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Terms and Conditions Acceptance:
These terms and condition are an integral part of a quotation prepared and delivered to Purchaser by Hy-Tech Precision Inc. The quotation constitutes an offer on the part of Hy-Tech Precision Inc. to sell the goods as described in the quotation. No contract shall be formed by reason of preparation or delivery of the quotation, unless and until Purchaser, in writing accepts the quotation. No order shall be binding on Hy-Tech Precision Inc. until so accepted. Purchaser's acceptance of this offer is expressly conditioned upon Purchaser's assent to all of the terms and conditions set forth herein and the quotation. In the event that Purchaser's acceptance conflicts with, varies or supplements the terms and conditions set forth in this offer, Hy-Tech Precision Inc. hereby objects to such provisions and the terms and conditions set forth in this form shall govern, and the Purchaser's conflicting, varying or supplemental provisions shall be null and void. Hy-Tech Precision Inc. may withdraw its quotation at any time before written acceptance by Purchaser
Delivery: All shipments shall be "FOB Hy-Tech Precision Plant" and the title and risk of loss or damage to the goods shall pass from Hy-Tech Precision Inc. to Purchaser upon Hy-Tech Precision delivery to the common carrier selected by Hy-Tech Precision or defined by Purchaser. Hy-Tech Precision shall attempt to meet the Purchaser's delivery dates. However, if conditions arise which prevent compliance with the delivery schedule; Hy-Tech Precision Inc. shall not be liable for any damage or penalty for delay or for failure to give notice of delay. Without limiting the generality of the foregoing, Hy-Tech Precision Inc. shall not be liable for delay by reason of inability to obtain the necessary labor, materials, ancillary processing, or manufacturing facilities, shortages, delays in transportation, or any other causes beyond the control of Hy-Tech Precision Inc. Purchaser's sole remedy for delay shall be that purchaser may terminate its order for delays in delivery or other delays thirty (30) days after written notice of such intention to Hy-Tech Precision Inc. Purchaser shall be obligated to accept any portion of the goods shipped by Hy-Tech Precision Inc. during such period. Unless otherwise specified in customer purchase order, Hy-Tech Precision Inc. reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve purchaser of its obligation to accept remaining installments. Unless otherwise specified in customer purchase order, Purchaser shall also accept any goods delivered within ten (10) days prior to the agreed upon delivery date. Purchaser agrees to notify Hy-Tech Precision Inc. of any discrepancies in count or documentation within 36 hours of receipt of product.
Rejection: Purchaser shall have the right to reject non-conforming goods within thirty (30) days of receipt of such goods upon request and receipt of a Hy-Tech Precision Inc. Return Material Authorization Number. Rejected goods shall be returned to Hy-Tech Precision Inc. at Purchaser's expense, included but not limited to, transportation expense, and Purchaser shall bear the risk of loss on such returned goods. Hy-Tech Precision Inc. will re-inspect and evaluate the discrepancy and respond within fifteen days from receipt of rejected material.
Specifications: All goods covered by an order will conform to the specifications, designs, drawings provided by Purchaser. Purchaser acknowledges and agrees that Hy-Tech Precision Inc. is manufacturing goods to Purchaser's specifications. In the event that this offer is for goods previously manufactured by Hy-Tech Precision Inc., it is the responsibility of the Purchaser to provide updated specifications or drawings that may apply to the new Purchase Order. Unless otherwise expressed in writing, Hy-Tech Precision Inc. will manufacture goods to the specifications, drawings only as noted in the customer Purchase Order. Hy-Tech Precision Inc. at any time, by a written notice, proposes changes in the specification, designs, drawings to which the goods are to conform. Purchaser shall be deemed to have accepted any such proposed changes unless it objects within five (5) business days after receipt of such notice. If any such change causes an increase or decrease in the price under this offer in the time required for performance, an equitable adjustment shall be made and this offer modified in writing accordingly. Any claim for adjustment under this provision must be asserted within five (5) business days from the date the proposed change is accepted and the amount of such claim must be stated in writing within ten (10) days thereafter.
Warranty: Hy-Tech Precision Inc. warrants that all goods will conform to the specifications and drawings provided by the Purchaser and will be free from defects, allowing for reasonable manufacturing error, in workmanship and materials under normal use conditions. Hy-Tech Precision Inc's obligation under this warranty are limited solely to, at Hy-Tech Precision Inc's option, either the repair of such defects at a Hy-Tech Precision Inc. facility; delivering replacement goods to the Purchaser as provide under delivery above. No recovery of any kind against Hy-Tech Precision Inc. shall be greater in amount than the purchase price of the goods sold causing the alleged damage. This Warranty is in Lieu of all other warranties, express or implied, including any implied warranties regarding merchantability or fitness for a particular purpose relating to the use or performance of the components. No other express or implied warranty or guarantee shall bind Hy-Tech Precision Inc. Hy-Tech Precision Inc. shall not be liable for its failure to conform with any requirements not adequately identified by purchaser in the specifications or drawings, or for personal injury or property damage, loss of revenue or profit, failure to realize savings or other benefits, expenditures for substitute goods or services, storage charges or other special, incidental or consequential damages caused by the use, misuse or inability to use the goods, regardless of the legal theory on which the claim is based and even if Hy-Tech Precision Inc. has been advised of the possibility of such damages. Without limiting the foregoing, Purchaser assumes all risk and liability for loss and damage or injury to persons and property of the Purchaser or others arising out of use, misuse, or inability to use any of the goods sold by Hy-Tech Precision Inc. not caused directly by acts of omissions of Hy-Tech Precision Inc. This warranty shall not extend to anyone other than the original purchaser of the goods and states such purchaser's exclusive remedy. All claims under this warranty must be made within thirty (30) days after receipt of the goods by the Purchaser.
Tooling: Title to all tooling, unless specifically noted, used in manufacturing the goods described in this offer shall remain at Hy-Tech Precision Inc. facility. Customer provided tooling shall be received and utilized by Hy-Tech Precision Inc. in the execution of customer order. Upon completion of customer order, tooling will be returned to customer or placed in storage at Hy-Tech Precision Inc. facility until written notice of return from Purchaser is received.
Credit and Finance Charges: Hy-Tech Precision Inc. may if the Purchaser's account is not kept current, or its credit standing deteriorates, discontinue shipments or place the Purchaser on a cash basis (Certified or Company Check with Order). In addition, Hy-Tech Precision Inc. may asses a Finance charge of 1 ½% per month, but not in excess of limit permitted by law on any overdue amount, and the Purchaser shall also be liable for actual and reasonable costs and expenses of collection, including reasonable attorney's fees.
Payment Terms:
Net 30 days.
1% Discount if payment is received in 10 days.
Termination:
(a) Either party shall have the right to terminate this agreement by the following:
For breach of any provisions to this agreement by the other party provided that written notice has been given to the other party of the alleged breach and the other party has cured the breach within thirty (30) days, or such longer period as may be required by applicable law after the delivery of such notice. If there is a change in the management or control of the other party which is unacceptable, the cancellation to be effective thirty (30) days after the delivery of notice to such effect to the other party or such longer period as may be required by applicable law; provide that, neither party shall not unreasonable withhold its consent to a change of control or management of the other party.
Automatically if the other party ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of creditors, files petition in bankruptcy, permits a petition in bankruptcy to be filed against it, or admits in writing its inability to pay its debts as they become due or if a receiver is appointed from a substantial part of its assets. (b) Either party may terminate this agreement, without cause, upon thirty (30) days written notice to the other party. In the event of termination by the Purchaser pursuant to this clause, Purchaser shall be liable to Hy-Tech Precision Inc. for all actual and direct costs incurred by Hy-Tech Precision Inc. per Hy-Tech Precision Inc's record, relating to this offer, and a reasonable overhead and profit on the portion of the offer completed.
Any notice of termination hereunder shall automatically operate as a cancellation of any deliveries of any goods to Purchaser which are scheduled to be made subsequent to the effective date of termination, whether or not any orders for the goods have been theretofore confirmed by Hy-Tech Precision Inc. During the term between the furnishing of notice of termination and the effective date thereof, all sales and deliveries of goods to Purchaser shall be on a Cash Basis Only. Purchaser shall be liable to Hy-Tech Precision Inc. for all costs incurred with respect to such termination. Purchaser hereby aggress to indemnify Hy-Tech Precision Inc., it successors, assigns and agents against loss, damage or liability, including cost and expenses, including attorney's fees, which may be incurred on account of any suit, claim, judgment or demand involving infringement or alleged infringement of any patent rights in the manufacture, use or disposition of any goods supplied hereunder, provided that, Hy-Tech Precision Inc. shall notify the Purchaser in writing of any suit instituted against it and, to the full extent of is ability to do so, shall permit Purchaser to defend the same or make settlement in respect thereof, unless Hy-Tech Precision Inc. determines that Purchaser's financial condition is such that there is a reasonable likelihood that Purchaser will not be able to perform the indemnity hereunder. Force Majeure: Except for Purchaser's obligation to make payments, neither Hy-Tech Precision Inc. nor Purchaser shall be in default of any obligation hereunder if such default resoles from governmental acts or directives (official or unofficial); strikes (legal or illegal) acts of God; war (declared or undeclared; insurrection; riot or civil commotion; fires; flooding or water damages; explosions; embargoes; or delays in manufacturer's or suppliers furnishing products; whether herein enumerated or otherwise, but which are not within the reasonable control of the party affected.
Waiver: No claim or right arising out of a breach of this agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. The failure of Hy-Tech Precision Inc. to enforce at any time for any period of time any of the provisions hereof shall not be construed to be a waiver of such provision not the right of Hy-Tech Precision Inc. thereafter to enforce each and every such provision.
Governing Law: This agreement shall be governed by the laws of the State of Wisconsin. Hy-Tech Precision Inc. and Purchaser each hereby consents to the jurisdiction and venue of any local , state, or federal court located within the State of Wisconsin upon service of process made in accordance with the statutes of Wisconsin and the United States, and further agree that any and all causes of action whether or not arising under this agreement by and between the parties hereto shall only be brought in a local, state, or federal court situated within the State of Wisconsin, Hy-Tech Precision Inc. and Purchaser hereby expressly waive any right to a trial by jury in any action or proceeding to enforce or defend any rights under this agreement, and agree that any such action or proceeding shall be tried before an arbitrator or court and not a jury.
Entire Agreement: This agreement constitutes the entire agreement between the parties superseding all previous proposals, oral or written. No representation or statement not contained on the original copy of this agreement shall be binding on Hy-Tech Precision Inc. as a warranty or otherwise, nor shall this agreement be modified unless in writing and signed by a duly authorized officer of Hy-Tech Precision Inc.
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