Legal
Terms of Service
These Dayton Rogers Manufacturing Co. (Dayton Rogers) terms and conditions of purchase (Terms) govern the purchase (Order) of all goods and/or services (Goods) by Dayton Rogers or any of its subsidiaries or affiliated companies from any third party (Vendor).
Agreement
Vendor delivery of Goods to Dayton Rogers constitutes Vendor agreement to the Terms. The Terms may not be changed or waived except in a writing signed by Dayton Rogers.Price and Payment
Price quotations are valid for thirty (30) days from the date of quotation unless otherwise set forth in the Purchase Order Terms. Payment will be made within sixty (60) days of receipt of Vendor’s correct invoice.Purchase Order Terms
All terms included in any Dayton Rogers purchase order (Purchase Order Terms) are incorporated herein and are part of the Terms.Warranty
Vendor warrants that Goods shall be free from defects in workmanship and materials; conform to Purchase Order Terms and specifications; perform as specified; and comply with all requirements. Vendor warrants Goods for the period Dayton Rogers warrants them to its customer. Vendor shall correct nonconformance at its sole expense by repair, replacement, or refund as directed by Dayton Rogers.Delivery and Risk of Loss
Delivery will be F.O.B. Dayton Rogers plant or other directed point. Time is of the essence. Vendor is solely responsible for expenses and losses arising from Vendor-caused delays.Order Modification and Cancellations
No Order may be canceled or modified by Vendor without prior written approval from Dayton Rogers.Warranty Disclaimer and Limitations
DAYTON ROGERS WILL NOT BE LIABLE TO VENDOR FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND. VENDOR REPRESENTS THAT GOODS CONFORM TO SPECIFICATIONS, ARE FREE FROM DEFECTS, AND FREE FROM THIRD-PARTY CLAIMS. Defective Goods shall be repaired, replaced, or refunded at Dayton Rogers’ sole option.Vendor Obligations
Vendor must notify Dayton Rogers of nonconformance and obtain approval for changes in product, process, suppliers, manufacturing, or facility location.Dayton Rogers Rights
Dayton Rogers retains all purchaser rights under law. Dayton Rogers, customers, and regulatory agencies retain right of entry to Vendor facilities for quality inspection. Vendor shall furnish reasonable inspection facilities without additional charge.Conflict
Additional or different terms in Vendor acknowledgments are rejected.Acceptance
A contract is formed upon Vendor execution of the Agreement or delivery of Goods, whichever occurs earlier.Time
Any action by Vendor against Dayton Rogers must be brought within one year from when the cause of action accrues.Independent Contractor
The parties are independent contractors, not employees, agents, partners, or joint venturers.Intellectual Property
Vendor warrants Goods do not infringe third-party IP and agrees to defend and indemnify Dayton Rogers for alleged infringement, including court costs and legal fees.No Third-Party Beneficiaries
These Terms benefit only Dayton Rogers and Vendor.Finance Charges
Unpaid balances beyond the due date incur a finance charge of one percent (1%) per month until paid.General
Governed by Minnesota law. Invalid provisions shall not affect remaining terms. Changes require a written amendment signed by an authorized officer of Dayton Rogers.
Rev: 08/06/18