TERMS & CONDITIONS OF SALE

CONFIDENTIALITY: All the information in this proposal, including the drawings submitted, are confidential and have been prepared for Purchaser’s use solely in consideration of the purchase of the equipment described. Transmission of all or any part of this information to others, or use by Purchaser for other purposes, is unauthorized without Seller’s written consent.

ORDERS: All orders for Seller’s products or services shall be subject to these Conditions of Sale. No modified or other conditions will be recognized by Seller unless specifically agreed to in writing by an authorized official of Seller. Failure of the Seller to object to provisions contained in any order or other communication from a Purchaser shall not be construed as a waiver of these conditions, nor an acceptance of any such provisions.

PROPOSALS, PRICES AND TAXES: The following provisions apply unless otherwise provided on the face of this form. Prices are subject to CHANGE WITHOUT NOTICE. Verbal quotations expire unless accepted in writing, the same day they are made. Written quotations, unless withdrawn, automatically expire within 30 calendar days from the date issued. Published list prices are subject to change without notice. Prices quoted are for single lot run uninterrupted by Buyer for any cause. Prices quoted are based on a corresponding shipping schedule. Interruption of changes in shipping schedule initiated by Buyer may result in price changes.
All sales are F.O.B. Seller’s plant (or Seller’s supplier plant in the event drop shipment is made there from) unless otherwise specified in the body of the proposal.
All taxes, excises, customs duties, fees and other charges imposed by any governmental authority upon manufacture, sale, transportation, export or import of the goods sold hereunder shall be paid by Buyer, or if required to be paid by Seller, shall be reimbursed to Seller by Buyer, and any increases after acceptance of order will be added to Seller’s prices. Buyer will pay for any and all additional expense incurred by Seller as a result of Buyer’s changing specifications, or requirements after the date of the order is acknowledged by Seller.

TERMS OF PAYMENTS: For Purchaser whose credit is acceptable to Seller, the standard terms of payment are Net Within 30 Days from date of invoice unless otherwise quoted. Payments shall be in U.S. currency.
A one and one-half percent (1.5%) per month service and carrying charge may be charged on all balances over thirty days old.
If Completion of shipment of the equipment or material, or any part thereof, when completed, is delayed on the Purchaser’s account or because of factors beyond Seller’s control, payment shall be come due as if the equipment or material had been shipped and in case of such delay, the equipment or material will be stored by the Seller at the Purchase’s risk and expense. Equipment thus held for the Purchaser shall be at the risk and expense of the Purchaser, and payment shall become due from the date on which Seller is prepared to make shipment and a storage fee may be required.

ERRORS: All clerical errors are subject to correction.

ACCEPTANCE: No order shall be valid unless it is acknowledged in writing by Seller.

CANCELLATION OR SUSPENSION BY SELLER: If in the exclusive judgment of Seller, the financial condition of Buyer at any time does not justify the commencement or continuance of production or shipment on the terms specified herein, Seller, in addition to all other remedies it may have, may make written demand for full or partial payment in advance, may suspend its performance until such payment is made, and, if such payment is not received by Seller within ten days after delivery in person or by mailing of such demand, may terminate its further performance of this contract and may treat the contract as having been repudiated by Buyer. Seller reserves the right to cancel Buyer’s order in the event that (a) any government price regulation, schedule or ceiling prescribes a price lower than Seller’s price as established in the order acknowledgment or in any way prevents Seller from purchasing or otherwise acquiring any commodity or service necessary to the performance of the order, or in any way prevents Seller from adjusting its prices when the cost of any such commodity or service is increased and, (b) in the event any major change in economic conditions renders Seller’s performance unprofitable.

CANCELLATION BY BUYER: No orders can be cancelled by Buyer except with Seller’s permission. If Seller consents to cancellation, then Seller (a) shall as practicable cease work and the placing of all orders for materials in connection with the performance of Buyer’s order, (b) shall so far as possible and as soon as practicable, cancel all then existing orders for materials to be used in connection with Buyer’s order and, (c) if the ordered material cannot be sold to other customers within a reasonable period of time, shall transfer to Buyer title to all completed and partially completed material called for under Buyer’s order, Buyer shall pay to Seller the following (a) the purchase price of all goods completed when Seller shall have ceased work under Buyer’s order. (b) all costs, expenditures and commitments made or incurred by Seller in connection with the incomplete portion of Buyer’s order including expenditures made by Seller in settling or discharging that portion of its outstanding obligations or commitments which it had made with respect to the incomplete portion of Buyer’s order, and (c) profit on the incomplete portion of Buyer’s order to be computed as follows:

Estimate the profit which Seller would have realized on the incomplete portion of Buyer’s order if the order had been completed and labor and material costs prevailing at the date of cancellation had remained in effect.

Estimate the percentage of completion of the incomplete portion of Buyer’s order.

Multiply the anticipated profit determined under (1) by the percentage determined under (2). The results is the amount to be paid to the Seller as a proportionate part of its profit as provided above.

Buyer shall furthermore reimburse Seller for expenditures made and costs incurred after the date of cancellation for the protection of Buyer’s Property and for such expenditures and costs as may be necessary in connection with the settlement of Buyer’s order.

The sum of all amounts payable under this cancellation clause plus the sum of all amounts previously paid under Buyer’s orders shall not exceed the purchase price of all goods ordered by buyer plus all amounts payable to Seller under the provisions of the preceding sentence

SAMPLES: Samples will be submitted by Seller, when requested, for Seller’s standard product. Other than standard samples will be submitted in accordance with Seller’s proposal(s). Production or Engineering interruption costs will be absorbed by the Buyer. Any sample(s) will be invoiced to Buyer, unless returned as authorized.

BUYER’S MATERIAL: If order involves the use of material or parts supplied by Buyer, the sales price will be subject to increase if material or parts furnished will not machine at speeds and feeds estimated by Seller, or are not suitable for the purpose intended. Seller will manufacture such parts as can be obtained from Buyer’s furnished material and shall be responsible only for scrap in excess of normal operating scrap loss. Failure by Buyer to furnish sufficient material to complete the ordered quantity will involve extra set-up and handling charges which shall be paid by Buyer. Delivery schedules are predicated on material being furnished by Buyer in accordance with the terms of this order.

SPECIAL TOOLING: In the event Seller secures or manufactures special tools, dies, or equipment for the particular work, these shall remain the exclusive property of Seller, notwithstanding that part or all of the cost thereof may be included as part of the sales price or priced separately.

RESPONSIBILITY: Seller is not responsible for any drawings, samples, models or gages which are the property of Buyer and which are uncalled for within thirty (30) days after completion of this order.

ESCALATION: The price in this proposal is calculated on the basis of the wage scale and material prices in effect at this date and is subject to increase in accordance with any increases which may take place in such wage scale and material prices, subject to any governmental restrictions which may be imposed.

SPECIFICATION CHANGES: Any changes from original specifications on which an accepted proposal or order is based will not be accepted unless requested in writing and subject to the following condition: if such change increases the cost of any product, including actual component costs and expenses incurred in modifying a partially or completed manufactured item, then such additional expenses shall be added to the original agreed upon price.

LOCAL CONDITION REQUIREMENTS: The seller designs in accordance with generally recognized and accepted good practices. If local conditions, codes or interpretation of these practices require materials or labor other than those covered in Seller’s specifications, additions can be made in the Seller’s price upon written request of Purchaser specifying such local conditions.

DELIVERY AND PERFORMANCE: Delivery dates are approximate. Seller shall not be liable for delay or failure in delivery or manufacture caused by acts of God, fire or other casualties, accident, labor trouble or shortage, governmental action or regulations, inability to obtain or delay in obtaining material, equipment or transportation or any other causes beyond its control. In the event of delay or failure in production, Seller may, but shall not be required to, allocate production and delivery among its customers. Seller will not be prohibited from rendering the services or manufacturing or selling the products which are the subject of this acknowledgement to third parties absent Seller’s express agreement to such prohibition signed by one of its officers

DAMAGE OR LOSS IN SHIPMENT: Seller is not responsible for damage or loss in transit and all such claims must be made by the Purchaser directly to the carrier.
Claims for shortages or incorrect equipment must be made in writing within thirty (30) days after receipt of the shipment by the Purchaser, and failure to give Seller such written notice within that thirty (30) day period shall constitute an unqualified acceptance of the equipment and a waiver by the purchaser of all such claims

LIMITATION OF LIABILITY: SELLER’S RESPONSIBILITY FOR ANY CLAIMS, DAMAGES, LOSSES OR LIABILITIES ARISING OUT OF OR RELATED TO ITS PERFORMANCE OF THIS CONTRACT OR THE GOODS COVERED HEREEUNDER, INCLUDING BUT NOT LIMITED TO, ANY REPAIR OR REPLACEMENT OF GOODS UNDER THE WARRATNY WHICH IS THE SOURCE OR BUYER’S CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTAIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDEING BUT NOT LIMITED TO LOSS OF USE OF PRODUCTIVE FACILITIES OR EQUIPMENT, LOSS OF PROFITS, PROPERTY DAMAGES, PERSONAL INJURIES OR LOST PRODUCTION, WHETHER SUCH CLAIMS OR ACTIONS FOR DAMAGES ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

WARRANTY: Seller warrants that at the time of delivery the goods sold hereunder shall be free from defects in materials and workmanship. In the case of defect, at Seller’s option, the goods will be repaired or replaced or credit in the amount of the sale price will be issued therefore, if the goods are returned prepaid to Seller’s producing factory and Seller’s subsequent examination reveals the goods not to be free from defects in materials and workmanship. The remedies in this section shall be Buyer’s exclusive remedies for breach of this warranty or other claims for defects in goods sold hereunder. The full purpose of this exclusive remedy shall be to provide the Buyer with repair and replacement of defective goods in the manner provided for. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to repair and replace defective goods in the described manner. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to repair and replace defective goods in the described manner. The period of warranty shall be three (3) months from the date of initial use or not more than on (1) year after date of shipment.
SELLER MAKES NO WARRANTIES EITEHR EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OTHER THAN THOSE ABOVE SET FORTH