Order Terms and Conditions

Sales Terms and Conditions

Limited Warranty Policy

The Carlyle Johnson Machine Company, LLC warrants that it will repair or replace (whichever it deems advisable) any product manufactured and sold by it that proves to be defective in material or workmanship within a period of one year from the date of the original purchase for consumer, commercial or industrial use.

This warranty extends only to the initial purchaser and is not transferable without prior written consent from Carlyle Johnson.

A purchase receipt or other proof of original purchase will be required before warranty service is rendered. It is also necessary to include a brief outline of why the product is being returned. If the items are found defective while under warranty, repair or replacement will be made without charge. If the product is found not to be defective, you will be notified for a decision on disposition.

This warranty covers normal use and does not cover damage which occurs in shipment, or damage or defect which is the result of alteration, accident, neglect or improper installation, operation or maintenance.

With respect to the customer's use of a product, the foregoing warranty is in lieu of and excludes all other warranties, whether express or implied by operation laws or otherwise, including, but not limited to, any implied warranties of merchantability or fitness for a particular use or application.

The obligation of The Carlyle Johnson Machine Company is limited to the repair or replacement of the defective product. In no event shall Carlyle Johnson be held responsible for consequential, indirect or incidental damages of any kind incurred by reason of the manufacture, sale or use of any defective product. Carlyle Johnson will not authorize any person other than the president of the company to give any other warranty or assume any other liability on it's behalf.

Order Cancellation Term and Conditions

The order cancellation policy gives our customers a one-week grace period in which to cancel any order placed. During this period, and only during this period, a customer may cancel their order without being charged.

Should the customer decide to cancel the order any time thereafter, a charge shall be assessed for 25% of the original quoted, acknowledged or invoiced price.

All shipments leaving Carlyle Johnson are packaged according to standard commercial packaging practice. Carlyle Johnson is not responsible for material damaged in transit. Responsibility for damaged shipment lies with the common carrier. The responsibility for filing any claim with the common carrier is that of whichever party contracted with the carrier, and is determined by the terms of the sales order.

Returned Goods Policy

Before returning goods for repair or any other purpose, the customer must obtain a Returned Goods Authorization (RGA) number. To obtain an RGA number, contact the Carlyle Johnson Sales Department. No action will be taken on any returns until an RGA number is assigned. All return shipments must be prepaid. If a return is later determined to be under warranty, any prepaid shipping charges will be credited.

Purchasing Terms and Conditions

1. ACCEPTANCE: This order is for the purchase and sale of the goods and services described on the face hereof, (hereinafter referred to as the "Articles"), and is buyer's offer to Seller. It is subject to Seller's acceptance by Seller's execution and return of the acknowledgement copy hereof without exception. No contract shall exist until buyer's receipt of such acknowledgement copy. In the absence of buyer's receipt of such acknowledgement copy, buyer's acceptance of the Articles shall constitute a contract on the terms and conditions hereof and no others. Terms and conditions contained in any acknowledgement of this order which are different from or in addition to the terms and conditions of this order shall not be binding on buyer, whether or not they would materially alter this order, and buyer hereby objects thereto. To the extent applicable, the terms and conditions may be superseded by a basic or overriding agreement between Buyer and Seller.

2. The Articles shall not be fabricated or shipped at higher prices or different terms than last quoted or charged without buyer's prior approval.

3. Mail invoice in duplicate with original bill of lading showing buyer's order number, number of packages and shipping route, not later than the day following shipment. Title and risk of loss to the Articles shall pass to buyer at the time and place of delivery at buyer's facility.

4. All Articles are subject to inspection, test and rejection at buyer's plant upon receipt regardless of whether invoice may have been paid. If rejected, the Articles will be held or returned at Seller's risk and handling, and transportation expenses, both ways, will be assumed by Seller.

5. Itemized packing slip must be enclosed with each box or package showing contents and buyer's purchase order number.

6. If Seller performs services or constructs, erects, inspects, or delivers to or on buyer's premises, Seller will indemnify and save harmless buyer from all loss or the payment of all sums of money by reason of all accidents, injuries, or damage to persons or property that may happen or occur in connection therewith.

7. Before commencement of construction work on buyer's premises, a certificate of adequate insurance showing buyer as an additional insured must be filed with buyer's Insurance Department covering personal injury and property damage occurring in the course of such work.

8. In consideration of this order Seller guarantees that the sale of the Articles does not infringe any United States or foreign patent or any trademark or copyright. Seller covenants to defend every suit which may be brought against buyer, its successors, assigns, customers, or any person selling or using any product of buyer, for any alleged infringement of any patent or any trademark or copyright by reason of the sale or use of said Articles, and to pay all expenses and fees of counsel which shall be incurred in and about defending and all royalties, costs, damages and profits recoverable in every such suit, and in the event of any litigation resulting in any injunction restraining buyer from using the Articles, Seller agrees to reimburse buyer for the full purchase price and all damages suffered as a result of such litigation.

9. Buyer reserves the right to cancel this order or any unfilled portion thereof if Seller fails in any way to perform hereunder or if buyer's requirements change. In the latter event, an equitable adjustment will be made between buyer and Seller if within fifteen days from buyer's notice of cancellation, Seller gives buyer written notice of Seller's claim for adjustment.

10. Seller shall follow the delivery schedule shown on this order and shall not make deliveries later or substantially earlier than the date shown. Time is of the essence of this agreement. If the Articles are shipped substantially in advance of scheduled delivery date, buyer may return them at Seller's expense. If Seller exercises due care, Seller shall not be liable for delays in delivery due to Acts of God, floods, fire, war, riot, strikes, and damage in transit, due to causes beyond its reasonable control. However, if Seller does not adhere to the delivery schedule regardless of the cause, buyer may terminate this order without liability to Seller, or buyer may agree to a revised delivery schedule.

11. Seller will allow buyer's and government inspectors access to Seller's plant at all reasonable times for the purpose of inspecting the Articles or work in process for production of the Articles. All Articles are subject to final inspection and approval at buyer's plant or other place designated by buyer.

12. All tools, dies, jigs, patterns, equipment or material and other items purchased, furnished, charged to or paid for by buyer, and any replacement thereof, shall remain the property of buyer. Such property shall be marked plainly to show it is the property of buyer and shall be safely stored apart from other property. Seller shall not substitute other property for buyer's property and shall not use such property except in filling buyer's orders. Seller shall hold such property at its own risk and upon buyer's written request shall redeliver the property to buyer in the same condition as originally received by Seller, reasonable wear and tear excepted. Title to and the right of possession to special tooling, jigs, dies, patterns, and equipment, the cost of which is fully or substantially amortized in the price of the Articles, shall remain in Seller but Seller shall at no additional cost to buyer, hold such special tooling for buyer's exclusive use and Seller shall not dispose of said tooling without prior written approval of buyer.

13. Buyer may make changes in the drawings and specifications on any Article at any time if such changes result in delay or additional expense to Seller, an equitable adjustment of price and delivery schedules will be made.

14. In addition to all warranties which may be prescribed by law or stated herein or in any proposal (written or oral) of Seller, Seller warrants that the Articles shall conform to specifications, drawings, and other description and shall be free from defects in material and workmanship. Seller also warrants, to the extent the Articles are not manufactured pursuant to detail design furnished by buyer, that the Articles will be free from defects in design and will be fit for the purpose for which purchased. Such warranties, including the warranties, including the warranties prescribed by law, shall run to buyer, its successors, assigns, customers, and users of the Articles. Seller shall indemnify and hold buyer harmless from all claims, losses, costs and demands, arising from or incident to the breach by Seller of any of the foregoing warranties.

15. The ideas, information, and designs contained in or shown upon, the drawings, specifications, photographs and other engineering and manufacturing information supplied by buyer, shall remain buyer's property, shall be retained in confidence by Seller, and not disclosed to any other person or entity, and shall not be used or incorporated into any product or item later manufactured or assembled by Seller for anyone other than buyer. Any unpatented knowledge or information concerning Seller's processes, present or contemplated products or their uses which Seller may disclose to buyer in connection with the ordering, acquisition and use by buyer of the Articles shall, unless otherwise specifically agreed in writing, be deemed to have been disclosed as a part of the consideration for this order, and Seller agrees not to assert any claim (other than a claim for patent infringement) against buyer by reason of any use or alleged use to which such information or knowledge may be put by buyer.

16. Seller, without the written consent of buyer, shall not make any contract with any other person for furnishing any of the completed or substantially completed Articles or assign this order or any right hereunder. Buyer may set off against the amount payable to any person under this order any claim or charge it may have against Seller.

17. If Seller becomes insolvent, or makes an assignment for the benefit of creditors, or if a petition in bankruptcy is filed by or with respect to Seller, buyer, by written notice, may terminate this order without liability to Seller except for items already accepted by buyer. Buyer may terminate this order at any time by notice in writing to Seller, in such event buyer shall pay such termination charges as may be agreed upon and if agreement cannot be reached, buyer will be liable for such sum as it may lawfully owe Seller on account of such termination, but in no event shall buyer be liable for any loss of profits on the order or portion thereof so terminated.

18. If this order is subject to the Renegotiation Act of 1961, as amended, it is deemed to contain all of the provisions required by Section 104 of such Act. Seller agrees to insert provisions corresponding to this paragraph in all subcontracts as required by Section 104 of the Act, unless such subcontract is exempt under the Act.

19. Seller agrees to comply with all applicable Federal and state laws, rules and regulations including but not limited to: (a) the Fair Labor Standards Act of 1938, as amended; (b) Executive Orders 11246, 11375, 11701, and 11758, including all amendments thereof and all rules and regulations thereto; (c) Federal Procurement Regulations including ASPR; (d) all Workers' Compensation and Disability Benefits Insurance laws; (e) Anti-Kickback Act as amended; (f) Toxic Substances Control Act and all regulations thereunder; (g) the Occupational Safety and Health Act and all regulations thereunder; (h) the Clean Air Act, the Federal Water Pollution Control Act, and rules and regulations of the EPA and appropriate state and local agencies; (i) The Walsh Healy Public Contract Act and the Work Hours Act, as amended, and all rules and regulations thereunder; each as and to the extent applicable to this order of Seller's performance hereunder. Nothing in the foregoing shall limit Seller's responsibility to comply with any and all Federal, state and local government laws, rules, and regulations applicable in any fashion whatsoever to this order or Seller's performance hereunder. Seller agrees to provide buyer with any certificate affirming compliance with applicable laws that buyer shall request, and Seller further agrees to indemnify buyer against, and hold to it harmless from, any loss or expense arising from Seller's noncompliance with any applicable law, rule or regulation. 20. Buyer reserves the right to require, as a condition of acceptance of the articles required, certification by the Seller that said articles are in compliance with stipulated federal and/or buyer specifications, said certification to be submitted in writing under separate cover on the date of shipment and forwarded to buyer's Quality Assurance Department. For quality documents, seller will maintain such records according to the applicable supplier specification for a minimum of seven (7) years.

20. Seller make no change in design, manufacturing locations, manufacturing or assembly processes or source of supply, after approval of first production test item or acceptance of the first completed end item, without the written approval from the buyer. This requirement is to be flowed down through the sellers supply chain.

21. Supplier/Subcontractor Quality System: The supplier shall maintain a system that complies with the requirement of ISO9001, MIL-I-45208A, any regulatory equivalent, or approved by CJM. The supplier’s quality system subject to review at all times by the Carlyle Johnson Machine Company.

22. Counterfeit Parts – The supplier shall maintain a counterfeit parts program that complies with the requirements of AS9100D:2015 or approved by CJM. A suspect part is identified as: a) copy, b) substitute without the legal right or authority to do so c) a part whose material, performance, or characteristics are knowingly misrepresented by a Supplier in the Supply Chain. The Counterfeit Parts include but are not limited to:

Parts not containing the proper internal construction (manufacture, wire bonding, etc.) consistent with the ordered part.
Used, refurbished, or reclaimed parts represented as new product.
Parts with a different package style, type of package, or surface plating/finish than required from the ordered product
Parts not successfully completing the full production and/or test procedures of the original component manufactured
Parts sold or delivered with modified labeling or markings intended to misrepresent the form, fit, function, or grade of the intended product.
Note: Refinished, or updated parts identified accordingly are not considered counterfeit product.
When required on the purchase order, CJM supplier’s for special processing is required.
Any nonconforming product, process, or service must obtain approval by CJM
Any changes to process, product or services, including changes to external provider, or location must be approved by CJM
All documents for CJM products, services, or processes must be maintained for seven years minimum.

23. By acceptance of this P.O., external providers are ensuring that persons are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior. The external providers shall, at all times, comply with the applicable provisions of the Carlyle Johnson Machine Company’s Statement of Business Ethics as described in Standard Terms and Conditions of Purchase, see below.

24. Ethics Policy

A. CJMCO may or may not accept situations in which a supplier has a conflict of interest with that of the company.

B. Confidentiality: CJMCO has a unique customer base with products developed by CJMCO for specific applications that may be secretive in nature. CJMCO is committed to maintaining this information confidentiality and not allowing the knowledge of any internal product knowledge to become public. The suppliers maintain the confidentiality of all proprietary information. Proprietary information includes all non-public information that might be harmful to the company and its customers and business partners if disclosed.

Confidential information can include:

Customer lists
Supplier lists
Pricing information
Terms of contracts
Company policies and procedures
Financial statements
Marketing plans and strategies
Trade secrets
Operation Sheets
Drawings
Methods
Software
Any other information that could damage the company or its customers or suppliers if it was disclosed

C. Privacy: The Supplier must comply with privacy legislation and commitment to protecting the personal and confidential information of employees, customers, suppliers and others. The Suppliers do not disclose any private, personal information of:

Employees
Customers
Suppliers
Competitors
Third parties

D. Competition, Fair Dealings and Antitrust: Suppliers are required to: Communicate the company’s products and services in a manner that is fair and accurate, and that discloses all relevant information

Be aware of fair competition regulations and remain aware of the consequences of any violation of policies or laws governing fair competition
Refrain from price fixing, bid rigging, and any other anti-competitive activities
Use only publicly available information to understand business, customers, competitors, business partners, technology trends, and regulatory proposals and developments

E. Bribery and Facilitation Payments: Suppliers will not attempt to influence the judgement or behavior of a person in a position of trust by paying a bribe or kickback. This applies to persons in government and in private business.

The Supplier does not permit facilitation (or “grease”) payments to government officials or private business in order to secure or speed up routine actions.

F. Gifts and Entertainment: gifts and entertainment form suppliers not allowed to any CJMCO employee.

G. Political and Charitable Contributions: Suppliers are not allowed to make charitable or political contributions on behalf of CJMCO.

H. Money Laundering: Suppliers must comply with anti-money laundering laws. Money laundering is the process of concealing illicit funds by moving them through legitimate businesses to hide their criminal origin.

I. Health and Safety: Supplier must conduct business in accordance with applicable health and safety requirements.

J. Corporate Social Responsibility: Suppliers shall employ all employees under their own free will with no one being subjected to bonded or forced labor. This policy applies to not only the supplier’s business operations but also those of their supplier network with which the company conducts its business.

Child Labor: The company and its suppliers shall not employ any people under the minimum legal working age of the country in which they work.

25. Nonconforming Product: Product or services that do not meet specification requirements of the purchase order: The Supplier will inform Carlyle Johnson Machine Co. of any specification requirements that can not be achieved. Shipping of non-conforming product is not allowed.

26. No Change Clause when referenced – Only The Carlyle Johnson Machine Company can change product specifications, performance characteristics, quality standards, tolerance or any other aspect o the products, or components thereof. Supplier will not make any change to the products, process, materials, formulation, packaging, labeling, software, environmental conditions, quality assurance provisions, equipment, production location or subcontractor that could in anyway affect the quality of the finished product, without written notification and approval from The Carlyle Johnson Machine Company.

Section A

If Section A is called out on the Carlyle Johnson Machine Company, LLC purchase order, the following applies:

252.225-7007 Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies. As prescribed in 225.1103(4), use the following clause: PROHIBITION ON ACQUISITION OF UNITED STATES MUNITIONS LIST ITEMS FROM COMMUNIST CHINESE MILITARY COMPANIES (SEP 2006)

Definitions. As used in this clause—"Communist Chinese military company" means any entity that is—
1. A part of the commercial or defense industrial base of the People's Republic of China; or
2. Owned or controlled by, or affiliated with, an element of the Government or armed forces of the People's Republic of China. "United States Munitions List" means the munitions list of the International Traffic in Arms Regulation in 22 CFR Part 121.
Any supplies or services covered by the United States Munitions List that are delivered under this contract may not be acquired, directly or indirectly, from a Communist Chinese military company.
The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts for items covered by the United States Munitions List.

(End of clause)

252.225-7012 Preference for Certain Domestic Commodities. As prescribed in 225.7002-3(a), use the following clause: PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (DEC 2008)

Definitions. As used in this clause—

"Component" means any item supplied to the Government as part of an end product or of another component.
"End product" means supplies delivered under a line item of this contract.
"Qualifying country" means a country with a memorandum of understanding or international agreement with the United States. The following are qualifying countries:

Australia	Egypt	Netherlands	Northern Ireland	Sweden
Austria	Finland	Israel	Norway	Switzerland
Belgium	France	Italy	Portugal	Turkey
Canada	Germany	Luxembourg	Spain	United Kingdom
Denmark	Greece

"United States" means the 50 States, the District of Columbia, and outlying areas.
"U.S.-flag vessel" means a vessel of the United States or belonging to the United States, including any vessel registered or having national status under the laws of the United States.

252.225-7014 Preference for Domestic Specialty Metals. As prescribed in 225.7002-3(b)(1), use the following clause: PREFERENCE FOR DOMESTIC SPECIALTY METALS (JUN 2005)

Definitions. As used in this clause—
1. "Qualifying country" means any country listed in subsection 225.872-1 of the Defense Federal Acquisition Regulation Supplement.
2. "Specialty metals" means—
  - Steel—
    - With a maximum alloy content exceeding one or more of the following limits: manganese, 1.65 percent; silicon, 0.60 percent; or copper, 0.60 percent; or
    - Containing more than 0.25 percent of any of the following elements: aluminum, chromium, cobalt, columbium, molybdenum, nickel, titanium, tungsten, or vanadium;
  - Metal alloys consisting of nickel, iron-nickel, and cobalt base alloys containing a total of other alloying metals (except iron) in excess of 10 percent;
  - Titanium and titanium alloys; or
  - Zirconium and zirconium base alloys.
Any specialty metals incorporated in articles delivered under this contract shall be melted in the United States or its outlying areas.
This clause does not apply to specialty metals—
1. Melted in a qualifying country or incorporated in an article manufactured in a qualifying country; or
2. Purchased by a subcontractor at any tier.

(End of clause)

ALTERNATE I (APR 2003) As prescribed in 225.7002-3(b)(2), substitute the following paragraph (c) for paragraph (c) of the basic clause, and add the following paragraph (d) to the basic clause:

This clause does not apply to specialty metals melted in a qualifying country incorporated in an article manufactured in a qualifying country.
The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts for items containing specialty metals.

252.225-7016 Restriction on Acquisition of Ball and Roller Bearings. As prescribed in 225.7009-5, use the following clause: RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS (MAR 2006)

Definitions. As used in this clause
1. "Bearing components" means the bearing element, retainer, inner race, or outer race.
2. "Component," other than bearing components, means any item supplied to the Government as part of an end product or of another component.
3. "End product" means supplies delivered under a line item of this contract.
Except as provided in paragraph (c) of this clause, all ball and roller bearings and ball and roller bearing components delivered under this contract, either as end items or components of end items, shall be wholly manufactured in the United States, its outlying areas, or Canada. Unless otherwise specified in this contract, raw materials, such as preformed bar, tube, or rod stock and lubricants, need not be mined or produced in the United States, its outlying areas, or Canada.
The restriction in paragraph (b) of this clause does not apply to ball or roller bearings that are acquired as—
1. Commercial components of a noncommercial end product; or
2. Commercial or noncommercial components of a commercial component of a noncommercial end product.
The restriction in paragraph (b) of this clause may be waived upon request from the Contractor in accordance with subsection 225.7009-4 of the Defense Federal Acquisition Regulation Supplement.
The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts, except those for 3/4
- Commercial items; or
- Items that do not contain ball or roller bearings.

(End of clause)

BUYER IS AN EQUAL OPPORTUNITY EMPLOYER, AND HAS AN AFFIRMATIVE ACTION PROGRAM FOR THE HIRING OF WOMEN, MINORITIES, AND HANDICAPPED PERSONS.