Specialized Castings Ltd.

TERMS and CONDITIONS:

For the mutual protection of our customers and ourselves(seller), the following conditions are made a part of each and every transaction with our Company for the purchase and sale of products. Customer has read these terms, accepts these terms, and understands that unless modified in writing and signed by seller, these terms shall be the only terms in effect.

1. QUOTATIONS AND ACCEPTANCE OF ORDERS.
a) Seller reserves the right to revoke quotations at any time prior to acceptance. Acceptance of quotation shall be subject to the right of the seller to bill at prices in effect at the time of shipment, as specified on the face of the seller’s quotation forms.
b) Acceptance of quotations by customer’s order shall constitute acceptance of quotations as written, even though the orders may contain different conditions and any conditions in orders which alter the conditions of sale specified in quotations shall not be considered as accepted by or as binding upon seller unless such conditions are agreed to by the seller in writing.
c) All orders whether placed pursuant to quotation or not, are accepted only upon the express condition that customers assent to the terms and conditions of sale specified herein, including the right of the seller to bill at prices in effect at time of shipment. Any terms or conditions in customer’s orders which may differ from, alter or add to the conditions of sale specified herein shall not be considered as accepted by or binding upon seller unless seller specifically agrees to any such terms or conditions in writing.

2.TERMS
a) All products are sold F.O.B. origin carrier, net cash, thirty (30) days from the day of the shipment, unless otherwise agreed to by the seller, in writing; provided, however that upon written notice from seller, terms shall be C.O.D. with certifiable funds.
b) The customer shall also pay to seller the amount of any tax upon or payable or collectable by seller with respect to any sales, deliveries or orders hereunder by virtue of any present or future Municipal, State or Federal law applicable thereto.
c) There will be a finance charge of 1.5% per month on all open accounts over 30 days. Any account over 90 days could halt all shipments.

3. EQUIPMENT
a) Patterns, core boxes, follow boards, core dryers, gauges and similar devices, flasks, and other items if supplied by the customer, are in condition to make castings of quality and quantity required. Patterns, core boxes, core dryers, all loose pieces, ect, shall be properly marked for identification by the customer. Where supplied by the customer, correctness of equipment to blueprints rests with the customer.
b) If seller furnishes equipment to customer’s order, or if changes are made in equipment at seller’s foundry at customer’s request, seller will furnish customer sample castings and it is the customer’s responsibility to notify seller if such sample castings are not dimensionally satisfactory. If customer orders castings made without sample approval, the dimensional accuracy of such castings is customer’s responsibility.
c) All transportation charges on equipment to and from foundry are at the expense of the customers.
d) The seller is not responsible for loss of or damage to customer’s equipment by fire or other casualty regardless of cause. It is understood that seller shall not carry insurance of any kind on customer’s equipment.

4.CANCELLATIONS AND MODIFICATIONS
a) Cancellation of orders is to be made only by mutual consent.
b) In case of change in patterns or core boxes after work is in process, customer will be charged for any castings made, work in process, cost of cores or molds discarded and any other costs of seller due to such changes, plus seller’s profit margin on such change.

5. DELIVERY
a) The best judgement of the seller will be used in routing shipments unless detailed instructions are given. Deliveries are subject to quantity variation of plus or minus ten (10) per cent of the quantity ordered, same to be paid for all the contract price per unit.
b) Neither buyer nor the seller shall be liable in damages for any failure or inability to live up to its contract due to fires, strikes, differences with employees, accidents or acts of God.

6. LIABILITY OF SELLER IN MATTER OF DEFECTIVE PRODUCTS
The seller is liable only to replace, free of charge, F.O.B carrier, products reasonably rejected due to foundry defect, and such products must be reported or returned to seller within ten (10) days after delivery. This right to replacement shall be the buyer’s exclusive remedy against the seller. Seller shall not be liable for machine work, welding, impregnating or other salvage chareges, labor charges, or losses or damages of any kind or description whatsoever, including but not limited to incidental, special or consequential damages caused by defective products, unless otherwise agreed to in advance in writing.

7. PATENTS
a) Seller assumes responsibility for materials it uses and methods it employs in the manufacture of products, and shall indemnity and hold customer harmless, including reasonable attorney’s fees, against any and all claims which may be brought against customer for patent infringement or alleged patent infringement brought as a result of materials used or methods of manufacture employed.
b) Seller is not responsible for any infringement or alleged infringement of any patent or patents covering products furnished, and which products may ultimatly be used in the manufacture or sale of customer’s places of business or factory. The customer, by placing the order for such products, explicitly covenants and agrees to assume full responsibility for any and all suits which may be brought against seller or its agents on account of such infringement or alleged infringement, and agrees to indemnity and hold harmless, including reasonable attorney’s fees, seller or its agents against any and all loss arising there from. Any exception to this must be agreed to in writing by seller.

8. GOVERNING LAW
All rights and liabilities of the parties with respect to all orders shall be governed by the State of Ohio, and jurisdiction shall be solely in the courts of Darke County, Ohio.

9. REMEDIES
On customer’s breach, in addition to all other remedies available to seller, at law or in equity, customer shall pay seller’s reasonable attorney’s fees and cost of collection. Also, on customer’s insolvency, all orders shall be C.O.D. with certified funds. Insolvency shall mean customers has ceased to pay its debts in the ordinary course of business.