Ameritool Gas Springs

1.DEFINITIONS: The term “Purchaser” means Ameritool Mfg, Inc., and the term “Seller” means the person, firm or corporation from whom the merchandise has been ordered or services contracted.

2. CONTRACT: This form, when properly signed and bearing an order number, is the only form which will be recognized by Purchaser as authority for charging merchandise to its account, supersedes all previous communications and negotiations and constitutes the entire agreement between the parties. No terms stated by Seller in accepting or acknowledging this order shall be binding upon Purchaser unless accepted in writing by Purchaser. No waiver of a breach in any provision of this order shall constitute a waiver of any other breach of such provision or of any other provisions. This is of the essence on this order.

3. MULTIPLE RELEASE P.O. CONTRACTS: Unless otherwise specified herein or by separate agreement, Ameritool Mfg, Inc. will not be responsible for material and/or labor beyond the quoted manufacturing lead time; and/or material only beyond the quoted material procurement lead time.

4. P.O. RELEASES: All shipments will be made by scheduled releases communicated by Ameritool Mfg, Inc. Purchasing Department.

5. QUANTITY: The quantity of merchandise delivered shall not be greater nor less than the amount specified unless an additional amount is first order by Purchaser in writing on a “Revised Purchase Order” form.

6. SHIPMENT: A notice of shipment shall be sent to Purchaser at the time of shipment which shall state the number of the order, the kind and amount of merchandise, and the route by which the shipment is being made. All merchandise shall be suitably packed, marked, and shipped in accordance with shipping instructions specified herein and the requirements of a common carrier in a manner to secure the lowest transportation cost. Seller shall be liable for any difference in freight charges arising from its failure to (a) follow shipping instructions specified herein or (b) properly describe shipment. Purchaser and Seller mutually agree to assist each other in obtaining documents and other information necessary for the prosecution of claims against carriers.

7. EARLY DELIVERY: Goods or services will not be delivered before the specified delivery date. Ameritool Mfg, Inc. reserves the right to refuse early delivery of goods or services or to defer payment therefore until after the scheduled delivery date.

8. TOOLS AND MATERIALS: Unless otherwise specified in this order, Seller will furnish at its own expense all tools, dies, jigs, gauges, fixtures, and other equipment, material, supplies, and technology necessary to execute this order. Any such item furnished or paid for by Ameritool Mfg, Inc., and any replacement thereof, will be (a) the personal property of Ameritool Mfg, Inc, (b) marked or otherwise identified as “Property of Ameritool Mfg, Inc.,” (c) stored separate and apart from Seller’s property and protected against loss or damage, destruction, theft appropriation, deterioration, or wrongful use, (d) used only in filling orders from Ameritool Mfg, Inc., (e) held at Seller’s risk and kept insured at Seller’s expense in an amount equal to replacement cost, and (f) released promptly to Ameritool Mfg, Inc. at its request and in good condition.

9. INVOICE AND PAYMENT: A separate invoice related only to this Purchase Order shall be issued for each shipment. No invoice shall be issued prior to shipment of Products. No payment will be made prior to receipt of Products and correct invoice and Purchaser reserves the right to delay payment until the Products have been accepted. Payment due dates, including discount periods, will be computed from date of receipt of Products and correct invoice (whichever is later). Purchaser has the right, without loss of discount privileges, to pay invoices covering Products shipped in advance of the schedule on the normal maturity after the due date specified for delivery.

10. RESPONSIBILTY: Seller shall be responsible for any and all loss or damage to the merchandise until delivered to Purchaser at the F.O.B. point specified on the face of this order; or, if no such F.O.B. point is specified, until delivered to a common carrier or to Purchaser’s plant, whichever may first occur.

11. ASSIGNMENT: Seller shall not delegate any duties nor assign any rights or claims under this Purchase Order, or for the breach thereof, without prior written consent of the Purchaser, and any such attempted delegation assignment shall be void.

12. INSPECTION: All merchandise is subject to Purchaser’s inspection within a reasonable time after arrival at the ultimate destination. If upon inspection any merchandise is found to be unsatisfactory, defective, or if inferior quality or workmanship, or fails to meet the specification or any other requirements of this order, Purchaser may return such merchandise to Seller at Sellers expense. Payment shall not be an acceptance of the defective merchandise, Seller, shall reimburse Purchaser for (a) any returned merchandise and (b) any costs incurred by Purchaser in Requirements of the Purchaser’s Supplier Quality Manual are incorporated by reference.

13. WARRANTY: Seller warrants that the merchandise will conform to its description and any applicable specifications shall be of good merchandise quality and fit for the known purpose for which it was sold. This warranty is in addition to any standard warranty or service guarantee given by Seller to Purchaser. This warranty shall survive any inspection, delivery, acceptance, or payment by the Purchaser of the merchandise.

14. TITLE: Seller warrants that the merchandise is free and clear of all liens and encumbrance and that Seller has a good and marketable title to same.

15. COMPLIANCE: Seller shall comply with all state, Federal, and local laws, regulations or orders applicable to the purchase, manufacture, processing, and delivery of merchandise.

16. CANCELLATION: Purchaser may at its option cancel any unshipped merchandise. If this order covers standard stock merchandise, Purchaser’s only obligation shall be to pay for merchandise shipped prior to the cancellation, and Purchaser shall not be liable to Seller for loss of anticipatory profits. If this order covers merchandise manufactured or fabricated to Purchaser’s specifications or specifications prepared by Seller for Purchaser, upon receipt of notice of cancellations, Seller shall stop all performance hereunder except as otherwise directed by Purchaser. Provided that Seller is not in default, Purchaser shall pay to Seller: (a) the costs incurred by Seller in connection with this order prior to the date of cancellation, (b) six percent (6%) of the foregoing costs in lieu of profit, (c) such other costs including cancelation charges under subcontracts as Seller may approve, provided, however, that the total cancellation payment plus previous payments shall not exceed the total price of this order, and (d) Purchaser may be allowed to substantiate and audit costs as submitted by Seller. Upon such payment, title to any materials uncompleted merchandise shall pass to Purchaser.

17. RETURNS: All returns require an RGA Number before they can be shipped to Ameritool Mfg Inc. Any returns that are not covered under warranty will be subject to a 25% restocking charge.

18. TERMINATION FOR DEFAULT: In the event of a breach of any of the terms of this order including Seller’s warranties, Purchaser may, at its option and without prejudice to any of its other rights, cancel any undelivered merchandise. In the event of cancellation due to Seller’s breach, Purchaser shall not be liable to Seller for loss of anticipatory profits.

19. SET OFFS AND COUNTERCLAIMS: All claims for money due or to become due from Purchaser shall be subject to deduction by the Purchaser for any set off or counterclaim arising out of this or any other of the Purchaser’s Purchaser Order with Seller, whether such set off or counterclaim arose before or after any such claims by Seller.

20. BANKRUPTCY: In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, the inability of Seller to meet its debts as they become due, or any assignee for the benefit of creditors or of a receiver, then the Purchaser shall be entitled, at its sole option, to cancel any unfilled part of this Purchaser Order without any liability whatsoever.

21. GOVERNING LAW: This Purchase Order and the acceptance of it shall be a contract made in the state of New York and shall be governed by the laws thereof.

22. PATENTS, TRADEMARK, AND COPYRIGHTS: Seller warrants that the sale or use of this merchandise will not infringe or contribute to the infringement of any patents, copyrights, or trademarks in either the United States or foreign countries. Seller shall indentify Purchaser, its distributors, dealers, and users of the products of the Purchaser, against any loss or damage (including attorney’s fees and other costs of defending an action) arising from the breach of this warranty.