AMT Terms and Conditions

Nature of Agreement; Parties

Terms & Conditions

These Terms and Conditions (“Terms and Conditions”) govern the sale of goods (“Goods”) by American Molding Technologies Incorporated (“Seller”) to the person or business entity buying such Goods (“Buyer”). These Terms and Conditions are incorporated into each and every purchase order received from Buyer which may establish in addition to these Terms and Conditions essential commercial terms not in conflict with these Terms and Conditions. In the event of any conflicting provisions in any purchase order or any other document received from Buyer, these Terms and Conditions shall control and Seller shall proceed with the sale under the assumption that these Terms and Conditions are the sole terms and conditions binding on the parties. Buyer and Seller expressly agree that Seller may modify these Terms and Conditions from time to time without notice, and such modifications shall be binding upon Buyer. Accordingly, each request for quote, order, acceptance of Goods and/or payment to Seller by Buyer shall be deemed an acknowledgement and acceptance by Buyer of these Terms and Conditions as then in effect. These Terms and Conditions, as may be subsequently modified by Seller from time to time without are incorporated by reference into all documents issued by Seller to Buyer in connection with the sale of Goods. Buyer may only modify these terms with notice in a writing signed by an authorized signer of American Molding Technologies Incorporated.

Orders

The minimum order amount is $150.00 (before freight and tax).

Quotations are valid for 30 days from the quotation date for the quantities and the shipping schedules set forth in the quotation, but are subject to change by Seller if Buyer changes quantities and/or shipping schedules, which shall be approved in writing by Seller.

Seller reserves the right to begin production of orders and/or to ship the Goods in stock immediately upon Buyer approval of the Goods. Seller reserves the right to fulfill the order for custom made non-stocking products with a final quantity 10% above or below the ordered quantities. Buyer may not cancel or modify an order in whole or in part without Seller’s prior written consent, to be given or denied in Seller’s sole and absolute discretion, and which Seller may condition upon an adjustment of price and/or other terms and Buyer’s reimbursement to Seller of its costs and damages in connection with the order and its cancellation.

Invoicing and Payment Terms

The quoted prices are exclusive of any federal, state, municipal or other government excise, sales, use, occupational or like taxes applicable to the products. Any and all of the foregoing taxes, which may be invoiced separately, shall be borne by Buyer, and will appear as separate additional items on the invoice to Buyer, unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities prior to delivery. Any taxes which Buyer may be required to pay or collect under any existing or future federal, state, or municipal law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the Goods or any component parts, including taxes upon or measured by the receipts from the sale thereof, shall be charged to the account of the Buyer, who shall promptly pay the amount thereof to Seller upon demand.

Any orders containing published items affected by import tariff sanctions will have the tariff rates itemized on the invoice. Buyer is responsible for payment of said tariff charges within established invoice terms.

Products and services will be invoiced upon shipment. Partial shipments will receive multiple invoices. Seller shall either bill the freight charges to Buyer separately or add to the invoice as an additional item. Freight charges are always due net upon receipt of invoice.

Terms of payment are effective from the date of invoice. Payment is expected on a schedule of net thirty (30) days from the date of invoice with prior credit approval. Seller extends credit purely at Seller’s discretion. An interest charge of 1.5% is applied to all late overdue invoices. Buyer shall not be entitled to any right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior, express written approval. Buyer shall inform Seller of any issues with billing within 10 days of invoice.

If any default is made in payment of amounts due for the sale of Goods or upon any other breach of these Terms and Conditions, as such may be subsequently modified by Seller from time to time without notice, Buyer agrees to pay Seller’s reasonable costs of collection and/or compliance, including, but not limited to, reasonable attorneys’ fees and costs, not to exceed the amount allowed by any applicable statute.

Return Policy

Unused or undamaged Goods may be returned within fifteen (15) days of shipment with approval from AMT. A restocking charge equal to 25% of all goods invoiced (15% if a reorder is placed) and all freight charges will apply to returns. Seller does not accept any returns on custom or non-catalog products which the Buyer has given their approval. Seller does not accept returns on any products that have been damaged or altered by Buyer.

Custom and Non-Catalog Goods

Custom Goods (“Custom Goods”) which are made-to-order products are subject to minimum order requirements and may require longer lead times. All material and workmanship furnished in the performance of an order for Custom Goods shall be subject to inspection and tests by Buyer during manufacture, and Buyer shall have the right to require replacement or correction. Seller agrees to notify Buyer in writing immediately after learning of any delay or anticipated delay in deliveries as specified. Buyer agrees to provide final approval of custom designs and that as long as the products are manufactured to within a 10% margin of error of the approved designs, the Goods shall be deemed acceptable. Buyer agrees to purchase any materials and finished goods necessary to the completion of custom parts as defined by the approved designs.

Inspection and Acceptance

Buyer agrees to conduct inspections and tests and respond to any Seller inquiries in a timely manner.  Buyer shall have fifteen (15) days from the date Buyer receives any Goods to inspect Goods for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Seller, in writing, of any defects nonconformance or rejection of such Goods. After the fifteen (15) day period, Buyer shall be deemed to have irrevocably accepted the Goods, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such fifteen (15) day period is a reasonable amount of time for such inspection and revocation. Buyer agrees that Seller shall not be responsible for any delays caused by Buyer’s failure to conduct inspections or tests in a timely manner and notify Seller of issues.

Confidentiality

All creative work and custom product development including without limitation, drawings, sketches, other data and materials, blueprints, prototypes, and pricing pertaining to any products supplied to Buyer by Seller remain the proprietary property of Seller. The sale of the Goods hereunder to Buyer shall in no way be deemed to confer upon Buyer any right, interest or license in any Seller proprietary property or patents, patent applications or design copyrights Seller may have covering the products or any rights, interests or license in and to discoveries, inventions and other proprietary rights arising out of the work done by Seller in connection with the Goods or Goods developed by Seller. Buyer warrants that it will not divulge disclose or in any way distribute or make use of such proprietary information and any Seller confidential information, including without limitation, all other information related to Goods, Seller intellectual property, and the economic terms of the Buyer and Seller relationship, and that it will not manufacture or engage to have manufactured same or similar Goods as those supplied by Seller.

Shipping

All orders are shipped F.O.B.American Molding Technologies Inc. facilities. Seller will use the carrier designated by Buyer or, in case Buyer does not designate a carrier, Seller will use a carrier of its own choice. All express shipping arrangements must be specified by Buyer upon tender of products to Buyer, Buyer’s representative, or common carrier. In all cases, Buyer assumes all risk of loss or damage to products in transit, and the responsibility for filing a claim with the carrier. In the event of freight loss or damage, Buyer shall notify the carrier immediately, and mark the bill of lading “damaged.” When receiving a shipment, Buyer shall note the number of cartons and/or pallets shipped on the bill of lading in relation to the number of cartons and/or pallets received. Seller shall, at Buyer’s cost, ship replacement products upon Buyer’s request. Buyer shall bear the cost of any special packing or handling if such is requested by Buyer and other shipping related costs charged by carrier such as charges for discrepancies in account numbers, inaccurate or incomplete destination addresses or misleading information that caused erroneous deliveries, storage fees and all other additional costs and expenses. Domestic Buyers shipping to international destinations are required to provide broker name and phone number for freight, and are responsible for customs clearance and all related fees. Unless otherwise expressly agreed with Buyer by Seller in a separate written document, Seller shall have the right to make delivery in installments. All installments shall be separately invoiced and paid as billed without regard to subsequent deliveries. Failure of Buyer to pay for any installment when due shall excuse Seller from making further deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept and pay for remaining installments.

Force Majeure

Delivery and/or pickup dates represent Seller’s best estimate and are based upon current availability of materials, current availability of labor, present productions schedules, and prompt receipt of all necessary information and items from Buyer. Seller shall make a good faith effort to complete delivery of the Goods as indicated by Buyer in writing. However, Seller shall be relieved of its obligations and liabilities in respect of any present or future failure or delay of delivery as long as such fulfillment is prevent by causes beyond its control including but not limited to acts of God, fire, flood, wind, pandemic or epidemic, war or other outbreak of hostilities, strikes, labor difficulties, accidents, acts of terrorism, inability to obtain materials, market shortages, delays of carriers, contractors or suppliers, government regulations or laws, or failure of third parties products where applicable. Seller reserves the right to defer delivery, to cancel the order or reduce the volume of Goods delivered, all without liability of any kind whatsoever to Buyer, if Seller is prevented from or delayed in the carrying on of its business due to these causes or any other causes beyond Seller’s control without limitation. Seller shall have no obligation to purchase substitute goods or make other substitute arrangements in order to complete delivery to Buyer or to ship substitute Goods from any other facility.

Storage Fees

Seller accepts orders with the understanding that all products ordered will ship on or before the delivery date(s) agreed between Buyer and Seller (“Original Delivery Date”). Any delay in shipment requested by Buyer exceeding thirty (30) days beyond the Original Delivery Date will be subject to Storage Fees (“Storage Fees”) of $20.00 per pallet per month. For delays exceeding ninety (90) days beyond the Original Delivery Date, Seller may, upon ten (10) days notice to Buyer, require the removal of all products stored beyond the Original Delivery Date. Such products must be removed within thirty (30) days of Seller’s notice to Buyer. Seller will continue to charge Storage Fees for all months between notice to Buyer and removal of products.

Limited Liability

Buyer’s sole and exclusive remedy for any alleged defects or nonconformity of Goods shall be, at Seller’s option, repair, replacement, or refund or credit for a pro rata portion of the purchase price attributable thereto. Under no circumstances shall Seller be liable for any special, incidental, consequential, exemplary, punitive, multiple, personal injury or property damages, or other indirect result of design, manufacturing, sale, installation or use of Goods or any defect or nonconformity in the Goods, or delay or failure or delay of delivery, whether based on warranty, contract, tort, strict liability, negligence, or otherwise, regardless of whether Seller was aware of or should have been aware of the possibility of such damages or costs. Seller’s liability in connection with the sale of Goods shall not exceed the net sales price of the defective products received by Buyer.

Indemnity

To the fullest extent permitted by law, Buyer shall, at Buyer’s sole cost and expense, indemnify, defend, release, and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees based on any claim, in whole or in part, that the Goods as fabricated or manufactured by Seller in accordance with drawings, specifications or other information provided by Buyer fail to (i) be adequate for a particular purpose, (ii) comply with any product liability law, rule or regulation pertaining thereto and/or (iii) be adequate for any use to which the Goods are put after shipment by Seller to Buyer, and Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.

Warranty Disclaimer

Seller MAKES NO EXPRESSED OR IMPLIED WARRANTIES. Seller HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. ALL GOODS PROVIDED BY Seller AND ITS EMPLOYEES AND AGENTS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” Buyer ACKNOWLEDGES AND AGREES THAT BUYER TAKES SOLE RESPONSIBILITY FOR THE SELECTION OF AND SPECIFICATIONS FOR THE GOODS AND THEIR FITNESS FOR ANY PURPOSES INTENDED BY BUYER OR BUYER’S CUSTOMER(S).

Title

Notwithstanding delivery and passing of risk, Goods sold by Seller to Buyer shall remain the property of Seller until Buyer has paid to Seller the agreed purchase price therefor (together with any accrued interest) and no other sums whatsoever are due from Buyer to Seller therefor. Until title to the Goods passes to Buyer in accordance with this section, Buyer shall: (i) hold the Goods on a fiduciary basis and shall not part with possession otherwise than in the ordinary course of business; (ii) take proper care of the Goods; (iii) take all reasonable steps to prevent damage to or deterioration of the Goods; and (iv) keep the Goods free from any charge, lien or other encumbrance. From delivery until title to the Goods passes to Buyer, Buyer shall insure the Goods for their full value with a reputable insurer, and on request, Buyer shall produce the policy or policies of insurance to Seller. Further, until title to the Goods passes to Buyer, Buyer shall hold the proceeds of any claim under any such insurance policy or policies in trust for Seller and shall immediately account to Seller with the proceeds.

Purchase Money Security Interest (“PMSI”)

In accordance with the UCC, Buyer hereby grants, and Seller hereby retains a PMSI in all Goods sold by Seller to Buyer, along with any products into which such Goods are converted or included by Buyer and the process of sale or other transfer by Buyer of any and all said products or of the products themselves, until such time as Seller is fully paid all amounts owed by Buyer for such Goods, at which time said PMSI shall be immediately released. In the event Seller is not timely paid for any Goods, in addition to any other rights to which Seller may be entitled hereunder or at law or equity, Seller shall have all rights granted under the UCC in regard to enforcement of its PMSI. Seller reserves the right to, and Buyer acknowledges and agrees that Seller may notify any of Buyer’s secured creditors of Seller’s PMSI. Buyer also authorizes Seller to file with appropriate authorities financing statement(s) and/or other documents deemed necessary by seller to give notice of Seller’s PMSI. Buyer shall take all reasonable steps and cooperate with Seller in perfecting Seller’s PMSI.

Controlling Law

These Terms and Conditions and the contract by and between Buyer and Seller for the purchase and sale of Goods created hereunder is deemed made in Illinois and shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of Illinois, without giving effect to the conflict of laws principles thereof. Parties hereby agree to submit all disputes and/or claims to the jurisdiction of the United States District Court for the Northern District of Illinois and, if such court does not have jurisdiction, then all disputes and/or claims shall be submitted to the courts of the State of Illinois in Cook County for the purposes of any proceeding arising out of these Terms and Conditions, or the subject matter thereof, brought by any other party. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions or the sale of Goods from Seller to Buyer.

Waiver

Neither any failure nor any delay on the part of Seller in exercising any rights hereunder shall operate as a waiver of any of Seller’s rights. Any waiver by Seller of any breach of, or any default under, any provision of these Terms and Conditions by Buyer will not be deemed a waiver of any subsequent, breach or default. All rights and remedies granted herein are in addition to all remedies available at law or in equity.

Assignment

Buyer may not assign its rights or obligations hereunder (whether voluntarily, involuntarily, by operation of law, transfer of majority or controlling interest or otherwise) without the prior written consent of Seller. These Terms and Conditions shall be binding upon Buyer and its successors and permitted assigns.

Severability

If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions, and the remaining Sections shall continue in full force and effect.

Exclusive Agreement

The contradict by and between Buyer and Seller for the purchase and sale of Goods created hereby constitutes the entire agreement by and between Buyer and Seller with regard to the subject matter hereof and shall exclusively determine the rights and obligations of Buyer and Seller with regard to the purchase and sale of Goods, any prior course of dealing, custom or usage of trade or course of performance notwithstanding, and may not be modified by Buyer except in separate writing signed by an authorized agent of Seller.

Contact for Support

Seller may be contacted for any questions or support related to this agreement at the following contact information:

AMERICAN MOLDING TECHNOLOGIES

2350 Lunt Ave, Elk Grove Village, IL 60007

(847) 437-6900