P.O. Box 250
Allen Park, MI 48101

Terms and Conditions of Sale
[Sales Inquiry Form]

1. SELLER'S QUOTATION FORM:

a. Seller's quotation form constitutes an Offer for the sale of Goods set forth therein and is based upon all of the terms and conditions contained herein.

 b. Any purchase order or other form of acceptable issued by Buyer shall result in a contract for the purchase of the Goods at the price quoted in this offer. The resulting contract shall include all of the terms set forth in this Offer and any of Seller's subsequent documents signed by Seller and include in the contract, all of which are hereafter called "Seller's Terms." Buyer shall be deemed to have accepted any of Seller's terms not specifically objected to by Buyer's issuance of a purchase order which in effect rejects some or all of Seller's terms by virtue of Buyer's standard form language shall not be sufficient objection. Buyer shall be required to set forth each objection to Seller's terms in a separate writing signed and dated by Buyer and delivered to Seller prior to or contemporaneous with Buyer's purchase order or other form of acceptance. Seller's failure to further object to standard terms and conditions of purchase set forth in any or all of Buyer's contract documents shall not be construed as an acceptance of the same and any terms in Buyer's purchase order or any other document of acceptance which are different from or additional to the Seller's terms are hereby specifically rejected and shall not become part of the contract unless specifically accepted by Seller in a separate document signed by both Buyer and Seller. Seller's signature on Buyer's purchase order acknowledgment or other standard form document shall constitute an acknowledgment of receipt of same but not an acceptance of the terms thereof. Any Goods ordered by Buyer will only be sampled, produced and shipped by Seller with the understanding that Seller's Terms are an uncontradicted and unmodified part of the Agreement and Buyer's acceptance of any shipments of Goods shall be construed as Buyer's acceptance of Seller's Terms without contradiction or other modifications.

 c. Seller's quotation is not and shall not be considered a firm offer.

 d. No custom in the trade or usage between parties which is contrary to Seller's terms shall apply.

 2. CREDIT APPROVAL: Shipments, deliveries and performance of work shall at all times be subject to the approval of Seller's Credit Department and Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or upon terms and conditions or security satisfactory to such Department.

 3. PRICES AND PAYMENT:

a. The prices shown are subject to adjustment to Seller's prices in effect at the time of shipment and are F.O.B. Seller's plant unless otherwise stated. Goods cannot be returned to Seller unless acceptance of their return is given by the Seller in writing.

 b. If the applicable freight or haulage rates are increased prior to shipment, prices on any unshipped portion of the Goods covered by this Quotation shall be increased accordingly.

 c. Payment shall be made in full at Seller's post office box in Allen Park, Michigan within (30) days from date of shipment of Goods, unless otherwise stated in this Quotation. On any portion of any payment which is not received within the required time, Buyer shall pay a late payment charge of one and one-half (1-1/2%) percent per month or the maximum rate allowed by the applicable law incorporated herein by reference whichever is less.

  4. TAXES AND OTHER CHARGES: Buyer will pay or reimburse Seller if it pays any and all taxes or tariffs or any other similar charges imposed upon contract, the Goods covered hereby or the delivery of use thereof or upon any act done or document of title or instrument used in connection with the transaction, and any taxes, tariffs or charges imposed upon or measured by the sales contemplated herein or the purchase payable hereunder.

 5. EXPORT FEES:Consular fees for legalizing invoices, stamping bills of lading, or other documents required by laws of any country or destination are not included in quotations or selling prices. If instructed in writing, Seller will make such arrangements for consular documents and declarations as agent for Buyer, but Seller assumes no liability whatsoever as a result of making such arrangement.

 6. PRODUCTION OF GOOD: Any purchase order given to Seller allows Seller to produce the Goods on that order at Seller's discretion regardless of Buyer's delivery date, unless otherwise agreed to in writing. Time shall not be of the essence of this contract.

 7. MATERIAL SUPPLIED BY BUYER: When Buyer's material is supplied in connection with an order, Seller processes the material and provides the resulting Goods on an "as is basis" with all faults and assumes no responsibility for any defect (regardless of its nature) either during or after processing. Buyer will be responsible to pay for all work performed up to the point in the processing cycle where the material has been determine to be defective. In addition, Seller will not be held responsible for any liabilities incurred by Buyer for the non-performance of the supplied material and the resulting Goods.

 8. DESIGNS SUPPLIED BY BUYER: When Goods are manufactured to Buyer's designs or to specifications supplied by Buyer, Seller shall have no liability as a result of any defect which occurs as a result of the use of any such design or specification. Seller shall have no responsibility to analyze or advise buyer with respect to any such designs or specifications.

 9. EXCLUSIVE WARRANTY:

a. The sole and exclusive warranties given by Seller with respect to the Goods sold hereunder are that it has title to such Goods free and clear from any lien or encumbrance and that such Goods shall conform to the description and specifications set forth herein. Should Seller breach either or both of these warranties, Buyer's only remedy and Seller's only obligation shall be replacement or repair by Seller of such non-conforming Goods, F.O.B. Seller's plant, or the refund of the price paid for such non-conforming Goods, at Seller's option, upon the return (shipping prepaid) of such non-conforming Goods to Seller.

 b. The repair replacement or refund warranty herein set forth is the exclusive warranty given by Seller for its Goods. This warranty is given in lieu of any or all warranties, whether written or oral, express or implied, any and all implied warranties of merchantability or fitness for a particular purpose are hereby expressly excluded by Seller. Seller neither assumes, nor does it authorize any other person to assume on its behalf, any other liability in connection with the sale of its Goods. Buyer acknowledges that it alone has determine that the Goods purchased hereunder will suitable meet the requirements of their intended use.

 10. LIMITATIONS OF LIABILITY AND INDEMNITIES:

a. In no case, whether as a result of breach of contract, breach of warranty or tort (including Seller's or Buyer's negligence or strict liability) shall Seller be liable for any consequential or incidental damages incurred by Buyer, including, but not limited to loss of sales, profit, revenue or good will: loss of use of goods or any associated equipment or material: cost of capital: cost of substitute products: facilities or services; downtime costs: attorneys' fees: or losses or claims of customers of buyer for such damages. Buyer hereby agrees to indemnify and hold Seller harmless from any and all such damages. Buyer further agrees to defend, indemnify and hold Seller harmless from any and all claims, liability, damages or expenses (including attorneys' fees) due to personal injuries, property damage or death to buyer, its employees, and third parties resulting from breach of warranty, or tort (including but not limited to negligence or strict liability) of Seller, Buyer or their employees.

 11. LIMITATIONS OF ACTIONS:

a. Every claim from any cause shall be deemed waived by the Buyer unless made in writing within ninety (90) days of the receipt by Buyer of the Goods to which such claims relates, or, if the Goods are stocked for resale, within ninety (90) days of the date of shipment from Buyer to Buyer's customer, provided that all such claims must be submitted in writing to Seller within one (1) year from receipt by buyer of the goods to which the claim relates. No legal proceedings shall be brought by Buyer for any breach of the contract more than one year after the accrual of the cause of action therefore.

 b. Seller shall have a minimum of four (4) years from the date when payment is due from Buyer to Seller to bring action against Buyer.  

a. Seller shall not be responsible to Buyer or any third party for any damages resulting from failure or delay in manufacturing or shipping due to any cause beyond the reasonable control of Seller, including, but not limited to, the requirements of any statute, act, ordinance, regulation, order or instruction of any government body; acts of God; acts of civil or military authority; fire; flood; strikes or other labor disputes; embargoes; war; riot or civil disturbance; delays in transportation; inability of Seller to obtain necessary labor; lack of utilities or utility service unavailability of energy sources; or inability to obtain materials, supplies, components or other goods and/or services from third parties.

 b. If Seller in its sole discretion determines that Seller's performance hereunder would result in a loss to Seller on this sale as computed under Seller's normal accounting procedures because of causes beyond Seller's control, then Seller may terminate this agreement in whole or in part without liability for any delay in the delivery of, or failure to deliver the Goods sold hereunder.  

14. PROPRIETARY INFORMATION: Seller and Buyer hereby agree that all information submitted to Buyer, including but not limited to all technical advice, manufacturing processes, forge and test drawings and test results, to be proprietary information and received and held by Buyer in strict confidence and used for no purpose other than the purchase of Goods from Seller.

 15. ENTIRE AGREEMENT AND APPLICABLE LAW:

a. The terms of a quotation, acknowledgment, and/or invoice (including any specifications or other documents incorporated by reference therein) and these Terms and Conditions will constitute the entire understanding and agreement between Buyer and Seller concerning the subject matter hereof. Any representation or promise not contained herein will not be binding on either party. No modification, amendment, rescission, waiver or other change of any resulting agreement or any part thereof shall be binding upon Seller, unless consented to in writing by Seller's authorized representatives in Allen Park, Michigan. If any term of condition set forth in a quotation and/or acknowledgment is declared null and void by any court of competent jurisdiction, the remaining terms and conditions shall nevertheless remain applicable.

 b. The validity, performance and all matters relating to the interpretation and effect of a contract resulting from any one or more quotations, invoices and/or acknowledgments shall be governed by the laws of the State of Michigan, and the United Nations Convention on Contracts for the International sale of Goods shall not apply to any such contract. Any litigation arising from such a contract shall be decided in the state and federal courts located in Wayne County, Michigan, which shall be the exclusive venue for such matters. Both parties hereby submit themselves to the jurisdiction of such courts for these purposes.

NOTE: THE FOLLOWING APPLIES IF THE GRADES QUOTED IS NICKEL, CHROMIUM OR MOLYBDENUM BEARING. CERTAIN OTHER ALLOYS MAY ALSO BE AFFECTED IF SHORTAGES OCCUR.

 1. PLEASE SEE PARA. 3A OF TERMS AND CONDITIONS OF SALE.

 2. IF MATERIAL IS IN OUR STOCK AND AVAILABLE AT TIME OF ORDER PLACEMENT WE WILL GIVE A FIRM PRICE.

 3. IF WE MUST ORDER MATERIAL TO FILL YOUR ORDER WE WILL GIVE A FIRM PRICE WHEN THE MATERIAL IS RECEIVED AND BILLED FROM OUR SUPPLIERS. IF OUR SUPPLIER IS ABLE TO GIVE US A FIRM PRICE AT THE TIME WE PLACE OUR ORDER WITH THEM FOR MATERIAL, WE WILL GIVE YOU A FIRM PRICE AT THE TIME.

ADDITIONAL TERMS AND CONDITIONS OF SALE RELATED TO DIES, TOOLS, ETC.

Charges for dies, tools, or gages do not convey the right to remove them from our possession.

Die, tool, gage charges to customer covers only part of the necessary tooling and fixture required for the particular work. Such tools and fixtures remain the sole property of the company and are retained in Company's possession for exclusive use in filling orders for customer. There will be no additional charge for their upkeep or replacement. However, if at any time a period of 1 year has elapsed since the receipt of any order from the customer requiring the use of such tooling. Company may thereafter make any such use or disposition of such tools and fixtures as Company deems necessary without any accounting to customer as to disposition or the proceeds thereof.