Dalsin Industries, Inc. Conditions/Terms of Sale

1. The Seller shall not be liable to the customer for failure to make or supply the goods covered herein as a consequence of fire, earthquake, windstorm, explosion, accident, breakdown, labor-trouble including strike and lockout, flood, drought, or other acts of God; embargo, riot, war, action or request of any governmental authority, delay or failure of carriers or contractors, labor shortage or inability to obtain the necessary raw materials and supplies needed to produce the goods and/or for maintenance and operation or any contingency, delay or failure or cause beyond the control of the seller, whether herein specified or not.
2. If an event specified in paragraph 1 above shall prevent or interfere with the shipments by the Seller via the carrier or carriers normally used, shipments shall not be made via different or more costly carriers unless the customer shall notify the sell in writing of its willingness to bear the additional cost of transportation by such different or more costly carrier.
3. Title of goods specified herein shall pass to the Buyer upon delivery f.o.b. car, truck or vessel at the Seller's factory. No allowance will be made for loss or damage sustained after delivery on car, truck, or vessel at Seller's factory.
4. Seller makes no other warranty of any kind whatever, express or implied; and all implied warranties of merchantability and fitness for a particular purpose are hereby disclaimed by seller and excluded from this agreement. In no event will the Seller be responsible for damages beyond the cost of the product to its purchaser.
5. Claims of any kind applying to any shipment of goods herein specified shall be made to the Seller in writing upon arrival of the goods, which must be held for inspection and dispositioned by the seller. No claim for allowance made after goods have been used or processed by the Buyer in any way will be allowed. The Buyer shall not deduct any amount from the invoice submitted by the Seller unless first allowed by the Seller in writing.
6. No claim shall be allowed nor credit given for goods returned without the Seller's written expressed authority.
7. Unless Buyer shall obtain Seller's written consent, Buyer shall not, at any time, disclose, divulge, communicate or use any confidential information of Seller.
8. Each installment of an order so delivered shall be presumed to be-a separate contract. Failure to pay when due or to comply with any settlement established shall permit the seller to:
   a. Make shipment subject to cash payment on sight-draft, or upon security acceptable to Seller;
   b. Refuse to execute any unfilled portion of this or future orders, and declare due forthwith the current obligation of the customer regardless of terms expressed herein. The Buyer shall remain liable to the Seller for all loss or damage sustained because of such failure.
9. Goods covered hereby shall be routed exclusively by the Seller unless specified by Buyer and agreed to by Seller in writing. Shipping dates stated on Seller's quotes and order acknowledgements are estimates and not guarantees.
10. Quotation pricing submitted to Buyer will remain valid for delivery of goods no longer than 60 days from date on pricing quotation.
11. Tooling/Engineering Charges cover the non-recurring costs associated with the engineering and manufacture of special tooling and fixtures designed and adapted to Seller's proprietary manufacturing techniques, special processes and equipment. The physical tooling and fixtures will remain the property of Seller and as such cannot leave the Seller's facilities. Cost for subsequent changes (revisions) to tooling/fixtures that are a result of changes (revisions) to buyer's goods will be buyer's responsibility. Cost for storage, maintenance, repairs and/or replacement of tooling/fixtures will be responsibility of seller.
12. Analysis Reports and Certifications of Compliance on material will not be furnished unless requested by customer at the time order is released. If Buyer supplies material, scrap material left over from the fabrication process will transfer ownership to that of the Seller to use or dispose of, as the Seller deems appropriate.
13. Taxes or other governmental charges imposed with respect to manufacture, sale, delivery or use of goods purchased by Buyer and in effect at time of delivery shall be the financial responsibility of the Buyer.
14. Seller represents that with respect to the production of the goods and/or the performance of services covered by this invoice, it has fully complied with Section 6, 7, and 12 of the Fair Labor Standards Act as amended and of the regulations and orders of the United States Department of Labor, issued under Section 14 thereof, and with all other applicable sections.
15. Credit, if applicable, on salvage originating from this order will be issued when said salvage is used on Buyer's subsequent purchase order, or existing open purchase order.
16. Because of the conditions involved in the manufacture of sheet metal parts/components, where an order calls for a product to be made specifically for the Buyer:
    a. A delivery of not less than 90% of the order will be considered a complete fulfillment of the order.
    b. In case of an overrun, Seller may deliver and Buyer will accept any such excess up to 10% of the order.
17. Seller shall have the right to scrap all prints submitted for quotation and/or used to support delivery of goods produced, all special jigs/fixtures and special tools used only for the purpose of manufacturing Buyer's goods within sixty days of Seller's written request to Buyer for disposition by Buyer to return (at buyer's expense) or destroy.
18. This agreement is a contract entered into in Minnesota and governed by the laws of the State of Minnesota. If Seller brings an action to enforce the terms of this agreement in any Minnesota or Federal court, Buyer agrees to waive objections to personal jurisdiction and venue.
19. This agreement contains all of the representations and agreements between the Seller and the Buyer. No modification of this agreement or waiver of the terms or conditions thereof shall be binding upon the Seller unless approved in writing by Seller's authorized representative, or shall be effected by the acknowledgment or acceptance of purchase order forms containing other or different terms or conditions whether or not signed by an authorized representative or Seller.