Terms and Conditions

TERMS AND CONDITIONS

AMALGA COMPOSITES, INC. (Seller) shall sell the goods identified on the order confirmation to the customer, and the customer shall purchase such goods from Seller, subject to these terms and conditions ("Terms"), and the rights of the parties shall be governed exclusively by these terms. Any term, condition and/or provision of customer's order which is any way inconsistent with these terms shall not be applicable hereto or binding upon seller. Customer, by accepting any goods covered by these terms, shall conclusively be deemed to accept these terms. Seller's failure to object to terms, conditions and/or provisions in any communication by customer will not be a waiver of any terms contained herein. If the order confirmation is issued in response to a prior purchase order or other writing submitted by customer to seller, and such form contains terms, conditions and/or provisions which are additional to, different from or vary these terms, seller's acceptance shall be expressly conditioned upon customer's assent to these terms.
PAYMENT: Payment in full shall be due 30 days following the first of the month after the date of invoice. Unpaid invoices shall be subject to interest at the rate of 1-1/2% per month from the date of invoice. Separate or partial shipments shall be invoiced upon shipment and due as herein provided.
NO CANCELLATION: All orders, whether based on written quotation or otherwise, shall not be subject to cancellation or modification without the express written consent of the Seller upon such terms as may be agreed.
TAXES: The amount to be paid hereunder shall be born by Buyer and shall be subject to the addition, without further notice, of any Federal, State, or any Government tax imposed by any present or future law upon the sales goods covered hereby.
DELAYS: The Seller shall not be liable for any damages whatsoever caused by any delay in manufacturing or delivering any of the goods by request, order or requisition of the Government of the United States or of any state or territory thereof, or caused by any governmental or war activity, or caused by embargos, fire, strikes, lockouts, disputes without workmen, riots, epidemics, floods, accidents, delays in transportation, mill conditions, shortage of freight cars, fuel or other material, or shortage of labor, accidents to machinery or other equipment, casualties, restraining orders or decrees of any courts, acts of God, or any other causes whatsoever, whether similar or dissimilar to those hereinbefore enumerated, which shall interfere with or hinder the production or transportation of the goods herein described, and the existence of any such cause or causes of delay shall be extended the time the Sellers performance during the continuance and for the period of such cause of delay and during a reasonable time thereafter. In such event, Buyer agrees to accept partial orders, or delivery from Seller on a pro-rata basis with other customers of Seller. Seller may cancel, at its option, the agreement to deliver any goods affected by and not delivered because of any of the enumerated conditions.
PERMISSIBLE VARIATIONS: All quotations are based on Buyer accepting over-run or under-run on each individual item not exceeding 10% of quantities ordered. Where closer control of quantity is required special arrangement must be made and included in the Sales Order, at Seller's discretion. Any design change affecting, without limitation, materials, dimensions, tolerances, components, or engineering time, may, at Seller's discretion, invalidate prices quoted hereunder and result in a price adjustment accordingly.
PRODUCTION RUNS: Where Split Deliveries are required and the quantity specified for any non stock items is less than a Minimum Production Run, the total quantity will be manufactured, at Seller's discretion, in one lot and shipped at one time. When Stock items are involved, split deliveries will be made, as nearly as practical, on the basis of shipping standard container quantities.
CLAIMS: The BUYERS remedies for any breach of this contract shall not include the right to recover any indirect or consequential damages including. without limitation, losses or expenses resulting from general or particular requirements and needs of the Buyer, or loss of profits, or for the injury to persons or property. Under no circumstances shall Seller be responsible to Buyer for any damages beyond replacement of goods contemplated under the Sales Order, or the price of such goods as quoted hereunder where replacement is not, at Seller's discretion, feasible. Any action for breach of this contract must be commenced within one year after the cause of action has accrued, or it shall be forever barred. Seller's duties respecting defective goods shall be limited to the replacement thereof if a proper claim is made by Buyer within thirty days after they are received. A failure to present such a claim within the time fixed shall constitute a waiver of such claim and it shall be barred. If a return of goods is authorized by Seller, Buyer shall pay the return freight charges. Any goods replaced by Seller shall be sent to Buyer, F.O.B. plant of Seller, West Allis, Wisconsin. The remedy provided hereunder shall be exclusive.
CREDIT APPROVAL: All orders are subject to acceptance and approval by Seller's Credit Department. Seller reserves the right to alter the credit terms herein provided.
RECLAIMING GOODS: If Buyer receives the goods while insolvent or fails to pay for the goods in accord with the terms hereof, Seller may reclaim the goods at any time thereafter. Such remedy shall be in addition to any other provided by law.
ERRORS: Clerical and stenographical errors by Seller are subject to correction.
WARRANTIES: There are no warranties which extend beyond the description on the Sales Order Acknowledgement, and in particular there are no warranties respecting title, patent rights, merchantability and fitness for a particular purpose except as expressly provided herein.
DELIVERY; RISK OF LOSS: Notwithstanding anything set forth above, or on the Sales Order Acknowledgement respecting the payment of freight or otherwise, delivery shall be deemed complete when the goods shall have been delivered to the carrier, F.O.B. Plant of Seller, and the risk of loss or damage in transit henceforth shall be on the Buyer. Seller reserves the right to stoppage in transit and to repossess the goods, until payment in full has been made to the Seller. If the quantity of goods received by Buyer shall be less than the quantity shown on the invoice, or if the products received by Buyer shall have been damaged in transit, Buyer shall present written notice of such shortage or damage to the common carrier who acted as Buyer's agent.
GOVERNANCE: This contract shall be governed by and construed according to the laws of the State of Wisconsin, including conflicts laws, and shall be venued in Wisconsin courts.
CUSTOMER TOOLING: Where the tooling is supplied by Customer, the Seller will be reimbursed for all maintenance and repair costs that may be incurred by Seller including polishing or other reworking. If alterations of a customer's tooling are made at his request, Customer will pay for and assume any responsibility connected with such changes, and will assume any additional expense of production directly caused by such changes. All tooling, unless expressly stated on the Sales Order Acknowledgement, shall be considered as having been paid for and owned exclusively by Buyer.
RELIANCE: Seller may rely upon purchase orders of Buyer for purchasing all raw materials, services and components necessary to fill such order and Buyer specifically agrees to indemnify Seller from any and all loss occasioned thereby.
MODIFICATION: This contract constitutes the entire agreement between parties relating to the sale of the goods described on the Sales Order Acknowledgement and supersedes all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. The representations or statements of any kind made by any representative of Seller which are not stated on the Sales Order Acknowledgement, shall not be binding on Seller. No additional to or modification of any provision in this contract shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller. No course or dealing or use of trade or course of performance shall be relevant to explain or supplement any terms expressed in this contract.
OTHER TOOLING: Special Tooling, if any, acquired by the Seller for manufacturing the products to be provided on the Sales Order Acknowledgement shall at all times be and remain the property of the Seller. In the event that this contract calls for payment of all or a portion of the costs of a special tooling, (called a tooling charge) Customers agrees to pay said charge, anything to the contrary notwithstanding, and the Customer shall not thereby obtain any proprietary interest therein and such tooling shall at all times be and remain the sole property of the Seller.
COLLECTION COSTS: Buyer shall pay and indemnify Seller for any and all costs of collection hereunder or for any costs incurred, including reasonable attorney's fees, involving or related to enforcement of this Sales Order by Seller Against Buyer.
PRICES: All prices quoted, including, prototypes, engineering design, tooling, repairs, and parts sold separately, are F.O.B. Seller's Plant in West Allis, Wisconsin, and shall remain in effect for not more than 30 days. All prices thereafter shall be subject to adjustment to Seller's prices in effect at the time of shipment, without further notice.