All molds published in the Mold Catalog, the Marshall-Gruber’ website or other marketing materials are all “standard” mold designs and are not custom proprietary designs. All these designs and masters are owned by Marshall-Gruber. Marshall-Gruber designs and manufactures “Custom” molds to meet specific customer requirements, and the resulting designs, masters and molds are customer proprietary designs. The design, development, and purchase of custom proprietary or custom modified molds will be handled on an individual basis in the following manner:
-
A request for quotation should include any information to adequately communicate the customer’s desired design attributes. These types of input may include CAD designs (preferably in Solidworks or IGES file format) drawings/sketches, specifications, or an adequate description of the product desired. Sketches need not be of professional quality or appearance, but should include the exact product dimensions desired. In certain situations, it may be necessary for the customer to provide samples of special fittings which will ultimately be used with the finished product.
-
Upon receipt of a request for a custom or modified mold, Marshall-Gruber will prepare a price quotation for master tooling, production molds, and/or drawing or design charges.
-
Production of master tooling will be initiated after receipt of a confirmed customer order and a signed copy of drawings, if applicable. A confirmed customer order must include full payment for all design and master tooling charges in advance.
-
Under normal circumstances, Marshall-Gruber is able to fabricate master tooling in five to six weeks, depending on complexity of the design. The first production mold may be fabricated as rapidly as 3 weeks thereafter.
-
All product design work (CAD files and/or drawings) prepared by Marshall-Gruber will remain the property of Marshall-Gruber. All master molds are the property of Marshall-Gruber unless otherwise agreed in writing by Marshall-Gruber and the customer.
-
Marshall-Gruber warrants that it will not manufacture molds from proprietary custom master tooling that was fabricated by Marshall-Gruber for the original purchaser for any customer other than such original purchaser unless (a) such master tooling is not proprietary to such original purchaser, or (b) such original purchaser gives its written consent, or (c) the project was not paid in full per the terms of the agreement. In the case of either 6(a), 6(b) or 6(c), Marshall-Gruber will have no duty to pay any consideration to such original purchaser for any manufacture, sale, or use of such master tooling or such molds.
-
In the case of modified master tooling (made by modifying an existing, standard master), Marshall-Gruber reserves the right to make molds from such a master available to customers other than such original purchaser.
-
Once a master or temporary master has been utilized to create the mold(s) to satisfy an order, Marshall-Gruber will offer the customer the choice of 1) storing it locally (at one of Marshall-Gruber’ designated storage facilities), or 2) the customer can direct Marshall-Gruber to ship the master to the customer’s designated location at the customer’s expense. If the customer directs Marshall-Gruber to store the master or temporary master, a nominal annual storage fee will be assessed, and the customer will be billed in monthly increments during the duration of Marshall-Gruber’s storage of that item. In addition, any additional expenses such as storage handling fees or transportation costs that Marshall-Gruber incurs will be similarly billed as they are incurred.
-
With respect to any modified or custom master tooling or molds manufactured by Marshall-Gruber to meet specific customer requirements or specifications, the customer will indemnify and hold Marshall-Gruber, its agents, officers, and employees, harmless from any liabilities, losses, claims, causes or action, penalties and expenses directly or indirectly arising therefrom, as described with particularity in the INDEMNITY section.
A service charge in the amount of $25.00 will be charged for orders less than $75.00.
Prices shown in the Price List do not include any taxes. All applicable taxes will be the sole responsibility of the customer.
Unless otherwise agreed in writing by Marshall-Gruber and the customer or unless prepaid, all orders will be shipped C.O.D. All carriers charge an additional service charge for handling C.O.D. shipments, which charge will be the sole responsibility of the Customer.
Orders received with a prepayment check will be given a discount of 1% on the order net balance, excluding taxes, crating, duties, shipping, special handling and freight charges, and other similar charges. Discounts do not apply to master tooling charges, engineering/consultant fees, training services, or contract agreements for customer designed production systems or other similar charges. Prepaid orders are those for which the full amount of all charges, except freight, are paid prior to entry of the order into Marshall-Gruber’ production/shipping schedule. Prepaid orders will not be processed until payment for the full amount is received.
Any other method of payment will be in accordance with Marshall-Gruber’ payment policies. Any credit sale is subject to the approval of Marshall-Gruber’ credit department. A finance charge equal to the highest amount allowed by law will be added to the amount due on all invoices that are not paid within the stated time. All payments will be made in United States currency. If the customer fails to comply with any of the terms and conditions of this instrument, Marshall-Gruber may withhold further deliveries. Marshall-Gruber may suspend performance or require cash payment or C.O.D. or adequate security at any time when, in Marshall-Gruber’ sole and absolute discretion, the financial condition of the customer or other factors warrant such action.
Advice and assistance on matters relating to the manufacture of cultured marble obtained via Marshall-Gruber’ website, or via email, telephone, telefax, or letter is provided without charge or obligation. Marshall-Gruber offers this service free of charge, but without warranty. Please see the important Notice to Customer section above. No collect calls will be accepted. Field consultation service is available, on a fee plus expense basis, for onsite consultation. For complete information on all services available from Marshall-Gruber, please contact your Marshall-Gruber Representative.
Unless otherwise agreed in writing by Marshall-Gruber and the customer, shipments will be made via the most reasonable methods as determined in the sole and absolute discretion of Marshall-Gruber. Marshall-Gruber will have the sole and absolute discretion to select the method of shipment, routing of shipment, point of origin of shipment, and selection of carrier. All shipments will be FOB Shipping Point. Shipping and delivery dates are estimates only, based on factors in existence at the time such estimates are made. Each delivery will be deemed to be a separate sale, and the customer will make payment on Partial deliveries. Marshall-Gruber will not be liable for damages due to the delay in, or the inability to complete, the manufacture and delivery of goods due to labor difficulties, weather, Acts of God, governmental acts or regulations, shipping delays, inability to obtain equipment or materials from sources of supply, or any other cause whatsoever beyond the reasonable control of Marshall-Gruber. The customer will pay Marshall-Gruber reasonable storage and handling charges for shipments that are delayed on account of the customer, and such shipments will be stored at the customer’s risk.
All risk of loss or damage and all incidents of title and ownership will pass to the customer upon Marshall-Gruber’ delivery of the goods to the carrier (FOB Shipping Point), even though Marshall-Gruber may have selected the carrier. In no event will Marshall-Gruber be liable for any loss or damage, including but not limited to lost profits or incidental or consequential damages, that result after Marshall-Gruber delivers the goods to the carrier or during the shipping of goods. For any such loss or damage, Marshall-Gruber will have no responsibility whatsoever, and the customer will be responsible for initiating and processing all claims directly with the carrier.
Cancellation of Orders
(A) Standard molds and stock supplies.
Cancellation of orders for standard molds and stock supplies must be made at least 48 hours prior to the shipping date. Orders canceled after that time will be subject to a 15% restocking charge, plus the cost of freight and handling charges, if the product has been shipped.
(B) Manufacturing equipment and special orders.
In the event that a customer cancels an order for engineered system components, product especially fabricated for the customer, or goods that are not regularly carried by Marshall-Gruber, the customer will be responsible for paying the agreed price of such goods as are completed as well as of such goods as are in the process of being engineered, fabricated, manufactured, assembled, or ordered at the time Marshall-Gruber receives the customer’s cancellation.
If Marshall-Gruber manufactures or modifies any goods in accordance with the customer’s requests, plans, or specifications, the customer will indemnify and hold Marshall-Gruber, its agents, officers, and employees harmless from and against all liabilities, losses, claims, causes of action, penalties and expenses, including but not limited to attorneys’ fees and costs, imposed on, incurred by, or asserted against Marshall-Gruber, its agents, officers, or employees, on account of bodily injury or death or property damage or destruction or on account of infringement of any design patent, utility patent, design, copyright, tradename or trademark, existing or hereafter issued, directly or indirectly arising out of such requests, plans, or specifications, or out of such manufactured or modified goods, or out of any alleged breach by Marshall-Gruber of any implied or expressed warranty (except for the limited warranties specifically set forth in this instrument). The provisions of this paragraph are expressly made for the benefit of Marshall-Gruber, its agents, officers, and employees and its successors and assigns, and will continue in full force and effect notwithstanding the termination of this instrument.
All tolerances and dimensions for molds set forth in this catalog are based on plus or minus ¼” (.6 cm). All designs illustrated in the Marshall-Gruber’ catalog are drawn to convey the shape, configuration, and dimensions of the finished product or mold. All catalog products have been described accurately as of the publication date of this catalog. However, Marshall-Gruber is constantly attempting to improve its product and, therefore, reserves the right to improve, delete, or add new products and to alter or change the products in any way, without prior notice.
For purposes of identification, returned product will be considered to fall within the following four categories:
-
No product is to be returned unless specific instructions are first obtained from Marshall-Gruber. When a customer calls or writes about product to be returned, Marshall-Gruber will issue a Return Authorization number. The R/A number must be clearly marked on each of the returned packages or crates. The R/A number will be recorded at Marshall-Gruber with the customer’s name, the class of product to be returned, reason for return, and the disposition that Marshall-Gruber is to make of it when it arrives.
-
Unless prior written authorization has been given by Marshall-Gruber, collect shipments will not be accepted for returned product
Please note: Common carriers levy freight charges based on the type and weight of freight being transported, as described in the Bill of Lading. To avoid any errors in freight charges, describe on the Bill of Lading the contents of the containers being shipped, using the National Motor Freight classification descriptions and class/rate numbers, which you will find included with your Return Authorization.
Freight prepaid by the shipper (customer) will be accepted for credit to the customer’s account if the product is still being sold by Marshall-Gruber, and is found to be in original condition; subject to a handling charge of 15% of the invoice price; 20% for other products.
Must be reported immediately by the customer to the transportation company and to Marshall-Gruber. The customer is responsible for filing and processing the claim(s) directly with the transportation company. Marshall-Gruber is not liable for any loss or damage that occurs after Marshall-Gruber delivers the goods to the carrier.
Freight prepaid by the shipper (customer) will be accepted by Marshall-Gruber for inspection and evaluation. If evidence of a defect that is covered by a Marshall-Gruber warranty is found, or an error in shipment has been made, Marshall-Gruber will have the option of either repairing or replacing the product at Marshall-Gruber’ expense or of refunding the purchase price paid by the customer for the product. If no evidence of defect that is covered by a Marshall-Gruber warranty or shipping error is found, the product will be handled in accordance with procedures as outlined in Class A, if the product is new, unused, and undamaged. If there is evidence of damage or defects not covered by a Marshall-Gruber warranty, the product will be handled in accordance with the procedures in Class D Product.
Freight prepaid by the shipper (customer) will be accepted by Marshall-Gruber for inspection and evaluation. After the product has been evaluated, the customer will be notified and advised of the condition of the product. Product found to be repairable will be repaired with the cost borne by the customer. If the product is deemed to be beyond repair, Marshall-Gruber will dispose of it per the customer’s instructions, at the customer’s expense. If Marshall-Gruber receives no instructions from the customer to either repair or dispose of the product within sixty (60) days after Marshall-Gruber advises the customer of Marshall-Gruber’ findings regarding the condition of the product, Marshall-Gruber may make use of or dispose of the product in any manner determined by Marshall-Gruber, in Marshall-Gruber’ sole and absolute discretion, without any obligation to report to the customer (including but not limited to the obligation to pay any consideration to the customer or the obligation to report to the customer), and all rights to such product will belong solely and exclusively to Gruber. Please note that with respect to all of the foregoing classifications, particularly Classes A and C, it is essential to repack product to protect it from damage in transit. Full credit for returned product cannot be given unless it is received in undamaged condition. Also, make sure the proper freight classification is used on the returned shipment.
The waiver by Marshall-Gruber of any term or condition herein stated will not be construed to be a waiver of any other term or condition hereof, nor will such waiver be deemed a waiver of subsequent breach of the same term or condition, nor will it be deemed a waiver or any term or condition in any subsequent instrument.
In the event any provision of the instrument is held to be invalid or unenforceable, the other provisions of this instrument will be valid and enforceable.
This instrument confirms the sole and entire agreement between Marshall-Gruber and the customer and none of the terms and conditions contained herein may be added to, deleted, modified, or altered except by written instrument signed by the President, Vice President or General Manager of Marshall-Gruber Inc. and the customer. There are no oral understandings, representations, or agreements relative to the subject matter of this instrument which are not fully expressed in this instrument.
Governing Law
The laws of the State of Michigan will govern the validity, interpretation, and enforcement of this instrument. The sole, exclusive, and proper venue for any proceedings brought to interpret or enforce this instrument or to obtain a declaration of the rights of the parties hereunder will be Oakland County, Michigan, U.S.A.
In the event that any suit in law or equity, arbitration, or other formal proceeding is instituted by any part of this instrument, or to recover damages for breach thereof, the prevailing party shall be entitled to an award of its attorney’s fees and costs, including experts, incurred in connection with such action. If any collection procedure is initiated against the customer to enforce any of the customer’s obligations owing hereunder, which collection procedure does not culminate in the commencement of any suit, arbitration, or other formal proceeding, Marshall-Gruber will be entitled to recover from the customer, all costs, including but not limited to attorneys’ fees, incurred by Marshall-Gruber in connection with such collection procedure.
Marshall-Gruber warrants that all of the products manufactured by it are free from manufacturing defects in material and workmanship. Marshall-Gruber represents that it has inspected in a reasonable manner all components manufactured by others and used in Marshall-Gruber’ products and Marshall-Gruber warrants that those components are free from manufacturing defects in material and workmanship that are detectable by such reasonable inspection. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING WARRANTIES ARE VOID IF THE PRODUCT HAS NOT BEEN USED, CARED FOR AND MAINTAINED IN ACCORDANCE WITH Marshall-Gruber’ WRITTEN INSTRUCTIONS ACCOMPANYING THE PRODUCT OR IF THE PRODUCT HAS BEEN OTHERWISE UNREASONABLY USED, NEGLECTED, MISHANDLED, OR IMPROPERLY SERVICED OR STORED OR IF THE PRODUCT HAS BEEN DAMAGED BY ACCIDENT OR OTHER CASUALTY. No employee or representative of Marshall-Gruber has authority to bind Marshall-Gruber to any representation, promise or warranty concerning Marshall-Gruber products. Unless a representation, promise or warranty is set forth in this instrument it is not enforceable by the customer. THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST Marshall-Gruber FOR BREACH OF ANY WARRANTY WILL BE FOR THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT OR, AT GRUBER’S OPTION A REFUND OF THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE PRODUCT UPON THE CUSTOMER’S RETURN TO Marshall-Gruber OF THE PRODUCT. NO OTHER REMEDY, INCLUDING BUT NOT LIMITED TO COMPENSATION FOR PROPERTY DAMAGE, LOST PROFITS, LOST SALES, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WILL BE AVAILABLE TO THE CUSTOMER. Claims under the foregoing warranties must be made by obtaining the prior return authorization and shipping instructions from Marshall-Gruber and returning the defective product in accordance with Marshall-Gruber policy then in effect. Marshall-Gruber products are intended for sale to industrial and commercial customers only. This paragraph constitutes the complete and final expression of any and all warranty agreements between Marshall-Gruber and the customer notwithstanding any usage of trade, course of dealing or documents sent to Marshall-Gruber by the customer.
