Customer Terms and Conditions

1. ACCEPTANCE OF ORDERS: All orders are subject to written acceptance by the Supplier. Any terms or conditions provided by the Customer that conflict with these terms are excluded unless explicitly agreed upon in writing by the Supplier.

2. PRICING AND PAYMENT: Prices are as quoted and valid for 30 days from the date of quotation. Payment terms are 30 from the date of invoice unless otherwise agreed. Late payments are subject to a 5% monthly late fee.

3. LEAD TIME AND DELIVERY: Lead times are estimated and may vary due to material availability or other factors. Delivery terms are FOB Supplier’s Facility, and the Customer assumes responsibility for shipping costs unless otherwise stated. The Supplier is not liable for delays due to causes beyond its control.

4. QUALITY AND INSPECTION: The Supplier warrants that the Products meet the specifications provided by the Customer at the time of order. The Customer must inspect Products upon receipt and notify the Supplier of any defects or non-conformance within 10 business days. Failure by Customer to give timely notice as per above shall constitute a waiver by the Customer of all claims in respect of such products. The Supplier may allow additional time for Customer inspection of Products on a case by case basis.

5. PACKING: All prices listed provide for packing in accordance with the Supplier’s standard specifications. Returnable packaging is the responsibility of the Customer and the Customer shall pay the cost of new or replacement returnable packaging.

6. TOOLING AND INTELLECTUAL PROPERTY: All tooling, fixtures, and other equipment made for production including processing methods remain the property of the Supplier unless otherwise agreed in writing. The Customer retains ownership of any intellectual property provided to the Supplier.

7. LIABILITY AND WARRANTY: The Supplier’s liability is limited to repair, replacement, or refund of non-conforming Products. The Supplier is not liable for indirect, incidental, or consequential damages, including but not limited to loss of profits or business. SUPPLIER MAKES NO WARRANTIES OF MERCHANTABILTY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ANY OTHER EXPRESS OR IMPLIED WARRANTY. When Supplier performs work on Customer-supplied materials, the Supplier’s liability is limited to the cost to perform quoted services and not responsible for the cost of the supplied material. The Customer assumes all risks associated with the use of their supplied materials.

8. ORDER CANCELLATION: Cancellation of orders can be made only with written consent of Supplier. Customer shall be liable for the purchase price of all completed products, the cost in connection with all works in progress, materials and supplies for which commitments have been made by Supplier and all costs and expenses incurred by the Supplier in connection with Customer’s cancellation. Invoices covering these costs shall be due and payable immediately upon Supplier’s acceptance of cancellation.

9. CONFIDENTIALITY: Both parties agree to protect and not disclose any confidential information exchanged during the course of the agreement.

10. ENTIRE AGREEMENT: These terms constitute the entire agreement between the Supplier and the Customer and supersede any prior agreements or understandings. Amendments to these terms must be made in writing and signed by both parties and all interpretations of the transaction between the parties shall be governed by the laws of the State of Ohio. All clerical errors in Supplier’s quotations, acknowledgments and invoices are subject to correction.