Terms & Conditions

Quotation Terms & Conditions

Payment Terms

USD$, 1/2 percent if paid within 10 days of invoice date. Standard terms to be 30 days if not stated differently in the quotation exceptions areas. Three percent per month interest for all payments past stated agreed terms. Buyer responsible for bank charges in payment of goods. F.O.B. shipping point.

Applicable Terms

The following terms, and all terms stated within quotation, shall constitute a part of the contract of sale between the parties, anything in buyer’s purchase order to the contrary notwithstanding. Buyer’s acceptance of the goods described herein shall constitute acceptance of these terms.

Prices

Prices shown are current prices and seller reserves the right to increase prices at any time to cover increases in seller’s costs of manufacture, processing or shipment of the described goods. Seller will give at least 5 days’ prior notice of any price increase, and if unacceptable to buyer, buyer may cancel as to any unreleased goods by giving prompt written notice to seller.

Delivery

Delivery shall be F.O.B. seller’s plant, Auburn, IN, and buyer shall pay all shipping and freight costs from such point. All risk of loss to goods shall pass to buyer upon seller’s delivery to carrier. Delivery of goods may be in single or several lots, at seller’s option.

Delays

Any delivery dates shown are best estimates only, unless seller has expressly guaranteed delivery by such dates at the specific request of buyer. In any event, seller shall have no liability to buyer if delivery is delayed by strikes, labor disturbances, raw material shortages, plant calamities or disasters, acts of God, government actions, civil disturbances, the failure of any presupposed condition of the contract, or other interferences beyond seller’s reasonable control.

Inspection

Buyer shall inspect all goods upon receipt and prior to installation or use in further manufacture, and buyer shall give prompt notice of any claimed discrepancy to seller. Any discrepancy not reported to seller within 60 days after buyer’s receipt of goods shall be waived.

Warranties

Seller warrants the goods to conform to specifications and to be free of material flaws or imperfections in workmanship and materials within such tolerances as may be customary in the industry. In the event of any breach of the foregoing warranty, the buyer’s sole remedy shall be to return the discrepant goods for replacement or refund of the purchase price, at seller’s option.

THE FOREGOING EXPRESS WARRANTY AND REMEDY ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES; ANY IMPLIED WARRANTIES AS TO QUALITY, FITNESS FOR PURPOSE, OR MERCHANTABILITY ARE HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED BY SELLER.

Damages

Seller shall not be liable under any circumstances for consequential damages arising in whole or in part from any breach by seller. Buyer’s exclusive remedy for breach of contract, breach of warranty or any other claim is limited to repair or replacement of non-conforming products or, at Seller’s option and upon return of the products, refund of a portion of the purchase price. The statute of limitations for all claims arising under this quotation is one (1) year from the date the claim accrues.

Returns or Cancellation

Buyer shall have no right to return goods for credit, cancel existing orders, or delay acceptance of delivery except with seller’s prior written consent and upon such terms as may indemnify seller against all loss and expense.

Special Manufacture Goods

Any tools and dies required for production of the goods shall be the property of seller. Buyer shall save harmless and defend seller against all loss, damage, or expense arising from any patent infringement claims on goods manufactured in accordance with buyer’s specifications and from any product liability claims based on alleged defects in buyer’s design. Buyer agrees to accept overruns or under runs on the specified quantity in an amount not to exceed 10%.

Security Interest

Seller retains a security interest in all goods delivered as security for the payment of the purchase price. All deliveries shall be subject to credit approval of buyer from time to time.

Compliance with Laws

Each Party agrees to comply with all laws and governmental regulations applicable to the performance of this sale.

Taxes

Any taxes or charges imposed by any present or future law in connection with this sale shall be added to the amount to be paid by buyer.

Trade Usages, Governing Law

All trade usages and customs of seller’s industry shall apply to this sale. The laws of the State of Indiana, without giving effect to its choice of laws and principles, shall govern this transaction.

Modifications

No modifications of the foregoing terms shall be binding upon seller unless agreed upon in writing by Seller.

All shipments are F.O.B., Auburn, IN 46706, unless noted otherwise on the face of this quotation. All shipments may be subject to raw material surcharges.

• In the event of litigation, prevailing parties shall be compensated for attorney fees and expenses incurred during the actionable event.
• CCT reserves the right to reject purchase orders for tooling and check fixtures without accompanying production PO.
• CCT will not be held liable for material defects such as spangling or splotching.
• CCT’s terms and conditions will supersede all customer documentation unless noted in the exclusions section.
• Exclusions: N/A

Terms & Conditions

1. Acceptance of Terms and Conditions

The terms and conditions stated herein, as well as any terms and conditions stated on CCT Enterprises, LLC’s website, shall be applicable to all transactions between CCT Enterprises, LLC (“Seller”) and the customer who has ordered products or services from Seller (“Buyer”). Commencement of performance by Seller or Buyer, whichever is earliest, shall be conclusive evidence of approval of, and consent to, the Terms and Conditions.

2. Rejection of Buyer’s Terms

The Terms and Conditions apply to all quotations, proposals, purchase orders, acknowledgments, and invoices covering the sale of Seller’s products and services to Buyer. Seller’s performance and acceptance of Buyer’s order(s) is expressly conditioned on Buyer’s acceptance of the Terms and Conditions. Any terms or conditions contained in Buyer’s purchase order which are contrary to or inconsistent with the Terms and Conditions are rejected and shall not be binding upon Seller.

3. Proposals and Price Quotations

Seller’s quotes or proposals of pricing are valid for 30 days.

4. Prices

The prices stated in the acknowledgment from Seller are current prices and Seller reserves the right to increase prices at any time to cover increases in Seller’s costs of manufacturing, or processing or shipment of products. Seller shall give at least five (5) days’ prior notice of any price increase.

5. Delivery Quantities, Packaging, Loss and Delay

Buyer acknowledges that stated delivery dates are approximate and Seller reserves the right to adjust shipment schedules. Buyer agrees to accept and pay for quantity over-runs not to exceed ten percent of the quantity ordered. All products will be shipped F.O.B. Seller’s facility in Auburn, Indiana. Seller will not be liable for damages due to any loss, delay or non-delivery caused by delays of suppliers, acts of God, any pandemic or epidemic, fires, riots, labor disputes, unusually severe weather, breakdown of essential machinery, or any other cause beyond the reasonable control of Seller.

5A. Inspection and Acceptance

If products appear not to be in conformance with Buyer’s order, Buyer will, within 10 days after receipt, notify Seller and provide a reasonable opportunity to inspect and make appropriate adjustment or replacement. If Seller has not received such notice within 10 days, Buyer will be deemed to have accepted the products.

6. Payment Terms

Payment will be made in U.S. dollars within thirty days after the date of invoice. Seller will charge and Buyer shall pay late fees in the amount of eighteen percent per annum on all amounts not paid when due.

7. Electronic Transactions

Buyer agrees that it shall not contest any sale resulting from an electronic transaction or communication, and that the records maintained by Seller regarding electronic purchase orders issued by Buyer shall be controlling.

8. Cancellation

Cancellation of all or any part of any order will be accepted by Seller only if Buyer assumes liability and makes payment to Seller for (i) the unit price of all completed products; (ii) a pro-rata portion of the unit price of work in process; (iii) raw materials purchased specifically for the cancelled order; and (iv) engineering, tooling, and other special charges associated with the order.

9. Specially Manufactured Products

Any tools and dies required for production of products shall be the exclusive property of Seller. Buyer shall hold harmless, defend, and indemnify Seller from and against all claims, losses, damages, or expenses, including attorney fees, arising from any patent infringement claims relating to products manufactured in accordance with Buyer’s specifications. Buyer agrees to accept overruns or under runs not to exceed 10%.

10. Compliance with Laws

Each Party agrees to comply with all laws and governmental regulations applicable to their performance.

11. Security Interest

Seller retains a security interest in all products delivered as security for the payment of the price of the products.

12. Tooling and Fixtures

Seller reserves the right to reject purchase orders for tooling and check fixtures without accompanying production purchase order. CCT will not be held liable for defects in materials such as spangling or splotching.

13. Default and Remedies

In the event of Buyer’s default, Seller may seek all legal and equitable remedies including all rights provided by Article 2 of the Uniform Commercial Code. Seller may also recover its attorneys’ fees, costs and expenses incurred in connection with Buyer’s default. In addition, in the event any invoice is not paid when due, Seller may suspend or condition further deliveries or may terminate this contract, and all unpaid balances shall become immediately due and payable.

14. Buyer’s Financial Status

If Buyer becomes insolvent, files a petition in bankruptcy or makes an assignment for the benefit of creditors, Seller may, in its sole discretion, immediately terminate this agreement and seek all available remedies. All sales shall also be subject to credit approval of Buyer from time to time.

15. Warranty

Seller warrants that at the time of shipment the products manufactured by it will be free from material defects in workmanship and materials and will substantially conform to applicable specifications. This warranty shall be effective for a period of one year from the date of delivery.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.

16. Limitation of Liability

SELLER DISCLAIMS, AND BUYER HOLDS SELLER HARMLESS FROM, ANY LIABILITY FOR CONSEQUENTIAL OR OTHER INCIDENTAL DAMAGES. BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS OR LIABILITY ARISING FROM USE OF THE PRODUCT.

17. Notice

Any notice required or allowed under this contract shall be in writing and delivered to the recipient’s address listed on the first page of the purchase order by hand delivery, registered or certified mail, first class or express mail, or overnight courier service.

18. Modification, Waiver and Invalidity

No modification or waiver of any of the Terms and Conditions will be valid unless agreed to in writing by Seller. The unenforceability or invalidity of any provision will not affect the enforceability or validity of any other provision.

20. Taxes

Buyer shall pay all federal, state, or local taxes or charges relating to the sale, delivery, or use of the product, whether existing at the time of execution of this contract or subsequently imposed.

21. Assignment

This contract may not be assigned in whole or part by Buyer without the prior written consent of Seller.

22. Applicable Law and Venue

This contract shall be governed by the laws of the State of Indiana. Exclusive jurisdiction and venue for any cause of action arising between the parties shall be in the state court of Indiana located in Allen County or the Federal courts located in Allen County, Indiana.

23. Attorneys’ Fees

In the event of any litigation regarding this contract, Seller shall be entitled to recover its reasonable costs incurred, including attorneys’ fees.

24. Authority to Sign

Each person signing this contract in a representative capacity warrants that he has the actual authority and power to bind his principal to the provisions of this contract.

25. Execution by Electronic Means

The parties agree that this contract may be transmitted for execution by electronic facsimile, email attachment, or electronic signature. The parties intend that such signatures shall be binding on them.

26. Jury Trial Waiver

BUYER WAIVES TRIAL BY JURY AS TO ANY DISPUTE, CLAIM OR CAUSE OF ACTION ARISING UNDER OR RELATING TO THIS CONTRACT.

27. Miscellaneous

The judicial rule of construction requiring a document to be construed against the interests of the document’s maker shall not apply to this contract. Section headings are included solely for convenience and shall not affect interpretation of this contract.

Purchase Order — Standard Terms & Conditions

1. Acceptance

This purchase order constitutes Buyer’s offer to Seller, and is a binding contract when accepted by Seller either by acknowledgement or commencement of performance. No conditions stated by Seller in accepting this order shall be binding upon Buyer if in conflict with the terms and conditions contained herein unless accepted by Buyer’s written approval.

2. Pricing

Buyer agrees to purchase from Seller the goods specified on the purchase order at the prices specified. Such prices shall constitute the full and complete prices for the goods, inclusive of all costs and expenses. No price increase shall be effective unless agreed to in writing by Buyer.

3. Delivery

Delivery slips will accompany all shipments and identify goods shipped, previously shipped, or back ordered, and will show the purchase order number. Where a delivery date is stated on the purchase order, timely delivery is of the essence. Supplier will notify Buyer immediately in writing of any anticipated delays.

4. Quality

All goods delivered must strictly conform to the warranties and representations made by Seller including any specifications set forth on the purchase order. All goods must also conform to all relevant drawings, designs, descriptions, specifications and samples. Seller must provide required certification and MSDS. Buyer may reject any goods not conforming to the requirements of the purchase order.

5. Quantity

The quantity of goods ordered or released hereunder must be strictly adhered to and may not exceed or be short-shipped. Buyer shall not be liable for and may reject any goods delivered in excess of that ordered or released.

6. Confidentiality

Supplier shall not, and shall ensure that its employees, personnel and subcontractors do not use, copy, disclose or otherwise communicate any information gained by them in the course of their duties related to the purchase order except as is necessary in the proper discharge of those duties.