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Terms & Conditions of Sale

  1. This quotation is for informational purposes only and is subject to change or withdrawal without notice. Your order will constitute an offer in accordance with the terms hereof and such offer, upon endorsement of our acceptance at N.Dighton, Massachusetts, will constitute the agreement between us. Your order after such acceptance by us will not be subject to cancellation, charge or reduction in amount, or suspension by you of deliveries, unless prior to such action you have obtained our written consent.

  2. Any of the terms and provisions of Buyer’s order which are inconsistent with these Conditions of Sale shall not be binding on the Seller and shall not be considered applicable to any sale made pursuant to this quotation. No waiver, alteration or modification of any of the provisions on either side of this Quotation shall be binding unless in writing and signed by an executive officer of the Seller.

  3. Unless otherwise stated herein, all prices are F.O.B. Seller’s plant. Method of delivery and routing shall not be at Seller’s discretion unless specifically designated by Buyer. Notwithstanding any agreement to pay freight, delivery of goods purchased hereunder to a common carrier or licensed trucker shall constitute delivery to Buyer, and all risk of loss or damage in transit shall be borne by Buyer.

  4. It is understood that deliveries will be made in accordance with Seller's regular production schedule. Every effort will be made to meet Buyer's required delivery dates but Seller will not be liable for damages or be deemed to be in default by reason of any failure to deliver or delay in delivery due to any preference, priority, allocation or allotment order issued by the Government whether Federal, State or local, or causes beyond its control including, but not limited to Act of God or a public enemy, acts or Government, fires, floods, epidemics, quarantine restrictions, strikes, lockouts, freight embargoes, unusually severe weather, unavailability of materials or shipping space, delays of carriers of suppliers, or delays of any subcontractors.

  5. Delivery of ten (10%) percent more or less than quality specified herein shall constitute fulfillment of this agreement. Buyer hereby agrees to accept and pay on a pro-rate basis, for any excess not exceeding ten (10%) percent.

  6. Seller reserves the right to increase the prices stated herein to the extent that Seller may deem warranted as a result of increases in the cost of labor, materials, freight rates or overhead, or because of taxes or other charges imposed by the governmental authorities upon the production of sale of such products or upon energy or materials used in the manufacture thereof. Seller agrees that in no event shall increased prices charged to Buyer be more than those charged to other customers like class purchasing the same articles in similar quantities. Discount provisions otherwise applicable shall continue in force even though the prices may be changed. Price increase shall take effect after written notice to Buyer and shall apply to all goods subsequently shipped while such increased prices remain applicable.

  7. Unless otherwise stated in writing, Seller's prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or similar tax applicable to the manufacture, sale, purchase or use of the products hereunder shall be paid by Buyer or in lieu thereof Buyer shall provide Seller with exemption certificate acceptable to the taxing authorities.

  8. On goods fabricated, manufactured or produced to individual customer requirements, drawings, specifications or design, Seller reserve the right to fabricate, manufacture or produce the entire quantity ordered in one production run, although shipments will be made in accordance with the Buyer's requested schedule. In the event of cancellation of such non-standard goods, any raw material, components, sub-assemblies or finished assemblies on quantities equivalent to the full production run for the entire quantity ordered plus normal over run shall be considered as part of applicable cancellation charges.

  9. In the event that Seller consents in writing to cancellation, Buyer shall pay Seller, at Seller's option, the following as liquidated damages:

    1. Invoice price or all goods which have been identified to the contract, whether such goods have been delivered to Buyer or not.

    2. Actual costs incurred by Seller for goods not completed which are allocable to the balance of the contract, including the cost if discharging Seller's liabilities which are so applicable, and the costs of material on hand which were acquired or produced in connection with partially finished work and materials.

    3. A reasonable allowance for profit in connection with goods called for under the contract, but with respect to which production has yet begun at the time of cancellation.

    4. Reasonable costs incurred by Seller, including accounts' attorneys' fees, if any, in making any termination settlement hereunder.

  10. Seller reserves the right to make delivery in installments, unless otherwise expressly stated herein. All such installments shall be made separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of an installment shall not relieve Buyer of its obligations to accept remaining deliveries.

  11. Seller reserves the right , at any time, to revoke any credit extended to Buyer because of Buyer's failure to pay for any goods when due or for any other reason deemed good and sufficient by Seller and in such event, all subsequent shipments shall be paid for prior to or at delivery at Seller's option.

  12. Seller warrants to goods sold will confirm with all pertinent specifications including performance specifications, drawings, and approved sample, if furnished. Seller also warrants said goods to be free of defective material and workmanship. This warranty is in lieu of all other warranties, expressed or implied. SELLER MAKES NO WARRANTY THAT SAID GOODS ARE FIT FOR ANY PARTICULAR PURPOSE, NOR ANY WARRANTY AS TO THE MERCHANTABILITY OR QUALITY OF GOODS SOLD EXCEPT AS HEREIN STATED. All claims for alleged defects under this warranty shall be deemed waived unless made in writing and delivered to seller within thirty (30) days after date of shipment, and on any such claims the Seller has the option of inspecting the goods claimed defective at the Buyer's place of business or having them re-shipped to the Seller for inspection. This warranty shall not apply where goods have been subject to misuse, neglect, accident, improper application or have been repaired or substantially altered by others. Transportation charges covering returned goods will be borne by Seller if found to be defective and covered by the warranty. No returns will be accepted unless authorized by the Seller.

  13. SELLER'S LIABILITY SHALL BE LIMITED TO SELLER'S STATED PRICE PER UNIT OF ANY DEFECTIVE GOODS, AND SHALL, IN NO EVENT, INCLUDE BUYER’S MANUFACTURING COSTS, LOST PROFITS, GOODWILL. OR ANY OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.

  14. Unless agreed specifically in writing (and not by a printed provision in any business form), all special tools, dies, molds, jigs, fixtures or equipment be furnished by Buyer or contractually be Buyer's property, they shall be Seller's property. Should any special tools, dies, jigs, fixtures or equipment be furnished by Buyer or contractually be Buyer's property, they shall be held at Buyer's sole risk and Seller shall have a lien thereon while in Seller's possession to secure all indebtedness whatsoever due from Buyer to Seller, enforceable by sale or court action, whether or not the costs thereof have in any way been paid by Buyer.

  15. Buyer shall indemnify, defend and hold Seller harmless from and against all claims, suits, judgments, costs, losses, expenses, (including attorneys' fees) and liabilities from infringement (actual or claimed) of patents, copyrights or trademarks arising from compliance with Buyer's design, specifications or instructions and the fulfillment of Buyer's orders.

  16. Seller is not responsible for damage to or loss or destruction of drawings, art work, samples or other items provided by Buyer or prepared by Seller at Buyer's expense not called within thirty (30) days after the completion of the order for which they are used.

  17. The remedies herein reserved by Seller shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any portion of this contract shall constitute a waive of continuing or future breach of such provisions or of any other provision herein.

  18. This contract constitutes the entire agreement of the parties, and shall not be assignable by Buyer voluntarily, by operation of law or otherwise without Seller's consent.

  19. This contract between parties shall be governed and shall be construed according to the laws of the State of Massachusetts.

  20. Anything herein to the contrary notwithstanding, any action for alleged breach by Seller of the contract between the parties, including but not limited to an action for breach of the warranties herein set forth, shall be barred unless commenced by Buyer within one (1) year from the date such case of action accrued.