ITW Shakeproof Group Terms and Conditions

1. Acceptance: The following terms and conditions of sale are applicable to all sales of Products or Services, and all quotations, order acknowledgements, and invoices from ITW Shakeproof Group, a division of Illinois Tool Works Inc., (“Seller”) and to all Purchase Orders from Seller’s customers (“Purchasers”) and are the only terms and conditions applicable to the sale of Seller’s Products or Services, except those relating solely to prices, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, or descriptions of the products set forth in Purchaser’s Purchase Orders (collectively, “Purchase Order Terms”). Purchase Orders, if accepted by Seller, are accepted subject to the terms and conditions set forth herein. Seller hereby rejects any additional or different terms or conditions proposed by Purchaser, whether or not contained in any of Purchaser’s business forms or in Purchaser’s website, and such additional or different terms and conditions shall be void and of no effect unless specifically agreed to by Seller in writing. Purchaser’s acceptance of Products or Services (“Products or Services”) called for in said Purchase Order shall constitute its acceptance of the following terms and conditions of sale (this “Agreement”). Any changes to these terms and conditions must be in writing and signed by Seller.

2. Quotations: Quotations are only valid in writing and for 30 days from the date of the quotation unless otherwise notified. All quotations by Seller are subject to change or withdrawal without prior notice to Purchaser unless otherwise specifically stated in the quotation. Quotations are made subject to approval by Seller of Purchaser’s credit. Seller shall have no obligation to sell or deliver Products or Services covered by Seller’s quotation unless and until Seller issues an order acknowledgement form or upon the shipment of Products or commencement of Services by Seller.

3. Prices: Prices are in U.S. Dollars and are subject to change without notice. All orders are accepted subject to Seller’s price in effect at time of shipment.

4. Clerical Error. Seller reserves the right to correct all clerical errors in any quotation, order acknowledgment or invoice.

5. Terms of Payment: The inspection rights granted to Purchaser will not affect or alter the payment terms or the timing of Purchaser’s payment obligations. Under no circumstances will Purchaser have a right of set-off. Unless otherwise expressly agreed to by Seller in writing, terms of payment are 30 days net from the date of Seller’s invoice. No discount shall be allowed on transportation charges. If Purchaser fails to make any payment as required, Purchaser agrees to indemnify Seller for all costs and expenses, including reasonable attorney fees, court costs, and associated expenses incurred by Seller.

6. Credit Approval: All shipments to be made hereunder shall at all times be subject to the approval of Seller’s credit department. Seller may invoice Purchaser and recover for each shipment made pursuant to this Agreement as a separate transaction without regard to any other order or agreement with Seller, or if, in Seller’s sole judgment, the financial responsibility of Purchaser is or becomes unsatisfactory, then Seller may, at its option and without prejudice to any of its other remedies, (a) defer or decline to make any shipments hereunder except upon receipt of satisfactory security or cash payments in advance, and / or (b) terminate all Purchase Orders of Purchaser.

7. Cancellations/Returns: Purchaser shall have no right to return goods for credit, cancel or modify existing Purchase Orders, or delay acceptance of delivery except with Seller’s consent in writing and upon terms and conditions to be agreed upon which shall include protection of Seller against all loss and expense. If Purchaser repudiates the contract or notifies Seller to proceed no further therewith, Seller shall have the right to deliver all finished goods and goods in process, and Purchaser agrees to accept same and to pay Seller the contract price for all finished goods and reimbursement, including lost profits, for unfinished goods. Seller reserves the right to cancel any Purchase Order or terminate any agreement relating to the purchase of Seller’s products or services on not less than thirty (30) days notice. Any return authorized by Seller must be made in accordance with Seller’s return policies and must be accompanied by a return good authorization from Seller. Seller, in its sole discretion, may reject any return of product not approved by Seller

8. Inspection/Non – Conforming Shipments: Seller grants Purchaser the right to inspect Products for a period of fifteen (15) business days immediately following delivery (“Inspection Period”). Purchaser must notify Seller of any Products that do not conform to the terms applicable to their sale within the inspection period, and afford Seller a reasonable opportunity to inspect such Products and cure any nonconformity. If Purchaser fails to provide Seller with notice of nonconformity within the Inspection Period, Purchaser shall be deemed to have accepted the Products. Purchaser will have no right to return any Product without Seller’s prior written authorization. Any return authorized by Seller must be made in accordance with Seller’s return policies then in effect and must be accompanied by a Returned Goods Authorization (“RGA”) from Seller. Purchaser will be responsible for all costs and expenses associated with any returns of Products and will bear the risk of loss or damage of such Products, unless Seller agrees otherwise in writing or determines that the Products do not conform to the applicable terms of sale. Seller, in its sole discretion may reject any return of Product not approved by Seller in accordance with this paragraph or otherwise not returned in accordance with Seller’s then current-return policies.

9. Delivery: All products shall be shipped F.O.B. Seller’s plant and Purchaser shall pay all shipping and freight cost from such point. Product shall become the property of Purchaser upon delivery to the carrier. Seller reserves the right to ship items in a single or multiple shipments. Delivery dates are best estimates only, unless Seller has expressly guaranteed delivery by such dates at the specific request of Purchaser. In any event, Seller shall have no liability to Purchaser if delivery is delayed by strikes, labor disputes, raw material shortages, plant calamities or disasters, acts of God, government actions, civil disturbances, the failure of any presupposed condition of the contract, or other interferences beyond Seller’s reasonable control. Purchaser agrees to accept overruns or under runs on the specified quantity in an amount not to exceed 10%.

10. Damage: Any loss occasioned by damage or shrinkage in transit will be for Purchaser’s account and claims for such loss shall be made solely against the carrier.

11. Warranty: For a period of ninety (90) days, Seller warrants the Product to conform to specifications and to be free of material flaws or imperfections in workmanship and materials within such tolerances as may be customary in the industry. In the event of any breach of the foregoing warranty, the Purchasers sole remedy shall be to return the discrepant material for replacement or refund of the purchase price, at the Seller’s option. Purchaser is solely responsible for determining whether any Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of Seller’s Products, Seller is not responsible for the results or consequences of use, misuse, or application of its Products by anyone. Seller is not responsible for rust on Heat Treated parts ordered plain without rust inhibitors, from the time they leave our dock. Seller is not responsible for any rust on parts ordered plain after seven (7) days from shipment date. Seller shall have the right either to replace or repair any defective products, to refund the purchase price upon return of the products or to grant a reasonable allowance on account of such defects, and Seller’s liability and Purchaser’s exclusive remedy for defective products shall be limited solely to replacement, repair, refund or allowance as Seller may elect. Seller shall be given a reasonable opportunity to investigate all claims and no products shall be returned or debited to Seller until after inspection and approval by Seller and receipt by Purchaser of authorization or a RGA.

12. Limitation of Liability: Seller shall not be liable, and Purchaser waives all claims against Seller, for incidental, special, punitive, or consequential damages, lost profits, or commercial losses, whether or not based upon Seller’s negligence or breach of warranty or strict liability in tort or any other cause of action. Seller will not be liable to Purchaser for any loss, damage, or injury to persons or property resulting from the handling, storage, transportation, resale, or use of its Products in manufacturing processes, or in combination with other substances, or otherwise. In no event will Seller’s liability under these terms and conditions or in connection with the sale of products by Seller exceed the purchase price of the specific products or services as to which the claim is made.

13. Technical Data: All physical properties, statements and recommendations are either based on the tests or experience that Seller believes to be reliable, but they are not guaranteed.

14. Tooling: All material, equipment, and tooling required to manufacture Products covered by any Purchase Order shall remain the property of the Seller.

15. Taxes: Any taxes or charges imposed by any present or future law in connection with this sale shall be paid by the Purchaser.

16. Ownership of Intellectual Property: All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or Intellectual Property disclosed or otherwise provided to Purchaser by Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of Seller and will be kept confidential by Purchaser in accordance with these Terms and Conditions. Purchaser shall have no claim to, nor ownership interest in, any Intellectual Property and such information, in whatever form and any copies thereof, shall be promptly returned to Seller upon written request from Seller. Purchaser acknowledges that no license or rights of any sort are granted to Purchaser hereunder in respect of any Intellectual Property.

17. Confidential Information: All information furnished or made available by Seller to Purchaser in connection with the subject matter of these Terms and Conditions or of Purchaser’s Purchase Order shall be held in confidence by the Purchaser. Purchaser agrees not to use such information or disclose such information to others without Seller’s prior written consent. The obligations in this paragraph will not apply to any information which (a) at the time of disclosure was or thereafter becomes, generally available to the public by publication or otherwise through no breach by the Purchaser of any obligation herein, (b) the Purchaser can show by written records was in the Purchaser’s possession prior to disclosure by Seller, or (c) is legally made available to the Purchaser by or through a third party having no direct or indirect confidentiality obligation to Seller with respect to such information.

18. Infringement and Indemnification: (a) Except as set forth below, Seller agrees to defend, indemnify and hold the Purchaser harmless against any claims, costs, damages, liability and expenses resulting from actual patent, trademark, or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of Seller’s proprietary Product to the Purchaser as such pertains to the subject matter of these Terms and Conditions (provided that Product is not modified in any way by the Purchaser or any other party, and that the Product is used in the manner intended by Seller). If a suit or claim is brought or results in any injunction or any other order that would prevent Seller from supplying any part or Product falling under these Terms and Conditions, or if a suit or claim would, in the reasonable opinion of Seller, otherwise cause Seller to pay any third party or be unable to supply such parts or Products, Seller shall have the right, at its option, if it so chooses, to do one or more of the following: (i) secure an appropriate license to permit Seller to continue supplying said parts or Products to Purchaser; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if the Seller cannot reasonably accomplish the actions specified in subparagraphs (i) – (iii), then in Seller’s sole discretion, Seller may discontinue selling the part or Product without any further liability to Purchaser. (b) Purchaser agrees to defend, indemnify and hold Seller harmless against any claims, costs, damages, liability and expenses resulting from actual or alleged patent, trademark, or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the making, using or selling of any part or Product or using any process that is designed or specified by the Purchaser. (c) If any claim is made by a third party on the basis of which indemnification may be sought under this paragraph, the party entitled to indemnification (the “Indemnified Party”) shall give written notice of such claim to the party liable for such indemnification (the “Indemnifying Party”) promptly after the Indemnified Party has actual notice of such claim. The Indemnifying Party shall have the right to defend and/or settle such claim at its expense, provided that it does so diligently and in good faith. The Indemnified Party shall cooperate with such defense and/or settlement and shall have the right to participate in (but not to control) such defense and/or settlement at its expense. No settlement shall be entered into unless the Indemnified Party shall be released from all liability for such claim.

19. Assignment and Delegation: No assignment of any rights or interest or delegation of any obligation or duty of Purchaser under these terms and conditions, Seller’s quotation, order acknowledgement, or invoice, or Purchaser’s Purchase Order may be made without the prior written consent of Seller. Any attempted assignment or delegation will be wholly void and totally ineffective for all purposes.

20. Integration Clause: These terms and conditions, together with Seller’s quotation, order acknowledgement and invoice to a Purchase Order accepted by Seller, constitute the entire contract of sale and purchase between Seller and Purchaser with respect to the Products covered by this Agreement, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof shall be of any force or effect unless in writing and signed by the party claiming to be bound thereby.

21. Waiver: No failure of Seller to insist upon strict compliance by Purchaser with these terms and conditions or to exercise any right accruing from any default of Purchaser shall impair Seller’s rights in case Purchaser’s default continues or in case of any subsequent default by Purchaser. Waiver by Seller of any breach by Purchaser of these terms and conditions shall not be construed as a waiver of any other existing or future breach.

22. Limitation of Actions: Notwithstanding any contrary statute of limitations, any cause of action for any alleged breach of these terms and conditions by Seller shall be barred unless commenced by Purchaser within one (1) year from the accrual of such cause or action.

23. Litigation Costs: If any litigation or arbitration is commenced between Seller and Purchaser concerning any provision of this Agreement, the party prevailing in the litigation or arbitration is entitled, in addition to such other relief that is granted, to a reasonable sum as and for their attorney’s fees in such litigation or arbitration, provided that if each party prevails in part, such fees shall be allocated in such manner as the court or arbitrator shall determine to be equitable in view of the relative merits and amounts of the parties’ claims.

24. Choice of Laws: Any dispute arising out of or related to this Agreement, shall be governed by and construed according to the laws of the State of Illinois and litigated exclusively in a state or federal court located in Cook County, Illinois. The parties hereby agree to the exclusive jurisdiction and venue of such courts.

25. Jury Waiver: The parties hereto expressly release and waive any and all rights to a jury trial and consent to have any dispute heard solely by a Court of competent jurisdiction.

26. Severability: If any provision herein shall be held to be unlawful or unenforceable, the remaining provisions herein shall remain in full force and effect.