Policies

T-E-S Tube Equipment, Inc., DBA as Vogel Tool & Die, (hereinafter Seller), Terms, Conditions of Sale and Warranties.

All sales, delivery of, or quote for, parts, tooling, and/or machinery and equipment is in accordance with the specifications set forth below and is governed by the following conditions:

Regarding quotes: No contract exists until accepted by Seller with an aknowledgment. All aknowledgments are a contract between buyer and seller, that shall be deemed executed in the State of Illinois, in the county of DuPage. This contract includes the Terms and Conditions of Sale set forth herein, whether or not the same are incorporated by reference or otherwise and regardless of any provisions contained in any other document relating to the sale. If these Terms, Conditions of Sale and Warranties do not appear on or are in conflict with Buyer's purchase order, the Sellers Terms, Conditions of Sale and Warranties will prevail. Buyer's acceptance of these Terms, Conditions and Warranties shall be conclusively presumed from Buyer's failure to state expressly his objections in writing at the time Buyer transmits his order, or sends a deposit to Seller. This contract shall be construed according to the laws of the State of Illinois. If any subsequent changes are made in methods or designs, the Seller reserves the right to revise prices and delivery if necessary.

SECURED PARTY: "Seller", as used in the Agreement, is intended to mean "Secured Party", and "Buyer", as used in this Agreement, is intended also to mean "Debtor", as defined in the Uniform Commercial Code.

CREDIT AND TERMS OF PAYMENT: Terms of payment shall be in accordance with the printed or typed terms on face the order aknowledgment
In general accounts will be opened only with firms or individuals with approved credit. The Seller reserves the privilege of declining to make deliveries except for cash whenever, for any reason, doubt as to the Buyer's responsibility develops. Terms of Payment on standard stocked items subject to credit approval are as follows:
A Discount of 2% is allowed on invoices paid within 10 days of date of invoice, the Net is due in 30 Days. It is our standard policy to request a deposit on specially designed dies, special modifications to standard tools, and progress payments on large or special machines. With approved credit, our usual terms on small custom or modified standard dies and tools are 50% upon placement of order, and balance invoiced upon shipment. On large machines or large automated dies, we usually require 30% deposit with the order, 30% upon completion of design and issuance of purchase orders to suppliers, 20% upon completion of construction and submission of samples and prior to shipment, and the Balance Invoice upon Shipment 2% Ten Net 30 subject to credit approval.
If requested Seller can issue an invoice for Deposits and Progress Payments. However these invoices are due immediately upon receipt, and are not discountable. Any delay in receiving payment, whether invoiced or not, will cause Seller to stop work on the order, thus extending the delivery date, or subjecting the order to possible cancellation(see #4 CANCELLATION and #5 RETURN POLICY).
The agreed price herein is based upon the Buyer's agreement to accept the delivery of all of the ordered merchandise at the time of completion. Failure of the Buyer to accept delivery at time of completion will not relieve the Buyer of any obligation for payment. Any calculations of terms for final payment will be calculated from the date the Buyer is advised that the item is ready for shipment. Items held for more than two weeks will subject Buyer to storage charges which are due in full within 10 days from date of the invoice. Failure of the Buyer to make payment within said time shall give Seller the option to, cancel any balance of the order, liquidate the material or equipment and invoice the Buyer for any shortage from that owed.
Any extension of credit by Seller beyond the terms of payment specified herein, shall be subject to a service charge of one and one-half percent(1½%) per month. In event Seller is required to employ a collection agency or an attorney to enforce collection, Buyer agrees to pay all of Seller's fees, costs, and expenses, including attorney's fees.
All customers are invited to make an appointment to visit us to review progress on any die machine which has had any advance payment.

QUOTATIONS: Delivery quotes are estimates only, based on actual manufacturing time depending on work loads, available man-hours and the availability of raw materials and supplies. Typographical and clerical errors are subject to correction. Until an order is accepted by Seller (by acknowledgment), quoted prices are subject to change without notice. All quotations, unless otherwise stated, are for immediate acceptance.

CANCELLATION POLICY: Orders may be canceled by Buyer or deliveries deferred only upon the condition that the Buyer assume immediate liability and make payment to the Seller for all work completed, work in process on the basis of percentage completed, raw material and purchased items whether received by Seller or covered by commitments made by Seller, unamortized tooling, engineering and other cancellation charges incurred on the basis of cost to the Seller plus handling and overhead charges. Cancellation charges will be estimated and billed at the time of cancellation or deferment. Final adjustments for cancellation will be made and invoiced or credited within 30 days of cancellation.
Seller reserves the absolute right to cancel the contract (1 )upon breach of contract by the Buyer, (2) upon failure by the Buyer to make any payments required by this contract, (3) upon insolvency or bankruptcy of the Buyer, (4) if the Seller has good faith doubt to the Buyer's ability to pay in accordance with stated terms of payment.

RETURN POLICY: No items may be returned without prior written authorization from Seller. All items must be returned freight prepaid unless prior authorization has been given by Seller. If an item is ordered in error by customer - standard stocking items will be credited, less 20% restocking charge, if unused. Any used items will be carefully inspected, and seller will determine ability to resell. Special tooling, in general, is not returnable. However, at Seller's discretion, after reviewing and carefully inspecting the possibility of resale, some percent of credit might be allowed by Seller.

WARRANTY: Seller warrants that the merchandise to be manufactured under the terms of this contract will be free of defects in workmanship and material for sixty days from the date of shipment, and that such merchandise conforms to contract specifications, provided the defective part is returned to Seller within ten days after failure of the defective part or equipment. This warranty is made in lieu of all other warranties, express or implied including, without limitation, any implied warranty of merchantability or fitness for any particular purpose.
Equipment must have been properly installed, maintained and used under normal conditions in accordance with the instructions of Seller. Warranty is offered to original purchaser only, and Seller has sole right to determine whether defective part shall be repaired or replaced. Purchased parts such as cylinders, valves, push buttons, motors, etc, are covered by the manufacturer's Warranty. Normal wear on parts such as cutting members, is specifically excluded from warranty as is breakage of those parts because of inadequate or improper sharpening or lubrication. Under NO conditions will Seller be responsible for down-time, loss of good will, or consequential damages.
No parts, whether under warranty or not, may be shipped to Seller without prior authorization. Any authorized return shipment must be via the lowest cost method unless authorized by Seller.

NO WARRANTIES, other than those specifically set forth herein or modifications of contract, shall be binding on either party unless in writing signed by the party to be charged, and no acts or conduct on the part of the Seller or any of its representatives shall constitute a waiver of any of the terms of this contract.

CLAIMS: All complaints or claims for nonconformance to specifications must be made to Seller, in writing, within thirty days after delivery, specifying same in detail. Unless such claim is made within the time set forth, the merchandise shall be deemed to have been delivered in satisfactory condition and in accordance with specifications and the terms of this contract. Buyer shall afford Seller prompt and reasonable opportunity to inspect merchandise as to which any claim is made. The liability of the Seller for any cause whatsoever shall be limited to the repair or replacement of any defective merchandise. If such claim is sustained and material furnished is not as ordered to the satisfaction of both parties, the Seller, at sole discretion of Seller, shall repair, replace, or credit. Under no circumstances will the Seller be liable for damages or any claims for consequential damages, down time, loss of good will, or expense involved in fabrication done on production products. Seller will not allow claims for defective goods on those parts further processed by the Buyer and resulting in change of either dimensions or characteristics from parts as ordered.

DELAYS: Seller shall not be liable for failure to deliver or delays in delivery occasioned by causes beyond Seller's control, including without limitation, fire, flood, labor disputes, act of public enemy, act of governmental authority, shortage of or increase of raw materials, failure to maintain factory production schedules, acts of God, machinery breakdowns, or delays of carriers or suppliers. In the event of any delay in delivery due to such causes, unless otherwise agreed, the time for delivery shall be deemed extended. Delayed orders may be canceled by Buyer under the terms described in #4 CANCELLATION and #5 RETURN POLICY.

SHIPMENT: In ordering, the Buyer should state explicitly the method of shipment preferred and, in the absence of shipping directions, the Seller will use discretion, normally shipping via United Parcel Service when packages are small, or common carrier, for larger and / or heavier shipments. Shipments will be insured at Buyer's expense.

RISK OF FREIGHT LOSS & FREIGHT CLAIMS: Risk of loss or damage from the time of shipment is assumed by the Buyer. Unless otherwise specified by Buyer, Seller will select a regular insured commercial freight carrier and arrange for shipment costs to be charged to Seller and added to Buyer's invoice. Common carrier shipments are "freight collect", Seller will invoice Buyer for equipment cost, Carrier will collect payment for shipment & insurance direct from Buyer. All packages and shipping containers must be inspected for damage upon arrival at Buyer's plant. Any damage must be noted on the freight papers and reported immediately to the freight carrier. The damaged container must be kept in order to make an insurance claim. Taking a photograph of a damaged container is always a good practice. Failure of the Buyer to fully document and report any damaged and/or missing parts at the time of receipt may cause the freight carrier to reject the claim leaving the Buyer fully responsible for the loss.

PACKAGING & PAINT: Unless specifically stated to the contrary, quotations are made and orders are accepted for delivery as fast as manufactured by partial shipment, packed in suitable crates or corrugated boxes for tooling parts. Machines are normally shipped uncrated without skids. Crates, skids, or export packaging is an extra charge and can be quoted.
All products are painted Vogel's standard colors. Special paint can be quoted, advise prior to ordering.

PATENTS: It is not the intention of the Seller to manufacture any product which is an infringement of a patented article. Where Buyer supplies specifications for parts to be made by Seller, or where Seller makes Tools, Dies or other equipment to produce such parts, it is agreed that the Buyer will defend and save harmless the Seller from any and all expense involved in any claims for damages from infringements of letters patent by the manufacture of such parts or the manufacturer of equipment to produce those parts.

ENGINEERING CONSIDERATIONS: Where a die (or machine or parts which will require insertion of parts cutoff or supplied by other suppliers) is constructed, actual production SAMPLES must be supplied for fit-up or try-out purposes. Where dies are going to be used in HYDRAULIC PRESS, PUNCH PRESS, IRONWORKER, or machine, Buyer must supply Seller with all information concerning SHUT HEIGHT, STROKE, TONNAGE, ADJUSTMENTS, CLEARANCES - left to right and front to back, the size and position of all shank holes, rams, bolster plate holes, frame parts and any other obstructions. Note: Hydraulic Presses usually cannot be used for a die where loading is considerably off center. Where a machine or die requiring ELECTRICITY OR AIR is to be constructed, Buyer must advise Seller of the STANDARD VOLTAGES available in its plant and the pressure and AVAILABLE CFM of its compressor. If not supplied Seller will assume that buyer has sufficient available CFM at a minimum of 100 PSI to handle the job.

DESIGN: All detailed blueprints of tools are considered proprietary property of Seller and if copies are desired, should be negotiated PRIOR to ordering. Seller GRANTS NO RIGHTS to Buyer for manufacture or reconstruction of proprietary assemblies or components thereof whether or not the assemblies or components are covered by one of Seller's patents. All prints and drawings furnished at any time by Seller are for maintenance and repair only. Seller reserves all rights in equipment design and methods of utilization thereof, except those granted to Buyer by operation of law.

PRODUCTION ESTIMATES: Production estimates are estimated only, based on our understanding of the material handling and equipment operation. Seller makes NO GUARANTEE that actual production rates achieved in Buyer's plant will meet the estimates.

TRAINING AND OR INSTALLATION: Unless otherwise stated training and/or installation ARE NOT INCLUDED in prices quoted. However, both are available either in the field or at our factory. If interested please request a quote.

TOLERANCES: All dimensions must be limited by specified tolerance. When not specified, it is understood that commercial tolerances apply. When Buyer purchases pursuant to his own specification, the Seller will not be responsible for the design and fitting of parts: the conforming of the Seller's product to the specified tolerances is sufficient evidence as to the correctness of the product. Where tolerances on production parts are closer than commercial limits, or when dimensions cannot be readily gauged with micrometers, such gauges may be furnished by Buyer or supplied by Seller at an extra charge. Tooling built to manufacture parts to meet a customer's blueprints, which produces parts that conform to the tolerances specified, is sufficient evidence as to the correctness of the product.

INSPECTION: Inspection of sample parts by the Seller is made on the percentage basis only. If 100% inspection is required, it will be at Buyer's expense, and only such parts proved not as ordered by the Buyer's inspection may be returned with a claim for repair, credit, or replacement as covered by No. 8-CLAIMS and No. 5-QUANTITIES.

SAFETY: Seller is concerned about the safety of Buyer's employees and, therefore, adds guards, either as a standard or as an option, on all machines which it builds. However, it is impossible or impractical, in most cases, for Seller to build guards for dies which will be used in a punch press. These require that the press, itself, be guarded.
Note: Federal Law Provides:
"IT SHALL BE THE RESPONSIBILITY OF THE EMPLOYER TO PROVIDE AND INSURE THE USAGE OF "POINT OF OPERATION GUARDS" OR PROPERLY APPLIED AND ADJUSTED POINT OF OPERATION DEVICES ON EVERY OPERATION PERFORMED ON MECHANICAL POWER PRESS."
Seller does not warrant that any safety devices or features supplied with its equipment meet the requirements of any local, state, federal, or foreign laws or regulations, including those issued under OSHA. Should the Buyer require any additional devices or features, they should be specifically identified, and Seller will amend its quotation accordingly.

INDEMNITY: Buyer shall use and shall required its employees to use all safety devices, guards, and proper safe operation procedures as set forth in manuals and instructions furnished by Seller or required by the Occupational Safety and Health Administration (0SHA). Buyer shall not remove or modify any such device, guard or warning sign. Buyer shall notify Seller promptly, and in any event within seven days, of any accident or malfunction involving Seller's product which results in personal injury or damages to property and shall cooperate fully with Seller on investigating and determining the cause of such accidents or malfunctions. Buyer agrees to indemnify and save Seller harmless from any claim arising from such accident or malfunction.

COMPLIANCE WITH LAWS: Seller agrees to comply with all applicable State, Federal and Local Laws, Rules and Regulations and Fair Labor Standards Act of 1938 as amended. Executive Order 11246 Equal Employment Opportunity Act as amended.

SEVERALTY: Each provision of this contract is severable from every other provision, and if any provision should be held to be unenforceable or void, it shall be treated as if deleted here from, and the remainder of this contract shall be enforced according to its terms.

SECURITY INTEREST: This agreement is intended to and does create, and Buyer grants to Seller, a security interest in the merchandise herein above described to secure the performance or payment of the obligations of the Buyer to Seller hereunder. Seller shall have the right in addition to all others it may possess, at time, for credit reasons, to withhold shipments, recall goods in transit, and retake and repossess all tooling, parts, and goods which have been delivered to the Seller and for these purposes Seller retains title until he has received payment in full. Buyer hereby represents and warrants, in writing, that it is solvent within the meaning of the Federal Bankruptcy Law and can pay its debts as they become due and in the event of misrepresentation of said solvency Seller will be entitled to reclamation of all goods not paid for.

CONTRACT: This contract constitutes the entire understanding and agreement between Seller and Buyer with regard to all matters herein. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This contract may be amended only in writing, signed by both Seller and Buyer.

BINDING CONTRACT: This Agreement shall be binding and constitute a valid contract upon both parties when a written order is accepted and approved by Seller.

VENUE: This contract is made in DuPage County, Illinois which, at Seller's option, shall be the stipulated venue for the purpose of any litigation which may arise under its terms.

TAXES: All Federal, State, and Municipal Taxes now in effect hereinafter enacted that are applicable to this transaction shall be for the account of the Buyer, and if paid or required to be paid by the Seller, the amount thereof shall be added and become part of the price payable by the Buyer, and if not included in our original invoice, we reserve the right to invoice such tax as may be imposed at a later date and the Buyer shall pay this tax to Seller or directly to the government agency levying such a tax. Illinois Sales Tax will be added to the invoice for all purchase orders placed by Illinois Corporations or for all shipments within Illinois unless Buyer supplies Seller with proper documentation and BUYERS RESALE NUMBER or EXEMPTION CERTIFICATE.

CHANGES: Whenever possible Seller will try to accommodate details, and modifications desired by our customers. However modifications that are above and beyond those originally quoted will be charged on a time and material basis.

FAIR LABOR STANDARDS ACTS: Seller hereby certifies that these goods were produced in compliance with all applicable requirements of Section 6, 7, and 12 of Fair Labor standards act, as amended, and of regulations and orders of the United States Department Of Labor issued under Section 14 thereof.

MINIMUM ORDER: The minimum individual order is $25.00; the balance will be considered a service charge.

F.O.B.: Shipping Point, West Chicago, Illinois, unless otherwise noted. (Items and machines, not manufactured by Seller will be F.O.B. manufacturer or other distribution center).