Standard Locknut, LLC Terms and Conditions Price may change at the time of order due to volatile raw material market conditions Exceptions to print will be stated in description/part notes column Terms: F.O.B Shipping point/Net 30 days 1) Unless Buyer shall notify seller in a conspicuous written document to the contrary by certified email, return receipt requested within 3 days after receipt of this document and Seller consents thereto in writing, acceptance of all of the terms and conditions hereof, and no others, by Buyer shall be established. In the absence of such notification and consent, the sale and shipment by Seller of the goods covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof. Acceptance of this offer is expressly limited to the terms and conditions hereof. 2) Unless otherwise stated, all quotations are for immediate acceptance and, prior thereto, are subject to change without notice. Acceptance of the offer contained herein shall be effective upon Sellers Receipt of Buyer’s written or oral acceptance or upon Sellers shipment of goods to Buyer pursuant to the terms and conditions hereof. Typographical or clerical errors are subject to correction by Seller. Prices indicated are current, subject to increase to the prevailing prices at the time of shipment if delivery schedule exceeds 90 days from the date hereof or if raw material delivered price is different from market price at order date. 3) All shipments hereunder shall at all times be subject to the approval of Seller’s credit department. 4) Special orders may be cancelled or deliveries deferred by Buyer only with written consent of Seller and upon the condition that Buyer promptly pays Seller the following amounts: for all work completed at the unit sales price; for work in process on the basis of the percentage of completion thereof times the unit sales price; for raw material, unamortized tooling, engineering and other cancellation charges incurred on the basis of the cost to Seller plus handling and overhead charges. All cancellation of deferment charges shall be determined by Seller at the time of cancellation or deferment. 5) All quotations are based on Buyer accepting over-run or under-run on each individual item not exceeding 10% of quantities ordered unless otherwise agreed upon by Buyer and Seller 6) Seller shall not be liable to any person for any loss or damage whatsoever due to Seller’s default or delay in production or delivery of all or any portion of any order resulting directly or indirectly from: accident to, or breakdowns of, Seller’s plant, machinery or equipment; labor disputes; embargoes; fire or other causality; riots; civil disturbances; national emergency; delays of suppliers or carriers; governmental restrictions, prohibitions, or allocations; or, any other cause beyond the control of Seller. Unless otherwise agreed to in a writing signed by Seller, orders are accepted for delivery as fast as manufactured by complete ship packed in bulk. If either party has the right to make or demand delivery lots, the price may be demanded for each lot. 7) If Buyer claims delivery of material not as ordered, he must notify Seller with 15 Days after receipt of shipment (unless a breach of warranty is asserted, in which case paragraph 15 shall apply). If such claim is sustained, Seller shall repair, replace, credit or complete order subject to paragraph 5 above. Charges for repair or inspection of parts by Buyer without prior authorization by Seller will not be honored. Seller shall have the option of inspecting the goods on Buyer’s premises or of taking back the goods and deciding whether to repair or replace goods or credit Buyer, if the claim is valid. Claims for shortage of goods must be presented within 15 days after receipt of shipment and must state the packing slip number, weight including tare and the method used in arriving at a count of the parts. Any claim for error in weight or shortage not presented in accordance with this provision will conclusively be deemed waived. Seller will not allow any claims on those goods further processed or modified by Buyer resulting in change of dimensions or characteristics from parts as ordered. 8) All dimensions must be limited by a specific tolerance. When not specified it is understood that commercial tolerances apply. 9) When dimensions can be accurately measured through standard gaging methods (as determined by Sellers quality planning procedures) and special gaging is required, such gages may be furnished by the Buyer or will be supplied by the Seller at an extra charge. In the case of threads, the inspection gages shall conform to the limits specified by the latest national bureau of standards handbook H28, as supplemented by “Screw Thread Standards for Federal Services For Inspection Gages”. 10) Final inspection of the goods by Seller is based on a “C equals zero” Sampling plan. If 100% inspection is required it shall be at Buyers expense. Acceptable quality levels including the designation of sampling plans other than those specified in the Sellers quality Assurance manual shall be established by the Buyer in Writing prior to Quotation by Seller 11) Tools, dies, jigs, fixtures, gages and their engineering and design are integral parts of Sellers manufacturing processes. Therefore, separate quotation to or payment by Buyer for these items supplied by Seller conveys neither ownership nor the right of removal from Sellers factory. 12) In ordering, Buyer should state, explicitly the method of shipment preferred. In the absence of shipping directions, Seller will use discretion forwarding by Air, rail, truck or parcel post when packages are small. Shipment will be insured at Buyers expense, unless otherwise specified by Buyer. All goods are sold FOB shipping point. Buyer assumes freight cost and risk of any loss or damage to goods once the goods have been delivered to carrier or have left sellers premises whichever first occurs. 13) It is not the intention of Seller to manufacture any product which is an infringement of patent. Buyer will defend Seller from all expense and damages and shall reimburse Seller for all its costs, including reasonable attorney’s fees, resulting from claims of infringement against Seller whether or not the goods are part of a unit of a complete entity. 14) Taxes imposed by a present or future law of federal, state, county or municipal authority on the manufacture, sell or use of the goods purchased hereunder and required to be paid by Seller shall be added to the amount to be paid by Buyer. Buyer shall furnish evidence of exemption if applicable. Custom duties or taxes are not included in prices. Buyer shall reimburse Seller for nay such duties or taxes which Seller may pay or subsequently be assessed. 15) Seller warrants the Buyer that parts manufactured by Seller will be as specified and will be free from defects in material and workmanship for 6 months from the date of shipment. Seller’s liability under this warranty shall be limited to the repair or replacement of the repayment of the purchase price or the granting of a reasonable allowance (as Seller may elect) of any part which upon return to Seller is found to be defective at the time of shipment, provided Buyer notifies Seller of any such defect within 10 days after its discovery, but in no event later than 7 months from the date of shipment of such part by Seller. Parts may not be returned by the Buyer until a Return Goods Authorization (RGA) form has been issued by the Seller. Products returned without a MRA will not be accepted. Repair or replacement shall be made by Seller F.O.B. point of shipment. 16) THE WARRANTY IN PARAGRAPH 15 IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MURCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING WARRANTY STATES SELLER’S ENTIRE AND EXCLUSIVE LIABILITY AND BUYERS EXCLUSIVE AND SOLE REMEDY. SELLER WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR CONTINGENT COMMERICAL DAMAGE OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN ITS GOODS OR FROM THE USE THEREOF, NOR IS ANY OTHER PERSON AUTHORIZED TO ASSUME FOR SELLER ANY SUCH LIABILITY. 17) Products manufactured by others but furnished by the Seller are limited to the original manufacturer’s warranty and Seller shall not be liable under any circumstances for defects in such products 18) Because goods furnished hereunder are to Buyer’s specifications and are used or combined by Buyer with other equipment or components not furnished by Seller, Buyer shall indemnify Seller for all expenses, including reasonable attorneys’ fees, resulting from claims concerning the use or incorporation of said goods in the buyers’ product. 19) Total liability of Seller with respect to any order, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise, shall not exceed the purchase price of the part upon which such liability is based. Seller shall in no event be liable to Buyer, any successors in interest or any beneficiary of any order for any consequential, incidental, indirect, special or punitive damages arising out of such order or any breach thereof, whether or not such loss or damage is based on contract, warranty, negligence, indemnity, strict liability or otherwise. 20) The goods referred to on this document were not specifically intended for nuclear application. In the event that these goods are used in any nuclear application, then the Buyer shall indemnity and hold Seller harmless from liability occurring on or off site, at any time, including loss of use, whether in contract or tort, including negligence attributable, in whole or in part to Seller resulting directly or indirectly from a nuclear incident. 21) Any controversy or claim arising out of or related to this order, or the breach thereof, must be condemned within one (1) year after the cause of action has accrued. 22) The law of the state of Indiana shall govern to construe, interpret and apply to this offer, its acceptance and any questions arising hereunder.