1. Acceptance of Orders

All purchase orders are subject to acceptance by Five Star Tool Co., Inc. (“Seller”). Acceptance may be made by written acknowledgment, commencement of work, or shipment of goods. Any terms proposed by Buyer that conflict with these Terms and Conditions are rejected unless expressly agreed to in writing by Seller.

2. Pricing

Quoted prices are valid for thirty (30) days unless otherwise stated. Prices are based on material, labor, and overhead costs existing on the date of quotation. Seller reserves the right to adjust pricing for changes in specifications, quantities, delivery schedules, tariffs, duties, or material costs beyond Seller’s reasonable control.

3. Payment Terms

Unless otherwise agreed in writing:

· Net 30 days from invoice date.

· Past due balances are subject to interest at 1.5% per month (18% annually) or the maximum rate permitted by law.

· Buyer shall be responsible for reasonable collection costs, including attorneys’ fees.

4. Taxes

Prices do not include sales, use, excise, VAT, GST, or similar taxes. Buyer shall pay all applicable taxes unless a valid exemption certificate is provided.

5. Delivery

Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for delays caused by material shortages, supplier delays, transportation interruptions, labor issues, force majeure events, or circumstances beyond Seller’s control.

6. Risk of Loss

Unless otherwise agreed, title and risk of loss pass to Buyer upon delivery to the carrier at Seller’s shipping point (FOB Shipping Point).

7. Inspection and Claims

Buyer shall inspect all goods within ten (10) days of receipt. Any claim for shortages, defects, or nonconformance must be submitted in writing within that period. Failure to notify Seller constitutes acceptance.

8. Returns

No goods may be returned without Seller’s prior written authorization. Authorized returns may be subject to restocking charges.

9. Warranty

Seller warrants that products manufactured by Seller will conform to agreed specifications and be free from defects in workmanship for twelve (12) months from shipment.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

Seller’s total liability shall not exceed the purchase price of the goods giving rise to the claim.

IN NO EVENT SHALL SELLER BE LIABLE FOR:

· LOST PROFITS

· LOSS OF PRODUCTION

· LOSS OF BUSINESS

· CONSEQUENTIAL DAMAGES

· INCIDENTAL DAMAGES

· SPECIAL DAMAGES

· PUNITIVE DAMAGES

11. Tooling and Fixtures

Unless specifically identified as Buyer-owned, all tooling, fixtures, programs, gauges, CAD/CAM files, manufacturing methods, and intellectual property developed by Seller remain the property of Seller, even if tooling charges are paid by Buyer.

12. Intellectual Property

Seller retains ownership of all manufacturing processes, methods, software, tooling designs, CNC programs, and proprietary know-how developed by Seller.

13. Engineering Changes

Any change in specifications, drawings, materials, quantities, packaging, or delivery requirements requested by Buyer shall be subject to Seller’s written approval and may result in price and delivery adjustments.

14. Cancellation

Orders may not be cancelled without Seller’s written consent. Buyer shall be responsible for:

· Completed goods

· Work in process

· Raw materials acquired for the order

· Reasonable cancellation charges

15. Force Majeure

Seller shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, supplier failures, labor shortages, equipment breakdowns, transportation disruptions, governmental actions, tariffs, pandemics, or material shortages.

16. Compliance

Buyer acknowledges that products are manufactured to Buyer’s specifications where applicable. Buyer is responsible for ensuring the suitability of products for Buyer’s intended application unless Seller has expressly agreed otherwise in writing.

17. Governing Law

These Terms and Conditions shall be governed by the laws of the State of New York.

18. Venue

Any legal action arising from the sale of goods shall be brought exclusively in state or federal courts located in Monroe County, New York.

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ADDITIONAL TERMS AND CONDITIONS

19. Raw Material Cost Adjustments

Seller’s pricing is based upon material costs in effect on the date of quotation. In the event of significant increases in the cost of raw materials, alloys, specialty metals, plastics, purchased components, freight, energy, or other manufacturing inputs occurring after acceptance of Buyer’s order, Seller reserves the right to adjust pricing accordingly upon written notice to Buyer.

20. Tariffs, Duties, and Government-Imposed Charges

Any tariffs, import duties, trade restrictions, customs charges, sanctions-related costs, or government-imposed fees enacted or increased after the date of quotation shall be the responsibility of Buyer and may be added to the purchase price.

Seller reserves the right to adjust pricing and delivery schedules to reflect such costs.

21. Customer-Furnished Material

Where Buyer supplies material for processing:

· Seller assumes no responsibility for defects, inconsistencies, contamination, improper certification, dimensional variation, or material failure.

· Seller shall not be liable for scrap, rework, delays, or nonconforming product resulting from defects in customer-supplied material.

· Additional machining, inspection, setup, handling, or testing costs resulting from customer-furnished material shall be charged to Buyer.

· Seller’s liability for customer-furnished material shall be limited to the value-added manufacturing services provided by Seller.

22. Customer-Supplied Specifications and Drawings

When manufacturing products to drawings, models, specifications, or instructions provided by Buyer:

· Seller relies upon the accuracy and completeness of such information.

· Buyer assumes full responsibility for product design, engineering, performance, safety, regulatory compliance, and fitness for intended use.

· Seller shall not be liable for defects, failures, recalls, damages, or losses resulting from errors or omissions in Buyer-provided specifications.

· Buyer shall indemnify and hold Seller harmless from claims arising from products manufactured according to Buyer’s specifications.

23. First Article Approval

When first article inspection, prototype approval, sample approval, or process validation is required:

· Production quantities shall not commence until Buyer provides written approval.

· Any delay in approval may result in revised delivery schedules.

· Changes requested after approval may require additional charges and revised lead times.

· Unless otherwise agreed, approval shall be deemed granted if Buyer fails to respond within ten (10) business days after submission.

24. Blanket Orders and Release Requirements

For blanket purchase orders:

· Delivery schedules are forecasts only and are not binding upon Seller.

· Buyer shall provide firm releases sufficient to support material procurement and production scheduling.

· Seller reserves the right to invoice and ship based upon released quantities.

· Buyer shall be responsible for all finished goods, work-in-process, and raw materials procured in reliance upon Buyer’s forecasts.

· Unless otherwise agreed in writing, Buyer shall purchase all inventory acquired specifically for its requirements.

25. Tooling, Fixtures, and Tool Wear

Seller retains ownership of all tooling, fixtures, gauges, jigs, CNC programs, setup documentation, manufacturing methods, and process know-how developed by Seller unless expressly agreed otherwise in writing. Tooling charges do not transfer ownership rights unless specifically stated. Normal tool wear associated with production is included in quoted pricing. Extraordinary wear caused by:

· Abrasive materials,

· Interrupted cuts,

· Hardness variations,

· Customer-supplied materials,

· Design changes, may result in additional charges.

· Replacement tooling required after completion of quoted production quantities shall be charged to Buyer unless otherwise agreed.

26. CNC Programs and Manufacturing Intellectual Property

All CNC programs, CAM files, machining strategies, setup sheets, process documentation, manufacturing methods, quality procedures, and proprietary know-how developed by Seller remain the exclusive property of Seller. No ownership rights are transferred to Buyer unless specifically stated in a written agreement executed by Seller.

27. CAD Models and Electronic Data

Buyer shall be responsible for verifying the accuracy of all CAD models, electronic files, and digital data supplied to Seller.

In the event of conflict between drawings and electronic models, Seller may rely upon the information designated by Buyer as the controlling document. Seller shall not be responsible for errors contained within customer-provided digital files.

28. Production Yield and Scrap Allowance

Manufacturing processes may result in normal and unavoidable scrap.Quoted prices assume standard industry manufacturing yields. Seller reserves the right to produce reasonable overages or underages of up to ten percent (10%) unless otherwise specified in writing. Buyer shall pay for actual quantities shipped.

29. Manufacturing Variations

Unless otherwise specified, industry-standard tolerances shall apply. Buyer acknowledges that machining, plating, coating, heat treatment, welding, anodizing, and other manufacturing processes may result in normal dimensional, cosmetic, or appearance variations. Such variations shall not constitute defects provided products conform to applicable specifications.

30. Inventory Liability

For custom products, non-standard materials, or products manufactured exclusively for Buyer:

Buyer shall be responsible for:

· Finished goods,

· Work-in-process,

· Raw materials,

· Purchased components,

· Outside processing costs, incurred by Seller prior to cancellation, termination, or suspension of orders.

31. Storage Charges

Products not accepted or released by Buyer within thirty (30) days after completion may be subject to reasonable storage charges. Seller reserves the right to invoice completed product upon completion regardless of delivery schedule if delays are caused by Buyer.

32. Cybersecurity and Confidential Information

Each party shall use commercially reasonable efforts to protect confidential information exchanged during the business relationship. Seller does not warrant that electronic transmissions, emails, CAD transfers, portals, or data exchanges are free from unauthorized access or cyber threats. Neither party shall be liable for indirect damages resulting from cybersecurity incidents beyond its reasonable control.

33. Export Controls and Sanctions Compliance

Buyer shall comply with all applicable export control laws, sanctions regulations, and trade restrictions. Buyer shall not export, re-export, transfer, or use Seller’s products in violation of applicable laws. Buyer shall indemnify Seller against any claims or penalties arising from Buyer’s failure to comply with export regulations.

34. Limitation of Remedies

Buyer’s exclusive remedy for any claim arising from goods or services supplied by Seller shall be repair, replacement, or credit, at Seller’s sole option. No claim may be brought more than one (1) year after delivery of the goods.

35. Attorney Fees

In any action arising from the sale of goods or services, the prevailing party shall be entitled to recover reasonable attorney fees, court costs, collection expenses, and related legal costs.

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