Terms and Conditions:

Acceptance of this order is limited to such terms and conditions, and any purchase order based on this quotation shall be deemed to constitute buyer’s acceptance there of.

Payment Terms:

USD$, 1/2 percent if paid within 10 days of invoice date, STD Terms to be 45 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.

Terms and Conditions:

• 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. Seller agrees to pay freight costs in connection with the return of any discrepant goods, but any costs relating to removal of the discrepant goods or installation of replacement goods shall be buyer’s responsibility. 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, AND ALL SUCH CONSEQUENTIAL DAMAGES ARE HEREBY EXCLUDED 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. If Buyer’s exclusive remedy fails of its essential purpose for any reason, Buyer’s sole alternative remedy will be the right, within the one-year limitations period, to recover damages up to but not exceeding the purchase price of the product(s) involved.
• 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 and shall constitute a part of the agreement between seller and buyer. Except as modified herein, 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.