Quotation: Unless otherwise specified herein, quoted prices are based on acceptance within 30 days, and subject to review if after 30 days.

Blueprints With all orders, please furnish one electronic copy of your latest print(s).

Exclusive Terms of Sale. The parts, products and services described within this proposal are offered by Trace-A-Matic only on the following terms and conditions. Any additional or different terms and conditions stated within any purchase order, acknowledgment or other document issued by customer in connection with this proposal will not be binding upon Trace-A-Matic unless specifically agreed to in writing by an authorized officer of Trace-A-Matic. All orders shall be deemed to be Wisconsin contracts and shall be construed and interpreted under the laws of Wisconsin. The terms set forth herein may be varied only by a written agreement signed by an authorized officer of Trace-A-Matic. No salesman or other employee is authorized to vary these terms and conditions. Any clerical errors are subject to corrections.

Delivery and Shipment. Unless otherwise stated, any delivery dates specified on the face hereof are estimates only based on Trace-A-Matic’s presently anticipated production schedule. Since they are estimates, Trace-A-Matic shall have no liability for failure to meet such dates. Unless otherwise specified by the Customer, packaging methods, shipping documents and manner, route and carrier of shipment shall be such as Trace-A-Matic, in its sole judgment, considers appropriate. All material supplied to Customer by Trace-A-Matic should be supplied in containers suitable for use in returning welded assemblies to avoid additional crating charges.

Customer’s Materials. We shall have no liability for any loss or damage to Customer’s material or product held or used by Trace-A-Matic unless due to Trace-A-Matic’s negligence. In cases of loss of or damage to Customer material Trace-A-Matic’s liability will not exceed 2X the purchase order price to Trace-A-Matic. If any material or product furnished by Customer is found to be worn or defective so that, in Trace-A-Matic’s sole judgment machining to print specs cannot occur, Trace-A-Matic reserves the right to refuse to proceed with work unless authorized to make any necessary changes or replacements. All shipments of materials or products from Customer to Trace-A-Matic shall be shipped prepaid. Any shipment sent collect shall be due on invoice together with a handling charge.

Prices. Unless otherwise stated on the face hereof, all prices are F.O.B., Trace-A-Matic’s plant, in Brookfield, WI, and all costs of shipment shall be paid by the Customer. Any shipping costs advanced by Trace-A-Matic shall be due on invoice. All prices are based upon Trace-A-Matic’s current costs and shall, unless otherwise stated on the face hereof, be subject to change if Trace-A-Matic’s material or labor costs increase before Customer’s order can be completed. Prices do not include any sales, use, occupational, gross income or other taxes which may be applicable to Customer’s order. If any order is subject to tax, the amount thereof and any costs connected therewith, whether imposed before or after payment, shall be paid by the Customer upon Trace-A-Matic’s demand.

Terms of Payment. Unless otherwise stated on the face hereof, all payments shall be due net thirty days after invoice. Outstanding balances not paid when due shall be subject to a later charge accruing from the date of invoice at a rate equal to the lesser of 1.5% per month or the maximum interest rate permitted by applicable law, which shall be payable by Customer upon demand. Trace-A-Matic reserves the right at any time to refuse or stop delivery or production of any order whenever, in Trace-A-Matic’s sole judgment, there is doubt as to Customer’s financial responsibility.

Warranty. Trace-A-Matic warrants to Customer that the work performed by Trace-A-Matic hereunder will be rendered in a workmanlike manner in accordance with industry standards and practices and free from manufacturing defects for a period of 30 days from the date of delivery. Trace-A-Matic makes no warranty regarding any material, product, or assembly provided by Customer to Trace-A-Matic. If a claim is made during the warranty period and the workmanship is proven to Trace-A-Matic’s satisfaction to be defective, Trace-A-Matic may repair or replace such product or refund the price for work performed hereunder at Trace-A-Matic’s option. This limited warranty does not cover products which have been (a) subject to negligence, accident or circumstances beyond Trace-A-Matic’s control, (b) repaired or attended to by any party other than Trace-A-Matic, or (c) subject to improper use, maintenance, or storage.

Exclusion of Warranties; Limitation of Liability. THE LIMITED WARRANTY SET FORTH IN PARAGRAPH 6, ABOVE, IS EXCLUSIVE AND IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TRACE-A-MATIC SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF ANY BREACH OF WARRANTY OR ANY OTHER ACT OR OMISSION, WHETHER NEGLIGENT OR NOT, RELATING TO CUSTOMER’S ORDER OR TO GOODS OR SERVICES PROVIDED TO CUSTOMER HEREUNDER, INCLUDING ANY LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY DEFECTIVE WORKMANSHIP OR MATERIALS.

Changes. No order shall be changed or cancelled by Customer unless notice is sent to and accepted by Trace-A-Matic in writing, before performance hereunder has commenced. If notice of cancellation is sent to Trace-A-Matic after performance has commenced, customer shall pay to Trace-A-Matic the reasonable costs and expenses, including, but no limited to, all commitments to suppliers incurred by Trace-A-Matic prior to receipt of such notice of cancellation, plus Trace-A-Matic’s usual rate of profit for similar work. Any changes in drawings, material, design, quantity, time for performance or other changes increasing Trace-A-Matic’s direct or indirect costs will require re-pricing. If performance has commenced, Customer shall pay for all work performed before Trace-A-Matic received written notice of such changes.

Patents. Customer shall indemnify and hold Trace-A-Matic harmless from all loss or damage arising out of any patent infringement claims or actions based upon materials designed by or made to Customer’s specifications.

Drawings, Specifications. When blueprints, drawings, or sketches are required in order to complete performance hereunder, each such blueprint, drawing, or sketch shall be dated or consecutively numbered and in the event a dispute arises regarding performance in accordance with such blueprint, drawing or sketch, the most recent blueprint, drawing, or sketch shall prevail.

Trace-A-Matic’s Right of Possession. If Customer defaults in the payments for services or goods purchased hereunder, Trace-A-Matic has the right, in addition to all others it may possess, at any time, to withhold shipments, in whole or in part, and to recall goods in transit, retake the same, and repossess all goods which may be stored with Trace-A-Matic for Customer’s account, without the necessity of initiating any other proceeding, and Customer agrees that all goods so recalled, retaken, or repossessed shall become the absolute property of Trace-A-Matic, provided Customer is given full credit therefore. The foregoing shall not be construed as limiting in any manner any of the rights or remedies available to Trace-A-Matic because of any default of Customer under the Wisconsin Commercial Code.

Security Interest. Trace-A-Matic retains and Customer grants to Trace-A-Matic a security interest in all goods, products or materials sold or serviced, or used in servicing, on behalf of Customer to secure payment of the purchase price and all other indebtedness now or hereafter owing by Customer to Trace-A-Matic. At Trace-A-Matic’s request, Customer shall execute or secure such financing statements, security agreements, landlord or lien or mortgage waivers, and other documents as Trace-A-Matic may request, to evidence or to perfect Trace-A-Matic’s security interest in the goods, products or materials. If Customer defaults in payments for the goods or services purchased hereunder, Trace-A-Matic shall have all the rights of a secured party under the Wisconsin Uniform Commercial Code.

Independent Obligations. Customer’s obligations hereunder are independent of any other obligations Customer may have under any other contract or account with Trace-A-Matic. Customer shall not exercise any right or offset in connection with the terms and conditions hereof or in connection with any other contract or account with Trace-A-Matic.

Causes Beyond Trace-A-Matic’s Control. Trace-A-Matic shall not be liable for any loss or damage for delay or any other failure to perform Customer’s order for reasons beyond Trace-A-Matic’s control including, without limitation, accidents, strikes, work stoppages, shutdown or delay of suppliers, governmental orders or regulations, acts of God, transportation failures or delays or inability to obtain labor, materials or fuel at customary commercial rates or prices.