Offer, Governing Provisions and Cancellation. Any agreement between Quali-Tool, Inc. and a buyer for the sale of goods
and/or services described in a Quali-Tool, Inc. Quotation or Quali-Tool, Inc. Order Acknowledgement will be in accordance with
these terms and conditions. A Quali-Tool, Inc. Quotation is an offer, and a Quali-Tool, Inc. Order Acknowledgement is an offer or
counter-offer by Quali-Tool, Inc. to sell the goods and/or services described thereon and such documents are not an
acceptance of any offer made by a buyer and are expressly conditioned on buyer’s assent to these Terms and Conditions
of Sale. Quali-Tool, Inc. objects to any additional or different terms contained in any purchase order or other communication
previously or hereafter provided by buyer to Quali-Tool, Inc. No such additional or different terms or conditions will be of
any force or effect. The terms contained in or incorporated into a Quali-Tool, Inc. Quotation or Quali-Tool, Inc. Order
Acknowledgement will be the entire agreement between Quali-Tool, Inc. and buyer on the subject of the transaction
described thereon; and there are no conditions to that agreement that are not so contained or incorporated.
THE OFFER BY QUALI-TOOL, INC. AND THE RESULTANT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO
THE LAWS OF THE STATE OF WISCONSIN AND THE U.S. (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS).
THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON
CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
No accepted offer may be cancelled or altered by buyer except
upon terms and conditions accepted by Quali-Tool, Inc. in writing; and no changes will be binding unless set forth in writing
and manually signed by Quali-Tool, Inc. An offer by Quali-Tool, Inc. may be revoked by Quali-Tool, Inc. at any time before it is
accepted by buyer, and shall automatically expire 45 calendar days after its date if buyer has not accepted it before
then. Neither buyer’s acceptance of an offer nor any conduct by Quali-Tool, Inc. (including but not limited to shipment of
goods) shall oblige Quali-Tool, Inc. to sell to buyer any quantity of goods in excess of the quantity that buyer has committed
to purchase from Quali-Tool, Inc. at the time of such acceptance or conduct.
- Credit Approval; Payment Terms. All payment
terms set forth in this document are subject to Quali-Tool, Inc.’s approval of buyer’s credit, in Quali-Tool, Inc.’s discretion; and if
such approval is withheld, payment shall be due in advance of Quali-Tool, Inc.’s performance. Except as otherwise provided
on the face of a Quali-Tool, Inc. Quotation or Quali-Tool, Inc. Order Acknowledgement or in the preceding sentence, payment is
due upon buyer’s receipt of Quali-Tool, Inc.’s invoice following shipment. Interest will be charged at the lesser of (i) 18% per
year, or (ii) the highest rate permitted by applicable law, on accounts more than 30 calendar days past due. If
production or shipment of completed goods, or other Quali-Tool, Inc. performance, is delayed by buyer, Quali-Tool, Inc. may
immediately invoice, and buyer shall pay, the percentage of the purchase price corresponding to the percentage of
completion; in addition, buyer shall compensate Quali-Tool, Inc. for storage of completed goods or work in process during
any such delay, whether stored at Quali-Tool, Inc.’s facility or an independent storage company’s facilities.
- Taxes and Other
Charges. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection
or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority
on or measured by the transaction between Quali-Tool, Inc. and buyer shall be paid by buyer in addition to the prices quoted
or invoiced. In the event Quali-Tool, Inc. is required to pay any such taxes or other charges, buyer shall reimburse Quali-Tool, Inc.
therefor on demand.
- Delivery, Claims and Force Majeure. Unless otherwise provided on the face of a Quali-Tool, Inc.
Quotation or Quali-Tool, Inc. Order Acknowledgement, goods shall be delivered to buyer F.O.B. Quali-Tool, Inc.’s loading dock or,
for ultimate destinations outside of the U.S., ex works Quali-Tool, Inc.’s loading dock (as the latter shipping term is defined in
Incoterms 2010). Delivery of products to the carrier shall constitute delivery to buyer; and regardless of shipping terms
or freight payment, buyer shall bear all risk of loss or damage in transit. Quali-Tool, Inc. reserves the right to make delivery in
installments; all such installments to be separately invoiced and paid for when due in accordance with their respective
invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve buyer of its
obligations to accept remaining deliveries. Claims for shortages or other errors in delivery must be made in writing to
Quali-Tool, Inc. within 10 calendar days after receipt of shipment; and failure to give such notice shall constitute unqualified
acceptance and a waiver of all such claims by buyer. Claims for loss of or damage to goods in transit must be made to
the carrier, and not to Quali-Tool, Inc.. All delivery dates are approximate. Quali-Tool, Inc. shall not be liable for any losses or
damages as a result of any delay or failure to deliver due to any cause beyond Quali-Tool, Inc.’s reasonable control, including
but not limited to any act of God, act of buyer, embargo or other governmental act, regulation or request, fire, accident,
strike, slowdown, war, act of terrorism, riot, delay in transportation, or inability to obtain necessary labor, materials or
manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the
time lost because of the delay. Buyer’s exclusive remedy for other delays and for Quali-Tool, Inc.’s inability to deliver for any
reason shall be rescission of its agreement to purchase.
- Changes. Quali-Tool, Inc. may at any time make such changes in
design and construction of products, components or parts as Quali-Tool, Inc. deems appropriate, without notice to buyer.
Quali-Tool, Inc. may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by
governmental authority or nonavailability of materials from suppliers.
- Quali-Tool, Inc.’s Limited Warranty. Quali-Tool, Inc.’s
Limited Warranty is as follows:
a). Basic Limited Warranty Coverage. Quali-Tool, Inc. warrants that it will repair or, at its
option, replace any parts manufactured by Quali-Tool, Inc. and found to be defective in factory material or workmanship
within a period of 30 days after delivery to the original purchaser.
b). Quali-Tool, Inc.’s Obligations. Quali-Tool, Inc. will at its
expense repair or, at its option, replace F.O.B. Quali-Tool, Inc.’s loading dock or, for customers outside the United States, ex
works Quali-Tool, Inc.’s loading dock (as the latter shipping term is defined in Incoterms 2010) any parts manufactured by it
and found to be defective in material or workmanship during the applicable warranty period, provided that the owner of
the warranted goods complies with the “Warranty Claims Procedure” set forth below. The owner of the warranted
goods will be responsible for the expense of returning any parts to Quali-Tool, Inc. for warranty evaluation. Quali-Tool, Inc. will at
its expense return any part repaired or replaced under this warranty to the owner of the warranted goods, by truck,
United Parcel Service or U.S. Mail, at Quali-Tool, Inc.’s option. The owner of the warranted goods will be responsible for the
cost of any other method of shipment including air freight.
c). Items Not Covered. Quali-Tool, Inc.’s limited warranty does not
i. a mechanic’s travel time;
ii. the cost of removal of defective parts and reinstallation of repaired or replacement
iii. used goods, unless specifically covered by a separate written warranty;
iv. component parts manufactured by
others, including, but not limited to springs, (but, if new, such items are ordinarily warranted by the manufacturer
v. depreciation or damage caused by normal wear and tear, accident, abuse, improper maintenance, abnormal
use, use other than in accordance with Quali-Tool’s instruction, or improper protection in storage,
vi. goods which have
been modified or altered other than with the prior written approval of Quali-Tool; or
vii. the cost of normal maintenance
or service, including but not limited to the cost of lubrication, and replacement of consumable components such as
punches, dies, springs, and guides; the cost of repairing or replacing other property which is damaged when the goods
do not work properly.
d. Warranty Claims Procedure. Within five (5) days of the expiration of the applicable warranty
period, the owner of any warranted item claimed to be defective must:
i. notify Quali-Tool immediately upon discovery
of any defect covered by this warranty;
ii. provide Quali-Tool documentary evidence of the date of delivery of the item
to the original purchaser; and
iii. if requested by Quali-Tool, ship the defective part(s) to Quali-Tool, freight (and duty if
any) prepaid, for inspection.
e. No Other Warranties. Quali-Tool, Inc. makes no warranty other than that set forth above,
express or implied. None of Quali-Tool, Inc.’s representatives is authorized to make any representation or warranty on Quali-Tool, Inc.’s behalf or in its name. Quali-Tool, Inc.’s only obligation and its customer’s only remedies, in connection with the sale of
Quali-Tool, Inc. products, are those set forth in this Warranty.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED; AND QUALI-TOOL, INC. EXPRESSLY DISCLAIMS AND EXCLUDES
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES
ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
- Patents, Trademarks and Copyrights.
QUALI-TOOL, INC. GIVES
NO WARRANTY THAT THE PRODUCTS SOLD WILL BE DELIVERED FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PARTY FOR
INFRINGEMENT OF ANY PATENT, COPYRIGHT OR TRADEMARK OR ANY OTHER PROPRIETARY RIGHTS.
- Consequential Damages and Other Liability; Indemnity.
IN NO EVENT SHALL QUALI-TOOL, INC. BE RESPONSIBLE FOR ANY OTHER
OBLIGATIONS OR LIABILITIES OR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO
DAMAGES FOR LOSS OF PRODUCTION, LOSS OF PROFITS, OR RENTAL OF SUBSTITUTE EQUIPMENT, WHETHER ARISING
OUT OF BREACH OF WARRANTY OR OTHER BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT
LIABILITY THEORY OR UNDER OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO GOODS OR SERVICES SOLD BY
QUALI-TOOL, INC., OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO.
Without limiting the generality of the
foregoing, Quali-Tool, Inc. specifically disclaims any liability for property damages, penalties, special or punitive damages,
damages for lost profits or revenues, down-time, lost goodwill, cost of capital, cost of substitute goods or services, or for
any other types of economic loss, or for claims of buyer’s customers or any third party for any such damages, costs or
QUALI-TOOL, INC. SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL, INDIRECT AND
CONTINGENT DAMAGES WHATSOEVER.
Quali-Tool, Inc.’s liability with respect to the goods or services sold hereunder shall
be limited to the warranty provided in section 6 of these Terms and Conditions of Sale and, with respect to any other
breaches of its contract with buyer, shall be limited to the contract price. Buyer shall indemnify and hold harmless
Quali-Tool, Inc. from and against any and all losses, liabilities, damages and expenses (including but not limited to attorneys’
fees and other costs of defense) that Quali-Tool, Inc. may incur as a result of any claim by buyer or by buyer’s customers or
by any third party arising out of or in connection with the goods or services sold hereunder, including but not limited to
any such claim based upon the negligence of Quali-Tool, Inc. in designing, manufacturing, performing and/or selling such
goods or services, unless such losses, liabilities, damages or expenses are ultimately determined to be attributable solely
to the willful misconduct of Quali-Tool, Inc.
Technical Information. Buyer agrees any sketches, models or samples
submitted by Quali-Tool, Inc. and any designs developed in fulfillment of Buyer’s order shall remain the property of Quali-
Tool, Inc., and shall be treated as confidential information unless Quali-Tool, Inc. has in writing indicated a contrary intent. Buyer
agrees not to use or disclose such sketches, models or samples, or any design or production techniques revealed
thereby, without the express, prior written consent of Quali-Tool, Inc..
Tools. Any dies, jigs or tools that Quali-Tool, Inc.
manufactures or acquires in connection with its performance under a Quali-Tool, Inc. Quotation or Quali-Tool, Inc. Order
Acknowledgement shall remain the property of Quali-Tool, Inc., notwithstanding any charges to buyer therefor. Any such
charges convey to buyer the right to have the tools, dies or jigs used by Quali-Tool, Inc. for performance of Quali-Tool, Inc.’s
agreement with buyer, but do not convey title or right of possession or any other right.