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Terms & Conditions

“Purchaser” means the company that has contracted to purchase goods from Tollman Spring Company, LLC, “Seller” means Tollman
Spring Company, LLC “Goods” means Seller’s products provided by Seller to Purchaser.

In accordance with the usage of trade, Purchaser’s assent to the Terms and Conditions of Sale set forth below shall be conclusively
presumed from Purchaser’s failure to seasonably object in writing and from Purchaser’s acceptance of all or any part of the goods ordered.

1. QUALITY CONTROL: Standard commercial tolerances used in the spring industry will be maintained unless otherwise specified.
Seller’s quotation does not include the cost of 100% inspection.

2. VARIATION IN QUANTITY: Seller shall be allowed the standard over-run or under-run unless otherwise specified.

3. TOOLS: When tools are quoted, payment does not convey title or right to remove them from our possession. If a reorder is not
received after a lapse of twenty-four (24) months we reserve the right to dispose of the tools and subsequent orders can be quoted
including a charge for new tools. If the Buyer desires the tools upon completion of the order, Buyer shall have the right to remove
them upon payment to the Seller of an additional 25% of the invoiced price of the tools. Tools quoted $100.00 or less are not
subject to removal.

4. DELIVERY: Estimates of delivery are based on Seller’s information at the time, but cannot be guaranteed, nor will Seller be
responsible for any delays performance including, but not limited to, fires, strikes, floods, accidents, delays of carriers, failure of
Seller’s suppliers to meet delivery promises, acts of God, war, riot, embargoes, acts of civil or military authorities, breakdown of
machinery, storm or any other circumstances or cause beyond the control of the Seller in the reasonable conduct of its business.

5. CLAIMS: Any claims that goods have not conformed to specifications will not be accepted without prior written authorization
from Seller within fourteen days of the receipt by Purchaser of such goods; otherwise, any such claims shall be deemed to have
been waived by Purchaser. If Purchaser complies with the above notice requirements, Seller’s liability shall be limited to refunding
the purchase price of the goods in question. No damages or charges of any kind, either for labor, expenses or otherwise, suffered
by Purchaser in repairing or replacing goods will be allowed.

6. EXCLUSION OF WARRANTIES: There is no warranty of any kind, express of implied, and specifically there is no warranty of
merchantability or of fitness for purpose.

7. DISCOUNT: ½ of 1% 10 days, net 30 days to Purchasers with established credit. Purchaser’s account must be current for any
discount to apply. In other cases, Seller reserves the authority to ship goods C.O.D. or C.I.A., based on past credit history. All
shipments are EXW Ship Point.

8. PRICE: Additional charges may be incurred if Seller is not advised of multiple shipments or specified paperwork at time of
quotation. Blanket orders may be subject to price change due to increased labor or material cost. Blanket orders will be accepted
as a one year contract and will be shipped by the anniversary of order date.

9. PATENTS: If any product supplied by the Seller hereunder is made in accordance with materials, designs or specifications
furnished or designated by the Purchaser which allegedly infringes any United States patent, the Purchaser shall indemnify the
Seller against any judgment for damages and costs which may be rendered against the Seller in any suit brought on account of the
alleged infringement of any United States patent by such product or by such materials designs or specification; provided that
prompt written notice be given to the party from whom indemnity is sought of the bringing of the suit and that a opportunity be
given such party to settle or defend it as that party may see fit and that every reasonable assistance in setting or defending it shall be
rendered. Neither the Seller nor the Purchaser shall in any event be liable to the other for special, indirect, incidental or
consequential damages arising out of or resulting from infringement of patents.

10. CHOICE OF LAW: These Terms and Conditions of Sale shall be governed and construed in accordance with the State of

11. SEVERABILTIY OF UNCONSCIONABLE CLAUSE: The Seller and Purchaser hereto agree that if any clause of these Terms
and Conditions of Sale is held unconscionable, the balance if these Terms and Conditions of Sale shall remain in full force and

12. EXCLUSION OF PAROL AND EXTRINSIC EVIDENCE: These written Terms and Conditions of Sale are intended as the final
expression of the contract of the Seller and Purchaser and parol or extrinsic evidence is inadmissible to explain, vary or contradict
the express terms of same.

13. SAMPLES: If requested the Seller will submit samples for approval when commencing operation upon any order, but does so with
the understanding that his machines are to be run immediately after they are set correctly to customer’s specifications and he will
assume responsibility for having the product in conformity with the original specification during the period necessary in which to
obtain customer’s approval. Any change in specifications can be made only at customer’s direction and expense.


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