TERMS AND CONDITIONS

TERMS AND CONDITIONS OF QUOTATION

1. Agreement. This offer by Endicott Machine & Tool Co., Inc. (EMT) to sell the products and/or services described herein is expressly conditioned upon customer’s accepting these terms and conditions.

2. Terms. Net 30 Days, FOB our plant, Endicott, New York.

3. Validity. Unless otherwise specified, this Quotation is valid for 30 days.

4. Delivery, Claims And Delays. Customer shall bear all risk of loss or damage in transit. Claims for errors in delivery must be made in writing to EMT within ten (10) days from date items are delivered. Failure to give such notice shall constitute customer’s unqualified acceptance of delivery and waiver of any such claims. A variation of ten percent (10%) or less in the quantity ordered by customer shall constitute acceptable delivery. Delivery dates are made in good faith, based on current business conditions and EMT shall not be liable for any damage resulting from delay in delivery for any cause beyond EMT’s control, including, without limitation, an act of God, act of the customer, flood, fire, accident, production problems, delay in transportation, inability to obtain necessary materials, power or machine failures and tool breakage.

5. Cancellations. If customer cancels order, EMT will impose a reasonable cancellation charge without obligation to provide the customer with cost breakdown or an audit of EMT’s records.

6. Confidential Information. All tool designs, manufacturing methods, all technical processes and all job records are confidential and proprietary to EMT.

7. Consigned Items. When customer will consign items for the above part, EMT must receive the full order quantity at one time or else an extra charge will be computed for order.

8. Limited Warranty. No warranties are made or will be deemed to have been made by EMT except the following limited warranty: EMT warrants that the products manufactured for customer shall be built in a workmanlike manner and of sound material. Any product proven to be defective in material or workmanship within thirty (30) days after shipment will be repaired or replaced at EMT’s option or an allowance or credit will be given but EMT’s responsibility shall not exceed the price paid to EMT by customer for the defective product. This warranty is not assignable or transferable by the customer. This warranty shall not extend to any third-party.

THE FOREGOING LIMITED WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES EXPRESS OR IMPLIED BY LAW, EQUITY, CONTRACT, CUSTOM, USAGE, OR COURSE OF DEALING, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EMT SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON FOR LOSSES, DAMAGES (CONSEQUENTIAL OR OTHERWISE), DELAYS, LABOR COSTS OR EXPENSES DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF THE PRODUCT. THIS LIMITED WARRANTY SHALL BE VOID IF CUSTOMER MODIFIES, REPAIRS OR IN ANY WAY ALTERS THE PRODUCT WITHOUT THE PRIOR WRITTEN CONSENT OF EMT.

9. Patents, Copyrights, Approval. EMT does not warrant or represent that any product or service provided by EMT may be patentable or copyrightable. Customer shall review and approve all drawings, specifications and prototypes prepared by EMT for customer (collectively referred to as “design work”). This approval

represents to EMT that no design work or product produced for the customer by EMT infringes upon any patent, copyright, or trade secret. Customer

acknowledges that EMT is relying upon customer’s representations and approval and that EMT has not made, and has no obligation to make any independent

inquiry or investigation.

10. Indemnity. Customer agrees, at no expense to EMT, to indemnify, defend, and hold EMT, its officers, directors, agents or employees harmless from any and all claims, damages, fines, taxes, costs, liability or expenses (including compensatory damages, punitive damages, reasonable attorney fees and all other

defense costs), as the result of any claim asserted against EMT, its officers, directors, agents or employees actually or allegedly arising out of any products or

services furnished hereunder by EMT or out of any products manufactured or sold by customer, including, without limitation, any claim arising in whole or in

part out of EMT’s own negligence. This obligation of customer to indemnify, defend and hold EMT harmless, includes without limitation claims for personal

injury, property damage and wrongful death resulting from any alleged dangerous condition or defect in any product or service sold by EMT to customer, and

any claim of infringement by EMT of any patent, copyright, or trade secret relating to any design work or to any products made by EMT for customer.

11. Tool Up Charge. Tooling made to produce a customer part remains the property of and must be insured by customer against fire, flood or other catastrophic destruction or damage. Tooling is non-withdrawable since the tool up price quoted to customer represents only a portion of EMT’s cost of setting up its plant to

produce and reproduce customer’s part to its specifications which cost includes: tool engineering, methods engineering, tool design, tool storage, actual tool

making costs that exceed price paid by customer and cost for major repairs or complete tool rebuilding absorbed by EMT.

12. Price Revisions. Prices quoted are based on minimum ship quantities or shipping full order quantities at one time. — When customer wants orders shipped sooner than delivery date EMT committed, a special fee of 1-1/2 times the piece price will apply. — Any hold ups to our production caused by customer will

result in a special charge to compensate for idle machine time while waiting for customer start up instructions. — Extra charge will be made for pre-production

samples. — Pricing is subject to increase due to additional insurance and security costs related to parts we make for customer.

13. Verbal Quotations. These Terms and Conditions also apply to any verbal quotations made to customers for repeat orders.