This Agreement covers the sale of products manufactured, and services sold and delivered, (collectively “Products”) by Tech Rim Standards, LLC (“SELLER”) to its customers (“BUYER”).

1. Acceptance

   Acceptance of BUYER’s order is expressly made conditional upon BUYER’s acceptance of the terms and conditions set forth herein. Acknowledgement or receipt by SELLER of BUYER’s purchase order, or other document or oral representations containing additional or different provisions, shall not vary the terms hereof unless specifically agreed to in a separate document signed by an authorized officer of SELLER.

2. Shipments, Title, Risk of Loss

   Unless otherwise agreed, SELLER shall arrange for shipment of Product by common carrier to BUYER’s facilities, F.O.B. SELLER. SELLER shall not be liable for damages resulting from delivery delays. Deliveries will be made according to SELLER’s regular manufacturing schedules. Title to and risk of loss on Product sold hereunder shall pass to BUYER upon SELLER’s tender of delivery of Product to BUYER at the F.O.B. point. SELLER shall invoice BUYER on or promptly after the date of each shipment hereunder.

3. Payment

   If credit has been established, BUYER shall pay invoiced amount within 30 (thirty) days from the date of SELLER’s invoice, subject to the approval by SELLER of the amount and terms of credit. The amount of credit or terms of payment may be changed, or credit may be withdrawn by SELLER at any time. Each shipment shall constitute a separate billable transaction, and BUYER shall pay for same in accordance with the specified payment terms. Late payments may be subject to a late charge equal to the greater of a) 1-1/2 % per month, or b) the highest legally allowable interest rate.

4. Force Majeure

   Any delay or failure of SELLER to perform its obligations hereunder shall be excused if, and to the extent that it is caused by an event or occurrence beyond their reasonable control and without negligence, such as, by way of example and not by way of limitation, acts of God, action by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, pandemics or inability to obtain power. Force Majeure shall also include 1) increases in raw material [as measured by the London Metal Exchange] in excess of 20% as measured from the date of the relevant customer purchase order, or 2) decreases in the rate of exchange rate of US Dollar to the Chinese Yuan [as reported by the Wall Street Journal or national exchange] in excess of 10% as measure from the date of the relevant customer purchase order; provided that items 1) and 2) shall not apply to any product that has been shipped from China to the US prior to such triggering events.

5. LIMITED WARRANTY

   SELLER hereby warrants to BUYER that (a) it has good and marketable title to the Product delivered to BUYER hereunder and (b) for a period of 90 days from the date of shipment, the Product will be free from defects in material and workmanship. SELLER HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY OF MERCHANTABILITY CONCERNING THE PRODUCT SUPPLIED HEREUNDER. THIS LIMITED WARRANTY APPLIES ONLY TO USE OF THE PRODUCT IN NORMAL OPERATING CONDITIONS. THIS WARRANTY DOES NOT APPLY TO ANY SUBCOMPONENT INCLUDED IN THE PRODUCT THAT IS MANUFACTURED BY A THIRD-PARTY, IN WHICH CASE SELLER SHALL USE REASONALBE EFFORTS TO ASSIGN ANY SUCH THIRD-PARTY LIMITED WARRANTY TO BUYER, TO THE EXTENT ALLOWABLE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY PRODUCT OR THE TRANSACTIONS CONTEMPLATED HEREIN. Upon failure of SELLER’s Product to conform to this Limited Warranty, and BUYER’s timely notification and substantiation that the Product has been used in accordance with the appropriate specifications, SELLER shall correct such defects by either suitable repair, replacement, or purchase price refund, at SELLER’s sole option, provided BUYER returns the defective Product to SELLER. Correction of non-conformities, in the manner provided in this Limited Warranty shall constitute fulfillment of all liabilities of the SELLER to BUYER with respect to, or arising out of, the Product.

6. Patents

   SELLER warrants that the manufacture and sale of the Product delivered hereunder does not infringe any claim of any United States patent covering the Product itself, but SELLER does not warrant against infringement by reason of the use thereof in combination with other material or in the operation of any process. Should the Product manufactured by SELLER become, or in SELLER’s opinion be likely to become, the subject of a claim of infringement of a patent that is covered by this warranty, SELLER may exercise any of the following options; (a) procure for BUYER the right to continue using the Product, (b) replace or modify the Product with a functionally equivalent Product to make it non-infringing, or (c) grant BUYER a refund for the unused portion of the Product and accept its return. This Infringement Indemnity Paragraph states SELLER’s entire liability to BUYER for patent infringement.

7. Claims

   SELLER may recover from BUYER for each shipment hereunder as a separate transaction, without reference to any other shipments. BUYER shall be responsible for inspection of Product upon receipt from SELLER to insure conformity with stated specifications. All claims relating to quantity, quality, weight, and condition of the Product included in a shipment made hereunder will be deemed waived by BUYER unless written notice thereof shall be given to SELLER within fourteen (14) days after the arrival of such shipment at BUYER’s facilities, or until the moment of process conversion by BUYER, whichever is earlier; and in no event shall SELLER’s liability with regard thereto exceed the sum of the purchase price, plus delivery costs, attributable to the specific delivery as to which such claim is made.

8. Governing Law

   This Agreement shall be governed by the laws of the State of Michigan.

9. Entire Contract/Amendment

   This Agreement constitutes the entire agreement between the parties. This Agreement may be amended only by mutual agreement in writing, duly signed by authorized officer of both parties.

10. Severability/Waivers

    The terms and conditions of this Agreement shall be deemed to be separable, if any part thereof is held to be invalid for any reason, the other terms and conditions hereunder shall remain in full force and effect. SELLER’s waiver of any breach or failure to enforce any of the terms and conditions, of this Agreement shall not be deemed to affect, limit or waive SELLER’s right thereafter.

Version 3
5-07-2020