ACCEPTANCE Any agreement for the sale of articles between FM. TOOL & GAUGE and a purchaser shall be on the basis of these terms and conditions. All sales of goods and sources are made subject to the availability at the time of ordering any item described on the Sales Order. Quotations will become void unless accepted by the purchaser within 30 days of the date thereon. A purchaser’s order must be signed by a duly authorized agent and must indicate it is made with reference to the FM. TOOL & GAUGE quotation. Any terms or conditions of the purchaser’s order which are in any way in conflict with, inconsistent with, or in addition to the terms and conditions set forth herein shall not be binding on FM. TOOL & GAUGE and shall not be applicable to the contract unless expressly agreed to in writing by FM. TOOL & GAUGE. After acceptance, the purchaser’s order or any part thereof may be terminated only upon FM. TOOL & GAUGE’S written consent. FM. TOOL & GAUGE specifically reserves the right to reject any order.

CREDIT FM. TOOL & GAUGE reserves the right to approve the credit worthiness of the purchaser and to approve any credit or financing terms proposed by the purchaser and to require acceptable security or assurance of the payment of the purchase price. Any acceptance or order by a purchaser, shall not be binding upon or processed unless FM. TOOL & GAUGE has given its written approval of the purchaser’s credit, and has received security or assurances of payment where required.

PRICES Prices quoted are for tooling alone and do not include FREIGHT, INSURANCE or any OTHER CHARGES which may be incurred in transportation.

TERMS Payments are due within 30 days from statement date. A surcharge of 10% may be applied to all overdue accounts for collection purposes.

PAYMENTS Please note that all tools remain the property of F.M. TOOL & GAUGE until full payment has been received.

TAXES Sales, use, excise, property or other tax or duties that may be levied on the transaction by local, state, federal or foreign governments are not included in the quoted prices. Any such taxes or duties which FM. TOOL & GAUGE may be obliged to pay shall be for the account of the purchaser, who shall promptly reimburse FM. TOOL & GAUGE thereof.

DELIVERIES Delivery dates are approximate. F.M. TOOL & GAUGE will have no liability for loss or damage resulting from a delay in scheduled deliveries caused by war, riot, strike, labour disputes, fire, accident, delay in receipts or shortage of parts or materials, natural disaster or any other contingency whatsoever (whether of the same class of those enumerated or otherwise) beyond its reasonable control. The Purchaser will assume all freight costs and risk of loss or delay in transit. FM. TOOL & GAUGE’S responsibility ceases upon delivery to the carrier. Risk of loss, injury, or destruction of property shall be borne by the Purchaser and such loss, injury or destruction shall not release the purchaser from payment of the purchased price. The purchaser shall not receipt for goods that are not in accordance with the Bill of Landing or express receipt, without proper notification to the carrier, and shall make claim against such carrier for any shortage, damage or discrepancy of the shipment promptly. When partial shipments are made each shipment shall be invoiced and paid separately in accordance with the terms hereof.

WARRANTY FM. TOOL & GAUGE warrants to the original purchaser that the tooling products will be free of defects in material and workmanship at the time of delivery. The obligation of FM. TOOL & GAUGE under this warranty shall be exclusively limited to the repair or replacement of parts which are determined by FM. TOOL & GAUGE to be defective.

TERMINATION In the event that the purchaser terminates an order after acceptance by FM. TOOL & GAUGE, a termination charge will be made covering full costs incurred plus 15%.

RETURNED MATERIAL For credit to be allowed on goods returned to the factory, authority for the return must be approved by F.M. TOOL & GAUGE. A restocking charge is made by FM. TOOL & GAUGE on all parts ordered in error and returned for credit with transportation charges prepaid by the Purchaser.

MARKINGS An extra charge will be made for any special markings.

INFRINGEMENTS The purchaser shall indemnify and hold harmless FM. TOOL & GAUGE from all claims of infringement of any patent in the manufacture or sale of any item when the said item is made according to drawings, samples or descriptions furnished and approved by the purchaser. Purchaser shall defend, at its expense, any and all actions based upon such claims of infringement.

MODIFICATIONS The terms and conditions stated herein shall supersede all prior oral or written proposals and statements relating to the matters covered hereby of any kind whatsoever made by FM. TOOL & GAUGE or its representatives.