Quotation 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 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.

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.

• In the event of litigation, prevailing parties shall be compensated for atorney fees and expenses occured 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 supercede all customer documentation unless noted in the exclusions section.
• Exclusions: N/A

TERMS AND CONDITIONS

• l. 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 (“Terms and Conditions”), shall be applicable to all transactions between CCT Enterprises, LLC (“Seller”) and the customer who has ordered products or services from Seller (“Buyer”). The Terms and Conditions, as well as all documents incorporated herein, shall constitute the entire agreement between the Buyer and Seller concerning the subject matter hereof and form a binding contract between Buyer and Seller. Commencement of performance by Seller or Buyer, whichever is earliest, shall be conclusive evidence of the Seller’s and Buyer’s approval of, and consent to, the Terms and Conditions and this contract. Each shipment received by Buyer from Seller shall be deemed to be only upon 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 whether such sale occurs via mail, by telephone or by electronic means. Seller’s performance and acceptance of Buyer’s order(s) is expressly conditioned on Buyer’s acceptance of the Terms and Conditions. Seller shall not be deemed to have waived these Terms and Conditions if it fails to object to any terms and conditions appearing in Buyer’s purchase order or any other documents provided by Buyer. Notwithstanding any provisions contained in Buyer’s purchase order, acknowledgement form, confirmation or other document issued by Buyer that conflict with the Terms and Conditions, the Terms and Conditions shall apply and any terms or conditions contained in Buyer’s purchase order, acknowledgement form, confirmation or other documents 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, and if unacceptable to Buyer, Buyer may cancel its order for any unreleased products by giving written notice to Seller within five (5) days of its receipt of the notice of the 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. Products will be packed and packaged in accordance with customary commercial practice for domestic shipment. Export or other special packaging will be at an additional charge to Buyer. All products will be shipped F.O.B. Seller’s facility in Auburn, Indiana. Title to and risk of product loss or damage will pass to Buyer upon retrieval of the goods by the carrier. Seller will not be liable for damages, costs or expenses (including, without limitation, general, consequential or liquidated damages) due to any loss, delay or non-delivery caused by delays of suppliers, acts of God, any pandemic or epidemic, public enemy, compliance with any applicable foreign or domestic government regulation or order (whether or not it proves to be invalid), fires, riots, labor disputes, unusually severe weather, breakdown of essential machinery, material shortages, inability to obtain labor or materials from usual sources, or any other cause beyond the reasonable control of Seller. In the event of any such delay, the time of Seller’s performance will be extended for as many days as required to eliminate such causes.
• 5. INSPECTION AND ACCEPTANCE. If, upon receipt and inspection of the products by Buyer, such products appear not to be in conformance with Buyer’s order, Buyer will, within 10 days after receipt of such products, notify Seller of such condition and provide Seller a reasonable opportunity to inspect the products and make any appropriate adjustment or replacement. If Seller has not received such notice within 10 days of Buyer’s receipt of the products, Buyer will be deemed to have accepted the products. Buyer’s remedies contained in these Terms and Conditions shall be the exclusive remedy for nonconforming products. Acceptance by Buyer of products when received waives any claim for loss or damage resulting from delay regardless of the cause of the delay. If delivery is made in installments, any claim which Buyer may have with respect to any one installment does not relieve Buyer of the obligation to accept delivery of the remaining installments or permit Buyer to cancel or rescind remaining installments.
• 6. PAYMENT TERMS. Unless otherwise provided in an invoice or other billing document provided by Seller, payment will be made in U.S. dollars at the prices stipulated in Seller’s acknowledgement within thirty days after the date of invoice. Buyer will not delay payment for goods pending inspection. In addition to the stipulated purchase price, Buyer will pay any and all sales, excise, privilege, use or other taxes imposed by any federal, state, local or other taxing authority as a result of the sale, delivery or use of the products. If the price included transportation or other shipping charges, any increase in such charges from the date of quotation or purchase order shall be paid by Buyer. If Buyer requests changes in the products or delays Seller’s progress of the manufacture or shipment of the products, the contract price will be adjusted to reflect any increases in Seller’s costs caused by the changes or delay. Seller will charge and Buyer shall pay late fees in the amount of eighteen percent per annum on all amounts not paid when due. Said late fees shall continue to accrue daily until paid in full.
• 7. ELECTRONIC TRANSACTIONS. Buyer agrees (i) that it shall not contest (a) any sale resulting from an electronic transaction or communication; or (b) the admissibility of copies of any electronic records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form; and (ii) 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, based on the percentage of work completed; (iii) raw materials purchased specifically for the cancelled order, based on the purchase price plus reasonable storage and handling charges less the maximum use, return or scrap value reasonably obtainable by Seller; and (iv) engineering, tooling, and other special charges associated with the order. All of the foregoing cancellation charges will be determined by Seller as of the time Seller receives notice of the cancellation. OR 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.
• 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 form 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 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%.
• 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. For purposes of this contract, Buyer’s default includes the failure to observe or comply with any provision or covenant in the Terms and Conditions or any documents incorporated herein by reference, including without limitation any of Seller’s invoices. In the event of Buyer’s default, Seller may seek all legal and equitable remedies including, without limitation, 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, at its option, may suspend or condition further deliveries or may terminate this contract, without notice or demand, and all unpaid balances shall become immediately due and payable. In the event Buyer fails to take delivery of any portion of the products, including non-delivery as a result of Seller’s termination for Buyer’s default, Buyer agrees to immediately pay to Seller its lost profits on the undelivered quantity of product. All amounts not paid when due shall be payable with all costs of collection, including, without limitation, Seller’s attorneys’ fees. Upon the occurrence of any default, Seller may set off against the indebtedness any amounts owing by Seller to Buyer whether or not those amounts are immediately payable. Seller shall have the right to require Buyer to make available the product, the right to take possession of the product with or without demand and with or without process of law, and the right to sell and dispose of the product. If Seller fails to perform its obligations under this contract, Buyer shall notify Seller in writing that Seller’s performance be remedied. Upon receipt of notice from Buyer, Seller has 30 days to remedy the specified failure in performance. If the Seller does not remedy the specified failure in performance within 30 days of the notice from Buyer, Buyer may, as its sole remedy, terminate this contract with ten days’ written notice to Seller.
• 14. BUYER’S FINANCIAL STATUS. If, before completion of an order by Seller, 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 including, without limitation, recovery of costs and a reasonable profit for terminated work. 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 within such tolerances as are customary in Seller’s industry. This warranty shall be effective for a period of one year from the date of delivery of the products to Buyer. This warranty excludes ordinary wear and tear, abuse, misuse, alteration and corrosion, oxidation, tarnishing or deterioration due to improper or prolonged storage or removal of corrosion inhibitors. Seller’s liability and Buyer’s sole remedy under this warranty are limited, at Seller’s option, to repair, replacement, or refund of the purchase price of the products or components returned to Seller that exhibit to Seller’s reasonable satisfaction to have been defective in material or workmanship at the time of original shipment. Transportation charges for return and reshipment of products will be paid by Seller only if such products are returned in accordance with Seller’s returned goods policy in effect at the time of the return. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF (A) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, AND (B) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE. THE PRICE PAID BY BUYER AND RECEVIED BY SELLER AND ALLOCATED IN THIS CONTRACT TO ANY PRODUCT OR SERVICE ALLEGED TO BE THE CAUSE OF ANY LOSS, DAMAGE OR LIABILITY TO BUYER WILL BE THE LIMIT OF SELLER’S LIABILITY, WHETHER FOUNDED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), ARISING OR RESULTING FROM (A) THIS CONTRACT OR THE PERFORMANCE OR BREACH THEREOF; (B) THE DESIGN, MANUFACTURE, DELIVERY, SALE, REPAIR, OR REPLACEMENT OF ANY PRODUCT SOLD HEREUNDER; OR (C) THE USE OF ANY SUCH PRODUCT OR THE FURNISHING OF ANY SUCH SERVICE.
• 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, WHETHER SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES. Seller shall not be liable for damages, whether arising from performance of Seller’s obligations under this contract, tort (including negligence), or otherwise for loss of anticipated profits, loss by reasons of plant shutdown, non-operation or increased expense of operation, service interruption, claims of customers, cost of money, loss of use of capital or revenue, or for any special, incidental, or consequential loss or damage. Buyer agrees to defend, indemnify and hold harmless Seller from and against any and all liability, losses, damages, costs, claims, lawsuits, judgments, settlements and expenses, including, without limitation, attorneys’ fees and court costs, arising from or related to this contract or Seller’s performance under this contract.
• 17. NOTICE. Any notice, designation, consent, delivery, approval, offer, acceptance, statement, request, or other communication required or allowed under this contract (“notice” or in the verb form “notify”) shall be in writing. Any action required under this contract that is a term within the definition of “notice” also shall be in writing. All notices required in this contract shall be deemed effective if made in writing and delivered to the recipient’s address listed on the first page of the purchase order by any of the following means: (i) hand delivery, (ii) registered or certified mail, postage prepaid, with return receipt requested, (iii) first class or express mail, postage prepaid, or (iv) overnight courier service. Notice made in accordance with this section shall be deemed delivered upon receipt if delivered by hand, on the third business day after mailing if mailed by first class, registered, or certified mail, or on the next business day after mailing or deposit with an overnight courier service if delivered by express mail or overnight courier. Refusal by a party to accept a notice shall not affect the giving of the notice.
• 18. MODIFICATION, WAIVER AND INVALIDITY. No modification or waiver of any of the Terms and Conditions or this contract will be valid unless agreed to in writing by Seller. Waiver by either party of a breach of any of the Terms and Conditions or this contract will not constitute a waiver of any other breach of the same or any other term and the failure to enforce a breach of this contract shall not be construed as a waiver of the right to enforce such breach at a later time or to enforce any other breach. The unenforceability or invalidity of any provision of this contract of any of the Terms and Conditions will not affect the enforceability or validity of any other provision, term, or condition.
• 20. TAXES. Buyer acknowledges that taxes and fees are subject to change from time to time without notice. Buyer shall pay all federal, state, or local taxes or charges relating to the sale, delivery, or use of the product. Buyer shall be responsible for all taxes 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 and the relationship between the parties shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Indiana. The parties stipulate and agree that 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 having subject matter jurisdiction and located in Allen County, Indiana.
• 23. ATTORNEYS’ FEES. In the event of any litigation regarding the construction, enforcement, or validity of this contract, in addition to any other relief, Seller shall be entitled to recover its reasonable costs incurred, including attorneys’ fees.
• 24. AUTHORITY TO SIGN. Each person submitting, receiving, or signing this contract in a representative capacity on behalf of a party warrants and represents to each other party that (i) he has the actual authority and power to bind his principal to the provisions of this contract, and (ii) all entity action necessary for the making of this contract has been duly taken. Buyer represents and warrants that Buyer has complied with all rules, regulations and laws relating to the authority of Buyer to execute and perform the obligations under this contract.
• 25. EXECUTION BY FACSIMILE OR EMAIL. The parties agree that this contract may be transmitted for execution by electronic facsimile transmission or by attaching and transmitting this contract via email message. The parties intend that facsimile or emailed signatures on this contract shall be binding on them. However, if a notice is transmitted by facsimile, the notice shall not be deemed given in accordance with section ___.
• 26. JURY TRIAL. 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 or allowing a document to be construed to the detriment or against the interests of the document’s maker or drafter shall not apply to this contract. The section headings in this contract are included solely for convenience, and shall in no event affect or be used in connection with the interpretation of this contract.

Purchase Order – Standard Terms and Conditions

• 1. ACCEPTANCE: This purchase order constitutes Buyer’s offer to Seller, and is a binding contract on the terms and conditions set forth herein when it is accepted by Seller either by acknowledgement or the commencement of performance hereunder. No conditions stated by Seller in accepting or acknowledging this order shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by Buyer’s written approval. This order expressly limits acceptance to the terms of this order and additional or different terms proposed by the seller are rejected unless assented to in writing by the Buyer.
• 2. PRICING: Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the goods specified on the purchase order, at the prices specified on the purchase order. 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. Buyer shall be entitled to an appropriate reduction in any relevant price with respect to any shortages of goods ordered or any defective goods or goods that are rejected.
• 3. DELIVERY: Delivery slips will accompany all shipments of goods and identify those goods shipped, previously shipped, or back ordered and will show the purchase order number. Where a date required for delivery is stated on the purchase order, timely delivery is of the essence and supplier will be responsible to ensure that such delivery is made, and will notify Buyer immediately in writing of any anticipated delays and the reasons therefore. Supplier will notify Buyer immediately in writing if the goods cannot be delivered in the quantities shown or at the time(s) specified on the purchase order. All goods will be properly classified, described, packaged, marked and labeled by supplier for shipment, and will be in proper condition for shipping by the chosen mode of transportation and in accordance with any applicable provincial or federal laws or regulations.
• 4. QUALITY: All goods delivered must strictly conform to the warranties and representations made by Seller including, without limitation, any specifications set forth on the purchase order or in the supply agreement. All goods must also conform to all relevant drawings, designs, descriptions, specifications and samples. Seller must provide certification and MSDS and/or samples required. Buyer may, at any time, reject any goods not conforming to the requirements of the purchase order. Buyer shall advise Seller of a rejection by either written notice or return of rejected goods, at Seller’s risk and expense, within a reasonable time.
• 5. QUANTITY: The quantity of goods ordered or released hereunder must be strictly adhered to, and may not exceed or be shorted. Buyer shall not be liable for and may reject and may either return to Seller or retain for Seller (in either case at Seller’s risk and expense) any goods delivered in excess of that so 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.