TERMS AND CONDITIONS OF SALE

Each quotation, invoice, order acknowledgment, or order confirmation issued by Tech Tooling LLC (“Tech Tooling”) for the manufacture of plastic products, assembled products (collectively, “Products”), molds, dies, or tooling (collectively, “Molds”), or any other contracted services (collectively, “Services”), is expressly subject to these Terms and Conditions. The purchaser identified on the applicable quotation, invoice, purchase order, or confirmation is referred to herein as the “Buyer.”

Acceptance of any quotation, placement of any purchase order, acceptance of delivery, or payment for any Products, Molds, or Services constitutes Buyer’s acceptance of these Terms and Conditions.

1. Quotations and Acceptance

All quotations issued by Tech Tooling are valid for thirty (30) days from the date of issuance unless otherwise stated in writing. After that period, quotations automatically expire and may be withdrawn or revised without notice.

A quotation is not a binding offer. Tech Tooling reserves the right to modify, withdraw, or revoke any quotation at any time prior to its written acceptance by Tech Tooling. Typographical, clerical, and mathematical errors are subject to correction.

Quoted prices are based on the quantities specified in the quotation and assume a single production run and shipment to one destination unless otherwise stated.

Buyer’s acceptance is expressly limited to the terms contained in Tech Tooling’s quotation. Any additional or different terms contained in Buyer’s purchase order or other documents are expressly rejected and shall constitute a counteroffer requiring Tech Tooling’s written acceptance by an authorized representative.

A Buyer’s purchase order shall not constitute acceptance by Tech Tooling. No order shall become binding until Tech Tooling issues a written order acknowledgment or order confirmation.

Tech Tooling reserves the right, in its sole discretion, to reject or cancel any order for any reason, including product availability, pricing errors, credit concerns, suspected fraud, or inaccurate information. Tech Tooling may require additional information before accepting an order.

2. Payment Terms

Products (Parts)

Unless otherwise agreed to in writing, all Products require payment equal to one hundred percent (100%) of the Purchase Order value, due Net 15 days from Tech Tooling’s receipt of Buyer’s Purchase Order.

Tooling (Molds)

Tooling orders require a deposit equal to fifty percent (50%) of the quoted price with Buyer’s Purchase Order.

The remaining fifty percent (50%) shall become due immediately upon Buyer’s approval of samples.

If Buyer requests design revisions after work has commenced, Buyer shall pay the full balance due on the original Mold as though completed and approved. Any requested revision shall be quoted separately, and work on the revision shall not begin until Buyer accepts the quotation and satisfies the applicable payment requirements.

Late Payments

Past-due balances shall accrue interest at the lesser of 1.5% per month (18% annually) upon the unpaid portion of the invoice.If Buyer fails to make any payment when due, Tech Tooling may, without incurring any liability to Buyer or any third party and in addition to any other rights or remedies available under this Agreement or applicable law, (a) suspend or postpone procurement, production, shipment, deliveries, or any further performance until all past due amounts, together with any applicable interest, have been paid in full; (b) declare all work performed and Products manufactured to date immediately due and payable, together with any applicable interest on all outstanding amounts; (c) require payment in full prior to any further production, shipment, or delivery of Products; and/or (d) require Buyer to provide a bond, letter of credit, or other security reasonably acceptable to Tech Tooling to guarantee Buyer's payment obligations.

If action or suit is brought by Tech Tooling to collect any amount due or owed under any past due bill, Buyer agrees to pay all costs of collection, including reasonable attorney’s fees.

3. Shipping, Delivery and Risk of Loss

Unless otherwise agreed in writing by an authorized officer at Tech Tooling, all shipments are EXW (Ex Works) Tech Tooling’s dock.

Risk of loss and possession pass to Buyer upon delivery of Products or Molds to the carrier at Tech Tooling’s shipping dock.

Delivery shall be deemed to be completed when Tech Tooling informs Buyer in writing that the Goods are ready for shipment and can be picked up at Tech Tooling’s dock, upon which time the risk to the Goods shall pass to Buyer.

Unless Buyer provides written shipping instructions, Tech Tooling may select the carrier and shipping method in its reasonable discretion.

Shipping charges are not intended to guarantee delivery at or to destination.

Buyer is responsible for all freight charges, insurance, customs charges, duties, and any additional transportation costs associated with Buyer’s requested shipping methods.

Buyer shall be solely responsible for filing any freight claims for loss or damage occurring after shipment.

Shipment dates are estimates only and are not guaranteed. Tech Tooling may make partial shipments and invoice each shipment separately.

If Buyer requests delayed shipment after Products have been completed, Tech Tooling may invoice Buyer according to the payment terms set forth in Section 2 and assess reasonable storage charges until shipment occurs.

If Buyer defaults in payment or Tech Tooling reasonably determines Buyer’s credit has become impaired, Tech Tooling may suspend production, withhold shipments, reclaim goods where permitted by law, or exercise any remedies available under the Uniform Commercial Code or other applicable law.

4. Force Majeure

Tech Tooling shall not be liable for delays, interruptions, or failure to perform resulting from events beyond its reasonable control, including but not limited to:

· acts of God;

· fire, flood, storms, earthquakes or other natural disasters;

· war, terrorism, civil unrest or governmental action;

· labor disputes or shortages;

· shortages of materials, components, utilities or transportation;

· pandemics, epidemics or public health emergencies; or

· any other circumstance beyond Tech Tooling’s reasonable control.

During any such event, Tech Tooling’s obligations shall be suspended for the duration of the delay without liability.

5. Delayed Acceptance and Storage

If Buyer delays shipment or refuses delivery after Products or Molds are completed, Buyer shall be responsible for all resulting storage, warehousing, insurance, transportation, demurrage, and related costs.

Tech Tooling shall also be entitled to invoice Buyer for, and Buyer shall pay upon its receipt of such invoice, a storage charge of $500 per year, or any portion thereof, for each mold or product of Buyer in Tech Tooling’s possession which has not been operated or used by Tech Tooling for one (1) year or more. If any storage charge is not timely paid, Tech Tooling may, without any notice, take all action permitted under applicable law with respect to such Mold, or may abandon or scrap same.

6. Quantities, Weights and Packaging

All quantities, dimensions, and weights provided by Tech Tooling are deemed to be approximate and Tech Tooling shall be deemed to be in full compliance with any quantity or weight specification if Tech Tooling ships Products or Molds or provides Services at a quantity or weight of not more or less than ten percent (10%) of that specification.

All packaging will be in accordance with Tech Tooling’s standard practices for domestic shipments unless Buyer specifies alternative packaging requirements, in which case Buyer shall bear any additional cost.

7. Taxes

Price for Products, Molds, and Services are exclusive of all city, state, and federal excise taxes, including without limitation, taxes on manufacture, sale, receipts, gross income, occupation, use and similar taxes. Any applicable taxes will be added to Tech Tooling’s invoice as a separate charge to be paid by the Buyer pursuant to Section 2.

8. Materials and Supply Conditions

All quotations and order confirmations are subject to the continued availability of raw materials, purchased components, utilities, and other supplies necessary for production.

Production schedules and delivery dates are also subject to manufacturing capacity, supplier availability, labor conditions, governmental regulations, transportation availability, and other factors outside Tech Tooling’s reasonable control.

Unless otherwise agreed in writing, all materials supplied by Tech Tooling shall conform to Tech Tooling’s standard tolerances for variation.

All price quotes and confirmations for the manufacture or assembly of products using a mold or tooling provided by Buyer are subject to adjustment at Tech Tooling’s request after Tech Tooling has had reasonable opportunity to evaluate the mold in operation.

If Buyer does not agree to Tech Tooling’s adjustment, then Buyer or Tech Tooling may terminate such order.

9. Credit Approval and Financial Condition

All orders are subject to Tech Tooling’s continuing approval of Buyer’s creditworthiness.

If, at any time, Tech Tooling reasonably determines that Buyer’s financial condition no longer justifies the agreed payment terms, Tech Tooling may, without liability:

· require full or partial payment in advance;

· require additional security or assurances of payment;

· suspend production or shipment;

· cancel any unfulfilled portion of an order.

If Buyer becomes insolvent, files or has filed against it any bankruptcy or insolvency proceeding, makes an assignment for the benefit of creditors, enters receivership, or ceases business operations, Tech Tooling may immediately cancel all outstanding orders.

Buyer shall remain responsible for payment of all Products completed, work in process, materials purchased, engineering work performed, and all reasonable cancellation charges.

10. Buyer-Owned Molds and Tooling

Any Mold, Die, Fixture, or Tooling supplied by Buyer shall remain at Buyer’s sole risk while in Tech Tooling’s possession.

Although Tech Tooling will exercise reasonable care in storing and handling Buyer-owned tooling, Tech Tooling shall not be liable for loss, theft, deterioration, normal wear, corrosion, accidental damage, or destruction except to the extent caused by Tech Tooling’s gross negligence or willful misconduct.

Tech Tooling is not obligated to insure Buyer-owned tooling.

Tech Tooling will maintain Buyer-owned Molds in operable condition during their normal productive life while actively used in production. Tech Tooling has no obligation to maintain inactive Molds beyond one (1) year following the last production run.

If Buyer requests return of a Mold that incorporates engineering modifications, repairs, fixtures, inserts, or proprietary tooling developed or furnished by Tech Tooling, Buyer shall reimburse Tech Tooling for the value of such engineering and tooling improvements before release.

If Tech Tooling determines, in its reasonable judgment, that any portion of such tooling contains proprietary manufacturing methods, confidential designs, trade secrets, or other intellectual property belonging to Tech Tooling, Tech Tooling reserves the right, at its option, to retain such proprietary components and refund Buyer the purchase price previously paid for the Mold rather than deliver possession thereof to the Buyer.

11. Returns, Claims, and Limited Remedy

No Products or Molds may be returned without Tech Tooling’s prior written authorization.

Only standard Products that remain unused, are in current production, and were invoiced within the preceding ninety (90) days may be considered for return.

Tech Tooling will not have any liability for any defective Products or Goods unless written notice claiming such defect is received by Tech Tooling within thirty (30) days after Tech Tooling’s shipment of same, and in any case, Tech Tooling’s liability shall not exceed, at the option of Tech Tooling, either replacement products, or a monetary credit for the purchase paid price.

Authorized returns may be subject to:

· a minimum twenty-five percent (25%) restocking charge;

· all transportation costs;

· inspection and reconditioning charges, if applicable.

Custom Products, Custom Tooling, and made-to-order Molds are not subject to return for credit under any circumstances.

Under no circumstances shall Tech Tooling be liable for removal costs, installation costs, production downtime, recall expenses, lost profits, or any indirect, incidental, consequential, exemplary, or punitive damages.

12. Quantity Verification

Buyer shall inspect each shipment upon receipt.

Any claim regarding shortages, overages, incorrect quantities, incorrect weights, or counting discrepancies must be submitted in writing within fifteen (15) days after shipment.

Failure to notify Tech Tooling within that period shall constitute Buyer’s acceptance of the shipment as complete and accurate.

13. Buyer Specifications

Buyer is solely responsible for the accuracy, completeness, legality, and suitability of all drawings, designs, dimensions, specifications, materials, instructions, and other information (“Specifications”) provided to Tech Tooling.

Tech Tooling shall be entitled to rely upon Buyer’s Specifications without independent verification.

Tech Tooling shall not be responsible for, and Buyer releases Tech Tooling from, any claim, loss, damage, delay, defect, or expense arising from:

· inaccurate or incomplete Specifications;

· design defects supplied by Buyer;

· material selections specified by Buyer;

· manufacturing performed in accordance with Buyer’s Specifications; or

· Buyer’s failure to provide current or complete information.

Buyer assumes full responsibility for determining that the Products are suitable for Buyer’s intended application.

14. Engineering Changes

No change to any accepted quotation, purchase order, drawings, specifications, materials, production requirements, delivery schedule, or design shall be binding unless approved in writing by Tech Tooling.

If any approved change increases Tech Tooling’s costs or affects production time, delivery schedules, labor requirements, tooling, engineering, materials, or manufacturing processes, Tech Tooling shall be entitled to an equitable adjustment in price and delivery.

If work has already commenced when Buyer requests a change, Buyer shall reimburse Tech Tooling for:

· all completed work;

· work in process;

· engineering services;

· purchased materials;

· non-cancelable supplier commitments; and

· any additional costs reasonably incurred as a result of the requested change.

15. Order Cancellation

Once Tech Tooling has accepted an order, purchased materials, began engineering, commenced production, or otherwise incurred costs in reliance upon Buyer’s order, Buyer may not cancel the order without Tech Tooling’s prior written consent.

If Tech Tooling agrees to a cancellation, Buyer shall reimburse Tech Tooling for all costs incurred through the effective cancellation date, including but not limited to:

· engineering and design work;

· tooling costs;

· completed Products;

· work in process;

· raw materials;

· purchased components;

· non-cancelable supplier commitments;

· labor;

· storage;

· reasonable overhead and administrative expenses.

Cancellation shall not become effective until all applicable cancellation charges have been paid.

16. Limited Warranty

Except as expressly stated herein, Tech Tooling makes no warranties whatsoever, whether express, implied, or otherwise.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TECH TOOLING EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF:

· SUITABILITY;

· DURABILITY;

· FITNESS FOR A PARTICULAR PURPOSE;

· MERCHANTABILITY;

· CONDITION OR QUALITY OF ANY PRODUCT OR MOLD AND/OR SERVICES

Tech Tooling warrants only that, at the time of shipment, Products manufactured by Tech Tooling will substantially conform to the written Specifications approved by Buyer, subject to normal manufacturing tolerances.

This limited warranty does not apply to defects resulting from:

· Buyer-furnished designs or Specifications;

· improper storage, installation, handling, maintenance, or use;

· modification by Buyer or any third party;

· normal wear and tear;

· misuse or abuse; or

· applications for which the Products were not designed.

17. Indemnification; Limitation of Liability

Buyer shall defend, indemnify, and hold harmless Tech Tooling, its members, managers, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, damages, liabilities, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

· Buyer’s Specifications;

· Buyer’s design of any Product;

· Buyer’s manufacture, marketing, sale, distribution, or use of any Product;

· any actual or alleged infringement of intellectual property resulting from compliance with Buyer’s Specifications;

· any modification of Products after delivery;

· any misuse of Products; or

· any breach of these Terms and Conditions by Buyer.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TECH TOOLING SHALL NOT BE LIABLE FOR ANY:

· INDIRECT DAMAGES;

· INCIDENTAL DAMAGES;

· SPECIAL DAMAGES;

· CONSEQUENTIAL DAMAGES;

· EXEMPLARY DAMAGES;

· PUNITIVE DAMAGES;

· LOSS OF PROFITS;

· LOSS OF REVENUE;

· LOSS OF PRODUCTION;

· LOSS OF GOODWILL;

· BUSINESS INTERRUPTION; OR

· RECALL EXPENSES,

WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

TECH TOOLING’S TOTAL CUMULATIVE LIABILITY ARISING FROM ANY ORDER SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

The limitations contained herein shall survive termination of the parties’ agreement.

18. Entire Agreement

These Terms and Conditions, together with Tech Tooling’s accepted quotation, order acknowledgment, or written confirmation, constitute the entire agreement between the parties regarding the applicable transaction.

They supersede all prior negotiations, proposals, discussions, understandings, representations, and agreements, whether oral or written.

No purchase order, acknowledgment, or other document submitted by Buyer shall modify these Terms and Conditions unless expressly agreed to in writing by an authorized representative of Tech Tooling.

19. Governing Law and Venue

These Terms and Conditions, and every quotation, purchase order, order acknowledgment, invoice, confirmation, and transaction between Tech Tooling and Buyer, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

Buyer irrevocably agrees that any legal action or proceeding arising out of or relating to these Terms and Conditions or any transaction between the parties shall be brought exclusively in the state or federal courts located in the State of Florida. Buyer consents to the jurisdiction and venue of such courts and waives any objection based upon inconvenient forum or lack of personal jurisdiction.

20. Amendments and Waivers

No amendment, modification, waiver, or discharge of these Terms and Conditions shall be valid unless it is in writing and signed by an authorized representative of Tech Tooling.

No waiver of any breach shall constitute a waiver of any prior, concurrent, or subsequent breach. Failure by Tech Tooling to enforce any provision or exercise any right shall not constitute a waiver of that provision or right.

21. Acceptance

Buyer acknowledges that it has carefully reviewed these Terms and Conditions and has had the opportunity to ask questions or seek independent legal advice before entering into any transaction with Tech Tooling.

By submitting a Purchase Order, accepting delivery of Products or Services, making payment, or otherwise conducting business with Tech Tooling, Buyer agrees to be bound by these Terms and Conditions.

22. Interpretation

Unless the context clearly requires otherwise:

· words in the singular include the plural, and vice versa;

· words importing one gender include all genders;

· the words “including” and “include” mean “including without limitation”;

· headings are for convenience only and shall not affect interpretation.

23. Severability

If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified only to the extent necessary to make it enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall remain in full force and effect.

24. Survival

Any provision of these Terms and Conditions that by its nature should survive completion, cancellation, expiration, or termination of any order shall survive, including, without limitation:

· payment obligations;

· warranty limitations;

· indemnification obligations;

· limitations of liability;

· confidentiality obligations, if applicable;

· governing law;

· dispute resolution; and

· collection rights.

25. Electronic Transactions

The parties agree that quotations, purchase orders, invoices, acknowledgments, confirmations, signatures, approvals, and other communications transmitted electronically, including by email or electronic signature platform, shall have the same force and effect as original written documents and signatures.

26. No Assignment

Buyer may not assign or transfer any rights or obligations arising under these Terms and Conditions without the prior written consent of Tech Tooling. Any attempted assignment without such consent shall be void.

27. Relationship of the Parties

The relationship between Tech Tooling and Buyer is solely that of independent contracting parties. Nothing contained in these Terms and Conditions shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the parties.