DOWNLOAD OUR SELLERS TERMS & CONDITIONS
SALES TERMS & CONDITIONS
Shawnee Specialties, Inc.
Revision 251204
1. Scope and Acceptance
These Terms and Conditions (“Terms”) govern all quotations, order acknowledgements,
sales, and shipments by Shawnee (“Shawnee”). Buyer’s issuance of a purchase order,
acceptance of a quotation, or receipt of goods constitutes acceptance of these Terms.
All additional or conflicting terms in Buyer’s purchase orders, supplier portals, APAs, OEM
general terms, or other documents are expressly rejected unless specifically accepted in
writing by Shawnee’s authorized officer.
2. Specifications, Drawings & Revision Control
Buyer is solely responsible for providing accurate drawings, models, specifications, and
revision levels. Shawnee will produce to the latest revision received at the time of order
acceptance. Shawnee is not responsible for delays, scrap, or costs resulting from Buyer’s
incorrect, unclear, or changed specifications.
Any engineering changes or tightened tolerances imposed after order acceptance will be
billed at Shawnee’s standard engineering and tooling rates.
3. Tooling Ownership, Use & Maintenance
Unless expressly quoted otherwise, Buyer shall provide and pay for all tooling, dies,
gauges, and fixtures necessary to manufacture the part of which will be used exclusively for
Buyer’s parts. Shawnee will maintain tooling for normal wear. Extraordinary repairs,
replacement, or engineering changes are Buyer’s responsibility. Shawnee shall have a lien
on Tooling until Buyer makes full payment of the Tooling and for Product made with the
tooling.
Inactive tooling will be held for two (2) years unless otherwise agreed in writing, after which
Shawnee may dispose of it.
4. Lead Times, Capacity & Forecasting
Lead times begin after complete receipt of PO, specifications, and commercial terms.
Buyer shall provide rolling 6–12-month forecasts for planning automotive and defense
programs.
Shawnee is not liable for delays caused by alloy supply disruptions, labor or machine
downtime, sub-tier supplier issues, Buyer delays, or force majeure events.
5. PPAP, FAIR, Source Inspection & Special Requirements
Automotive PPAP, Defense First Article Inspection Reports (FAIR), and source inspections
must be quoted in advance. Activities not included in Shawnee’s quotation will be invoiced
separately.
Delays in Buyer approval do not delay payment obligations.
6. Warranty – Repair/Replace Only
Shawnee warrants products will conform to the agreed print and material specification at
shipment. Warranty period is 90 days from ship date.
Shawnee’s liability is strictly limited to, at Shawnee’s option: (a) repair, (b) replacement, or
(c) credit of the nonconforming items.
THIS WARRANTY IS EXCLUSIVE AND IN PLACE OF ALL OTHER WARRANTIES.
7. Warranty Exclusions – Field Failures & Extended Costs
Shawnee shall not be liable for field labor, technician travel, removal/installation costs,
sorting charges unless pre-approved in writing, line downtime, penalties, expedite charges,
or OEM shutdown costs.
Shawnee shall not be liable for system-level failures, design-induced defects, tolerance
stack issues, or assembly scrap outside Shawnee’s facility.
Shawnee is not responsible for customer warranty recovery, PPV debits, campaign costs,
or vehicle recall expenses.
Shawnee is not liable for mission failure, loss of government contract, or FAR/DFARS
penalties not directly caused by Shawnee’s manufacturing.
8. NO-CHARGEBACK CLAUSE
Buyer shall not issue unilateral chargebacks, debits, offsets, or deductions of any kind
without Shawnee’s express written approval. Unauthorized chargebacks are invalid and
must be reversed immediately.
If Buyer removes funds or issues an unauthorized debit, Shawnee may suspend shipments
until the account is brought current.
9. COMPLETED OPERATIONS EXCLUSION
Shawnee’s responsibility ends upon shipment of conforming goods. Shawnee does not
assume liability for any damages occurring after the part has left Shawnee’s facility,
including installation or field service errors, downstream assembly failures, improper
storage or handling, performance of Buyer’s or OEM systems, or post-installation claims.
10. Indemnification
Buyer agrees to indemnify and hold Shawnee harmless from claims relating to Buyer’s
design or specification requirements, use of the part in automotive safety systems, use in
defense applications including weapons systems, UAVs, maritime sonar, aerospace, or
ITAR/EAR export violations caused by Buyer.
Buyer must disclose if drawings or data are ITAR/EAR controlled.
11. Limitation of Liability
Shawnee’s maximum liability shall not exceed the amount paid for the specific shipment
giving rise to the claim.
Shawnee shall not be liable for lost profits, production downtime, excess freight, tooling
depreciation, or government or OEM-imposed costs.
This limitation applies regardless of any conflicting OEM or Tier-1 flow-down terms.
12. Delivery, Shipment & Inspection
Shipping terms: FCA Shawnee Dock (Incoterms) only unless otherwise stated in
quotation. Risk of loss transfers at loading.
Buyer must inspect shipments promptly and notify Shawnee of shortages or damage within
10 days.
13. Economic Adjustments – Labor, Alloy, Energy & PPI
Prices may be adjusted due to alloy market changes, energy surcharges, labor increases,
inflation, or Buyer-driven changes.
Multi-year programs are subject to annual economic adjustments. Shawnee does not
accept frozen pricing unless explicitly quoted.
14. Payment Terms
Standard payment terms: Net 30. Past-due balances accrue 1.5% per month. Shawnee
may suspend shipments for nonpayment or unauthorized deductions.
Buyer agrees to pay collection costs, including attorney fees.
15. Cancellation, Rescheduling & Stop-Work Orders
Orders may not be cancelled or rescheduled except with Shawnee’s written consent. If
allowed, Buyer must pay for completed goods at full price, WIP at cost plus overhead, raw
material at cost, and transition/administrative costs.
Government stop-work orders do not negate Buyer’s obligation to reimburse Shawnee fully.
16. Intellectual Property & Process Ownership
Shawnee retains all rights to manufacturing methods, tooling designs, gating, runner
systems, and proprietary process parameters.
Buyer may not reverse engineer Shawnee’s tooling or process.
17. Confidentiality & Export Controls
Buyer must clearly identify any controlled technical data. Undeclared data will be treated
as non-controlled, and Buyer assumes all liability.
18. Governing Law & Venue
These Terms are governed by Michigan law and the UCC (Article 2). Venue shall be Berrien
County, Michigan, or the Federal Court for the Western District of Michigan.
19. Entire Agreement
These Terms constitute the full agreement. No oral statements or Buyer terms modify them
unless agreed in writing.