Any order to purchase products from The Lee Company and its subsidiaries (collectively seller or "Lee") will be in accordance with and expressly conditioned upon Buyer’s assent to these Lee Standard Terms and Conditions notwithstanding any prior writing, usage of trade, course of dealing, or conflicting terms in the Buyer’s order to the contrary. Buyer’s standard Terms and Conditions are expressly rejected. Acceptance by Buyer of delivery constitutes Buyer’s acceptance of these Lee Terms and Conditions.
Title to the products purchased from Lee is to remain with Lee until the full purchase price is paid.
All shipments are F.O.B. Westbrook, CT. All shipments must be completed within one (1) year from the date of order entry with a maximum of four (4) separate shipments. Buyer may request additional shipments which Lee may approve and Buyer may be subject to additional charges. For shipments to destinations inside continental United States, the risk of loss or damage to the products shall be assumed by Buyer on and as of the date of shipment. For shipments to destinations outside continental United States, the risk of loss or damage to the products shall be assumed by Buyer Ex Works Westbrook, CT. Incoterms 2010.
4. Modification or Cancellation of Orders
Lee will give consideration to any request of the Buyer for modification or cancellation of its order, but the order may not be modified or cancelled without the written consent of Lee. Cancellations may be accepted by Lee upon compensation for work or services in-process, including raw material, components and finished products. As appropriate, Buyer will reimburse Lee for unearned quantity discounts if quantities are reduced. Agreement by Lee to modify an order does not constitute an agreement to change these Terms and Conditions.
5. Changes to Delivery Schedule
Buyer may request changes to a delivery schedule and the request will be evaluated by Lee for feasibility. More than two such requests may result in extra charges. Requests for delivery date changes after Lee has shipped may be subject to reinspection and restocking charges.
6. Quantity Variance
On all non-standard components, Lee reserves the right to ship (and invoice for) from +10% to -5% of the quantity ordered.
7. Terms of Payment
A separate invoice will be issued for each shipment. Production Preparation Charges (PPC), when applicable, will be invoiced at the time the order is entered. Subject to credit approval, all payments are due within 30 days of the invoice date. A discount of 0.5% is allowed for payment received within 10 days of invoice date. If any payment due hereunder is not made on the date that it is payable, in accordance with the terms hereof, Buyer agrees to pay all costs of collection, including without limitation, reasonable attorneys' fees and interest of 1.5% per month. The acceptance of late payments does not constitute a waiver of this paragraph on subsequent invoices.
Lee is proud to warrant that all Lee products are free from defect in workmanship and materials and that they conform to any applicable specifications, drawings or approved samples. Lee products will only operate as well as the systems in which they are installed. Lee therefore expects the Buyers of its products to be responsible for the proper design and fabrication of the systems in which Lee products are used. To assist customers, Lee maintains a staff of sales engineers that can recommend the proper Lee Company products to satisfy a particular system requirement.
Should any Lee Company product not satisfy this warranty, Lee will promptly repair or replace it within a four (4) year period or the product's published cycle life, whichever is less, WITHOUT RESPONSIBILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, PROVIDED THE PRODUCT WAS USED FOR ITS INTENDED PURPOSE AND IN ITS INTENDED ENVIRONMENT. THIS CONSTITUTES THE EXCLUSIVE REMEDY AVAILABLE TO THE BUYER. LEE DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
This warranty shall apply only on the conditions that; Buyer purchased the items from Lee or a Lee Authorized Representative (as per Lee website), potential defects are reported to Lee in a timely manner, potentially defective items have been returned to Lee for analysis, Lee engineering has determined the items to be defective, and the items have not been subject to any modification or replication program (i.e. reverse engineering), either formal or informal, sponsored or supported by Buyer.
9. Production Preparation Charges
Lee offers a wide range of off-the-shelf catalog components to help designers find the solution to their problems. For a non-standard component, Lee is pleased to design and manufacture variations to our standard components on a prototype basis and for future production.
Our policy for Specially Fabricated Parts is as follows:
At the time an order is placed, a Production Preparation Charge (PPC) will be billed to the Buyer. This charge is usually non-recurring and includes the partial costs of design, manufacturing, testing, associated drawings, tooling, manufacturing procedures, and other expenses necessary for development of a special component.
The design of this special part, as well as all patents, drawings and tooling, will be the exclusive property of Lee.
Changes in the original part specification could result in extra charges.
10. Proprietary Rights
Lee retains all ownership, intellectual property, proprietary rights and the exclusive right to manufacture Lee products. Unlimited rights, as described in DFARS 252.227-7013(a), are not transferred to the Buyer. Buyer agrees not to use Lee’s proprietary information to replicate or cause a third party to replicate Lee products.
No returns will be accepted without Lee's authorization. On return for reasons other than damage or defect, a 25% re-inspection and restocking charge is applicable. No credit will be allowed for any returns which have been altered or defaced in any way. Returned parts must be unopened in their original package. Buyer has no right of setoff for returned products unless credit is issued by Lee.
Lee prices are held firm for shipments that occur within one (1) year of order entry. Quoted prices are valid for 30 days from quote.
13. Delivery Dates
Lee will attempt to meet Buyer delivery date requirements within quoted lead times. Due to the proprietary nature and high quality specifications of our products forces beyond Lee’s control may negatively affect availability of products for shipment. Accordingly, Lee does not accept any responsibility for claims of damages due to late delivery. Additionally, Buyer’s bankruptcy or failure to abide by credit terms will result in held shipments. In cases where Lee has agreed to access Buyer’s website for order management, Lee expressly rejects any Buyer Terms and Conditions attempted to be imposed in the process of obtaining or utilizing sign on privileges or passwords. Agreement by Lee to access Buyer website and or participate in other order management systems may result in appropriate fees as determined by Lee.
14. Drawings and Certifications
Lee standard products are manufactured in accordance with engineering drawings, specifications and processes that are defined and selected by Lee. Lee is not obligated to verify that standard products are in accordance with any customer specifications, drawings, or part numbers issued or referenced by other parties. Purchase Orders for standard Lee parts (“A” items) must call out the Lee part number, and not the Buyer’s P/N as the governing P/N for the transaction. In the case of Purchase Orders for special Lee parts, the PO may call out both the Lee P/N and the Buyer’s P/N. In such a case Lee will make a concerted effort to confirm that the two drawings “match” on all major features. Certifications of conformance will be limited to the Lee P/N for “A” items. For special Lee parts the Lee part number and/or the customer part number may be listed. For parts designed specifically for an application or if Buyer references their part number on their purchase order, Buyer will supply all required drawings and documentation in a timely manner. Lead times do not begin until Buyer has completed this process.
15. Website Drawings
The dimensions and configurations on The Lee website are for reference purposes only and may be updated at any time. Current inspection drawings are available from Lee Sales Offices.
The occurrence of any of the following events shall constitute a default:
Failure to pay Lee when due any amount payable for any liabilities of the Buyer;
Any statement, representation or warranty made herein or any related writing including credit information at any time furnished by the Buyer to Lee that is false or breached in any material respect;
Buyer fails to observe or perform any covenant or agreement;
Buyer, or a third party upon Buyer’s behalf, undertakes any effort to replicate, redesign, reverse engineer or manufacture any item using Lee’s proprietary information or Lee’s product itself.
Buyer becomes insolvent or commits any act of bankruptcy or makes a general assignment for the benefit of creditors, or if any proceeding is instituted by or against it for any relief under any bankruptcy or insolvency laws, or if a receiver is appointed for or a writ or order of attachment of government is made or issued against or if any proceeding or procedure is commenced or any remedy supplementary to or in enforcement of a judgment is employed against or with respect to any property of Buyer; or
Termination or suspension of transaction of the usual business of the Buyer.
17. Remedies Upon Default
If Buyer fails to perform as specified herein, or if any event of default as defined in the foregoing paragraph shall occur, Lee may at its option deem the order cancelled, cease further work on the products sold hereunder and Buyer shall upon written notice by Lee, immediately pay Lee the measure of damages set forth in the paragraph hereof entitled "Modification or Cancellation of Orders."
18. Waivers of or Modifications to Terms and Conditions
Modification of Terms and Conditions can only be authorized, in writing, by an officer of Lee. Any agreed upon waiver does not constitute ongoing acceptance of the waiver unless specifically requested and agreed to.
19. Entire Agreement
These Terms and Conditions are the sole and entire Terms and Conditions governing transactions between Lee and Buyer. Any purchasing Terms and Conditions issued by Buyer are not applicable and expressly rejected by Lee, unless accepted in accordance with the paragraph labeled Waivers of or Modifications to Terms and Conditions.
20. No Assignment
Buyer can not assign its rights hereunder to any third party.
If any provision or provisions of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
Lee and Buyer consent to the application of Connecticut law and the exclusive jurisdiction of the state and federal courts of the State of Connecticut for the purpose of any suit, action or other proceeding (including appeals) arising from any dispute relating to the purchase or use of Lee products
23. U.S. Export Compliance
Buyer and seller (The Lee Company) shall comply with the laws and regulations of the United States of America (USA) relating to exports and foreign transactions, including but not limited to: the International Traffic In Arms Regulations (22 CFR, parts 120-130) and the Export Administration Regulations (15 CFR, parts 730-774). Buyer agrees to hold seller harmless due to Buyer’s breach of such obligation.
Effective July 2016
The Lee Company
Westbrook, Connecticut USA
Form No. 312 Rev C