Terms and Conditions
1. Contract
These Terms and Conditions of Sale shall apply to and become part of the sale of any goods (the “Products”) and related equipment and Morrison Container Handling Solutions (“Seller”) under any purchase agreement, order, any quotation, or order acknowledgement (the “Order Documentation”), (collectively, “the Contract”), all of which shall constitute the entire agreement between Seller and Buyer. Any terms in the Order Documentation which vary from these Terms and Conditions shall control. All terms or conditions proposed by Buyer, regardless of timing, which are contrary to these Terms and Conditions are expressly rejected unless acknowledged in writing by Seller.
2. Acceptance
Unless otherwise stated, all quotations and orders are subject to Seller’s approval and acceptance. Seller’s quotes remain open for 30 days. All quotations and proposals covering Seller’s products are made and all contracts or purchase orders for said products are accepted under the strict limitation that the terms and conditions set forth herein shall be applicable thereto. Any provisions on Buyer’s purchase order or other documents issued by Buyer which are at variance with or in addition to these terms and conditions are rejected hereby.
3. Payment
(a) Payments shall be due and invoiced by Seller as set forth in the Order Documentation, and are otherwise due net 30 days after invoice. Payments shall be made in U.S. Dollars.
(b) If, in the reasonable judgment of Seller, the financial condition of the Buyer at any time does not justify shipment on the terms of payment originally specified, Seller may require full or partial payment in advance or may ship C.O.D. In the event of the bankruptcy or insolvency of the Buyer, whether or not under the Federal bankruptcy laws, the Seller may, at its option, refuse delivery except for cash (including payment for all Products thereto delivered), stop delivery of Products in transit, reclaim the Products upon demand, or cancel or resell any order then outstanding and be entitled to reimbursement for all cancellation or resale charges.
(c) In the event of Buyer’s failure to make any payment when due, Seller shall be entitled to withhold shipment of the Products.
(d) An invoiced amount shall not be subject to set-offs for any claims by Buyer against Seller, including any claims for products returned by Buyer for repair or correction of defects.
(e) If the invoiced amount or any part thereof is not paid by Buyer when due, Seller reserves the right to assess interest charges at eighteen percent (18%) per annum, or at a rate of two percent (2%) per month on the unpaid balance on such amounts from the date due until paid, and Buyer agrees to pay such interest charges.
(f) Crating/Shipping Costs: Customer is responsible for all crating and shipping costs. Costs for required crating will be calculated using a time and material basis and will be invoiced as separate line item
(g) Payment Terms PRIOR to CREDIT APPROVAL (Please NOTE: until credit application is received the terms below will be applied at time order is placed): Purchase orders up to $10,000 U.S.: 100% due with order Net 0 (engineering and project timeline will not start until PO and initial payment are received). Purchase orders above $10,000 U.S.: 50% due with order Net 0 (engineering and project timeline will not start until PO and initial payment are received), 50% due prior to shipment.
(h) Payment terms by product line for credit approved buyers:
(i) MACHINE TERMS for credit approved buyers: Purchase Orders $10,000 – 25,000 U.S. : 50% Due with order Net 0 (engineering and project timeline will not start until PO and initial payment are received), 50% due Net 30 days from shipment. Purchase Orders above $25,000 U.S.: 50% due with order Net 0 (engineering and project timeline will not start until PO and initial payment are received), 40% due at Staging, fifteen (15) working days prior to shipment. If payment is not received prior to ship date, Buyer is responsible for any storage charges associated with order. 10% due Net 30 days from shipment.
(ii) CHANGE PARTS/TIMING SCREW TERMS for credit approved buyers: Purchase Orders $10,000 – $50,000 U.S. : 50% Due with order Net 0 (engineering and project timeline will not start until PO and initial payment are received), 50% due Net 30 days from shipment Purchase Orders above $50,000 U.S. : 50% Due with order Net 0 (engineering and project timeline will not start until PO and initial payment are received), 40% Due fifteen (15) working days prior to shipment. If payment is not received prior to ship date, Buyer is responsible for any storage charges associated with order. 10% Due Net 30 days from shipment.
4. Taxes
Sales, use, and other taxes and duties that are presently or may hereafter be imposed by any taxing authority are not included in the price of the Products. If such taxes are separately stated and collected at the time of payment of sale price, Buyer will be responsible for payment of that amount and will indemnify and hold Seller harmless from payment thereof, and Buyer will indemnify and hold Seller harmless for any additional amounts due.
5. Lead-Time and Shipment
(a) If applicable, Seller’s estimated lead-time is set forth in the Order Documentation.
(b) Lead-time shall be calculated based upon Seller’s receipt of all of the following: (i) Buyer’s order; (ii) Buyer’s initial payment; and (iii) Buyer’s specifications, technical data, samples, test items, or other materials necessary for design of the Products, as specified in the Order Documentation.
(c) Shipment Date: The shipment date specified in the Order Documentation, if any, is dependent upon the lead-time and is approximate. Seller will use best efforts to make shipment as scheduled, but Seller reserves the right to adjust shipment dates. Late penalty clauses will not be permitted unless explicitly listed in the Order Documentation and accepted by Seller.
(d) Shipment Terms and Conditions: Unless otherwise specified in the Order Documentation, delivery shall be FOB Seller’s facility, where risk of loss will pass to Buyer upon shipment from Seller’s facility. Absent Buyer’s instructions regarding the carrier to be used, Seller reserves the right to choose any carrier. Damage or loss of Products after leaving Seller’s manufacturing location is Buyer’s responsibility and will not relieve Buyer of its obligations under this Contract.
(e) Shipping Charges: All prices are ex-works Seller’s facility. Shipping and related charges are not included. Shipments on common carrier do not include crating, delivery to the carrier, insurance in transit, or taxes and duties.
(f) Force Majeure: Neither party will be responsible for delays, failures, or omissions hereunder (except the payment of money) due to “acts of God”, war, terrorism or threats of terrorism, civil disorder, labor strikes or disruptions, fire, power failure, disease or medical epidemics or outbreaks, pandemics or the effect of pandemics on the supply chain, inability to obtain supplies or the curtailment of transportation facilities by carriers, governmental order, or due to other cause or accident beyond its control.
(g) Buyer’s Delay or Suspension of Shipment: If shipment is delayed or suspended by Buyer, Buyer will pay (1) Seller’s invoice for the Products as per payment terms, (2) Seller’s handling and storage charges then in effect, and (3) demurrage charges if loaded onto rail cars.
(h) Shipping Via Seller’s Truck: If applicable, terms and conditions for shipping via Seller’s own trucks are as set forth in the Order Documentation.
6. Installation, Product Acceptance and Start-Up Service
(a) If applicable, the terms and conditions of installation, product acceptance, acceptance testing and/or start-up service are set forth in the Order Documentation. Unless otherwise specified in the Order Documentation, Products shall be deemed to be accepted by Buyer unless Buyer notifies Seller otherwise within 30 days after delivery.
(b) Buyer will indemnify, defend and hold harmless Seller from personal injury, property damage, or damage to the Products caused by, arising from, or connected with the installation of the Products or start-up service unless such services are provided by Seller.
(c) Service rates: Hourly service rates can be provided upon request. There is a one-day minimum charge (8 hours) on all service calls. A service quotation is an estimate based on Morrison’s standard service rates. These rates are based on a minimum 8-day advance notice. A 10% administrative fee will be added to all expenses (not service hours). This fee will not be accounted for during the initial estimate quoting process. If a Morrison field service engineer is required to be in town but not on-site during a weekday, customer will be billed at a flat rate of $500.00 per day. If a Morrison field service engineer is required to be in town but not on-site during a weekend, customer will be billed at a flat rate $750.00 per day. Travel will be calculated based on departure time from Morrison to customer’s location.
Emergency Service Rates: If service is purchased/scheduled less than 7 days’ notice, estimated price will increase and will be billed at the hourly emergency service rates which are available upon request. There is a one-day minimum charge (8 hours) on all service calls. Any confirmed and scheduled emergency service rate that is canceled or changed is subject to a minimum one-day (8-hour) billing fee at the quoted emergency rate.
International Service Rates: (Outside of the United States and Canada): Hourly service rates are available upon request. There is a one-day minimum charge (8 hours) on all service calls. A service quotation is an estimate based on Morrison’s standard service rates. These rates are based on a minimum 8-day advance notice. A 10% administrative fee will be added to all expenses (not service hours). This fee will not be accounted for during the initial estimate quoting process. If a Morrison field service engineer is required to be in town but not on-site during a weekday, customer will be billed at a flat rate of $500.00 per day. If a Morrison field service engineer is required to be in town but not on-site during a weekend, customer will be billed at a flat rate $750.00 per day. Travel will be calculated based on departure time from Morrison to customer’s location.
7. Warranty
(a) Seller warrants that on the date of shipment to Buyer the Products will be of the kind and quality described herein, merchantable, and free of defects in workmanship and material. If, within one year from date of date of shipment by Seller, of any item of the Products, Buyer discovers that such item was not as warranted above and promptly notifies Seller in writing thereof, Seller shall remedy such defects by, at Seller’s option, adjustment, repair or replacement of the item and any affected part of the Products. Buyer shall assume all responsibility and expense for removal, reinstallation and freight in connection with the foregoing remedy. The same obligations and conditions shall extend to replacement items furnished by Seller hereunder. Seller shall have the right of disposal of items replaced by it. Buyer shall grant Seller access to the Products at all reasonable times in order for Seller to determine any defect in the Products. In the event that adjustment, repair or replacement does not remedy the defect, the Seller and Buyer shall negotiate in good faith an equitable adjustment in the contract price. This warranty does not extend to Products damaged after date of shipment from Seller’s plant where the damage is not directly due to a defect in material or workmanship, or if the Products have been improperly stored or handled. This warranty does not extend to Products altered or repaired by persons other than Seller. This warranty does not extend to failure or damage due to negligence (other than that of Seller); accident; abuse; improper installation (other than installation made by Seller); improper operation or operation contrary to the specifications of the Products or according to instruction in Seller or supplier furnished manuals; or Product use under abnormal conditions of temperature, moisture, dirt, or corrosion; or use with abrasive or corrosive materials. This warranty does not extend to expendable or consumable parts. This warranty does not apply to Products sold “as is.” Any Products that Seller determines not to be defective as a result of faulty workmanship or material will be held subject to Buyer’s disposition instructions upon payment by Buyer of the transportation and other charges, if any, advanced or to be advanced by Seller thereon.
(b) Products Manufactured by Other Parties: Seller makes no warranty to Buyer with respect to any part of the Products manufactured by others and resold by Seller hereunder and any such items shall be covered only by the express warranty, if any, of the manufacturer thereof.
THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES (EXCEPT TITLE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS AND CONSTITUTES THE ONLY WARRANTY OF SELLER, WITH RESPECT TO THE GOODS.
The foregoing states Buyer’s exclusive remedy against Seller for any defect in the Products or for failure of the Products to be as warranted, whether Buyer’s remedy is based on contract, warranty, failure of such remedy to achieve its essential purpose, tort (including negligence), strict liability, indemnity or any other legal theory, and whether arising out of warranties, representations, instructions, installations or defects from any cause. In no event shall Seller be liable for any incidental, consequential or special damages, lost profits or lost opportunity, or for any delay or loss of use arising from the sale of the Products.
8. Returns
Products that are nonstandard or made to Buyer’s specifications are not subject to return. Other Products manufactured by Seller may be returned for credit, if Seller, in its discretion, consents to such returns. Buyer’s return must be made during the period of time established by Seller for accepting returns of such Products, which will be the shorter of the period of time set forth in the Order Documentation or within 180 days of delivery to Buyer. All transportation costs, incoming and outgoing, must first be paid by Buyer. A restocking charge, as established by Seller from time to time or as set forth in the Order Documentation, may be charged by Seller. The returned Products must be new and in unused condition.
9. Security Interest
Seller may, at its election, obtain a security interest in the Products, and upon notice to Buyer, Buyer agrees to grant such security interest and to timely take all steps and execute such documents as may be required to allow Seller to perfect its security interest in the Products.
10. Cancellation
Unless otherwise provided in the Order Documentation, the following cancellation terms and conditions shall apply:
(a) Cancellation by Buyer of a completed order is not permitted, and full payment is required.
(b) Buyer may cancel an order prior to completion and shipment so long as Buyer pays to Seller the percentage of the total order price corresponding to the proportion of the work completed in fulfilling the order prior to such notice of cancellation, plus any reasonable actual expenses incurred by Seller in performance of this Contract prior to notice of cancellation.
(c) Seller may cancel an order for Products if Buyer fails to make a payment in accordance with Order Documentation.
11. Propreitary Information
(a) Buyer agrees that any data, such as Seller’s specifications, drawings, software and information (including, without limitation, designs, reports, software documentation, manuals, models, process information and the like), revealed by Seller to Buyer and containing proprietary information marked or identified as proprietary, shall be kept in confidence by Buyer with at least the same care and safeguards as are applied to Buyer’s own proprietary information. Such data shall not be duplicated, disclosed to others, or used without the written permission of Seller. These obligations shall not apply to any information which is in or comes into the public domain without violation of this agreement, or is received lawfully by Buyer from a third party subsequent to this agreement; or is developed by Buyer independently and without benefit or information received from Seller.
(b) Patent Indemnity and Conditions: Seller agrees at its own expense to indemnify, defend and hold Buyer harmless in the event of any suits instituted against Buyer for an alleged infringement of any claim of any United States and other country patents covering solely the structure of the Products as originally manufactured by Seller per Seller’s specifications, and without modification by Buyer, provided Buyer will (1) have given Seller immediate notice in writing of any such claim or institution or threat of such suit; and (2) have permitted Seller to defend or settle the same, and have given all needed information, assistance and authority to enable Seller to do so. In the event Seller elects to defend any such suit and the structure of the said Products is held to infringe any such patents and if Buyer’s use thereof is enjoined, Seller will, at its expense and at its option:
(i) obtain for Buyer the right to continue using the Products, or
(ii) supply non-infringing Products for installation by Buyer, or
(iii) modify the Products so as to be non-infringing, or
(iv) refund the then market value of the Products. Buyer will indemnify, defend and hold Seller harmless against all expenses, costs and loss by reason of any real or alleged infringement by Seller’s incorporating a design or modification requested by Buyer.
(b) Intellectual Property Rights: Seller retains all ownership rights to the Product specifications, drawings and technical data and other intellectual property in the Products, including software, models, designs, drawings, documents, inventions, and know-how, conceived or developed by Seller in connection with the Products.
12. Compliance
(a) Safety Compliance: When applicable, use of all guards, interlocks, electrical devices, and other safety devices supplied on the Products, and the operation of the Products in accordance with Seller’s operating instructions, is essential for the safe use of the Products. Buyer agrees that it will not alter, deface, obscure, or remove any warnings, labels, and instructions affixed to Products or parts by Seller. Buyer agrees that it will not remove or render inoperable any guards, interlocks, electrical devices, or other safety devices. Buyer agrees to operate the Products in accordance with Seller’s operating instructions.
(b) FLSA Standards: With respect to Products produced in the United States, Seller agrees that the Products shipped hereunder will be produced in compliance with the Fair Labor Standards Act of 1938, as amended, and when applicable, the Equal Opportunity Clause of Executive Order 11246, as amended, and other applicable federal, state, or local laws.
(c) Other National Standards: With respect to Products produced in jurisdictions other than the United States, Seller agrees that the Products shipped hereunder will be produced in compliance with applicable worker, occupational or industrial health and safety laws.
(d) OSHA Standards: With respect to Products used in the United States, Buyer is cautioned that all Products sold by Seller must be used in such manner as to meet the requirements of OSHA, the Occupational Safety and Health Act of 1970, and the regulations issued from time to time thereunder. Seller believes that its Products are capable of such complying use, but Seller does not represent, warrant, or agree to indemnify regarding OSHA matters or any other applicable occupational or industrial health and safety matters; and the only warranties Seller makes are those that are set forth and defined in the provision entitled “Warranty” above.
(e) General Compliance with Law: Buyer shall comply with all applicable laws, including any U.S. laws and regulations, including, without limitation, U.S. export controls, U.S. economic sanctions, and anti-bribery laws (e.g., the U.S. Foreign Corrupt Practices Act, the UK Bribery Act). Buyer shall not take any actions that would cause Seller to be in violation of any of the above laws, including anti-bribery laws and U.S. export controls and economic sanctions.
13. Governing Law
The terms and conditions stated herein shall be governed by and construed in accordance with the laws of the State of Illinois.
14. Forum Selection For Disputes
Any action or legal proceeding of any kind arising out of or relating to this Contract or a breach thereof will be brought exclusively in an appropriate court of competent jurisdiction located in Cook County, Illinois
15. Complete Agreement
The Order Documentation incorporating these Terms and Conditions is the complete, final and exclusive statement of the agreement between Buyer and Seller. Any prior or contemporaneous agreements, understandings and representations, whether oral or written, are merged therein. The terms and conditions stated herein shall not be varied, supplemented, qualified, or interpreted by any prior course of dealings between the parties or by custom or usage of trade. No modifications or additions to said contract shall be binding upon Seller unless in writing and signed by an authorized representative of Seller.
16. Waiver
Seller’s election not to enforce any provisions hereof shall not be deemed a waiver of any such provision and Seller reserves the right to enforce said provisions thereafter. Waiver by Seller of a breach of any of these terms and conditions shall not be construed as a waiver of any other breach.
Last updated: April 2024
