TERMS AND CONDITIONS OF SALE

The sale is on the following terms and conditions together with all terms and conditions on the face of this document:

1. WARRANTY: Seller Warrants that all goods sold hereunder conform to the specifications of buyer’s order. This warranty is made by seller in lieu of all other warranties, express or implied. All other warranties, including warranties of merchant ability and fitness are excluded from this sale and will not apply to the goods sold. Under no circumstances will seller be liable for any damages or claims with respect to any goods that buyer in any way or degree has processed or changed in dimensions or characteristics from the goods as ordered. Because of conditions over which seller has no control attending buyer’s use of the goods, buyer’s sole and exclusive remedies against seller will be for the repair or replacement of defective goods or for a credit against the purchase price of the defective goods or other amounts owed by buyer to seller. The choice of the particular remedy specified above will be at the sole discretion of seller. Buyer agrees that no other remedy, including but not limited to incidental or consequential damages for lost profits, lost sales, injury to person or property or any other incidental or consequential loss, will be available to buyer.

2. TERMS: Shipment is F. O. B. shipping point, unless otherwise specifically provided by Seller. Payment is due 30 days from the date of invoice. No cash discounts are allowed unless otherwise specifically provided by Seller. All past due accounts shall bear interest at the lesser of 18% per annum or the highest rate allowed by law. All sums are payable at the address shown on the front of the invoice.

3. QUOTATIONS AND PRICES: Stenographical and clerical errors are subject to correction. All quotations are for immediate acceptance unless otherwise stated. Until an order is accepted by Seller, quoted prices are subject to change without notice. Prices are based on quantities of individual items authorized for shipment at one time.

4. CHANGE OF PRICE: Seller reserves the right to increase prices of goods covered by Buyer’s order that are unshipped after 30 days of Seller’s acknowledgement of order.

5. CREDIT: Accounts will be opened only with firms or individuals with credit approved by Seller. Seller reserves the privilege of making deliveries only on a cash or sight draft basis whenever doubt as to Buyer’s responsibility develops for any reason.

6. ORDER ACCEPTANCE: All orders are offers, which may be accepted or rejected by Seller, and shipment of ordered goods constitutes acceptance.

7. CANCELLATION: Orders may be cancelled or deliveries deferred only upon the condition that Buyer assumes immediate liability and makes payment to Seller for all completed work at the unit price, in-process work on the basis of the percentage of completion thereof times the order unit price, raw material, unamortized tooling, engineering, and other cancellation charges incurred on the basis of cost to the Seller plus handling and overhead charges. All cancellation charges will be determined at the time of cancellation or deferment.

8. QUANTITIES: Buyer will accept overruns or underruns on individual items ordered, in accordance with the following schedule:

Under 1,000 pieces…………………Plus or Minus………..10% of quantity ordered
1,000 pieces to 10,000 pieces…….Plus or Minus………….5% of quantity ordered
Over 10,000 pieces…………………Plus or Minus…………3% of quantity ordered

Customer-furnished parts will be governed by the same schedule..

9. DELIVERIES: Seller does not assume responsibility for any damage resulting from any delays beyond its control.

10. RETURNS: No goods may be returned to Seller without prior written consent of Seller. Authorized returns will be subject to a minimum restocking charge equal to 15% of the Seller’s invoice price.

11. CLAIMS: All claims by Buyer against Seller either that goods shipped do not conform to Buyer’s specifications or otherwise must be made in writing to Seller within 10 days after the receipt of the goods by Buyer. Failure to give such notice within such time will constitute a waiver by Buyer of all claims with respect to such goods. Any such notice with respect to an alleged shortage of weight of the shipped goods must include a specification of the weights found in the shipment by Buyer, including tare, and a description of the method used in arriving at a count of the goods.

12. TOLERANCES: Unless otherwise specified, all tolerances and dimensions will be to standards of Seller or its subsidiaries.

13. INSPECTION: Inspection by Seller is made on a sample basis only, in accordance with standard inspection procedures of Seller.

14. DIES, TOOLS, ETC .: Charges for dies, tools or gages do not convey ownership thereof or confer the right to remove them from Seller’s factory.

15. SHIPMENT: In ordering, Buyer will explicitly state the method of shipment preferred. In the absence of such shipping directions, Seller will use its discretion in employing the method of shipment for goods ordered. Insured shipments will be insured at Buyer’s expense unless otherwise specified. Shipments are made at Buyer’s risk and expense. Claims for losses incurred in shipments will be made by Buyer against the carrier. Seller will provide Buyer with reasonable assistance in the preparation and prosecution of such claims but will not be required to institute legal action or employ legal counsel.

16. TELEPHONED OR TELEGRAPHIC INSTRUCTIONS: Seller accepts no responsibility, and Buyer will not hold Seller responsible, for errors or misunderstandings in complying with orders or instructions given to Seller by telephone or telegraph.

17. TAXES: Any sales tax now in force and any tax, impost, levy, duty, or other charge hereafter imposed by any government or other authority upon the production, use or sale of any goods or upon the materials, methods, or machines for producing the same and any increase in cost to Seller in manufacturing, processing or delivering any goods, resulting directly from government supervision, regulation or control, now or hereafter prescribed by law or in force, and affecting Seller’s performance of its obligations, will be added to the purchase price as herein noted or any revisions thereof, and will be paid by Buyer.

18. PATENTS: It is not the intention of Seller to manufacture or sell any goods which, or the use of which, infringes on any patent and Buyer will promptly notify Seller of any claim that the goods on which Seller is quoting or which Seller is offering for sale, or the use thereof, infringes on any patent. If any such infringement exists, Seller reserves the right to withdraw the quotation. If Seller is not given the notice specified herein, Seller will not be obligated in any way to indemnify Buyer for any losses or damages incurred because of such patent infringement.

 19. FAIR LABOR STANDARDS ACT: Seller certifies that the goods were produced in compliance with all applicable requirements of sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of U. S. Department of Labor, issued under section 14 thereof.

20. AGREEMENT: All orders placed by Buyer with Seller are accepted conditional upon Buyer’s assent to these terms and conditions. If Buyer does not accept the goods on these terms and conditions, the goods are to be returned at once to Seller, unopened. No agreement or understanding, oral or written, in any way purporting to modify these terms or conditions, whether contained in Buyer’s purchase order or shipping release forms or elsewhere, will be binding on Seller unless hereafter made in writing and signed by its authorized representative. All proposals, negotiations and representations made prior, and with reference, hereto are merged herein.

21. WAIVER: Waiver by Seller of a breach of any one or more of these provisions will not be construed as a waiver of a breach of any of the other provisions, nor shall a waiver by Seller of any breach of these provisions be construed as a waiver of any future breach.