Quotation Terms and Conditions

Patriot Manufacturing
45345 Five Mile Road
Plymouth, MI 48170

PATRIOT MANUFACTURING (“Seller”) hereby quotes to the party identified on the face hereof (“Purchaser”) the opportunity to purchase the products identified (“Products”) upon the terms and conditions set forth herein:

1. ACCEPTANCE

Sales of any Products by Seller to Purchaser are expressly conditioned upon the acceptance by Purchaser of all Terms and Conditions. Any inconsistent terms contained in Purchaser’s Purchase Order are hereby rejected unless expressly accepted in writing by Seller. Purchaser acknowledges these Terms and Conditions are incorporated in and part of each quotation, purchase order, invoice, release, requisition, work order, and any other document relating to the sale of Products by Seller to Purchaser.

2. QUOTATION EXPIRATION

Written quotations are valid for a period of 30 days unless otherwise noted by Seller. Seller will have the right to withdraw any quote that has not been accepted by Purchaser within the 30 day time period.

3. PRICES AND TAXES

Prices quoted are F.O.B. Seller’s facility. Any freight charges, duty fees, tax levied on the Products (excepting Seller’s income tax obligation), use tax, VAT tax, or similar taxes, shall be paid by Purchaser and are not included in this Quotation.

4. TERMS OF PAYMENT

Unless otherwise specifically agreed in writing by Seller, the total price is due and payable to Seller, without setoff or other deductions or charges, net 30 days of Seller’s invoice. Any amount unpaid after 30 days of Seller’s invoice will bear interest at 1.5% per month compounded monthly. Buyer will pay all court costs, attorney fees, and other costs incurred by Seller in collecting past-due amounts, including interest. If shipment is delayed by Purchaser, payment will remain due in full 30 days from invoice and Seller may impose a storage fee.

5. ACCEPTANCE

Purchaser will have 7 days from the date of delivery to inspect the Products for defects and nonconformance and to notify Seller, in writing, of any defect, nonconformance, or rejection of the Products. After this period Purchaser will be deemed to have irrevocably accepted the Products. After acceptance, Purchaser will have no right to reject to the Products or revoke acceptance.

6. CANCELLATION OR CHANGE ORDERS

No orders may be withdrawn or cancelled by Purchaser. In the event of cancellation by Purchaser, Purchaser will pay to Seller on demand, all direct and indirect costs (including, without limitation, applicable stocking charges, raw material costs, cancellation charges) incurred directly or indirectly by seller in connection with the agreement, as reasonably determined by Seller.

7. TITLE AND RISK OF LOSS

Unless otherwise stated herein, title in and risk of loss for all Products sold hereunder shall pass to Purchaser upon delivery to carrier F.O.B. Seller’s facility.

8. SECURITY INTEREST

As security for payment of all amounts due to Seller, Purchaser grants Seller a security interest in all Products and/or precursor raw materials sold by Seller to Purchaser.

9. DELAY IN PERFORMANCE

Seller shall not be liable for any delay or failure in the manufacture or delivery of the Products due to any cause or condition beyond control of Seller, including, without limitation, strikes or labor shortage, fires, floods and other actions of elements, inability to secure transportation, shortage of materials or equipment, riots, civil unrest, and acts of God.

10. DISCLAIMER OF WARRANTIES

SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE PRODUCTS, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

If Products are resold Purchaser will include in its agreement for resale provisions that limit recoveries in accordance with these Terms and Conditions and in the event of Purchaser’s failure to include said provisions, will indemnify and hold harmless Seller against any liability, loss, costs, damages, or expense (including attorney fees) arising out of or resulting from that failure.

IN NO EVENT WILL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF DEFECTIVE PRODUCTS. BUYER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF BUYER, AND SELLER MAKES NO REPRESENTATION WITH RESPECT TO THEM.

Seller reserves the right to correct any typographical or clerical errors, including mathematical computation.

11.

The Agreement does not include any service in connection with installation, testing, or evaluation. Any chemical analysis, characteristics of microstructure, mechanical properties, or lab accreditation will be an additional charge. Material certifications available upon request.

12.

Purchaser will be responsible for compliance with any and all laws respecting use of the Products and will indemnify and hold harmless Seller from claims of violations of laws or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance, or operation of the Products.

13.

The agreement will be governed by the Laws of Michigan and venue shall be any court of competent jurisdiction in Michigan.