Terms & Conditions
1. Order Terms and Conditions
The Buyer hereby objects in advance to any additional or different terms proposed by the Seller in its express, written acceptance or acknowledgment of this Order. Any such terms included by the Seller shall be of no significance, shall not form part of the conditions or additional provisions of this Order, and the Buyer’s acceptance shall not be deemed an acceptance of such terms. Unless otherwise stated on the face of this Order, the following terms and conditions shall apply. Myler Machinery Manufacturing Co., Ltd. reserves the right to deliver the actual order quantity with a tolerance of up to plus or minus 10%. In such case, the Buyer shall pay for the actual delivered quantity rather than the ordered quantity.
2. Delivery
The Seller agrees to perform the services or deliver the goods, in the specified quantities, within the agreed time and in accordance with the specifications (and any approved samples, if provided) at the prices stated on the face of this Order. Any actual or reasonably anticipated default shall entitle Myler Machinery Manufacturing Co., Ltd. to cancel this Order, in addition to any other rights or remedies regarding nonconforming or undelivered portions. A waiver of Myler Machinery Manufacturing Co., Ltd.’s right to cancel—whether by acceptance of items delivered after the delivery date or otherwise—shall not constitute a waiver of such rights for future deliveries. However, if a delay is due to causes beyond the Seller’s control and not attributable to its fault or negligence, the Seller shall not be liable to Myler Machinery Manufacturing Co., Ltd. for any loss or damage resulting from such delay, provided that the Seller notifies in writing within 10 days of the anticipated delay, stating the reason and the estimated extent of the delay.
3. Packing
No charge will be permitted for packing, boxing, or carriage unless fully and separately itemized on the face of the Order. Any damage to material due to inadequate packaging that fails to protect it properly will be charged to the Seller.
4. Packaging Materials
All goods shipped under this Order to countries within the European Community must comply with Commission Decision 2001/219/EC dated March 12, 2001. This requires that non-manufactured wood packaging materials originating in the U.S., Canada, China, or Japan be pre-treated and marked to demonstrate compliance.
5. Relabeling/Repackaging
By accepting and fulfilling this Order, the Supplier agrees that the Buyer may remove the Supplier’s label and re-label and/or repackage the product with the Buyer’s trade name, trademarks, and logos without prior written approval from the Supplier.
6. Charges
Myler Machinery Manufacturing Co., Ltd. reserves the right to make changes by written notice regarding specifications, designs or drawings, shipment or packaging methods, as well as delivery dates and locations. If such changes result in an increase or decrease in the cost or time required to supply the services or goods, the price or delivery time, or both, shall be increased or decreased accordingly. However, no such increase shall be permitted regarding the delivery schedule or price unless the Seller notifies Myler Machinery Manufacturing Co., Ltd. in writing of its claim within twenty (20) days from receipt of the Order for such changes. Upon receipt of any change order, the Seller agrees to proceed diligently in fulfilling the modified Order.
7. Warranty and Inspection
The Seller warrants that for a period of twelve (12) months following the delivery of all goods ordered, the goods will conform to the specifications (and any approved sample, if provided) and be free from defects, including design and latent defects. If a sample has been or is to be submitted to Myler Machinery Manufacturing Co., Ltd., the Seller shall obtain the Buyer’s written approval before proceeding and any modifications shall not bind Myler Machinery Manufacturing Co., Ltd. unless in writing and signed by the Buyer. Myler Machinery Manufacturing Co., Ltd. may, at its option, return nonconforming goods to the Seller for replacement, credit, or refund, or may retain the goods with an appropriate price adjustment. The Seller expressly assumes all risk of loss or damage to goods returned by Myler Machinery Manufacturing Co., Ltd. while in transit (including damage due to inadequate packing by Myler Machinery Manufacturing Co., Ltd.), unless the Seller, upon receipt of the goods, immediately (a) notifies of the damage, (b) assists Myler Machinery Manufacturing Co., Ltd. in arranging for prompt inspection by the carrier, and (c) provides Myler Machinery Manufacturing Co., Ltd. with a copy of the carrier’s inspection report.
Myler Machinery Manufacturing Co., Ltd. has never received approval from the FDA (Food and Drug Administration) or any other governmental agency or institution for the use of its materials in the manufacture of medical implants or in contact with human or animal body tissues or fluids. Myler Machinery Manufacturing Co., Ltd. does not claim that its materials are certified as
biocompatible or for any intended use in any medical application (including implantation in animals or humans, or contact with internal body tissues, fluids, or other medical products or devices).
When the materials of Myler Machinery Manufacturing Co., Ltd. are purchased specifically and officially for medical device manufacturing, they will comply with ISO 5832-1 and 9 and ASTM F138/ESR Standards. This excludes any other standards that may be applicable to the metallurgical properties required for manufacturing implantable medical devices.
Myler Machinery Manufacturing Co., Ltd. does not conduct any clinical tests on its materials, including biocompatibility tests. It is the sole responsibility of the customer and/or the manufacturers/designers of their medical devices to ensure the suitability of the materials.
8. Quality Assurance Requirements
The Seller is responsible for ensuring that all materials shipped under this Order meet the highest commercial or specified quality standards and are inspected prior to delivery. The Seller agrees to maintain all relevant quality records in a clear and readily retrievable format for both goods and services.
Myler Machinery Manufacturing Co., Ltd. is regarded as a supplier of raw materials such as bars, tubes, sheets, and plates. Under no circumstances shall these materials be considered suitable for use in medical devices, aircraft, or automotive components unless they are processed and tested to meet the specifications set by the end-user.
Unless specifically requested and agreed upon in the Order, Myler Machinery Manufacturing Co., Ltd. will not be able to adhere to the certified quality controls and procedures mandated in the quality standards of the aerospace, medical device, automotive, or other sectors.
Suppliers initially approved for use via certification (such as ISO, AS9100, AS9120, etc.) must notify the organization of any changes to that certification.
The Seller shall maintain proper identification and revision status specifications, drawings, process requirements, inspection/verification instructions, and other relevant technical data. For suppliers designated as AS9100 on the purchase order, the following requirements apply:
a) Immediately notify the organization upon discovery of any nonconforming product;
b) Obtain approval from the organization for any disposition of nonconforming product;
c) Notify the organization of any changes in the product and/or process, supplier, or manufacturing facility location;
d) Flow down to their external providers any applicable requirements as stated in the purchase order;
e) The organization reserves the right for its representatives, its customers, and any regulatory authorities to access all relevant areas and records in the supply chain involved in the Order;
f) Requirements for product design, testing, inspection, verification, the use of statistical techniques for product acceptance, and related acceptance instructions;
g) Requirements for a certificate of conformity, test reports, and/or an airworthiness certificate.
9. Force Majeure
Neither party shall be liable for any delay in performance due solely to strikes, fires, or other causes beyond its control and without its fault or negligence, provided that the affected party gives written notice as soon as such a circumstance can be foreseen; if unforeseen, then within 5 days of its commencement. If the Seller is unable to meet all performance obligations as they become due because of such causes, the Seller shall not discriminate against the Buyer or other customers in performing the Order. The Seller shall use its best efforts to anticipate, mitigate, and resume performance as quickly as possible. However, if the Buyer believes that the delay or anticipated delay may interfere with its operations, the Buyer may, at its option and without liability to the Seller, cancel all or part of the outstanding performance under this Order. Notwithstanding any other provision of this Order, the Seller agrees that a change in cost alone shall not excuse its performance.
10. Time of Completion
Time is of the utmost importance. Services shall commence and be performed in accordance with these terms and any applicable specifications and shall be completed on or before the date specified on the face of this Order. Goods shall be delivered as stated in the Order.
11. Termination for Default
The Buyer may terminate all or part of this Order by issuing a notice of default to the Seller if the Seller:
(a) Refuses or fails to deliver the goods within the specified time;
(b) Fails to comply with any of the provisions of this Order or makes insufficient progress that endangers performance; or
(c) Becomes insolvent or is subject to any bankruptcy, insolvency, or debtor relief proceedings.
In the event of termination for default, the Buyer’s liability shall be limited to payment for goods and/or services delivered and accepted. The Buyer may perform the terminated portion of the Order itself or have it performed by another party at the Seller’s expense.
12. Confidential Information
The Seller agrees not to use any data, designs, drawings, specifications, or other information provided by the Buyer except for the purpose of performing this Order. The Seller further agrees not to disclose such data, designs, drawings, specifications, or other information to any third party except as necessary for the performance of this Order, and only under similar restrictions on use and disclosure. Upon completion or termination of this Order, the Seller shall return all such data, designs, drawings, specifications, and other information (including any copies made) to the Buyer upon request. This Order is confidential between the Buyer and the Seller, and the Seller agrees not to publish or disclose any details thereof to any third party without the Buyer’s written permission.
13. Indemnity
The Seller agrees to indemnify, defend, and hold harmless the Buyer, its officers, agents, employees, and servants from and against any and all claims, suits (including for libel or slander), property damages, bodily injury (including death), consequential or economic damages, fines, penalties, or liquidated damages arising out of or related to any act, error, or omission of the Seller, its subcontractors, agents, employees, or representatives, or anyone directly or indirectly employed by any of them, or arising from any goods or services furnished by the Seller—except where such damage is solely and directly caused by the Buyer’s negligence. This obligation includes any judgments or awards recovered from such claims or suits, including court costs, legal fees, and other defense expenses.
14. Limitation of Liability
Under no circumstances shall the Buyer’s liability exceed the amount stated on the face of this Order, and under no circumstances shall the Buyer be liable for any special, indirect, or incidental damages.
15. External Providers
External providers (suppliers) shall adhere to the following requirements:
- Implement a quality management system;
- Notify Myler Machinery Manufacturing Co., Ltd. of any nonconforming processes, products, or services and obtain approval for their disposition;
- Prevent the use of suspected unapproved, nonconforming, or counterfeit products;
- Notify Myler Machinery Manufacturing Co., Ltd. of any changes in products, processes, or services, including changes in external providers or manufacturing locations;
- Flow down any applicable requirements stated in the Myler Machinery Manufacturing Co., Ltd. purchase order to their external providers;
- Ensure full traceability for all orders and retain all relevant quality records for a minimum of seven years;
- Ensure that personnel under their control are aware of their contribution to product or service conformity, product safety, and the importance of ethical behavior;
- Maintain documented information regarding retention periods and disposition requirements;
- Ensure that personnel are aware of:
• Their contribution to product or service conformity;
• Their contribution to product safety;
• The importance of ethical behavior.
16. Miscellaneous
The Seller shall not assign this Order or any of its obligations, nor any amounts due under this Order, without the prior written consent of the Buyer, nor subcontract any part of the services hereunder without such consent. This Order constitutes the entire agreement between the parties, superseding all prior agreements or understandings. The performance of any part of this Order constitutes acceptance of all its terms and conditions, regardless of whether the Seller has expressly acknowledged them. This Order, and any dispute or controversy arising out of the goods or services provided, shall be governed by the law of the location where the Buyer’s goods are received or shipped (as applicable), without regard to any conflicts of law provisions.