Anderson Dahlen Standard Terms and Conditions

All of the Terms and Conditions described below form part of all our Proposal, and agreements with customers unless we have specifically agreed, in a Proposal or other written document, to modify a specific term or terms. Since they are incorporated into our Proposal, these Terms and Conditions control over any language of Purchase Orders you may send us. Therefore, we encourage you to review and understand these Terms and Conditions. As used below, “we”, “us” or “ADI ” means Anderson Dahlen, Inc.. “You” or “Customer” means the purchaser of services or products from ADI.

Unless specified differently above, this quote is based on current material costs as of the time of quote. Material markets remain highly volatile for raw materials as well as other purchased items and components due to the federal government’s proposed tariffs. Therefore, Anderson Dahlen Inc., cannot provide a firm quote at this time and reserves the right to withdraw this quote or revise the quote to reflect the actual material cost at the time it is received at our dock.

1. Purchase Orders. Unless the two of us have a written agreement that governs our relationship or you are buying products we distribute, the specific services we will provide to you will be described in a Proposal that is accepted by you within the time frame established in the Proposal through issuance of a Purchase Order to us. Certain training, installation, testing, equipment repair and other follow-on services that are not included in a Proposal are available at rates established on rate sheets applicable to the desired additional services. For manufactured parts and components purchased from us as a distributor, the specific prices and product descriptions will be as appears on our website or in written offers to you. In no event will we be bound by a Purchase Agreement that has terms that are not in our Proposal or other written commitment from us (including, for distributed products, our website).
2. Services and Products. ADI’s core services involve custom manufacturing of equipment. However we also provide design, engineering and other services, alone or in connection with our custom manufacturing services. Furthermore we distribute components manufactured by us or by others and occasionally sell equipment where we own the designs. The nature of the services or products being purchased may impact whether a particular term or condition applies to our transaction with you.
3. Confidentiality. If you are providing information that you consider to be confidential in connection with bidding on your project or providing services to you, we will execute our Mutual Confidentiality and Non-Disclosure Agreement to protect the confidentiality of that information. The content of our Proposals, including pricing, is considered confidential information that will not be shared by either of us with third parties without written permission of the other party.
4. Delivery. Unless otherwise provided in our Proposal, all orders are FOB the ADI facility at which the equipment is being built or the products are being shipped. Although ADI may assist in making freight arrangements, you are solely responsible for causing the equipment to be delivered to the location you desire, including paying the cost thereof. Similarly, unless otherwise provided in our Proposal, equipment we manufacture for you will be mounted on skids only, suitable for domestic delivery. All risks of loss or damage during transport from ADI’s facility rest with the Customer.
5. Inspection/Acceptance. If you want factory acceptance testing as part of your order, please make sure that you cause that service to be part of the Proposal. Unless the Proposal otherwise provides, Customer will be exclusively responsible for the installation and start-up of equipment purchased from ADI. Customer should promptly inspect the equipment or products upon receipt. If ADI is not informed of any non-conformity with the order within ten (10) calendar days of receipt of the equipment or product, it is deemed to have been accepted by Customer.
6. Taxes. Customer is responsible for, and shall pay all sales, use, GST, VAT or other taxes or duties related to the sale of equipment or products to it or to the importing of the equipment or products into Customer’s country. It is your responsibility to provide to us a tax exemption certificate acceptable to the relevant taxing authority if you do not want us to collect taxes that otherwise may be applicable.
7. Payment Terms. For custom manufacturing orders, we generally require at least a 30% down payment at the time you issue a Purchase Order and payment in full before equipment is shipped. For components and parts purchased through distribution, we generally require payment at the time of purchase. However we will work with you to establish or modify credit terms if you so desire. Please contact us to obtain a credit application. All payments must be made in U.S. dollars. We will be entitled to add finance charges at the rate of one and one-half percent (1.5%) per month or, if lower, the maximum amount permitted by law on any past due obligations on your account. We will also be entitled to recover costs of collection, including reasonable attorneys’ fees, if your account becomes overdue. Title to the equipment will not transfer to Customer until payment in full for that equipment has been received by ADI.
8. Delivery Date. We will make good faith efforts to deliver the equipment or products to you on or before any “Ship Date” established in our Proposal and the resulting Purchase Order. However, that date is an estimate and we cannot guarantee that the equipment will be available for delivery by that Ship Date. Once equipment is completed, you must make arrangements to cause it to be shipped to you within a reasonable time after notification that it is ready for shipment. We reserve the right to add storage charges and to pursue other remedies if the equipment you ordered is not promptly picked up by you.
9. Change Orders. Any change to the order described in our Proposal and the resulting Purchase Order must be the subject of a separate written agreement between the two of us which details the agreedupon modifications to the original order and establishes the amended net price, including any charges for processing the changes, and changes to Delivery Date resulting from the accepted change order.
10. Warranty Relating to Custom Manufacturing Services. ADI warrants to Customer, for a period of the earlier of one year from the date of start-up of equipment or 18 months from the date of delivery, that (a) Customer will receive good title to the equipment, free and clear of all liens and encumbrances other than any purchase money security interest resulting from Customer’s failure to pay ADI for the equipment in a timely manner, (b) the equipment will be manufactured consistent with the plans and specifications described in ADI’s Proposal, and (c) subject to the following understanding with regard to third party components, the equipment delivered by ADI will be free of material defects in materials or workmanship. ADI will pass on to Customer the warranty protections provided by third parties whose products have been installed as material components of the equipment manufactured by us on your behalf (e.g. motors, controls). Any misuse of, or failure to maintain the equipment manufactured by ADI in the manner described in operating manuals or instructions for the equipment will void the warranties provided by us to you.
11. Warranty Relating to Engineering, Design or Other Services. ADI warrants to Customer, for a period of two years from the date of provision of services to you, that (a) the services were provided in a reasonably competent fashion and (b) use of the work-product of those services does not infringe any third party patent, trademark or other intellectual property rights.
12. Warranty Relating to Distributed Products. ADI warrants to Customer that Customer will receive good title to components, parts and other products (“Distributed Parts”) purchased from ADI as a distributor of Distributed Parts. ADI will pass on to Customer any warranties provided by the manufacturer of any such Distributed Parts, including, where applicable, ADI.
13. Warranty Claims. If you have a warranty claim relating to equipment manufactured by, or services rendered by ADI, you must promptly contact us and provide us with all information needed to respond to your warranty claim. You are also expected to cooperate with us in efforts to investigate and address your warranty claim. We will, as soon as reasonably possible, repair or replace any components of the equipment, product or services that have been determined to not meet our express warranties. If we are unable to make repairs or replacements that resolve the warranty issues, we can, at our sole discretion, resolve the warranty claim by reimbursing you the full purchase price of the equipment or services that give rise to the warranty claim and, if relevant, take back the equipment. If your warranty claim relates to components of equipment that were manufactured by third parties or to Distributed Parts, we will assist you in making a warranty claim to the manufacturer of the subject component or part. However you must deal directly with the third party manufacturer to address your warranty claim. The remedies described in this paragraph constitute your exclusive remedies in the event of a breach of warranty.
14. Waiver of Implied Warranties. THE EXPRESS WARRANTIES SET OUT IN PARAGRAPHS 10-12 OF THESE TERMS AND CONDITIONS CONSTITUTE THE ONLY WARRANTIES, EXPRESS OR IMPLIED, MADE BY ADI WITH RESPECT TO EQUIPMENT, SERVICES OR DISTRIBUTED PARTS SOLD BY US. All implied warranties, including without limitation the implied warranties of merchantability and of fitness for a particular purpose are expressly disclaimed to the maximum extent permitted by applicable state law. Similarly, any warranties related to performance of equipment are expressly disclaimed except to the extent specifically included in a Proposal or agreement from us.
15. Insurance. As further protection against any issues created by equipment manufactured or designed by us, we will consistently maintain Comprehensive General Liability and Products insurance with no less than $1,000,000 of coverage. If your Purchase Order involves large or on-going projects, we may agree, on request, to include you as an Additional Insured on our policies.
16. Limitation of Liability. IN NO EVENT, BE IT FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION SHALL EITHER ADI OR CUSTOMER BE LIABLE TO OTHER FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR DELAY DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR KNOWN BEFOREHAND.
17. Force Majeure. Neither ADI nor Customer is responsible for any delays in completion of orders caused by acts of God, war, strikes, computer failure, embargos, pandemic, industry-wide unavailability of needed materials, or other actions beyond our reasonable control. However if a delay caused by a force majeure event lasts more than thirty (30) days, either party may, after consultation with the other, cancel the order.
18. Intellectual Property. Each party shall continue to be the owner of all plans, specifications, patents, trade secret processes, trademarks and other intellectual property relating to the subject matter of an Purchase Order placed with ADI (“Intellectual Property”) that it owned prior to the placement of that Order. Use by ADI of your Intellectual Property in connection with fulfillment of your Order is permitted by license from Customer. Unless otherwise agreed in a Proposal or agreement between the two of us, rights to any suggestions, modifications or iterations of the other party’s Intellectual Property, including any plans we create for manufacture of your equipment, belong to the party creating those suggestions, modifications or iterations.
19. Controlling Law and Forum Selection. This agreement between the two of us relating to all orders is deemed to have been made in the State of Minnesota and will be construed and interpreted consistent with Minnesota law. Any dispute arising from, or relating to any order for services or products from us, including any disputes relating to Proposals, Purchase Orders or equipment or products sold to you, shall be exclusively resolved in the Courts of the State of Minnesota. Both of us consent to the jurisdiction of Minnesota courts.
20. Cancelled or Suspended Orders. Unless otherwise provided in a Proposal or agreement between the two of us, Purchase Orders may not be cancelled without our consent. We will not unreasonably withhold our consent to cancellation if the request is made early enough in the Order fulfillment process. However (a) we reserve the right to charge a restocking fee on Distributed Parts and, where applicable, on components purchased in connection with an equipment manufacture order and (b) in order to effectuate cancellation of an equipment manufacture order you must pay for all services rendered to the date on which the request to cancel is granted at the same rate used to generate the Proposal to you, which includes cost of use of facilities and equipment.

These Customer Standard Terms and Conditions are effective March 15, 2019.

Rev C – 5/13/2020 (Added signature and updates)

Rev D – 3/11/2022 (added material exception and removed COVID paragraph)

Rev E – 4/17/2025 (Material variable statement)