STUART TOOL & DIE, INC.

TERMS AND CONDITIONS OF SALE AGREEMENT

  1. Acceptance

Stuart Tool & Die, Inc. (Stuart) has offered to sell the customer specific equipment (the Goods) expressly conditioned upon these terms and conditions. This offer is hereinafter referred to as the “Quotation”. Any purchase order or other form of acceptance issued by the Buyer in response to Stuart’s Quotation shall result in a contract (The Contract) for the purchase of the Goods at the price quoted in the Quotation, and subject to these terms and conditions. Stuart does not accept any terms contained in any purchase order or other document which conflict with, modify and/or add to these terms and conditions. Stuart’s execution of any document issued by the Buyer shall constitute only acknowledgement of receipt thereof, it shall not be construed as an acceptance of any terms therein. Where Buyer specifically objects to any of these terms and conditions, no contract shall exist unless and until Stuart agrees to accept in writing Buyer’s proposed modifications to these terms and conditions

  1. Entire Agreement

This contract, including the Quotation and these terms and conditions, shall constitute the entire understanding and agreement between Buyer and Stuart and any representation, promise, course of dealing, course of performance, or customer trade usage which is not specifically included in the Contract will not be binding upon either party. The Contract may not be amended or modified except by writing executed by both parties.

  1. Taxes

Buyer shall be responsible for, and shall pay, any taxes (sales, excise, use, etc.) and any export or import duties which may be applicable to the sale.

  1. Payment

Unless otherwise specified by Stuart in the Quotation, the Buyer shall pay the purchase price within thirty (30) days from the date of shipment. If delivery or shipment is delayed by Buyer, payment shall be due thirty (30) days from the date Stuart notifies Buyer that goods are ready for shipment. A late charge of one and one-half percent (1-1/2%) per month (but not in excess of the lawful maximum) will be imposed on all balances, prorated on a daily basis for each day that the payment is due.

  1. New York Law Applicable

This contract shall be governed by the laws of the State of New York.

  1. Delivery
    1. Date

Any delivery date stated in the contract is approximate only and does not constitute any guarantee of delivery on any particular date. Time is not of the essence of the contract.

    1. Shipment of Goods

Unless otherwise expressly specified in the Quotation, Stuart shall arrange for shipment and the Goods and Buyer shall be solely responsible for the cost of shipment.

    1. Delays

Stuart shall not be responsible to Buyer or any third party for any damage resulting from any failure or delay in manufacturing or shipping due to any cause beyond Stuart’s reasonable control, including, but not limited to, 1) intervening legal requirements or governmental directives; 2) acts of God; 3) force majeure; 4) labor disputes; 5) delays caused by Stuart suppliers or vendors; 6) war, terrorism or similar disruptions. If shipment is delayed by Buyer, Stuart shall arrange for storage at Buyer’s sole expense. In such event, risk of loss of the goods shall pass to Buyer upon Placing the goods in storage, unless risk of loss has already passed to Buyer.

  1. Limitation of Liability

Notwithstanding any other provision of this Contract, the total liability of Stuart to Buyer shall be limited to direct damages, not to exceed the value of the amount paid to Stuart. This limitation of liability applies to all liability arising from Stuart’s activities and obligations related to the Contract including, but not limited to, duty arising in contract, warranty, statute and tort (whether such occurrence arises out of Stuart’s negligence or breach of any standard of strict liability). IN NO EVENT WILL STUART BE LIABLE TO BUYER FOR ANY LOST PROFITS, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. These limitations will survive the contract.

  1. Termination for Default

Stuart may terminate this contract if Buyer: 1) becomes insolvent; 2) is unable to meet its obligations as they become due or admits such in writing; 3) enters bankruptcy or has a receiver or trustee appointed for it; 4) fails to timely make payments under this contract or under any other obligation of Buyer to Stuart; or 5) fails to provide Stuart with financial documents and other information to establish in Stuart’s sole judgment that Buyer can perform as agreed under this contract. Said information shall be provided within (7) days of Stuart’s written demand to the Buyer. In the case of such a termination, Buyer shall be considered to have defaulted under this contract and Stuart shall have such remedies as are available to it under this contract and/or at law.

  1. Other Provisions
    1. Waiver

The waiver of any right or default in any one instance shall not be deemed a waiver of any future right to enforce this contract.

    1. Assignment

This contract may not be assigned by Buyer without the written consent of Stuart.

    1. Severability

If any provision of this contract is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect.

    1. Safety Devices, Risks and Damages

Buyer assumes all responsibility for the safe operation of the goods. Buyer shall provide all signage, warning labels, safety devices, guarding, shielding and other measures as may be necessary and/or appropriate, or which are required by federal, state or local laws and regulations, for the safe operation of the goods.

    1. No License or Sale of Intellectual Property

The sale of the goods does not grant to, convey to or confer upon Buyer a license or any other rights, express or implied, under any patent, copyright or other intellectual property right of Stuart encompassed within, covering or relating to the goods.

    1. Recovery of Expenses

Stuart shall be entitled to recover from Buyer, if the Buyer cancels the Contract(s) or places the Contract(s) on hold for more than (60) calendar days, all costs and expenses (including, but not limited to, reasonable attorney’s fees) which are incurred by Stuart in enforcing its rights under this Contract, including, but not limited to, the recovery of any amounts owed by Buyer to Stuart under this Contract. All Contracts placed on hold (or canceled) for more than (60) calendar day will require a new Contract.

    1. No Third Party Beneficiaries

There are no third party beneficiaries with respect to this Contract, including (but not limited to) any customers of the Buyer or any affiliates of the Buyer.