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Terms and Conditions of Sale

The following terms and conditions of sale ("Terms and Conditions") shall apply to any sale of goods and services by Coil Design Corporation ("Seller"). Purchaser shall be deemed to have full knowledge of the Terms and Conditions. The Terms and Conditions shall be binding provided that Purchaser does not provide Seller with written notification of objections within five (5) business days from the date of purchase order entry.

Terms of Sales

In the event of any conflict or inconsistency, written or oral, between Seller's Terms and Conditions and the terms and conditions in Purchaser's order or any other document, Seller's Terms and Conditions shall prevail. No alterations or modifications will be binding unless submitted in writing and signed by an authorized representative of Seller.

Quotations

All quotes, unless otherwise specified, are subject to acceptance by Purchaser within thirty (30) days from date of quotation. Unless otherwise stated, all prices are FOB factory and are subject to change by Seller, with or without notice. Where expressly stated in the quote, surcharges may be added to the invoice to cover material price changes for copper, aluminum and steel. Prices do not include any applicable taxes imposed by any taxing authority and may be added to the invoice or reimbursed to the Seller upon written notice. Purchaser shall be responsible for all such taxes.

Transportation and Delivery

Transportation will be at Purchaser's expense. Seller's quotation will specify whether the purchased goods will ship Freight Collect or transportation costs are included in the quote (Freight Allowed). Shipping dates are estimates and are not guaranteed. Seller shall not be liable for any delays, loss or damage in transit. For coils ordered on a repeat basis, where release quantities are greater than or equal to 25 coils, Seller reserves the right to ship +/- 2% of requested quantity or 1 coil, whichever is greater where fractional numbers will be rounded up to the nearest whole number.

Terms of Payment

Terms of payment are subject to approval from Seller's credit department and may include cash in advance of production, cash in advance of shipment or payable within (30) days of invoice date. Normal terms are Net (30) days of invoice date. Payments shall be made consistent with the terms of payment offered to Purchaser. Should payment not be made when due, Seller reserves the right to charge Purchaser interest on overdue payments at a rate of 1.5% per month. Seller shall be entitled to suspend the delivery of any order if Purchase fails to pay any amounts when due.

Seller reserves the right to charge purchaser for incurred expenses including labor, materials, overhead, cancellation charges from suppliers (effectively any and all expenses) and reasonable profit. Purchaser shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller.

Cancellations/Changes

Orders accepted by Seller are not subject to changes or cancellations by Purchaser except upon Seller's written consent. Seller reserves the right to change engineering specifications and internal manufacturing processes without incurring obligation to Purchaser.

Returned Goods

Purchaser shall inspect the goods within ten (10) days of receipt ("Inspection Period"). Purchaser will be deemed to have accepted the goods unless it notifies Seller during the Inspection Period of any nonconforming goods and reasonably furnishes written evidence or other documentation required by Seller. All sales of goods to Purchaser are made on a one-way basis and no goods may be returned to Seller without permission. All returns must include a return authorization number. Goods returned without proper authorization will be at Purchaser's expense and risk. Purchaser acknowledges and agrees that the remedies set forth in this section are Purchaser's exclusive remedies for the delivery of nonconforming goods.

Damages or Shortages in Shipment

Seller's responsibility for the goods ceases upon delivery to the carrier, except for obligations covered under Seller's Warranty, below. In the event of loss or damage incurred during shipment, Purchaser's claim shall be against the carrier only.

Warranty

Seller warrants that the goods will be free against defects in materials and workmanship for a period of twelve (12) months from the date of shipment provided the goods are stored and handled properly prior to being put into service, provided the goods are installed correctly and provided the goods are subjected to normal use and service. Alteration of the goods by anyone other than Seller or its authorized representative voids Seller's warranty responsibility. The obligation under this warranty is limited to the repair or replacement, at Seller's option, of the goods (or defective part). Notification of the defect must be received by Seller within the warranty period. This warranty extends only to the original Purchaser. Back charges, penalties, labor costs and shipping charges are expressly excluded from this warranty. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, SELLER MAKES NO WARRANTY WITH RESPECT TO THE GOODS. ALL OTHER WARRANTIES, LEGAL, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR THE INTENDED USE THEREOF OR AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ARE HEREBY EXPRESSLY EXCLUDED.

Limitation of Liability

IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.
Seller shall not be liable for and shall be held harmless by Purchaser from any damages, losses or claims arising out of or in connection with or resulting from the sale of the goods. This includes the handling, installation, repair, use or operation of the goods. Should any goods be manufactured to meet Purchaser's specifications and are not part of Seller's standard product offering or manufacturing practice, Purchaser agrees to indemnify Seller from any and all damages and claims, including patent infringement. Purchaser also agrees to cover all costs and expenses associated with the manufacture, sale and use of aforementioned goods, incurred by Seller.

Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

The Agreement

An acceptance and official order acknowledgement from Seller of Purchaser's order and these Terms and Conditions comprise the entire agreement (collectively, the "Agreement") between the parties, and shall supersede all previous quotations and agreements. All matters arising out of or relating to this Agreement are governed by and construed with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provisions. If any term or provision of this Agreement is invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof.