“TERMS AND CONDITIONS”

1. TERMS: Net 30 Days F.O.B. Seller’s Factory, Bellville, Ohio. Interest at the rate of 18% per annum shall be charged on all past-due accounts from and after the date on which payment was due.

2. TAXES: All quotations and accepted orders are subject to price increase (s): for any tax, excise, duty or levy hereafter imposes by any governmental authority, or for any expenses or charges due to war, hostility or other disorder, domestic or foreign, whereby the cost of production or sale of articles to which such prices apply is increased; and resulting from increases in the cost of manufacturing, processing or wages caused by any federal, state or municipal law or regulatory measure hereafter adopted, or increased costs of labor, services or materials. All orders will be billed at the price in effect at the time of shipment. Prices quoted do not include any applicable manufacturer’s excise taxes. Such taxes, if applicable, shall be added to the price quoted.

3. SHIPMENT: In the absence of shipping instructions, Seller will use its discretion and choice of carrier. Seller assumes no responsibility for insuring shipments unless specifically requested by Buyer, and if so requested, Seller will insure shipments only at Buyers’ expense and valuation. Seller assumes no responsibility for damage in transit.

4. WARRANTY: SELLER WARRANTS ONLY THAT THE MERCHANDISE TO BE SUPPLIED WILL CONFORM TO THE MUTUALLY AGREED UPON SPECIFICATIONS THEREFOR, AND THAT TITLE THERETO WILL BE GOOD AND MARKETABLE AND FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTY AS TO FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. The remedy for breach of warranty herein shall be limited to the purchase price, repair or full replacement at Seller’s option. Seller will not accept any claims for adjustment under this warranty or otherwise or any requests for return of material or issuance of credit on any material not made within 30 days of shipment. Returned shipments will not be accepted by Seller unless previously authorized by Seller in writing. Seller assumes no responsibility for any charges incurred by Buyer for returns made after delivery is accepted by buyer. In no event shall Seller’s liability exceed the invoice price for the faulty merchandise, and SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.

5. PATENTS: With respect to merchandise manufactured in whole or in part to Buyer’s designs and/or specifications, Buyer will defend, protect, and save harmless Seller, against all actions or suits at law or in equity and from all damages, claims, demands or actions for alleged infringements of United States or foreign patents, and for actual or alleged failure of such merchandise to conform to any and all applicable product safety standards acts.

6. ACCEPTANCE: All quotations unless otherwise stated are for immediate acceptance. All quotations are made and all orders are accepted subject to the approval of our credit department. Steno graphical and clerical errors are subject to correction.

7. EQUIPMENT: All Equipment, including but not limited to molds, dies, tools, jigs, fixtures, patterns, and gages, supplied by Seller shall be Seller’s property. Ownership, including the right of removal of such equipment, may be obtained by the buyer upon its reimbursement to Seller for the costs of the equipment, may be obtained by the Buyer upon its reimbursement to Seller for the costs of the equipment and the design, development, maintenance, storage thereof and experimental work thereafter.

8. EQUIPMENT OF BUYER: Equipment paid for or furnished by the Buyer will be limited in use to Buyer‘s requirements excepting by permission. Seller agrees to keep all such equipment paid for or furnished by the Buyer in a reasonable state of good preservation as long as it remains in Seller’s control, but Seller accepts no responsibility for the operation of this equipment after removal from Seller’s plant. In no event shall Seller be responsible for loss or damage to molds, dies, gages, jigs, fixtures or patterns caused by fire or other casualty. Buyer shall reimburse Seller for the costs of adaptation, modification or excessive maintenance of any such equipment. Any equipment paid for or furnished by Buyer which is inactive for a period of 3 years may at the option of Seller by scrapped upon notification to Buyer, unless Seller is otherwise instructed within 30 days from the date of such notice. Seller may retain all amounts received from scrapping any such equipment as payment for storage and maintenance costs. It is understood and agreed that Seller shall have a lien on all equipment, whether purchased from Seller or shipped to Seller by Buyer for any amounts owing by Buyer.

9. CONDITIONS: THE FOREGOING TERMS AND CONDITIONS SHALL CONSTITUTE THE FINAL AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES AND SHALL PREVAIL NOTWITHSTANDING CONTRARY PROVISIONS IN BUYER’S PURCHASE ORDER OR OTHER DOCUMENTATION, UNLESS EXPRESSLY WAIVED IN WRITING BY SELLER. ANY ORDER PLACED IN RESPONSE TO ANY OR ALL OF THE QUOTATIONS HEREIN CONTAINED SHALL BE DEEMED TO BE AN ACCEPTANCE BY BUYER OF THE FOREGOING TERMS AND CONDITIONS AS THE SOLE AND COMPLETE AGREEMENT BETWEEN THE PARTIES. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN BUYER’S ORDER OR OTHER DOCUMENTS ARE HEREBY REFUSED AND REJECTED (WITHOUT ANY REQUIREMENT OF FURTHER NOTICE OF SUCH REFUSAL AND REJECTION) AND SHALL NOT BIND SELLER. If Seller fulfills any requirement that an acceptance copy of Buyer’s purchase order be signed and returned or other quotation document supplied by Buyer is as a courtesy to and for the convenience of Buyer completed and returned along with this document, such action shall not subject Seller to any additional or different terms or conditions other than those contained herein. Seller expressly disclaims any prior course of dealing, trade custom or other transaction between any party as an altercation or addition to the terms and conditions contained herein.

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