Standard Terms and Conditions Agreement for Customers of Premier

Technical Plastics, (U.S.), Inc., and Its Subsidiaries

The Standard Terms and Conditions Agreement governs all purchases of goods and/or services from Premier Technical Plastics, (U.S.), Inc., and its subsidiaries, (PTP) by our valued customers. By purchasing goods and/or services from  PTP, and by accepting this Agreement, this Agreement creates a legally binding contract between the Customer (buyer)  and PTP. By this Agreement the undersigned parties agree as follows:

1.0 Definitions

1.1 In the Standard Terms and Conditions Agreement:

1.1.1 Agreement means the terms and conditions agreement document and any appendices.
1.1.2 Buyer means any person or entity,  or its  representative, placing an order for goods or services from Premier Technical Plastics, (U.S.), Inc.
1.1.3 Seller means Premier Technical Plastics, (U.S.) Inc. and its subsidiaries (PTP), or its’ representatives, to whom an order is placed by the Buyer.
1.1.4 Order means an order for the supply of Goods or Services placed by the Buyer, usually with a Purchase Order, and accepted by the Seller.
1.1.5 Parties means the Buyer and the Seller, including their representatives.
1.1.6 Goods and Services  means those items described in the Purchase Order which generally includes goods produced or manufactured by, or services provided by PTP.
1.1.7 Purchase Order means the document provided by the Buyer to the Seller detailing the Buyer’s request for Goods or Services from the Seller.
1.1.8 Production means the producing of parts from the Buyer’s molds or tooling.
1.1.9  Force Majeure means any cause whatsoever  beyond the control of the Seller including, but not limited to, labor disputes, strikes, boycotts, civil disorder, governmental measures enacted or similar items, war (declared, undeclared or imminent), terrorist incidences, or acts of God including, but not limited to, fire, flood, weather or other natural disaster.
1.1.10  Tool means any die, artwork, machinery, pattern, mold, tool, equipment, jig, fixture or any other thing provided by either the Buyer or Seller for the purpose of producing or manufacturing goods or providing services for the Buyer.

2.0 Quotations (Products and Services)

2.1 Quotations submitted by the Seller are done so at the request of the Buyer and do not constitute a  binding offer or acceptance by the Seller of the sale terms.
2.2
The conditions of the Seller’s quotation, including price, apply   only to the order quantities stipulated  by the Buyer when requesting a quotation and do not apply to an Order or request for quotation with different quantities. The Seller may adjust the price and any other conditions of the Seller’s quotation should quantities change.
2.3
Quotations are valid for thirty (30) days from the date of the Seller’s quotation, whether the original quotation or a revised quotation. 
2.5
The Seller reserves the right to revise the quotation at any time should the Seller or Buyer discover any information that could affect the terms of the quotation including the quoted price. Such information includes, but is not limited to, changes in delivery costs, materials, purchased parts, order quantities, engineering change notices, inventory and distribution costs, machine press rates, labor content differences, secondary/value added costs, tariffs or other governmental cost inclusions, etc.
2.6
The Seller reserves the right to revise the quoted price in the quotation if any information becomes available or is provided, by the Buyer or otherwise, that is inconsistent with the original information provided in conjunction with the Buyer’s request for quotation.

3.0 Formation of Contract

3.1 No Order will be deemed accepted by the Seller unless the Order is accepted by the Seller in writing.
3.2 
The Order and this Agreement constitute the entire agreement between the parties and include all promises and representations, express or implied, made by Buyer and Seller. No stipulation, agreement or understanding of the parties shall be valid or enforceable if not contained in the Order or this Agreement. No oral conditions, warrants or modifications of this Agreement are valid. Any terms of the Order, where those terms are supplied by the Buyer, which are inconsistent with the Agreement, or any additional terms and conditions supplied by the Buyer, whether in writing  are hereby rejected.  
3.3.
No addition, alteration, variation or deletion to the Terms and Conditions agreement is effective unless the addition, alteration, variation or deletion is in writing and signed by a Director of the Seller and an authorized representative of the Buyer.

4.0  Goods

4.1    The Buyer is responsible for the design, specifications and requirements related to the production of Goods or Services provided from the Seller and the Seller assumes no responsibility relative to same.

5.0 Tooling

5.1 Should the Buyer specify “prototype” tooling, the Seller provides no warranties or guarantees for the number of shots, dimensional stability or other production specifications. Original quoted pricing may be adjusted because of circumstances, including, but not limited to, labor charges, color stability, flash, etc.
5.2
Tooling received from the Buyer, but not produced or provided by the Seller, shall be in production ready condition and fully capable of producing parts per the specifications  provided by the Buyer and used by the Seller in conjunction with providing the quotation. Should the tooling not be capable of producing parts at  the quoted price, the Seller will provide a new quotation of the parts based on the actual performance of the tooling when sampled.
5.3
The costs of maintaining the tooling shall be paid by the Buyer except for normal  maintenance costs which will be the Seller’s responsibility, where Seller and Buyer have agreed to those costs in writing.
5.4 Any costs associated with modifications in  tooling, occurring after the date of the original tool order, will be paid for by the Buyer. The Buyer must pay the increase in price within fifteen (15) days after Buyer and Seller agree upon the modifications.
5.5 The Seller will notify the Buyer in the event any tooling requires replacement, repair or refurbishment. The Seller will not be liable to Buyer for any costs or damages arising out of tooling in need of replacement, repair or refurbishment.
5.6 Terms for new tooling are established in conjunction with the request for a quotation. Terms for repair, engineering change notices (or “ECN”), maintenance, refurbishment, etc., will be set forth in the request for quotation.
5.7 Once engineering and design operations begin all payments are final and non refundable.

6.0 Production Specifications

6.1 Samples from the Buyer’s tooling will be provided for approval before production will begin. All approvals must be in writing and include deviations or other acceptance criteria from the Buyer before parts are to be released for production by Seller.
6.2 The Seller reserves the right to revise a quotation relative to parts  where necessitated by changes including, but not limited to,   material or purchase part price differences, part/shot weights or other changes, ECN’s, cycle time and/or press size differences, auxiliary or support equipment requirements, assembly time, inventory carrying charges, logistics, and labor increases. The Seller shall provide the Buyer with the revised quotation and the Buyer shall approve the revised quotation within fifteen (15) days of the date of the revised quotation.
6.3 The Seller will provide a Product Part Approval Process (or “PPAP”) to the Buyer for approval before production will begin. The first PPAP is  free of charge while any  additional PPAP’s will be provided at a  price agreed upon between the Buyer and the Seller. The agreed upon price may include additional tooling samplings.
6.4 Critical specification call outs for production shall be provided by the Buyer and adhered to by the Seller as close as the capabilities of the tooling and processes allows. Color, dimensional deviations, etc., are to be specified by the Buyer and shall be observed as close as possible by the Seller. Any deviation from the specification which does not adversely affect the production of products or the intended usage of the products shall be deemed acceptable. The Seller will make every effort to produce acceptable parts with the Buyer’s tooling, but is only responsible to the extent the tooling is capable of producing production quality  parts that have been approved by the Buyer.
6.5 The production by the Seller will comply with the standards specified in the Purchase Order, or otherwise agreed to in writing. Prints or other specifications provided by the Buyer are  guidance for the Seller only, and will not necessarily determine the actual specifications and tolerances to which production is manufactured.
6.6 The Buyer acknowledges that the goods are produced using the Buyer’s design and specifications and that the Seller shall not be responsible for the applications or fitness of the goods for any purpose. The Buyer purchases the goods at their own risk regarding the application or fitness for the intended usage of the goods.

7.0 Pricing

7.1 Prices for goods and services are based on information provided by the Buyer. Following acceptance of an Order, but prior to delivery, the Seller reserves the right to adjust prices where necessary in the event Seller incurs any increase in production price.
7.2 Price quotes include amounts for Free on Board (or “FOB”) delivery from the producing facility of the Seller.

8.0  Delivery

8.1  As the goods are delivered Free on Board, site of production, Seller is responsible for delivering the Goods to Buyer’s carrier, normally at the point of production as specified in the Purchase Order. Upon delivery to Buyer’s carrier, Seller will issue an invoice to Buyer. Upon delivery of the Goods to the Buyer’s carrier, risk of loss for the Goods transfers to  the Buyer.
8.2  In the event the Buyer, the Buyer’s carrier or any agent or employee of Buyer fails to accept or take delivery of the Goods, the Seller may charge the Buyer reasonable storage and handling charges.
8.3  Seller assumes no responsibility for non-payment, nor any other  circumstances, incurred by the buyer for all items related to delivery of the product including, but not limited to, Section 7 compliance.  The following statement shall normally be included on the Bill of Lading and will be signed by an agent of the seller; however, in the event that it is not included, and for whatever reason, the effectivety of the statement is still valid.  The Bill of Lading Statement:  “If this shipment is to be delivered to the consignee without recourse on the consignor, the consignor shall sign the following statement:  The carrier may decline to make delivery of this shipment without payment of freight and all other lawful charges.” 
8.4 The Seller will make every effort to ship the quantity of Goods specified in the Order. A delivery of Goods will be deemed in conformity with the Order where the quantity of Goods delivered deviates at a maximum of ten percent (10%) either above or below the quantity specified in the Order.

9.0 Title and Payment

9.1 Ownership of the goods shall not pass to the Buyer until the Seller has received payment in full for the Goods or Services. If the Buyer fails to timely pay for all or some portion of the Goods, title of those Goods will be maintained by the Seller.
9.2 Full payment for the Goods or Services is due to Seller no later than thirty (30) days from the date of delivery to Seller’s carrier, unless otherwise specified in the Purchase Order.
9.3  Buyer shall timely pay the Seller in the full amount invoiced to the Buyer by the Seller. Any deduction, set-off, credits or alterations by Seller of the payment amount is hereby rejected and constitutes a default of the terms of this Agreement.
9.4 Should the Buyer fail to pay Seller in full as required by the Order and in the manner described herein, the Seller will maintain possession of the Buyer’s tooling and other assets until the Buyer has delivered payment in full for the goods received in accordance with the Purchase Order and this Agreement.
9.5  The failure of the Buyer to timely make any payment due to Seller shall result in the addition of a ten percent (10%) late fee to Buyer’s payment. The Seller shall be entitled to recover all reasonable expenses, including reasonable attorneys’ fees and expenses of legal counsel, incurred by the Seller in the collection or attempted collection, whether by litigation or otherwise, of any past-due payments owed by Buyer.

10.0 Warranties

10.1 The Seller warrants that the goods are free from defects in workmanship or materials which cause failure during normal usage for a period of six (6) months from the shipping date provided that the defect is not the result of abnormal wear, unintended use or misuse, modification or reasons that are the responsibility of the buyer.
10.2 The Buyer shall notify the Seller of any claim for defective materials or imperfect manufacture. The Buyer shall not be entitled to rely upon any breach of warranty, or to rescind the contract, or to any claim or set off against the Seller because of any breach, unless notice of the defect or breach particularly describing same and specifying the time of discovery of it is given by written notice via certified mail to the Seller within fourteen (14) days after discovery, and no later than six (6) months after delivery of the goods. Unless such defect or breach appears within six (6) months after delivery of the goods, and unless the Seller fails to remedy such defect or breach by replacement or repair, the Buyer shall have no claim against the Seller.
10.3 Following notification of the Seller, the Buyer will return the goods to the Seller at the Buyer’s  expense for the Seller’s inspection or provide the Seller and  its representatives reasonable access to the goods  for inspection to determine the cause, if any, of the alleged defect.
10.4  The Seller’s liability is limited as follows. At the Seller’s option, the Seller shall replace the defective Goods, repair the defective Goods or reimburse or credit the Buyer for defective parts or Goods.

11.0  Liability and Indemnification

11.1  The Seller is not liable for any consequential damages or loss of anticipatory profits resulting from the use of the Goods or delay in the delivery of the Goods.
11.2  The Buyer agrees to indemnify the Seller and hold the Seller harmless for any costs, expenses, losses, actions, claims, lawsuits, damages or liability arising out of, or alleged to be caused by use of the Buyer’s goods.
11.3  The Buyer shall indemnify the Seller and hold the Seller harmless for any costs, expenses, losses, actions, claims, lawsuits, damages or liability arising out of, or alleged to be caused by, the infringement of any patent, trademark, registered design or similar right arising from the manufacture or supply of the Goods.
11.4  The Seller shall not be liable for any failure to perform its obligations caused by Force Majeure.

12.0  Arbitration and Applicable Law

12.1  Any disputes that arise between the Parties from this agreement shall be resolved and settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, with the parties agreeing to the application of the expedited procedures specified therein. Buyer and Seller agree that any arbitration hearing will be conducted in Dallas, Texas.
12.2 This Agreement is governed by the laws of that state in which the Seller produced the goods at issue.

FN-SAL-001          REV: 3          5/9/17