Standard Terms and Conditions Applying to Products and Services Sold by WGI INC.
In addition to any terms or conditions of sale on the face of this quotation, the following provisions will apply unless otherwise agreed to in writing.

The terms and conditions of sale contained herein apply to all quotations made and purchase orders entered into by WGI. These terms and conditions supersede and replace any terms and conditions attached to Purchaser’s order and WGI’s acceptance is expressly conditional upon Purchaser’s acceptance of these terms and conditions. No waiver, alteration, or modification of any of the provisions hereof shall be binding unless in writing, signed by a duly authorized representative of WGI, and only for specific modifications, waivers or alterations are actually written in that document, inclusion by reference to another document does not constitute acceptance by WGI.

All orders or contracts must be approved and accepted by WGI at its office in Southwick, Massachusetts. The law of the State of Massachusetts hereto shall govern this agreement and all the relations of the parties.

Purchaser agrees and promises not to disclose or transfer WGI Proprietary Design Information to any other person, firm, corporation, or entity for any purpose, including without limitation to design, manufacture, or repair of a part, series of parts, or part details; reverse engineer a part, series of parts, assemblies or part details; compare a part or design of a part, or apply for Parts Manufacturer Approval (PMA), or Designated Engineering Representative (DER) approval for a PMA or a repair procedure or other domestic or foreign government approval to manufacture a part, series of parts, assemblies or part details, without WGI’s express written consent.

Without limitation, Purchaser shall remain and continue to be obligated to perform each and every provision of this
Agreement with respect to Proprietary Design Information in its possession, notwithstanding expiration or renovation of any solicitation or completion or termination of any purchase order.

Quotation prices are valid for 90 days unless otherwise agreed upon. WGI’s prices do not include sales, use, excise, personal property, or similar taxes, which are the responsibility of the buyer.

Regardless of any other document, including subsequent purchase orders, all WGI quoted prices are subject to change due to variation in material, and supplier costs, and any additional requirements from the customer either general or specific to a part that may add specific or overall cost to servicing the account.

Invoices are due and payable, net thirty (30) days from the invoice date unless discounts for “Fast Payment” is offered and accepted at the time of order. If payment is not received in accordance with the stated terms, interest may be charged at a rate of 1.5% per month (18% annually) of the unpaid balance more than 30 days old. The Purchaser will pay all reasonable expenses incurred by WGI to enforce these terms.

Each shipment shall be considered a separate and independent transaction, and payment therefore shall be made accordingly.

Purchaser grants to WGI a security interest in all products covered by this agreement until such time full purchase price is paid. Overhaul and Repair product/parts inactive or unclaimed by the customer for 12 consecutive months become the sole property of WGI without recourse.

Credit may be established at our sole discretion. If in the judgment of WGI, the financial conditions of the Purchaser at any time do not justify the continuation of production or shipment on the terms of payment originally specified, WGI may require full or partial payment in advance. Purchaser shall pay all reasonable fees for collection of any amounts owed to WGI by Purchaser.

If the product covered by this agreement is canceled at the request of the Purchaser, costs for that portion of the materials purchased and the work completed shall be invoiced at the percentage of completion with normal profit. If the amount of completion equals or exceeds 90%, invoicing will be at 100% of the contract price in effect at the date of cancellation.

WGI is not responsible for the safety or preservation of any items owned by the customer, which are stored at WGI at the customer’s direction unless both parties execute a separate agreement for compensation in the form of storage fees, which also provides for insurance on the stored material to be paid by the customer. Any protection or preservation of the customer’s material is dependent on such insurance being up to date. Such an agreement must be separate from and not dependent upon any other agreement, such as a termination agreement. Any liability that WGI may have under a storage agreement will be limited to the market value of the items stored, factoring in a discount of 20% for each year of their age.

Under no circumstances will WGI store customer-owned material for longer than 5 years.

Where contracts exist, discounts and rebates will be considered null and void and the price will default back to the original unit price if payment is not received in the agreed-upon terms.

WGI will accept reasonable schedule changes, however, any “Pull-Ins” or “Push-Outs” within four (4) weeks of the agreed-upon delivery date may be accepted or rejected without impacting the seller’s delivery rating. In the event that the delay accumulatively extends beyond ninety (90) days from the date of the order, shipments shall be billed at those prices in effect at the time of the purchase order.

Delivery changes may be subject to expedite or premium charges.

Conversely, if parts that were scheduled to ship within a “Four Week” window are accumulatively moved out more than six(6) months, handling charges and/or termination charges will be applied. Schedule changes to work in process (inside of quoted lead-time), which are accumulatively moved out more than nine (9) months, will be subject to handling charges and/or termination charges.

Unless otherwise specified, delivery shall be FOB WGI’s factory, Southwick, Massachusetts, and the method of shipment and carrier be selected by WGI unless the Purchaser has specified a method of shipment and carrier ten (10) days prior to scheduled shipment.

Claims for shortage and errors must be made in writing within ten (10) days of delivery.

WGI shall not be liable for delays in delivery or failure to manufacture or deliver (1) due to causes beyond its reasonable control, or (2) due to acts of God, acts of the Purchaser, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, war, riot, delays in transportation or car shortages, or (3) inability due to causes beyond its reasonable control to obtain necessary labor, materials, components or manufacturing facilities. In the event WGI is unable, due to such occurrence or otherwise, to fulfill its total commitments, Purchaser agrees to accept deliveries in accordance with such plan or schedule as WGI may adopt.

The term “Tooling” shall include all items such as molds, dies, forms, jigs, mandrels, fixtures, and other special equipment, except machinery, which is required to produce the goods.

Tooling charges are quoted as a partial charge of the total tooling cost for tool usage and set up. All tooling shall remain the property of WGI. WGI agrees to maintain such tools in good working order for a period of two (2) years following the last usage. WGI’s responsibility with respect to tooling is limited to proper design, proper handling in manufacturing and storage, and adequate insurance. The purchaser will be responsible for (a) cost resulting from alterations requested by them, and 3(b) additional costs incurred when Purchaser requires faster delivery and for a greater volume of units than that for which the original tools were designed.

If the articles, which are the subject hereof, are to be produced according to Purchaser’s specification, Purchaser agrees to indemnify WGI against and hold harmless from all judgments, decrees, costs, and expenses including reasonable attorney’s fees resulting from any alleged infringements of any United States or foreign letters patent.

WGI will provide commercial packaging adequate, under normal conditions, to protect the goods in shipment and identify the contents. Should Purchaser request any special packaging, it will be done at Purchaser’s expense.

WGI assumes no responsibility for the performance of products manufactured to the Purchaser’s design or specifications, nor for defects in raw material, parts, or sub-assemblies furnished by the Purchaser or his agents.

WGI warrants that at time of delivery to Purchaser, its Products will comply with applicable WGI/Purchaser documentation and will be free from defects in workmanship and material as per that documentation. WGI makes no other warranties, expressed or implied, and specifically NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. This warranty is valid for twelve (12) months after delivery of the Products or six (6) months after date of first use, whichever occurs first.

Purchaser must notify WGI in writing of the Nonconformance of any Product within the warranty period and return the Product to WGI within thirty (30) days after such discovery. Returns: No merchandise may be returned without a returned goods authorization (RGA).

WGI’s obligation is limited to the replacement of any Product Nonconformance. Purchaser agrees to assume freight costs in an amount not to exceed normal surface shipping charges to the nearest facility and will be reimbursed for these freight costs if parts are not covered or are not deficient to our warranty. The risk of loss or damage to all Products in transit shall be borne by the party initiating the transportation of such Products.

No labor charges in connection with such defects will be reimbursed without prior written approval from WGI. Purchaser’s invoice for labor chargebacks agreed to be WGI must be submitted within thirty (30) days of authorization.

WGI shall not be liable under this warranty if the Product has been exposed or subjected to:
1. Any maintenance, repair, installation, handling, transportation, storage, operation, or use which is improper or
otherwise not in compliance with WGI’s instructions.
2. Any accidents, contamination, foreign object damage, abuse, or neglect after delivery to
3. Corrosion resulting from exposure after removal from protective packaging originally provided.
WGI’s obligations under this warranty are conditioned on Purchaser’s obligation to maintain records that will accurately reflect operating time and maintenance performed on WGI’s Product, and establish the nature of any unsatisfactory condition of WGI’s Product. WGI, at its request, shall be given access to such records for substantiating warranty claims.

WGI’s intellectual property is entirely proprietary. Unless specifically stated in the quotation, the act of making a quotation and having it accepted, does not transfer WGI’s intellectual property. Unless noted otherwise, all quotations are for the manufacture of the quoted part(s) or services only. The use or development of any methods, technologies or know-how, that originates with WGI, in the course of manufacturing or otherwise, will remain the intellectual property of WGI INC. and its subsidiaries.

WGI’s liability on any claim of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from this agreement, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any item or services covered by or furnished under this agreement shall in no case exceed the price allocable to the item or service or part thereof which gives rise to the claim. In no event shall WGI be liable for special or consequential damages.

Prior to shipment, Purchaser shall have the right to inspect at WGI’s factory in Southwick, Massachusetts to determine compliance with original Purchase Order and Technical data, as modified by jointly accepted changes or modifications. Requirements for source inspection should be specified in the original Purchase Order or should be arranged subsequently in a manner that will not delay scheduled delivery. Acceptance by the inspector designated by the purchaser at the factory shall constitute final acceptance of conformance to the Purchase Order and Technical Data.

It is agreed that there is no other contract in force between Purchaser and WGI totaling to the articles which are subject hereof, and no modification of this agreement shall be binding unless agreed to in writing by WGI. Should WGI by any words, acts, or writing waive or be deemed to have waived any of the provisions hereof, or should WGI fail to insist upon performance by Purchaser of one or more of the terms hereof, such action or failure on WGI’s part will be in no way deemed to imply or constitute a waiver of any other terms contained herein.

Except as herein expressly provided to the contrary, the provisions of this agreement are for the benefit of the parties to the agreement and not for the benefits of any other party. An assignment of an order or any rights thereunder by the Purchaser without the written consent of WGI shall be void.

Any dispute, which arises under this contract, which is not resolved by the parties, shall be referred to the American Arbitration Association, and its decision shall be binding upon the parties. Each party shall bear its own costs in such arbitration proceedings.

Parts being ordered may have specific export restrictions. If these parts, or the assemblies in which they are being used, are being exported, a validated export license may be required from the United States Government. Purchaser acknowledges these regulations and agrees to comply with them in full.

June, 2014


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