TERMS & CONDITIONS - WARRANTY

PIVOTABLES, INC.

STANDARD TERMS FOR SALES OF PRODUCTS OR SERVICES

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1. Formation of Contract.  The terms and conditions set forth herein (“Terms of Sale”) are the sole terms and conditions for the sale of products and services by Pivotables, Inc. (“Pivotables”) to the customer named in Pivotables’ quotation, such customer’s purchase order, or Pivotables acknowledgment (“Buyer”). Buyer’s acceptance of these terms shall be conclusively presumed by Buyer’s signature on this form, by Buyer’s submission of a purchase order in response to this document, or by Buyer’s acceptance of delivery of, or payment for, the products and services.  Any contract made for the sale of products or services by Pivotables is expressly conditioned on Buyer’s assent to the terms and conditions stated herein.  Any inconsistent or additional terms contained in Buyer’s order or acknowledgment or otherwise proposed by Buyer are objected to and excluded unless expressly agreed to in a written acknowledgment issued by Pivotables.

 

2. Price.  All price quotations are offered for prompt acceptance.  Such quotations are valid for thirty (30) days from the date of quotation or such other time as is stated on Pivotables quotation.  Prices are subject to change without notice as prices are based on the cost of raw materials at the time of delivery.  Typographical and clerical errors in quotations, including errors in mathematical computation, are subject to unilateral correction by Pivotables. Buyer shall be solely responsible for determining the materials and quantities required for a particular project or order. All orders placed pursuant to a quotation are subject to approval by Pivotables and will not be binding upon Pivotables unless and until they are accepted in writing by an authorized representative of Pivotables.

 

a. Exclusions.  The quoted price does not include freight or transportation related charges and does not include applicable taxes such as city, state or federal, sales, use, or excise taxes.  Furthermore, the quoted price does not include any products, services or work not specifically described in a quotation, acknowledgment, or invoice authorized by Pivotables.  All taxes and charges shall be Buyer’s responsibility and may be added to the invoice as a separate and additional charge to Buyer unless an acceptable exemption certificate is presented to Pivotables.  Pivotables shall also have the right to separately bill Buyer, at any time, for any taxes and charges that are attributable to this sale that Pivotables may be required to pay.  Buyer shall reimburse Pivotables on demand for all such amounts.

 

b. Price Increases.  The price quoted by Pivotables shall be subject to any increases in Pivotables cost of labor or materials occurring after the date of the quotation and before shipment.  The price shall also be subject to increases to accommodate shipment in more than one lot, in the event Buyer does not desire shipment at one time of all the products covered by the quotation.

 

3. Payment Terms.  Pivotables, at its sole discretion, shall evaluate Buyer’s financial condition and performance of payment to its suppliers and creditors, including Buyer’s past accounts with Pivotables, to determine acceptable payment terms.  The payment terms specifically stated on Pivotables invoices shall apply.  To the extent Pivotables invoice does not contain specific payment terms, the applicable payment terms shall be payment is due at time of order placement.  Lead time begins once full payment has been received and cleared. Buyer agrees to provide Pivotables with information, including, but not limited to, a completed credit application, requested by Pivotables to enable Pivotables to determine, in Pivotables sole satisfaction, such financial condition and payment performance. 

 

Pivotables reserves the right to require revised payment terms, a letter of credit to secure payment, a security agreement, a guaranty or other such measures as may be determined to be necessary by Pivotables, in its sole discretion.  Invoices not paid within the applicable payment term shall have a service charge added to the amount due of one and one half percent (1 ½ %) per month.  No cash discounts shall be allowed.  Payments must be made at Pivotables offices in Holland, Michigan.  Buyer shall reimburse Pivotables for any and all expenses, including reasonable attorneys’ fees, incurred by Pivotables in the collection of any delinquent account or enforcing its rights with respect to Buyer.  Buyer agrees not to send Pivotables payments marked “paid in full”, “without recourse”, or similar language.  If Buyer sends such a payment, Pivotables may accept it without losing any of Pivotables rights and Buyer will remain obligated to pay any further amount owed to Pivotables. 

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With respect to purchases made by credit card, Buyer warrants that (i) all credit card information supplied is true, correct and complete; (ii) Buyer is authorized to give credit card information and is authorized to use the credit card for the payment of amounts owed by Buyer to Pivotables; (iii) all charges, prices and fees in connection with the transaction will be honored by Buyer’s credit card company; and (iv) Buyer assumes any and all risk with respect to the security of such credit card information. 

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4. Security Interest.  Buyer hereby grants to Pivotables a continuing purchase money security interest in all products furnished or to be furnished by Pivotables to Buyer, together with all parts, attachments, accessories, dies or appurtenances to such products, all substitutions, improvements and replacements of such products, all additions to such products, and all proceeds of such products and any of the foregoing.  

 

5. Perfection of Security Interest.  Buyer hereby authorizes Pivotables to cause all financing statements or other instruments in respect of the security interest granted hereby, including without limitation all Uniform Commercial Code financing statements, to be filed and recorded or re-filed and re-recorded.  Buyer agrees to execute, or otherwise authenticate, and hereby does authenticate, and deliver any statement, instrument or other document requested by Pivotables for such purpose.  Buyer further agrees that it shall execute, or otherwise authenticate, and hereby does authenticate, and deliver to Pivotables upon Pivotables request such further instruments, assurances and other documents as Pivotables deems necessary or advisable for the confirmation of perfection of Pivotables rights hereunder.  Buyer authorizes Pivotables to file any such instrument or other document, including without limitation, any Uniform Commercial Code financing statements, without Buyer’s signature and, if the signature of Buyer is required thereon, Buyer irrevocably appoints Pivotables as Buyer’s attorney-in-fact to execute and file any such statement or other instrument in the name and on behalf of Buyer. 

 

6. Shipping and Risk of Loss; Returns.  Unless otherwise agreed by Pivotables in writing, all quoted prices are F.O.B., Pivotables place of shipment, at which time title shall pass to Buyer.  Regardless of the F.O.B. point, Buyer is solely responsible for all costs of shipping and insurance for the products and all detention and demurrage charges assessed at the destination and shall bear all risk of loss or damage to the products during transit.  Freight may be prepaid by Pivotables at its option and added to the invoice.  Buyer shall promptly inspect all products received from Pivotables and must promptly inform Pivotables of any defects or shortages before using the products. Any claim by Buyer that Pivotables failed to deliver the agreed-upon quantity of products must be submitted to Pivotables in writing upon the receipt and immediate inspection of the products. If Buyer fails to do so, then it shall be conclusively presumed that the quantity provided in the packing list was delivered and any claim to the contrary shall be irrevocably waived. Buyer shall not have any right of rejection or revocation of acceptance of any products. Buyer or its carrier shall be responsible for supervising the loading and unloading of products and for securing all loads for safe transport and shall indemnify and hold Pivotables harmless from any liability for personal injury, death, property damage, or other loss resulting from the loading, transport, delivery or unloading of the products. Subject to Section 14 below, for any returns authorized due to Buyer’s rightful rejection or revocation of acceptance of the products, Pivotables will pay for reasonable handling and transportation charges for the product return and, in addition, will, at Pivotables option, refund or credit the full purchase price upon return of the products.  Other than returns permitted under this Section or Section 8, no returns will be allowed. 

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Shipping dates are estimates only and based on mutually agreed upon ship dates that are required to be confirmed via written documentation.   “Drop in” orders to support just-in-time requirements (via electronic data interchange or otherwise) will be managed on a case-by-case basis where mutually agreed upon ship dates will be developed. The sole obligation of Pivotables with respect to the schedule of delivery or performance will be to use reasonable commercial efforts to meet scheduled shipping, delivery and performance, but time is not of the essence.

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Pivotables shall not be liable for premium freight requirements in the case of “drop in” orders and/or where mutually agreed upon ship dates have not been developed.  Pivotables may ship all the products at one time or in portions from time to time.  Pivotables shall have the right to determine the method of shipment and routing of the products, unless otherwise specified by Buyer.  Buyer shall pay such delivery charges as Pivotables may establish from time to time, which will be included on Pivotables invoice.  Delivery in a manner directed by Buyer shall be at Buyer’s sole cost.  Pivotables shall not be liable for damages caused by delays in shipping or delivery for any reason whatsoever.  

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7. Reasonable Efforts.  Pivotables will use commercially reasonable efforts to supply Buyer with products offered by Pivotables and ordered by Buyer.  If the shipment of any products is delayed by or at the request of Buyer, payment will remain due in full thirty (30) days from the date of Pivotables invoice. In such event, Pivotables may impose, and Buyer shall pay, storage charges and other incidental expenses incurred by Pivotables as a result of the delay, in addition to any interest on late payments as described above and any other remedies to which Pivotables may be entitled. In times of short supply, Pivotables is entitled to allocate products among its customers as it determines in its sole discretion to be appropriate under the circumstances. 

 

8. Limited Warranty and Disclaimer.  

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a. Limitation of Warranties. SUBJECT TO THE CONDITIONS AND LIMITATIONS SET FORTH BELOW,  PIVOTABLES MAKES NO WARRANTIES OF ITS PRODUCTS PURCHASED BY BUYER, EXCEPT AS EXPRESSLY SET FORTH IN THE SPECIFIC LIMITED WARRANTY PROVIDED TO YOU BY PIVOTABLES PERTAINING TO THE SPECIFIC PRODUCT YOU HAVE PURCHASED (A “PRODUCT SPECIFIC LIMITED WARRANTY”). FURTHER, PIVOTABLES DIRECTS AND ASSIGNS BUYER TO ANY THIRD-PARTY WARRANTIES RELATING TO THE SPECIFIC PRODUCTS YOU HAVE PURCHASED, TO THE EXTENT ASSIGNABLE.

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WITHOUT LIMITATION, PIVOTABLES MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE ASSEMBLY OR INSTALLATION OF THE PRODUCTS YOU ARE PURCHASING FROM PIVOTABLES AS COMPONENTS INTO OTHER PRODUCTS AND SHALL NOT BE LIABLE FOR ANY FAILURE, DEFECT, DAMAGE, COST, OR INJURY RESULTING FROM OR CONNECTED WITH THE ASSEMBLY OR INSTALLATION OF THE PRODUCTS YOU PURCHASE FROM PIVOTABLES INTO OTHER PRODUCTS. 

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DISCLAIMER

TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, PIVOTABLES DOES NOT MAKE ANY OTHER EXPRESS WARRANTY, AND EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED,  EXCEPT AS EXPRESSLY SET FORTH IN A PRODUCT SPECIFIC LIMITED WARRANTY, WHICH IS THE SOLE AND EXCLUSIVE REMEDY OF BUYER AGAINST PIVOTABLES.  ANY PRODUCT SPECIFIC LIMITED WARRANTY provided to the BUYER BY PIVOTABLES is non-transferable.

NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THESE TERMS OF SALE, BUYER PURCHASES ALL PRODUCTS “AS IS” AND PIVOTABLES DOES NOT MAKE ANY WARRANTY AND EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PIVOTABLES ALSO DISCLAIMS AND EXCLUDES ALL LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR ANY OTHER SPECIAL DAMAGES OF BUYER (INCLUDING LOST PROFITS, OR ANY DAMAGE TO THE BUILDING, ITS CONTENTS OR ANY PERSONS THEREIN) FOR BREACH OF WARRANTY OR OF CONTRACT, OR OTHERWISE.  NO FIELD REPRESENTATIVE, DISTRIBUTOR, OR DEALER IS AUTHORIZED TO MAKE ANY CHANGE OR MODIFICATION TO THIS WARRANTY. THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSIONS AND/OR LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

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 b. To Obtain a Refund or Replacement. To obtain a refund or replacement, Buyer must complete all steps of filing a warranty claim as set forth under the Product Specific Limited Warranty provided by Pivotables. Pivotables shall then inspect the claimed defect, and if Pivotables determines that a valid warranty claim exists, Pivotables will provide the replacement product or refund in accordance with the terms set forth in the Product Specific Limited Warranty. An item shall only be considered “defective” if it is found by Pivotables to have been defective in materials or workmanship and if the defect materially impairs the value of the products, except that the products shall not be defective to the extent that (i) they conform with drawings of or specifications for or a sample of products that have been approved by Buyer, (ii) they are inspected and not rejected by Buyer, (iii) they conform with products, testing results, dimensional layouts or manufacturing methods disclosed by Pivotables, (iv) they are improperly installed or handled by Buyer or Buyer’s representative, and such improper installation and/or handling causes the claimed defect or damage, (v) they are damaged due to the method or length of storage or in the course of installation, (vi) they are defective due to the defectiveness of any component or part of the product which was supplied by a third party supplier (provided that nothing herein modifies Buyer’s ability to make warranty claims relating to such components or parts against the third party supplier’s warranties), or (vii) the claim arises out of any condition otherwise limited by a Product Specific Limited Warranty provided by Pivotables. The acceptance of any products returned to Pivotables shall not be deemed an admission that the products are defective or in breach of any warranty.

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c. Limitation of Warranty Liability. Pivotables’ maximum liability based on a claim that Pivotables has failed to repair or replace any defective product in accordance with a Product Specific Limited Warranty provided by Pivotables, shall not exceed the lesser of (i) the reasonable costs of repair or replacement of the product purchased from Pivotables by a third party, or (ii) that part of the purchase price of the defective products that Buyer shall have paid.  Without limitation, Buyer shall not obtain repair or replacement by a third party of any product that is subject of a warranty claim without providing Pivotables at least fifteen days prior written notice, during which time Pivotables may repair or replace the defective product(s) in its sole discretion. In no event will Pivotables aggregate liability exceed the amount actually paid by Buyer to Pivotables for the defective product(s).

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d. Continuation of Products. Pivotables reserves the right to discontinue or modify any of its products, without notice, and shall not be liable as a result of such discontinuance or modification. If Pivotables replaces any product in relation to a warranty claim for a product you purchased from Pivotables, Pivotables may substitute products or components designated by Pivotables to be of comparable quality or price range in the event the product you originally purchased has been discontinued or modified. 

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9. Buyer’s Design Responsibility.  This section shall apply to the extent that Pivotables products are produced according to Buyer’s specifications.  Buyer acknowledges that Buyer is not relying on Pivotables in any way for design or engineering with respect to the products or the adequacy of the specifications provided by Buyer. Pivotables has no responsibility for design, engineering or other advice regarding any product specifications provided by Buyer.  Buyer shall defend, indemnify and hold Pivotables harmless against all product liability, product recall, and other claims, liabilities and expenses, including but not limited to actual attorneys’ fees, incurred by Pivotables arising out of any claimed design or engineering defect relating to specifications provided by Buyer to Pivotables. 

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10. Pivotables Proprietary Information; Confidentiality.  All proposals, quotes, notes, brochures, technical information concerning processes, devices, machines and techniques, agreements, know-how, designs, software, drawings, specifications, data sheets, correspondence or any like items (collectively, “Pivotables Proprietary Information”) supplied by Pivotables to Buyer are, and shall remain, the property of Pivotables and may be covered by one or more patents, patent applications or copyrights.  Buyer shall not at any time disclose or make available to any third-party, including, but not limited to, any customer of Buyer any of Pivotables Proprietary Information for any purpose without the express written consent of Pivotables. 

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11. License Regarding Buyer’s Specifications.  Buyer grants to Pivotables an irrevocable nonexclusive license to produce products pursuant to any specifications provided by Buyer.  Buyer represents and warrants to Pivotables that it has the authority to grant this license to Pivotables, and that neither the granting of this license nor Pivotables manufacture and sale of products produced according to Buyer’s specifications will violate any agreement to which Buyer is subject, any patent, copyright, trademark, or other intellectual property right of any party, or any applicable law. 

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12. Indemnification of Pivotables (General).  Buyer shall indemnify, defend, and hold Pivotables, its officers, directors, agents, and employees harmless from all costs, fees, penalties, damages, claims, liabilities, and expenses, including but not limited to actual attorney fees, sustained by Pivotables or its officers, directors, agents, or employees that are caused by any action of Buyer relating to the products or services sold by Pivotables to Buyer. 

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13. Indemnification of Pivotables (Patents).  Buyer shall indemnify, defend, and hold Pivotables, its officers, directors, agents, and employees harmless from all costs, fees, penalties, damages, claims, liabilities, and expenses, including but not limited to actual attorney fees, arising out of any claim of infringement of a patent, copyright, trademark, trade name, or other proprietary right, or claim of unfair trade or of unfair competition in connection with the manufacture, sale, or use of the products sold to Buyer, except to the extent that any claim, liability, or expense arises solely from specifications developed by Pivotables. 

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14. Cure.  If a shipment of products is rejected by Buyer, Pivotables shall have the right to cure in any reasonable manner the error, defect, shortage or other nonconformity giving rise to the rejection. 

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15. Force Majeure.  Any delay or failure of Pivotables to perform its obligations will be excused if and to the extent that it is caused by an event or occurrence beyond Pivotables reasonable control, such as:  acts of God; governmental actions; embargoes; fires; explosions; natural disasters; riots; wars; sabotage; terrorist acts, utility interruptions, failures or delays by Pivotables vendors, or court injunction or order. In such case, the estimated delivery or performance time shall be extended accordingly, and Pivotables shall not be liable to Buyer for any damages caused by the delay.

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16. Cancellation or Change.  Except as otherwise agreed by Pivotables in writing, a sale of products or services under this document is not subject to cancellation or change.  The following terms shall apply to any cancellation approved by Pivotables in writing except as otherwise agreed in writing: a. Any items completed at the time Pivotables receives a written cancellation notice from Buyer will be shipped and invoiced at the contract price. b. Work on the balance of the order will be stopped as promptly as reasonably possible and Pivotables shall be reimbursed for all actual expenditures, commitments, liabilities and costs, determined in accordance with generally accepted accounting practice, made or incurred with respect to those items not completed, plus a profit of fifteen percent (15%) on those expenses, less any net recovery to Pivotables on disposition of returned products to others within a period of forty-five (45) days after the cancellation.  In addition, Pivotables has the right to recover from Buyer all damages for cancellation, including but not limited to incidental, consequential and indirect damages and lost profits.  

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17. Waiver.  No right or remedy of Pivotables shall be deemed to have been waived or renounced, in whole or in part, unless that waiver or renunciation is supported by consideration and is in writing signed by Pivotables. 

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18. Buyer’s Default.  Buyer is in default if any of the following occurs:  a. Buyer breaches, repudiates, or threatens to breach any term in the contract evidenced by this document or in any other agreement between Buyer and Pivotables, including but not limited to a failure to pay all sums when due; b. Insolvency of Buyer or filing a voluntary or involuntary petition in bankruptcy with respect to Buyer; c. Appointment of a receiver or trustee for Buyer; d. Buyer’s credit becomes impaired; or e. Execution of an assignment for the benefit of Buyer’s creditors.

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19. Pivotables Remedies.  In the event of Buyer’s default, Pivotables may exercise any remedies available under applicable law, including but not limited to the following remedies:  a. Pivotables may require payment in advance; b. Pivotables may ship products only via C.O.D.; c. Pivotables may suspend performance or cancel all or any part of the balance of any contract with the Buyer; d. Pivotables may reduce any unpaid debt of Buyer by enforcing its security interest, created hereby, in all products (and proceeds therefrom) furnished by Pivotables to Buyer; e. Pivotables may take any other steps necessary or desirable to secure Pivotables fully with respect to Buyer’s payment for products and services furnished or to be furnished by Pivotables to Buyer; and f. Buyer shall reimburse Pivotables for all damages suffered due to Buyer’s breach, including but not limited to incidental, consequential, and other damages, as well as lost profits, reasonable attorney fees, and court costs.

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The remedies set forth herein shall be cumulative and in addition to any other remedies allowed to Pivotables under applicable law.  No waiver by Pivotables of any breach or remedy shall be a waiver of any other breach or remedy.

 

20. Insecurity and Adequate Assurance. If Pivotables ever believes in good faith that it has grounds for insecurity as to Buyer’s performance under any contract between Buyer and Pivotables to purchase products, then Buyer shall provide adequate assurance of due performance within ten (10) days after Pivotables demands the assurance, which shall be considered to be a reasonable time. Buyer’s failure to do so shall be considered to be a repudiation by Buyer of all then-existing contracts that provide for Buyer to purchase products and/or services from Pivotables (“Outstanding Contracts”). “Grounds for insecurity” include, without limitation: (a) Buyer’s failure to make a payment to Pivotables or to perform another obligation under any one or more Outstanding Contracts, (b) Buyer’s insolvency, or (c) a deterioration in Buyer’s financial condition after an Outstanding Contract was entered into. “Adequate assurance of due performance” includes, without limitation, providing a letter of credit or comparable security for all obligations of Buyer that then exist or that will arise in the future under all Outstanding Contracts.

 

21. Safety Features. Buyer shall install and operate the products properly and according to Pivotables instructions, if any, and shall not remove or change any safety device, warning or instruction that Pivotables placed on or included with the products.

 

22. Spare Products.  Pivotables has no obligation to maintain any inventory of spare or replacement products with respect to any products or services provided to Buyer. 

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23. Insurance.  Pivotables shall have no obligation to maintain insurance in excess of Pivotables usual business needs as determined by Pivotables in its sole discretion.  Buyer shall insure all products during shipment and afterward. 

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24. Compliance With Laws.  Unless otherwise expressly agreed in writing by Pivotables, Pivotables shall not be liable to Buyer for, and Buyer agrees to indemnify, defend and hold Pivotables harmless from, any and all liability arising or alleged to arise out of any failure of the products sold by Pivotables to conform to any federal, state or local law, order, regulation or standard. 

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25. Independent Contractor.  Pivotables shall at all times be deemed to be an independent contractor.  Nothing in these Terms of Sale shall be deemed to make Pivotables or its employees or agents an employee, partner or joint venturer of Buyer. 

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26. Time For Bringing Action.  Any action by Buyer against Pivotables for breach of Pivotables obligations hereunder or for any other claim arising out of or relating to the products or their design, manufacture, sale or delivery must be brought within one (1) year after the cause of action accrues, unless limited by these terms. 

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27. General.  a. Compliance with Laws.  Buyer warrants that it is and will remain in compliance with all federal, state and local laws, regulations and ordinances relating to Buyer’s ability to perform its obligations under this these Terms of Sale. b. Setoff.  Pivotables has the right to deductions or setoffs of any sums due to Pivotables from Buyer (whether or not arising from these Terms of Sale) against any sums due to Buyer from Pivotables (whether or not arising from these Terms of Sale). c. Assignment.  Buyer shall not assign its rights or delegate its duties under these Terms of Sale without Pivotables prior written consent.  Pivotables may assign to any third party its rights and obligations with respect to Buyer. d. Entire Agreement and Amendment.  This document contains all of the terms of the agreement between Pivotables and Buyer with regard to its subject matter and supersedes all prior oral or written representations, agreements, and other communications between Pivotables and Buyer.  These Terms of Sale may be amended only by a writing signed by Buyer and an officer of Pivotables. e. Severability.  All terms shall be enforced only to the maximum extent permitted by law.  If any term is invalid or unenforceable, all other terms shall remain in effect. f. State Law.  The sale of products and services in accordance with this document shall be governed in all respects by the laws of the State of Michigan. g. Jurisdiction and Venue.  Pivotables and Buyer agree that any action arising out of the sale of products or services in accordance with this document will be brought, heard and decided in Allegan County, Michigan.  Buyer submits to personal jurisdiction in Michigan.