TERMS AND CONDITIONS

1. Agreement of Sale: Acceptance of Seller’s quotation by Buyer is limited to the terms and conditions herein and those terms stated on Seller’s quotation and any Seller acknowledgement (together, the “Agreement”). These terms and conditions set forth below comprise the sole terms and conditions for the sale of goods and services by Seller, unless otherwise specifically provided for, and shall apply to the exclusion of any inconsistent or additional terms and conditions contained in Buyer’s order or acknowledgment. Further, assent to any new or different terms proposed by Buyer is rejected unless Seller’s assent is specific and unequivocal. Any contract made for the sale of goods and services by Seller is expressly conditional on Buyer’s assent to the terms and conditions stated herein. Buyer’s acceptance of these terms and conditions shall be conclusively presumed by Buyer’s submission of a purchase order. The quotation may be withdrawn by the Seller at any time prior to acceptance by Buyer. Quotations are valid for 24 hours.

2. Prices: Prices are subject to change prior to acceptance of Buyer’s order by Seller and in the event of a price change, Seller reserves the right to apply prices in effect at the time of shipment. The quotation price does not include applicable taxes such as city, state and federal, sales use, excise taxes, shipping charges, or any other services of work not specifically described in this quotation. All such taxes and charges shall be Buyer’s responsibility and may be added to the invoice as a separate and additional charge to Buyer unless an appropriate exemption certificate is presented which is acceptable to Seller. Seller also shall have the right at any time to separately bill Buyer for any such taxes and charges that the Seller may be called upon to pay, and Buyer shall be obligated to reimburse Seller for all such amounts.

3. Payment Terms: All of Seller’s prices (and other terms) quoted and confirmed pursuant to this Agreement are subject to correction for typographical and clerical errors. Unless stated otherwise on this Agreement, payment terms are a) For orders under $5,000, Net thirty (30) days with approved credit; b) For orders $5,000 and over, 40% down payable upon receipt of invoice with balance paid Net thirty (30) days with approved credit. There is a minimum billing charge of $200, plus shipping charges. Orders short of the $200 minimum will have a $25 small order processing fee added. Invoices will be issued upon completion of job. International orders are cash/wire payment in advance. A 3% fee will be added to all credit card transactions. Buyer agrees to pay a service charge per month of 1- 1/2% per month (18% annual percentage rate) on all past due balances. In the event any third parties are employed to collect any outstanding monies owed, Buyer agrees to pay all collection costs, including actual attorney fees, and all costs associated with litigation and pre-litigation, whether or not litigation has commenced. Seller reserves all rights if Buyer pays by check and Buyer’s check is not honored. Future shipments to accounts paying beyond these terms may be shipped COD or prepayment may be required. Delinquent accounts will be aggressively pursued for payment and may be placed for collection. Buyer acknowledges, in the event Buyer’s account is placed for collection or the alternative to seek formal legal redress, all costs associated with the Seller seeking payment of the unpaid account inclusive of accrued interest, actual attorney’s fees, collection fees and relevant court costs are the sole responsibility of the Buyer.

4. Buyer’s Financial Status: Buyer represents to Seller that it is solvent and is paying all its liabilities as they come due and that each new order placed with Seller is a separate representation of its solvency and ongoing ability to timely pay its liabilities. Shipments of goods shall, at all times, be subject to approval of Seller’s credit department and Seller may at any time decline to make any shipments, except upon receipt of payment or upon terms and conditions or security satisfactory to Seller. If, at any time, the Buyer becomes bankrupt, insolvent, or makes an assignment for the benefit of creditors, or if Seller otherwise reasonably deems itself insecure, the Seller may at its option stop shipping the goods under this Agreement, and Seller shall thereupon be relieved of any further obligations to Buyer. In the event of such termination, in addition to payment for goods already delivered, Buyer shall reimburse Seller for costs Seller has incurred in connection with the termination.

5. Freight Terms: Shipments FOB: Shipping Point, Livonia, Michigan, or any other shipping location in the event of a drop shipment, or elsewhere as Seller deems necessary. Unless stated otherwise, all other transporters are shipped freight collect. In addition, Buyer agrees to pay all packaging charges.

6. Delivery, Insurance and Risk of Loss: The risk of loss or damage to all goods sold to Buyer by Seller shall only remain with the Seller until, and shall pass to the Buyer upon, delivery of the goods to the Common Carrier at Seller’s loading dock. All shipments are insured by Seller unless otherwise specified by the Buyer who by doing so, assumes all responsibility for loss or damage. Damage to shipments by Common Carrier must be reported to Common Carrier at the time of Buyer’s receipt. Storch Products Company, Inc. will not accept Common Carrier loss or damage. Seller reserves the right to hold or stop any shipment of goods in transit if all or any portion of the Buyer’s account has not been timely paid.

7. Delay and Failure to Deliver: All delivery promises are made subject to the availability of materials. The quoted lead time is approximate and actual lead time will be determined at the time of order or after signed approval drawing. Seller shall not be liable in any respect for failure to ship or delay in shipment where such failure or delay shall have been due in whole or in part to shortage or curtailment of material, labor, transportation or utility services, or to any labor or production difficulty in Seller’s plant or those of its suppliers, or to any cause beyond Seller’s control including, but not limited to, acts of God, fires, explosions, natural disasters, embargoes, or wars.

8. Inspection and Limitation of Warranties: Buyer shall promptly inspect the goods upon their arrival at Buyer’s shipping destination and must notify Seller in writing within fifteen (15) days of invoice if such goods are defective or there are shortages. If no such notice is given to Seller, or if Buyer has begun to alter the goods in any manner, the goods shall be deemed irrevocably accepted the goods as is and without deduction or offset and Buyer waives any right to revoke such acceptance. Buyer shall provide Seller with a reasonable opportunity to inspect all alleged defective goods. All goods returned to Seller must be in the original manufacturer’s packing, as applicable, and in accordance with Seller’s instructions; otherwise, credit will not be granted for any goods not so returned.

9. Warranty: Seller warrants to the Buyer that goods manufactured by Seller shall be free under normal use from defects in workmanship for one (1) year (12 months of 1 shift) from Seller’s date of shipment. Seller incorporates purchased products in its goods and does not warrant those purchased products as to their material or workmanship. Seller's obligation as to its warranty is limited to repair or replacement by Seller, at Seller's sole discretion, of those goods sold by Seller to Buyer, which have become defective as a result of ordinary and normal use in accordance with the designed purpose and intended application of the goods. The determination of whether a defect exists shall be made solely by Seller. Buyer shall not return any goods to Seller until Seller has been provided with a reasonable opportunity to inspect and sample the goods at the Buyer's premises to determine whether a defect exists, and whether the goods should be repaired or replaced. Buyer shall also provide Seller with an opportunity to participate in any root cause analysis performed by Buyer. This warranty is does not cover any damage to a person or property arising from the use of any goods furnished by Seller nor does it cover any costs associated with the removal and/or reinstallation of the goods. Seller’s warranty is contingent on full payment for the goods.

10. Limitation of Liability: EXCEPT AS OTHERWISE EXPRESSLY AUTHORIZED IN A WRITING SIGNED BY AN AUTHORIZED AGENT OF SELLER, ALL INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFITS OR MARKET SHARE OR DAMAGE TO BRAND VALUE), INCIDENTAL, PUNITIVE, AND EXEMPLARY DAMAGES, WHETHER OR NOT FORESEEABLE, ARE EXCLUDED UNDER THESE TERMS AND CONDITIONS TO THE EXTENT PERMITTED BY APPLICABLE LAW.

11. Product Returns: Merchandise cannot be returned without Seller’s authorization. All requests for refunds or exchanges must be made within fifteen (15) days after invoice. Items returned for reasons other than the above-referenced warranty claims are subject to a minimum returned goods charge of $50.00 or a 10% re-stocking fee, whichever is greater. Special magnets or materials that Storch has altered to Buyer’s specifications, or that have been altered by Buyer after receipt of goods, are not returnable.

12. Indemnification: Buyer agrees to indemnify and hold Seller, its agents, officers, directors, employees, and subcontractors, harmless from and against any and all claims or causes of action brought against Seller and from any and all damages, losses, expenses, attorney’s fees, costs, and liabilities sustained by Seller arising out of any claimed defect in the goods or services supplied by Seller, and any claimed improper manufacture, design, design drawings, specifications, materials or repairs provided by Seller, Buyer’s performance or non-performance of its obligations to Seller, and/or breach by Buyer of any representation or warranty made to Seller. Buyer’s obligation under this paragraph shall include the obligation to indemnify and hold Seller harmless for Seller’s negligence, whether active, passive or concurrent, in the performance of its duties and obligations.

13. Modification/ Termination: No change to the terms or modification of a purchase order after start of production shall be binding unless authorized by Seller. Requested changes or modifications by Buyer shall be in writing, signed by an authorized Buyer representative. Buyer may, at any time prior to the start of production, make changes in drawing, design, and specifications where the items to be furnished are specifically built for the Buyer. Any associated costs of such changes are the responsibility of the Buyer.

14. Insurance: Seller maintains the following insurance:
    1. Workers Compensation Coverage with an aggregate limit of $5,000,000.
    2. Commercial Umbrella Coverage with an aggregate limit of $1,000,000.
    3. Commercial Package Policy, including contractual liability and property damage, on an “occurrence” basis with limits of $1,000,000 and a Bodily Injury Medical limit of $15,000.
15. Products, Methods, Designs and Manufacturing Process: All materials, information, designs, drawings, plans, ideas, and the use thereof concerning Seller’s products, methods, or manufacturing process which Buyer may have access to incident to the of the goods or performance of services to Buyer, shall be deemed to be proprietary and confidential information of the Seller. Buyer is prohibited from duplicating designs or products or passing such information to any third party unless otherwise specifically agreed to in writing by Seller.

Seller retains for itself any and all property rights in and to all designs, engineering details and other data pertaining to any good designed in connection herewith and to all rights of discovery, invention, copyrights, or patent rights arising out of the work done in connection herewith. Except for the right of Buyer to use the good purchased from Seller, Seller transfers no license to Buyer to use any technical information, know how, copyright or patent rights owned or controlled by Seller to make, have made, use, or sell any good provided by Seller under this Agreement.

16. Confidential Information: Trade secrets, specifications, drawings, notes, instructions, engineering data and analysis, financial data, and other technical and business data (collectively "Confidential Information") which are supplied or disclosed by Seller in connection with the agreement will be deemed confidential and proprietary and remain the sole property of Seller. The Buyer may not disclose this Confidential Information or use it for any purpose other than is contemplated under the Agreement without written consent from the Seller. Upon request by Seller, the Buyer will promptly return or destroy the original and all copies of the Confidential Information received.
17. Custom Duties, Import Taxes & Sales Taxes: Prices quoted and confirmed do not include federal, state, local or other taxes. All taxes, import, or export fees and duties are the responsibility of the Buyer. Upon request, Seller shall promptly furnish all documents required by customs for any country in which the goods are to be shipped. Purchasers are to furnish a completed Sales Tax Exemption Certificate if items purchased are exempt from Michigan Sales Tax.

18. Agreement: These terms and conditions replace and supersede any terms or conditions reflected on any purchase order or any related document issued by Buyer and any prior oral or written representations and agreements. Seller hereby objects to, and these terms and conditions supersede, any terms and conditions appearing in Buyer’s purchase orders or other forms which modify, contradict or are in addition to the terms and conditions set forth herein.

19. Termination for Default: In the event Buyer breaches any material term of this Agreement, the Seller may terminate this Agreement upon thirty (30) days prior written notice to the other party; provided, however, that during any such notice period, the party in default may cure its default and thereby abate the termination. Notwithstanding the foregoing, Seller may terminate this Agreement effective immediately in the event (a) Buyer fails to pay any Seller invoice within the time provided in this Agreement, (b) Buyer generally fails to pay its debts as they become due, (c) Seller reasonably believes Buyer is insolvent (whether based on the reasonable belief by Seller that Buyer's liabilities exceed its assets; the existence of a bankruptcy, assignment for the benefit of creditors or other similar proceeding involving Buyer; a liquidation of a significant portion of the assets of Buyer; or otherwise), (d) of a sale of a majority of the assets, or a change of control of ownership of Buyer, or (e) Buyer fails to provide adequate assurance of performance under the Agreement within three (3) business days after written demand by Seller. If Buyer is in default hereunder, including by failure to pay invoices, Seller may suspend shipments of goods until all invoices are current and Seller receives adequate assurance of future performance.

20. Cancellation: In the event Buyer requests Seller to stop work or cancel the order or any part thereof, cancellation charges will be paid to Seller as follows:
    1. Any and all work that is complete or scheduled for completion within thirty (30) days of the date of notification in writing to stop work or to cancel, shall be invoiced and paid in full.
    2. Work on the balance of the order will be stopped as promptly as reasonable. For work in process, other than covered by item (a), and any materials and supplies procured, or for which definite commitments have been made by Seller in connection with Buyer's order, the Buyer will pay the actual costs and overhead expenses determined in accordance with good accounting practices, plus 20%.
    3. Buyer will promptly instruct Seller as to the disposition of the product. If instructions are not received within thirty (30) days from advice of cancellation charges, disposition will be made by the Seller at no value to the Buyer. Any items that Seller can use economically to fill other active orders will be restocked at a 2% handling charge.
    4. A minimum cancellation charge of 20% will be due and payable on all cancellations received by Seller.

Buyer may not setoff or deduct from sums owed to Seller those sums owed or allegedly owed by Seller to Buyer unless Seller consents in writing. Buyer may not setoff or deduct amounts owed or allegedly owed to Buyer by Seller's affiliates or others who are not parties to the Agreement unless Seller consents in writing.

21. Assignment: Buyer shall not assign or delegate any of its duties or obligations under this Agreement without the prior written consent of Seller, which consent may be withheld in Seller's sole discretion. Any sale or other transfer of stock or other securities of Buyer that would result in a change in control of Buyer shall be deemed an assignment under this Agreement. Any assignment under this Agreement shall not prohibit Seller from enforcing its rights against Buyer or the assignee, including, without limitation, Seller's rights to setoff and recoupment, all of which rights of Seller against Buyer or assignee are senior to any rights of such assignee. Seller may freely assign to any third party its rights and obligations under this Agreement without the consent of Buyer.

22. Miscellaneous: All of the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the party’s respective heirs, successors, administrators, legal representatives and permitted assigns.

23. Waiver: Waiver by Seller of a breach by Buyer of any of the terms and conditions of this Agreement shall not constitute a waiver of any other breach of the same or any other term.

24. Controlling Law; Jurisdiction; Venue; Limitation of Actions: This Agreement shall be interpreted in accordance with Michigan law without regard to any applicable conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply and is expressly excluded. Buyer irrevocably consents to exclusive personal jurisdiction and exclusive venue in the Wayne County, Michigan Circuit Court, the applicable Michigan District Court in Livonia, Michigan, or the United States federal district court serving Livonia Michigan, for purposes of resolving any disputes hereunder. No action, regardless of form, arising out of or in any way relating to any matter covered under this Agreement shall be brought by Buyer more than one (1) year after such cause of action has occurred.

25. Seller’s Rights: All rights and remedies of Seller shall be cumulative, and none shall exclude any other rights or remedies available at law or in equity.

26. Severability: If any provision of this Agreement is determined to be unenforceable, the rest of the Agreement terms shall remain valid and enforceable. In addition, if any provision of this Agreement may be modified by a court of competent jurisdiction such that it may be enforced, then the provision shall be so modified and as modified shall be fully enforced.

27. Complete Agreement: The terms and conditions contained herein will constitute the entire Agreement between the Buyer and Seller. These terms and conditions supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No alteration or addition to this Agreement will bind the Seller unless an authorized individual for the Seller expressly assents in writing to such alteration or addition.

28. Acceptance: Buyer agrees that its acceptance of the goods confirmed herein shall constitute the Buyer’s acceptance of these terms and conditions of sale.