1. AGREEMENT. This document is an offer by Advanced Molding Technologies, LLC (AMT) to sell the products and/or services described herein. AMT objects to any terms or conditions which are in addition to or different from these terms and conditions. By accepting this offer, Buyer agrees to and accepts all of these terms and conditions; any additional or different terms and conditions contained in any document sent by Buyer to AMT, to the extent they are not beneficial to AMT, shall be of no effect. Acceptance hereof shall occur when Buyer (I) in writing or otherwise orders any of the products, or authorizes AMT to perform any of the work, shown on the face hereof, or (ii) receives any products from AMT, whichever occurs first. Except for modifications which are agreed to in writing and beneficial to AMT, this document constitutes the entire Agreement between AMT and Buyer. It shall be governed by and be construed according to its terms and the internal laws of the State of Minnesota. Any provision hereof prohibited or unenforceable under applicable laws shall be ineffective only to such extent and without invalidating the remaining
2. DELIVERY, CLAIMS AND DELAYS. All products are sold F.O.B from shipping point and Buyer shall bear all risk of loss or damage in transit. AMT may deliver products in installments with each installment to be separately invoiced and paid for when due. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept any pay for any other delivery. Any delivery not in dispute shall be paid for regardless of any controversies relating to other products. Claims for shortages or other errors in delivery must be made in writing to AMT within (30) days from date of invoice. Failure to give such notice shall constitute Buyers unqualified acceptance of delivery and waiver of any claims. All products furnished by AMT shall be subject to commercial variations. All quotations are based on buyer accepting over-run or under-run of individual items not exceeding 10% of quantities ordered. Where there is a closer control of quantities required, specific written arrangements between Buyer and AMT must be made. AMT shall not be liable for any damage resulting from, without limitations, an act of God, act of the Buyer, embargo or other government act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, or an inability to obtain necessary labor, materials or manufacturing facilities.
3. QUOTATION AND PRICES. This quotation automatically expires 60 days from date hereof unless previously terminated by Seller’s written notice. Prices are based on manufacturing the complete order at one time, and delivery within a 60 day period unless otherwise specified. Deliveries scheduled more than 60 days from date hereof are subject to the provision of those terms and conditions captioned "Escalation" below.
4. PACKAGING. Packaging will be in accord with AMT’s standard practice (bulk), sufficient to assure safe arrival unless otherwise requested on inquiry or by print specification and accepted by AMT.
5. CANCELLATION. If for any reason cancellation should become necessary, AMT’s charges will be based on the cost of material ordered or on hand and on the amount of other work performed, plus profit.
A28FN Rev 08 AMT QMS Proprietary - Confidential
6. RIGHT TO CHANGES. AMT may only make changes in products or services as the Buyer shall consent to. The Buyer’s consent shall not unreasonably be withheld, especially if the change in products or services in AMT’s judgment constitutes an improvement over that specified herein.
7. ESCALATION. All prices set forth herein are firm for a period of 60 days from the date hereof. As a result of common raw material price increases from AMT’s vendors, the price of products on order, but unshipped may be adjusted to the price in effect at the time of the parts shipment in the event that the shipment is made more than 60 days from the date hereof in those circumstances where is delayed through no fault of AMT
8. PAYMENT TERMS. Invoices are due and payable within 30 days of date of invoice (“due date”). Any amount not paid by due date shall be subject to a finance charge of 1.5% per month until paid. Buyer agrees to pay all of AMT’s reasonable attorney fees, collection fees and cost arising out of any breach by Buyer of this Agreement.
9. BACKCHARGES. All invoices shall be due and payable when submitted for payment in accordance with the provisions of those Terms and Conditions termed “Payment Terms”. No withholding of funds, back charges, or credits against amounts otherwise due AMT will be permitted unless specifically agreed to in writing. Settlement of any amounts due Buyer will be negotiated as separate items and not as offsets against amounts otherwise due AMT from Buyer for products sold hereunder.
10. TOOLING: SECURITY INTEREST. Tooling prices quoted on the face hereof include molded samples for dimensional approval only. Production samples and pilot runs are subject to separate quotation and negotiation. If, without AMT’s prior written consent, Buyer removes from AMT’s possession any tools constructed by AMT for use in the manufacture of any products specified on the face hereof, then Buyer shall pay AMT, prior to removal, an additional tooling fee equal to 40% of the total tooling prices quoted on the face hereof. To secure Buyer’s obligations to AMT, Buyer hereby grants AMT a security interest in all tools, dies and other equipment constructed by AMT for Buyer or furnished to AMT by Buyer (collectively the “equipment”) which is or may hereafter be in AMT’s possession. If Buyer owes AMT any money for any concerns whatsoever, or AMT is performing services or manufacturing products for Buyer and AMT has not been paid in full therefore (whether or not payment is then due or owing), AMT may lawfully retain possession of the equipment and possession shall constitute perfection of this security interest. AMT shall have all the rights and remedies provided by law, including those of a secured creditor under Minnesota Statutes.
11. TAXES AND OTHER CHARGES. Any tax, fee or charge of any nature whatsoever imposed by any governmental authority shall be timely paid by Buyer in addition to the prices quoted or invoiced.
12. SPECIAL FIXTURES. All special inspection jigs and fixtures not explicitly quoted as part of this quote shall be furnished by Buyer.
13. LIMITED WARRANTY. AMT warrants that products actually manufactured by AMT for Buyer shall be built in a workmanlike manner of sound material. Any such product which proves defective in material or
workmanship within 30 days after shipment shall be repaired or replaced at AMT’s option, but AMT’s liability shall not exceed the price paid to AMT by Buyer for the product. This remedy shall be Buyer’s exclusive remedy for breach of AMT’s warranty. Buyer shall give AMT written notice of any alleged defect within 10 days after discovery by Buyer. Upon request, Buyer shall return the allegedly defective item. F.O.B., transportation charges prepaid only after receipt of a Return Material Authorization (RMA) number from AMT. All RMA goods being returned for credit must be requested within 30 days of original material receipt date to Buyer and must be returned to AMT within 15 days of RMA request.
THE FOREGOING WARRANTY AND REMEDY ARE EXCLUSIVE AND IN LIEU OF ALL CONTRACT OR TORT LIABILTY AND ALL OTHER WARRANTIES OR RIGHTS OF REJECTION, EXPRESS OR IMPLIED BY LAW, EQUITY, CONTRACT, CUSTOM, USAGE OR COURSE OF DEALING, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. AMT SHALL NOT BE LIABLE TO CUSTOMER OR ANY PERSON FOR ANY CONSEQUENTAL, INCIDENTAL OR CONTINGENT DAMAGES WHATSOEVER.
14. PATENTS, COPYRIGHTS: APPOVAL. AMT neither warrants nor represents that any products or services furnished hereunder may be patentable or copyrightable. Buyer shall review and approve all plans, drawings, sketches, renderings, diagrams, specification, models and prototypes prepared for Buyer by AMT or furnished by Buyer to AMT (collectively “design work”). Such approval shall constitute Buyer’s warranty and representation to AMT that no design work or product produced by AMT for Buyer infringes upon any patent, copyright or trade secret and Buyer hereby agrees to indemnify and hold AMT harmless from any liability or costs relative thereto, including costs of defense of any claim.
15. GOVERNING LAW. The validity, interpretation, and performance of these Terms and Conditions, as well as any contract which may result between the parties, shall be governed by the laws of the State of Minnesota.
16. INDEMNIFICATION. Buyer shall, at no expense to AMT, indemnify, defend and hold AMT harmless against any and all losses, damages and expenses (including punitive damages, multiple damages, attorney fees and other costs of defending any action) that AMT may incur as a result of any claim made against AMT by any person including, without limitation, Buyer, its successors, assigns and customers, actually or allegedly arising in any way out of any of the products or services furnished hereunder by AMT or out of any products manufactured or sold by Buyer, including without limitation any claim which in whole or in part actually or allegedly arises out of (I) AMT’s negligent or other wrongful act or omission, (ii) danger or defect in any product or service sold by AMT to Buyer or, (iii) infringement by AMT of any patent, copyright or trade secret relating to any design work or to any products made by AMT or Buyer.
17. TECHNICAL INFORMATION. Any sketches, models or samples submitted by AMT shall remain the confidential property of the “part design originator” to the extent of any changes in design or process made by AMT, such changes shall remain the confidential property of AMT. Buyer shall not use or disclose, or permit any other person to use or disclose, any such sketches, models or samples of any design or production techniques revealed thereby of inferable there from, for which they were not the originator.
18. NO WAIVER. No provision hereof and no breach of any provision hereof shall be deemed waived by any previous waiver of such provision or of any breach thereof, by any previous customer, practice or course of dealing or by AMT’s failure to object to provisions contained in any communication or order from Buyer.
A28FN Rev 08 | AMT QMS Proprietary - Confidential