Tri-City Extrusion, Inc. Terms and Conditions

PRICING: Prices quoted are subject to acceptance within thirty (30) days. If accepted beyond that date, TCE reserves the right to re-quote within (5) business days of receipt of Purchaser acceptance. The pricing for metal is based on the previous month’s Midwest average and is subject to change based on the pricing at time of shipment.

SURCHARGES AND PREMIUMS: All orders are subject to a (DOE) Department of Energy Fuel and Energy Surcharge. Furthermore, Tri-City Extrusion, Inc. reserves the right to invoice the purchaser any additional supplier premiums or add-on costs incurred which may be received between the time of this quote and actual time of shipment. Purchaser agrees to amend the sales order acknowledgement to reflect any significant changes.

DELIVERIES: All orders are FOB, Tri-City Extrusion Inc., Bristol, TN dock unless otherwise stated in the body of the quote. We assume no responsibility or liability for any loss or damage occurring by reason of any delay, or our inability to deliver, which is caused by: fire, strikes, accidents, embargoes, material shortages, common carrier delays, insurrection, riot, acts of civil and military authorities — or acts of God or from any other cause which is unavoidable or beyond our reasonable control. If delays from such causes should occur, our delivery time shall be correspondingly extended.

ORDER ACCEPTANCE: Tri-City Extrusion, Inc. requires purchase order from Purchaser with pricing and payment terms consistent with Tri-City Extrusion, Inc.’s quote. Freight collect orders should include a freight collect account number. Purchase orders must reflect the correct information before shipments can be made.

PURCHASE ORDER CHANGES: Quantity changes requested by Purchaser cannot be processed without a new quotation and purchase order change notice being completed by both parties to this agreement. Any losses or increased costs resulting from said changes will be at the purchaser’s expense.

CANCELLATIONS/CHANGES: Orders placed cannot be cancelled, nor can deliveries of completed goods or in process components be extended beyond the original delivery date specified, except with the consent of Tri-City Extrusion, Inc.’s, and upon terms which will indemnify Tri-City Extrusion, Inc. against any and all loss.

QUALITY: Charges, credits and payment returns arising out of defects will only be allowed when notification is first made in writing and said charges, allowances, credits or return of goods is authorized in writing by Tri-City Extrusion, Inc. Tri-City Extrusion, Inc. assumes no liability for incidental or consequential damages arising out of any defects or breach of warranty. Maximum damages for any problems or defects with products purchased from Tri-City Extrusion, Inc. are agreed to be, and are limited to actual cost of the products purchased.

CLAIMS/RETURNS: Tri-City Extrusion, Inc. must be notified verbally and in writing by the Purchaser of any non-compliance claims within Seven (7) days of receipt of material

1. Purchaser may submit a claim if material supplied is not “as ordered” and
2. Purchaser may submit a claim if the material supplied does not conform to specifications. Tri-City Extrusion, Inc. reserves the right to re-inspect the material before acting on the claim. If claim is sustained, Tri-City Extrusion, Inc. reserves the right to:

• Repair or replace defective materials or
• Credit the purchaser for any such materials that are not repaired or replaced.

Should a RETURN of material to Tri-City Extrusion be deemed necessary, a Return Material Authorization (RMA) number must be obtained from Tri-City Extrusion, Inc. Customer Service Department. Product will not be accepted for return by Tri-City Extrusion, Inc. if not accompanied by a valid RMA number, which must be clearly marked on the outside of the packaging.

The Purchaser is responsible for all transportation cost if shipped common carrier. Shipments returned to Tri-City Extrusion freight collect will not be accepted unless specifically pre-authorized in the RMA. Purchaser is required to ensure that the product is appropriately packaged and shipping damages, resulting from improper packaging, will be the Purchaser’s responsibility.

Tri-City Extrusion, Inc. shall not be held liable at any time for any expenses or costs incurred by the Purchaser, including incidental and/or consequential damages, in the use of the rejected or defective materials.

TOOLING: Purchaser agrees that any dies, special machinery, tools, jigs and fixtures manufactured or purchased for the manufacturing of parts specified in this quote for which the Purchaser may have paid shall be owned exclusively by Tri-City Extrusion, Inc. and shall remain in control of Tri-City Extrusion, Inc. or its agents or sub-contractors at all times. The Purchaser acknowledges that it is paying a service charge only, which shall entitle the Purchaser to exclusive use while making current purchases from Tri-City Extrusion, Inc. This right of exclusive use is not transferable or assignable by the Purchaser and such right shall cease if the Purchaser becomes insolvent, bankrupt, makes an assignment for benefit of creditors, ceases to make purchases from Tri-City Extrusion, Inc. for a period of one year after the completion of the most recent order, or let its account become in arrears. This right of exclusive use by the Purchaser may not be used by the Purchaser in any security agreement. The Purchaser acknowledges that Tri-City Extrusion, Inc. may, at its option, dispose of or otherwise use any dies, machinery, tools, jigs or fixtures, without reference or accounting to the Purchaser if the Purchaser loses its right of exclusive use for any reason.

TOOLING REVISIONS: The Purchaser agrees to pay for changes in dies, special machinery, tools, jigs and fixtures made necessary due to requested revisions in design or specifications by Purchaser after revisions are accepted by Tri-City Extrusion, Inc. These changes may necessitate price revisions, which the Purchaser agrees to accept. The Purchaser agrees to assume all risk of damage and any loss resulting from such changes.

TOOLING MAINTENANCE: Subject to the conditions specified in paragraph 9, Tri-City Extrusion, Inc. agrees to maintain, for a period of one year after the completion of the most recent order, extrusion dies and tools in condition to furnish materials to original specifications subject to standard commercial tolerances or other tolerances mutually agreed upon.

TOLERANCES: All dimensions must be limited by a specified tolerance. When not specified by the Purchaser, it is understood that standard tolerances will be as defined in the Aluminum Standards manual published by the Aluminum Association.

RESPONSIBILITY: Tri-City Extrusion, Inc. is not responsible for Purchaser’s drawings, samples, models or tooling supplied for the purpose of this quotation that is not requested to be returned within thirty days after the execution of any order or the expiration date of this quotation.

SHIPPING TOLERANCE: Shipping tolerances are based on pounds and are as follows: orders under 2000 lbs., +/- 35%; and orders 2000 lbs. and over, +/- 10%. Delivery of quantities within these tolerances shall be considered fulfillment of the order. Any excess delivered within the above tolerances shall be accepted and paid for by the Purchaser at the rate herein quoted.

PATENTS: It is not the intention of Tri-City Extrusion, Inc. to manufacture any product, which infringes with a valid US patent. Parts to be supplied on this order are to be made by Tri-City Extrusion, Inc., strictly to dimensional specifications furnished by the Purchaser. It is agreed that the Purchaser will defend and save harmless Tri-City Extrusion, Inc. from any and all expense involved in defending against any claims for damages from infringements of a letter patent resulting from parts either as such, or as parts or units of complete products.

INDEMNIFICATION: There are no representations, warranties or conditions expressed or implied, statutory or otherwise, except those herein contained and no agreement, collateral hereto, shall be binding upon either party unless reduced to writing hereon or attached hereto and signed by an authorized agent of Purchaser and accepted by an authorized officer of Tri-City Extrusion, Inc.

PAYMENT: Tri-City Extrusion, Inc. terms are Net 30 Days based solely upon the date of the invoice. Exceptions allowed only when authorized in writing, by Tri-City Extrusion, Inc. Contingent upon credit approval, alternate payment arrangements may be required.

SELLER’S WARRANTY: Tri-City Extrusion, Inc. warrants that the material and workmanship of extrusions manufactured by Tri-City Extrusion, Inc. will be free from defects in material and workmanship at the time of shipment.
TRI-CITY EXTRUSION, INC. MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, and INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABLITY AND FITNESS FOR A PARTICULAR PURPOSE with respect to products purchased.

No verbal agreement or other understanding which attempts in any way to modify the conditions of this contract resulting from the acceptance of Tri-City Extrusion, Inc.’s quotation will be binding upon the Tri-City Extrusion, Inc., unless the same is reduced to writing and signed by an authorized Officer of Tri-City Extrusion, Inc.

Any contract arising out of the making and acceptance of a Tri-City Extrusion, Inc. quotation shall be deemed to have been made in the State of Tennessee, and shall be construed according to the laws of the State of Tennessee.

Rev 10/08 vj