No. 1-TERMS OF CONTRACT: Unless Buyer shall notify KKSP Precision Machining LLC and subsidiaries including Grove Products (herein “KKSP” or the “Seller”) in writing to the contrary by certified mail, return receipt requested, within three (3) days after receipt of this acknowledgment by Buyer, acceptance of the terms and conditions hereof by Buyer shall be indicated and in the absence of such notification, the sale and shipment by Seller of the goods covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof.  Terms and conditions appearing within buyers P.O. will not supersede this contract unless specifically quoted.

No. 2-SHIPMENT TERMS: F.O.B. shipping point, unless otherwise specified in the quotation.

No. 3-QUOTATION AND ACCEPTANCE: Unless otherwise stated, all quotations are for immediate acceptance are subject to change without notice.  All orders and contracts are subject to acceptance only at Seller’s home office.  Typographical errors are subject to correction.  Pricing is based upon firm order commitments to purchase a specified quantity with delivery to occur within one year after receipt of order.  Seller reserves the right to adjust past and future pricing when quantities purchased are less than E.A.U. quoted.  Seller only assumes responsibility to manufacture and supply information concerning manufacture to the extent that the quotation specifies the following including but not limited to, F.M.E.A., P.P.A.P., SPC data, and material certifications are not routinely supplied.

No. 4-CREDIT: Accounts will be opened only on approved credit.  Seller reserves the right to decline delivery except for cash, whenever doubt as to Buyer’s financial condition develops.

No. 5-CANCELLATION: Orders may be canceled or deliveries deferred by Buyer with written consent to Seller for all work at the unit sales price: work in-process on the basis of the percentage of completion thereof times the unit sales; raw material, unamortized tooling, engineering, and other cancellation charges incurred on the basis of cost to Seller plus handling and overhead charges.  All cancellation charges to be determined at the time of cancellation or deferment.

No. 6-DELIVERIES: Seller does not assume responsibility for damages due to default or delay in production or delivery of all or any portion of any contract resulting directly or indirectly from: (A) accident to, or breakdown of Seller’s plant machinery or equipment; labor disputes; embargoes; national emergency; delays of suppliers; carriers; or governmental restrictions, prohibitions, or allocations; or (B) any cause beyond the control of the Seller.  In no event shall Seller be liable for any consequential, special, or contingent damages arising out of Seller’s default or delay in filling this order.

     Unless otherwise agreed between Buyer and Seller, orders are accepted for delivery as fast as manufactured by complete shipment packed in bulk.  If either party has the right to make or demand delivery in lots, the price may be demanded for each lot.

No. 7-SAMPLES: If requested, Seller will submit samples for approval when commencing operations upon any order, but does so with the understanding that his machines are to be run immediately after they are set correctly to Buyer’s accepted specifications, and Seller will assume responsibility for having the product in conformity with such specifications while awaiting Buyer’s approval.  Any changes in original specifications will be made only at Buyer’s direction and expense.  If changes are to be made, Seller must be notified at once by telephone or wire followed by written confirmation.  Products produced to blueprint specification while awaiting sample approval by Buyer are responsibility of Buyer, regardless of quantity.

No. 8-CLAIMS: If Buyer claims delivery of material not as ordered, he must notify Seller within five (5) days of receipt of shipment.  If such claim is sustained, Seller shall repair, replace, credit, or complete order within the limitations of No.6 QUANTITIES.  Charges for repair or Inspection of parts by Buyer without prior authorization cannot be honored.  Seller shall have the option of inspecting the goods on Buyer’s premises or of taking back the goods and deciding whether to replace goods or credit Buyer.  Seller will only be liable for replacing defective goods, any charges incurred as a result of defective goods to be borne by Buyer, unless agreed upon and formally acknowledged by Seller in writing.  Claims for shortage of goods must be presented within five (5) days from the date of receipt of goods and must state the packing slip number, weight including tape and the method used in arriving at a count of the parts.  Any claim for error in weight or shortage not presented in accordance with this provision will conclusively be deemed waived.  Seller will not allow claims on those goods further processed by Buyer resulting in change of dimensions or characteristics from parts ordered.

No. 9-TOLERANCES: All dimensions must be limited by a specific tolerance. When not specified, it is understood that commercial tolerances apply. Decimal, all diameters plus or minus .005”. Dimensions, lengths plus or minus 1/64”. Angles, plus or minus 2-1/2 Degrees.  Fractional Dimensions, diameter plus or minus .010”. Drilled hole tolerance will be open, unless otherwise specified by the Buyer. Samples are to be considered as denoting fractional dimensions, unless otherwise specified and dimensions of samples will be considered “mean” dimensions.

     When Buyer purchases to his own specifications, Seller will not be responsible for the design, fit or function of parts supplied and the KKSP Precision Machining, LLC Terms and Conditions are incorporated by reference herein and shall apply.

No. 10-INSPECTION: Inspection by Seller is made on a sampling basis, if 100% inspection is required, it is at the Buyer’s expense.  Acceptable quality levels including the designation of sampling plans must be established by Buyer in writing, prior to quotation by Seller.  Otherwise Seller reserves the right to adjust its quotation or delivered part price in consideration of a subsequent establishment of an A.Q.L. by Buyer.  Statistical Process Control and special cause variation must be specifically addressed and formally acknowledged within the quotation or inspection will remain on a sampling basis.      

No. 11-SURFACE FINSH: Grove Products products are manufactured and handled in bulk so Buyer should expect surface finishes which include minor marks associated with bulk handling, and part-to-part interaction associated with the manufacturing processes.  In addition, because both physical and cosmetic characteristics of metal may change over time from exposure to elements, Grove Products shall not be responsible for changes in part characteristics after they are shipped from our facilities.

No. 12-SHIPMENT: In ordering, Buyer should state explicitly the method of shipment preferred and, in the absence of shipping directions, Seller will use discretion forwarding by air or rail express, truck or parcel post when packages are small and, therefore, subject to loss in transit.  Shipment will be insured at Buyer’s expense, unless otherwise specified by Buyer.  All goods are sold F.O.B. shipping point, so Buyer assumes freight cost and liability for any loss or damage to goods once the goods have left Seller’s premises.  Seller assumes no liability for premium freight, including, but not limited to, late deliveries and/or defective product, unless agreed to and formally acknowledged by Seller in writing.

No. 13-TAXES: Taxes imposed by any present or future law of federal, state, county, or municipal authority on the manufacture, sale or use of the articles purchased hereunder and are required to be paid by Seller shall be added to the amount to be paid by Buyer.  Buyer shall furnish evidence of exemption, if applicable.  Customs duties or taxes are not included in prices.  Buyer shall reimburse Seller for any such duties or taxes as Seller may pay or subsequently be assessed.

No. 14-WARRANTY: Seller warrants that goods manufactured by him will conform to the drawings and specifications furnished by Buyer with consideration of No. 10-INSPECTION.  If goods manufactured by Seller fail to function under normal and proper use within a period of three (3) months because defects in material or workmanship, and written notice is received by Seller, no later than six (6) months after date of receipt of such goods by Buyer, Seller will at his option credit, repair, or replace such products determined by Seller to be defective.  Seller is only responsible for credit or replacement of defective product.

     Seller shall have the option of inspecting the goods on Buyer’s premises or authorizing their return.  No goods are to be returned without written consent, nor shall the Seller be liable for any expense, including inspection expenses, incurred by Buyer in order to remedy defects in sold goods.

     Products manufactured by others, but furnished by Seller are limited to the original manufacturer’s warranty and Seller shall not be liable under any circumstances for defects in such products.

     Because goods hereunder are utilized in Buyer’s products and are used or combined by Buyer with other equipment or components not furnished by Seller, Buyer agrees to indemnify Seller for all claims resulting from the use or incorporation of sold goods in the Buyer’s product.

     Any controversy or claim arising out of or related to this contract, or the breach thereof, must be commenced within one (1) year after the cause of action has occurred.  To the extent that Seller is required to commence legal action in order to enforce Buyer’s payment obligation for goods supplied, Seller shall be entitled to recover attorney fees associated with such collection efforts.

     IT IS EXPRESSLY AGREED THAT THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES AND LIABILITIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR ANY PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMANGES ARISING OUT OF THE USE OF THE PRODUCT SOLD HEREUNDER.  THE FOREGOING STATES SELLER’S ENTIRE AND EXCLUSIVE LIABILITY AND BUYER’S EXCLUSIVE AND SOLE REMEDY.  SELLER WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR CONTINGENT DAMAGE OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN ITS GOODS OR FROM THE USE THEREOF, NOR IS ANY OTHER PERSON AUTHORIZED TO ASSUME FOR SELLER ANY SUCH LIABILITY.