Terms of Sale

General Terms and Conditions of Sale — UPC-Marathon

9/15/26
UPC-Marathon Terms and Conditions
1. Purpose
These Terms and Conditions are incorporated into all proposals, quotations, purchase orders,
acknowledgments, and contracts issued by UPC-Marathon. For purposes of these Terms and
Conditions, UPC-Marathon is hereafter referred to as "UPC". These Terms and Conditions control
and are binding upon the parties unless UPC expressly agrees otherwise in a written agreement
signed by an authorized representative of UPC. No subsequent purchase order, confirmation,
acknowledgment, or other document issued by Purchaser modifies these Terms and Conditions
unless expressly accepted in writing by UPC.
2. Definitions
As used in these Terms and Conditions: "Purchaser" means the person or entity purchasing
goods or services from UPC. "Goods" means equipment, parts, components, materials, software,
documentation, and other items supplied by UPC. "Services" means field service, engineering,
installation support, start-up support, training, maintenance, repair, inspection, and other
services supplied by UPC.
3. Acceptance
Purchaser's order, written acceptance, authorization to proceed, or acceptance of delivery or
performance constitutes acceptance of these Terms and Conditions and the applicable UPC
proposal or quotation. Any additional, conflicting, or different terms proposed by Purchaser are
rejected and will not be binding unless expressly agreed to in a written agreement signed by an
authorized representative of UPC. No contract is final until accepted in writing by UPC.
4. Documentation & Intellectual Property
Data in catalogs, brochures, quotations, or contract documents (illustrations, drawings,
dimensions, weights, performance figures) are approximate and not binding unless expressly
agreed in writing. UPC retains ownership and copyright of all documents, drawings, and
estimates provided. Purchaser may not use, copy, reproduce, modify, decompile, or share such
documents except for their intended purpose. All documents must be returned to UPC upon
request.
Purchaser shall not reverse engineer, disassemble, derive, copy, duplicate, reproduce, or permit
any third party to manufacture all or any portion of the Goods, replacement parts, software,
controls, drawings, processes, or proprietary designs supplied by UPC, except to the extent such
restriction is prohibited by applicable law or expressly authorized in writing by UPC. All preexisting intellectual property and all improvements, know-how, methods, designs, and
developments created by UPC remain the exclusive property of UPC.
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5. License Agreement
Equipment may include hardware, software, or other intellectual property. The provision of such
technologies is governed by a separate License Agreement between Purchaser and UPC. Unless
expressly stated in a separate written license agreement, software is licensed, not sold, solely for
operation of the applicable Goods. To the fullest extent permitted by law, UPC disclaims liability
for loss or corruption of data, cybersecurity incidents caused by Purchaser systems or third
parties, unauthorized access, and business interruption arising from software use, except to the
extent directly caused by UPC 's gross negligence or willful misconduct.
6. Prices & Taxes
Prices quoted orally expire at the end of the day on which they are given unless confirmed in
writing. Written quotations are valid for ninety (90) days unless withdrawn or revised by UPC in
writing before acceptance. Unless otherwise stated in the proposal or quotation, all prices are Ex
Works the UPC plant or facility location specified in the proposal. Prices exclude transportation,
insurance, packaging, storage, taxes, levies, tariffs, duties, customs charges, and similar costs,
all of which are Purchaser's responsibility. Purchaser shall promptly reimburse UPC for any such
costs paid by UPC on Purchaser's behalf. Any increase in labor, material, transportation,
insurance, tariff, tax, duty, or compliance costs caused by changes in law, regulation, market
conditions, or Purchaser requirements may be invoiced to Purchaser.
7. Change Orders
UPC is not obliged to make changes or additions to the scope of work unless there is an equitable
adjustment in price, delivery, and other conditions, and such changes are agreed in writing.
8. Payment Terms
Payments are Net 30 days unless otherwise specified. Late payments bear interest at the lesser
of 1.5% per month or the maximum allowed by law. UPC may suspend performance or terminate
the contract if payments are overdue by three months or more. Purchaser may not withhold or
set off payments. If UPC questions Purchaser’s ability to pay, it may require advance payment or
other assurance.
UPC may, at any time if Purchaser's creditworthiness deteriorates or UPC reasonably determines
that payment is insecure, require advance payment, progress payments, an irrevocable letter of
credit, bank guarantee, parent guarantee, or other satisfactory security, and may suspend
performance until such security is received. UPC may apply payments to any outstanding
obligation in its discretion. Purchaser shall reimburse UPC for reasonable costs of collection,
including attorneys' fees, court costs, arbitration costs, and collection agency fees, to the extent
permitted by law.
9. Factory Acceptance Tests
If not stipulated, pre-acceptance tests are carried out at UPC location per internal standards.
Purchaser will be notified in writing and may attend. If Purchaser does not respond or attend,
the test report is deemed accurate and equipment ready for shipment.
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10. Title & Property Rights
Title and right of possession remain with UPC until all payments are made in full. Purchaser
must insure the equipment for full replacement value from delivery until fully paid. If default
occurs, UPC may repossess the equipment without liability. Purchaser may not pledge, mortgage,
or resell the equipment until fully paid.
11. Shipment & Delivery
Ex Works deliveries are complete upon release to Purchaser’s carrier. Delivery dates are
estimates and not guaranteed. UPC is not liable for delays. Partial shipments are permitted.
Purchaser is responsible for claims of loss or damage in transit.
12. Claims of Non-Conformance
Purchaser must inspect all goods promptly upon receipt and notify UPC in writing of any claimed
non-conformance, rejection, shortage, or visible damage within five (5) days after receipt,
describing the basis for the claim and providing reasonable supporting evidence. Failure to
provide timely written notice constitutes acceptance of the goods. Goods may not be returned,
reworked, repaired, scrapped, or disposed of without UPC's prior written authorization. UPC
must be given a reasonable opportunity to inspect the goods and verify the claimed nonconformance before Purchaser takes corrective action.
13. Cancellation, Suspension, or Delay
Cancellation or modification requires express written consent. Purchaser is responsible for all
costs incurred up to cancellation. If Purchaser causes delay, storage fees of 1% per month may
apply. If Purchaser fails to remedy default within 10 days of notification, UPC may terminate the
contract and seek compensation.
14. Installation & Start-Up
Purchaser is responsible for unloading, storing, and delivering equipment to the site. Purchaser
must provide all necessary services, permits, and safe working conditions. UPC personnel must
be able to perform start-up per schedule. Purchaser indemnifies UPC for any losses arising from
installation or start-up due to Purchaser’s actions or omissions.
Purchaser shall not remove, bypass, defeat, or modify any safety device, interlock, guard,
warning, or control without UPC 's prior written consent.
15. Final Acceptance
Installation must begin within 60 days of Bill of Lading or 30 days after delivery. Equipment is
deemed accepted when start-up and required tests are completed. Minor deficiencies not
affecting efficiency do not prevent acceptance. Purchaser may not use equipment before
acceptance.
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16. Equipment Warranty
UPC warrants that equipment manufactured by UPC will be free from defects in material and
workmanship for fifteen (15) months from shipment or twelve (12) months from start-up,
whichever occurs first. This warranty excludes expendable parts, wear parts, consumables,
third-party components, and damage or failure caused by improper storage, handling,
installation, operation, use, maintenance, repair, modification, process conditions, utilities, site
conditions, or Purchaser's acts or omissions. UPC 's sole obligation and Purchaser's exclusive
remedy under this warranty are limited to repair or replacement of defective parts, at UPC 's
option. Purchaser must notify UPC in writing of any claimed defect within the warranty period
and allow UPC reasonable access and time to inspect and perform repairs. No warranty applies
to goods or services not paid for in full.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, UPC DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING
FROM COURSE OF DEALING OR USAGE OF TRADE. No production rate, throughput, energy
consumption, metallurgical result, process result, availability level, or other performance
criterion is guaranteed unless expressly identified as a guaranteed value in a written agreement
signed by an authorized representative of UPC, together with the applicable test conditions and
exclusive remedy.
17. Limitation of Liability
UPC liability is limited to the purchase price of goods and services. UPC is not liable for
consequential, incidental, indirect, or punitive damages, including lost profits, business, or
production. Purchaser indemnifies UPC against claims arising from use, storage, sale, or
processing of products.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPC 'S TOTAL AGGREGATE LIABILITY
ARISING OUT OF OR RELATING TO THE CONTRACT, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY, INDEMNITY, WARRANTY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE
LESSER OF (A) THE AMOUNTS ACTUALLY PAID TO UPC FOR THE GOODS OR SERVICES
GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT
GIVING RISE TO LIABILITY, OR (B) USD $500,000. THE FOREGOING CAP SHALL APPLY IN THE
AGGREGATE TO ALL CLAIMS. Any exceptions required by applicable law, including liability that
cannot lawfully be limited or excluded, shall apply only to the minimum extent required by such
law.
18. Purchaser-Supplied Data
UPC relies on specifications, drawings, process information, site information, samples, and other
data supplied by Purchaser. Purchaser is responsible for the accuracy, completeness, and
suitability of all such information. If Purchaser-supplied information is inaccurate, incomplete,
or if actual site or process conditions differ from the information provided, UPC 's warranties,
performance obligations, delivery obligations, and guarantees may be void or subject to equitable
adjustment unless otherwise agreed in writing.
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19. Force Majeure
UPC is not liable for failure or delay due to forces beyond its control, including pandemics,
strikes, accidents, war, terrorism, natural disasters, or interruptions of utilities. Either party
may suspend performance or terminate the contract if force majeure persists for more than six
months.
20. Insurance
UPC will obtain required Workmen’s Compensation Insurance and insure equipment against fire
during manufacture. Purchaser must insure equipment from delivery through installation and
until fully paid. Purchaser assumes all risk of loss if insurance is not maintained.
21. Assignment
Purchaser may not assign the contract without UPC written consent. Any attempt at assignment
is null and void.
22. Compliance & Export Controls
UPC will not conduct business with, ship to, or support any country, organization, entity, person,
end user, or end use subject to applicable sanctions, embargoes, export controls, import
restrictions, or other trade compliance restrictions. Purchaser shall comply with all applicable
export control, sanctions, anti-corruption, customs, and trade compliance laws and shall not
sell, transfer, export, re-export, divert, or otherwise provide UPC products, technology, software,
documentation, or services to any restricted country, organization, entity, person, end user, or
prohibited end use. Purchaser shall provide end-use, end-user, destination, and compliance
information requested by UPC and shall indemnify UPC for losses arising from Purchaser's
breach of this section.
23. Arbitration & Applicable Law
Any dispute arising out of or relating to the contract, goods, services, or these Terms and
Conditions shall be resolved by binding arbitration in Detroit, Michigan, under the Commercial
Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in
English by one arbitrator unless the parties agree otherwise in writing. Judgment on the award
may be entered in any court having jurisdiction. The contract and these Terms and Conditions
are governed by the laws of the State of Michigan, without regard to conflict-of-law rules.
Any claim or cause of action arising out of or relating to the contract must be commenced within
one (1) year after the claim or cause of action accrues, except for claims by UPC relating to
nonpayment, misuse of intellectual property, breach of confidentiality, or requests for injunctive
relief. The United Nations Convention on Contracts for the International Sale of Goods shall not
apply.
24. Entire Agreement
These Terms and Conditions, together with the proposal or quotation and appendices, constitute
the entire agreement between the parties. No modification is binding unless in writing and signed
by both parties.
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25. Severability; Waiver
If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable, the
remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable
provision will be enforced to the maximum extent permitted by law. No waiver by UPC of any
breach, default, right, or remedy will be effective unless in writing and signed by an authorized
representative of UPC. No waiver will constitute a waiver of any other or later breach, default,
right, or remedy.
26. Hourly Field Rates
FIELD LABOR RATES - ASSIGNMENTS INSIDE CONTIGUOUS U.S.A., MEXICO, CANADA
Normal Rate (based on an 8 hour day) Field Technician Services Engineers
Monday-Friday $175.00 per hour $220.00 per hour
Overtime and Saturday $240.00 per hour $295.00 per hour
Sunday/Holiday $280.00 per hour $340.00 per hour
Expenses: Actual expenses for lodging, car rental, meals, misc., and travel, either coach class air fare at cost plus 10%
or auto mileage at $0.90 per mile.
Travel Time: Charged at weekday rates regardless of when it occurs.
All service prices quoted are in U.S. Funds and are not subject to discount.
Premium rates may apply to work performed outside the regions stated above. Please contact UPC for details.
The pricing stated above is subject to these standard UPC Terms and Conditions.
The rates and expense terms in this section may be revised by UPC upon written notice and,
unless expressly fixed in an accepted quotation, the rates in effect when the Services are
performed shall apply. Purchaser is responsible for applicable taxes, permits, visas, work
authorizations, site access costs, and customer-specific compliance or training costs not
expressly included in UPC 's quotation.