Terms and Conditions

---

TERMS AND CONDITIONS OF SALE TOOL & MOLD REPAIR, INC. CONTRACT

1. ACCEPTANCE OF ORDER. Any Invoice or Order, including purchase orders and any exhibits or attachments thereto, for products, services, or consulting is subject to acceptance by Tool & Mold Repair, Inc. (hereinafter “TMR”). Acceptance (Order Acknowledgement) shall be sent to Purchaser via email by TMR.

2. ALTERATIONS OR CANCELLATION. Any Order altered or modified by Purchaser will require resubmission to TMR for acceptance. Upon cancellation of an order, all work in connection therewith will cease within a reasonable time upon receipt of such cancellation request. Purchaser herein agrees to pay TMR for all costs, expenses, and losses, including all work in process and for any raw materials or supplies used for such work. In such a situation, TMR will provide an invoice for such work on any cancelled Order and such will be handled as set forth in section 6 below.

3. PRICE. The price quoted for a product, service, or consulting are based on the information, specifications submitted, and cost of materials as of the date of the price quotation. The Purchaser hereby understands and agrees that any quoted price is subject to adjustment to reflect any increase in costs of materials assessed subsequent to such a quotation date.

4. HOURLY RATE/TRAVEL COST. In addition to any costs or price quoted for any product, Purchaser shall be obligated to pay for consulting and service by TMR at a rate of $115.00 per hour. Furthermore, Purchaser shall pay to TMR, at a rate of $0.625 per mile, for all miles driven by TMR personnel to Purchaser locations for work to be performed in connection with any Order or Invoice. 

5. LEAD TIME. All quoted lead times are approximate and will depend upon prompt receipt by TMR from Purchaser of an Order, all necessary blueprints, specifications, and all other information necessary to permit product manufacture, including all needed dimensional drawings, all 3-dimensional models, all product specifications, and all other like information. The estimated delivery date of the completed product(s), tools, molds, dies, and parts will be provided by TMR upon the date of acceptance of the Order.

6. TERMS OF PAYMENT. Terms of payment are net fifteen (15) days. Charge of two (2) percent per month will be assessed and added for all past due invoices.

7. F.O.B. ORIGIN. All sales are F.O.B. origin and Purchasers shall provide TMR with a preferred carrier with the Order. Otherwise, TMR shall use a carrier of its choice, and Purchaser will be invoiced and shall pay such a shipment fee to TMR.

8. WARRANTY. TMR WARRANTS THAT EACH PRODUCT SHALL BE IN FULL CONFOMRITY WITH THE PURCHASER’S DRAWINGS AND AGREED UPON SPECIFICATIONS, SHALL BE FREE FROM DEFECTS IN WORKMANSHIP, ANY WARRANTY OF FITNESS FOR A SPECIFIC PURPOSE IS EXPRESSLY DISCLAIMED. If any such product supplied by TMR is defective in material or workmanship, Purchaser shall notify TMR immediately and shall provide to TMR a notice of rejection within ten (10) days of date of delivery of the product(s) and such notice shall include a detailed reasoning as to rejection. TMR shall repair or replace any defective products without cost to Purchaser or, at TMR’s option, credit or repay the purchase price upon return of any defective products. It is Purchaser’s responsibility to inspect any and all delivered products upon receipt and agrees that the failure to timely provide notice of rejection regarding any and all defective products will serve as a waiver by Purchaser of any claims for defects and TMR thus will not be required to honor any such late claims nor will TMR be liable for any damages caused thereby to Purchaser or any other party.

9. CUSTOMER’S INDEMNIFICATION. Purchaser shall indemnify, defend and hold harmless TMR and its shareholders, directors, officers, employees, agents and representative, from any and all losses directly or indirectly arising out of, resulting from or in any way connected with (i) any breach by Purchaser of the terms of any sale, Order, or Contract; (ii) any non-compliance with laws, ordinances, rules or regulations applicable to Purchaser’s obligations under any sale, Order, or Contract; (iii) any governmental, regulatory or other proceedings to the extent any such proceedings result from Purchaser’s acts or omissions in transporting, marketing, distributing and selling the products; (iv) any recall or return of the products initiated by Purchaser, whether voluntarily or by order of any court or other duly empowered governmental or regulatory office, to the extent that Purchaser’s acts or omissions in the transportation, marketing, distribution or sale of the products are responsible for such recall; or (v) any claim that proprietary rights owned by Purchaser infringe upon or violate any patent, trademark, copyright, trade secret or other proprietary rights of any third party. Notwithstanding the forgoing, TMR shall not be liable to Purchaser for any consequential, incidental, special or punitive damages. 

10. TAXES. Any Sales Taxes, Duties, and/or Custom fees shall be paid by Purchaser in addition to any prices invoiced. In the event TMR is required to pay any such taxes, duties, and or custom fees, Purchaser shall be invoiced for such payments and such invoice shall be handled as set forth in section 6 above.

11. MANUFACTURING. TMR reserves the right to subcontract all work to be performed under this Contract without any authorization from Purchaser.

12. GOVERNING LAW. All sales, Orders, and any exhibits and or attachments thereto, or Contracts will be governed by and construed in accordance with the internal laws of the State of Wisconsin, United States, without any consideration of its conflicts of laws rules, including, without limitation, the Uniform Commercial Code as adopted in Wisconsin. The parties agree that all claims and disputes, including lawsuits and arbitration, arising out of the matters set forth in any sale, Order, or Contract shall be brought, litigated, and or adjudicated in the courts of the State of Wisconsin for Washington County, or the federal court for the Eastern District of Wisconsin. NEITHER THIS CONTRACT NOR ANY SALE OR ORDER FOR ANY PRODUCTS BY TMR SHALL BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND THE PARTIES HEREBY DISCLAIM APPLICATION THEREOF. 

13. FORCE MAJEURE. Either party shall not be liable to the other party for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by riot, civil commotions, wars, hostilities between nations, embargoes, actions by the government or any agency thereof, storms, fires, accidents, strikes, sabotages, explosions, labor disputes, pandemics, unavailability of or delays in procuring materials or supplier or other similar or different contingencies beyond the reasonable control of the respective party.

13. INTERPRETATION. This Contract is intended as the final expression of the agreement between TMR and Purchaser; however, if any of the terms provided above have been agreed upon between TMR and Purchaser within a signed document relating to the scope of work, then such prior terms shall supersede the terms of this Contract, but only such previously agreed upon terms shall be considered in such manner. Purchaser hereby acknowledges that the Contract has been fully read and understood.

Revision 9/30/2022