivery must meet the schedule, quantities, and requirements stated by MTM. On-time delivery is essential. Failure to deliver on time gives MTM the right to cancel the order without liability.
5. Packaging & Shipping
All shipments must reference an MTM purchase order number. Products must be packaged to prevent damage and minimize freight costs. Risk of loss remains with Seller until MTM receives the Products.
6. Inspection and Acceptance
Payment does not equal acceptance. MTM may reject nonconforming or defective Products at any time after delivery. Nonconforming and defective Products will be returned at Seller’s expense. Replacements may only be shipped with MTM’s approval.
7. Modifications
MTM may issue written changes to specifications, quantities, or delivery schedules. If such changes affect cost or delivery, Seller must request an adjustment within 10 days.
8. Warranties
Seller warrants that all Products are free from defects in design, material, or workmanship, meet MTM’s specifications, are fit for their intended purposes, and comply with all applicable laws and regulations. Warranties survive inspection, delivery, and payment. If Products breach warranty, Seller must, at MTM’s option, repair, replace, or reimburse MTM, including costs of repairs or recalls.
9. Taxes
Unless specified on the purchase order, MTM is not responsible for any taxes, duties, or assessments related to the Products.
10. Indemnity
Seller shall indemnify, defend, and hold harmless MTM, its affiliates, and their respective officers, directors, employees, agents, and successors from and against any claims, damages, losses, or expenses (including attorney fees), whether direct or indirect, arising out of Seller’s performance, the Products, or infringement of third-party rights, to the fullest extent permitted by law.
11. Cancellation by MTM
MTM may cancel this order, in whole or in part. For convenience: liability is limited to Seller’s actual costs incurred up to the cancellation date. For cause: MTM has no liability if Seller breaches this Agreement, fails to deliver, or becomes insolvent.
12. Tools, Drawings & Technical Information
All tools, drawings, specifications, and technical information provided by MTM remains MTM’s property. Seller must treat them as confidential, insure them, and return them on request.
13. Confidentiality
Seller must keep confidential all information about MTM’s purchases and may not disclose or use it without MTM’s written consent.
14. Labor Compliance
Seller certifies that Products comply with the Fair Labor Standards Act, OSHA, and all applicable federal and state labor and equal opportunity laws.
15. Delays
Seller must immediately notify MTM of any actual or potential delays, including labor disputes. MTM is not liable for delays caused by force majeure events (e.g., natural disasters, strikes, accidents, government actions, transportation failures).
16. Hazardous Materials
If Products contain hazardous materials, Seller must identify them and provide all required labels, warnings, and safety instructions.
17. Insurance
Seller must maintain at its own expense: Commercial General Liability Insurance with limits of at least $1,000,000 per occurrence / $2,000,000 aggregate; Workers’ Compensation as required by law; and Automobile Liability Insurance if vehicles are used in performance of the order. Seller must provide MTM with a certificate of insurance upon request and name MTM as an additional insured on liability policies.
18. Remedies
MTM’s rights and remedies under this Agreement are in addition to all other legal rights and remedies.
19. Governing Law
This Agreement shall be governed by the laws of the State of Wisconsin, without regard to conflict of law rules.