All TMC Industries, Inc. (“Seller”) sales in North America are subject to the following Terms and Conditions: 
Revised: January 1,2023

Seller does not accept any terms and conditions other than those expressly set forth in this Agreement, and Seller offers to sell the Material to Buyer only upon the terms and conditions contained in this Agreement. No other terms and conditions that may otherwise contain in any other documents of Buyer shall modify or contradict the terms set forth herein. 

  1. Price - Seller may increase any price hereunder by giving written notice at least fifteen (15) days prior to the effective date of any increase. Each such price increase shall apply to all Material covered hereunder and as covered under those purchase orders that are accepted and confirmed in writing by Seller. If, because of any law, regulation or other governmental action, Seller is required to reduce any price in effect hereunder or is prevented from increasing any price to the extent it wishes pursuant to this paragraph, Seller may cancel this Agreement the Material so affected by giving to Buyer at least thirty (30) days prior written notice. 
  2. Shipping Point - All products are sold F.O.B. shipping point with transportation at the expense of Buyer and unless otherwise stated herein, Seller reserves the right to select the means of transportation and routing. Risk of loss or damage shall pass to Buyer upon delivery of the products to the transportation company F.O.B. Shipping Point. All deliveries made to public carriers are made subject to the terms of such carrier’s bill of lading and tariffs, and the carrier shall be deemed the Buyer’s agent irrespective of the terms of sale. All risks of loss, damage to, and disappearance of the products shall be borne by the Buyer from after delivery of the products to the carrier. The Seller shall have no liability whatsoever for delay in delivery. If the Seller prepays such charges on Buyer's request or for Buyer, Buyer will reimburse Seller. 
  3. Shipments – (a) Buyer shall order Material from Seller a reasonable time in advance of each shipment hereunder. Such orders shall identify the Material being ordered and shall include the quantity of Material, the shipping instructions, and the date on which delivery is desired. (b) All purchase orders are subject to written acceptance and confirmation by Seller. Until such acceptance and confirmation, Seller shall not be obligated to deliver any such quantity identified in the purchase orders. Failure of Buyer to place orders or to accept delivery pursuant to the terms hereof for ninety (90) consecutive days, except for reasons excusing performance under Force Majeure, shall be deemed a material breach of this Agreement, and Seller, in addition to its other remedies, may terminate this Agreement by giving written notice to Buyer at any time thereafter prior to the time Buyer places an order in conformity with the terms hereof. (c) Packaged shipments, if any, shall be made in Seller's standard containers. 
  4. Payment – All prices quoted and payments shall be in US Dollars. Seller accepts payment in the form a) Credit Card - Seller may add a convenience fee for credit card payments, b) EFT – Wire Instructions provided on Pro Forma Invoice upon receipt of purchase order, c) Payment on Delivery, or d) upon Seller’s approval, Credit Terms - Seller reserves the right to perform a credit check for approval of credit terms. Credit Terms of payment shall be net thirty (30) days after the date of Seller's invoice, subject to change by verbal or written notice to Buyer. In no event shall such invoices be dated earlier than the date of shipment. Seller reserves the right, among other remedies, either to terminate this Agreement, or to suspend further deliveries, upon failure of Buyer to make any payment pursuant to this or any other Agreement between the parties hereto. If, in the judgment of Seller, Buyer's financial responsibility becomes impaired, Seller may refuse to deliver except for cash prior to delivery. Seller may demand immediate payment in full for all goods delivered or revise the stated credit terms whenever it deems such actions advisable to protect its interest. Any delinquent or overdue invoices shall be subject to a finance charge of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.
  5. Cancellations – Cancellations of purchase orders on Stock products may be accepted only if received by Seller in writing 24 hours prior to shipment. Cancellation of purchase orders shall not be accepted by Seller on Non-Stock products or after shipment of product is made. 
  6. Taxes – Any tax, excise (manufacturer's or otherwise), inspection fee, duty (import or export), license fee (import, export, or otherwise), tonnage charge, assessment of other tax, fee, assessment, or charge which is levied, assessed, or imposed by federal, state, or local authorities upon the products, transactions, and/or services contemplated hereunder (including the delivery, sale, use, production or consumption of the products or privilege of doing any of the same), and/or which is imposed on or measured by the price of the products or the proceeds of sale hereunder, shall be added to the price or prices set forth herein and shall be paid by Buyer, unless said price or prices specifically state that they include any such charge or charges. Seller is responsible to collect Minnesota State taxes unless Buyer has a Tax Exempt Status or Reseller’s Permit. Buyer has the responsibility to assess and pay their own taxes for out-of-state purchases. 
  7. Claims - Buyer agrees to accept and pay for, at the Agreement price, any shipment which does not vary more than 10.0% from the amount requested. Buyer's receipt at Buyer's destination of any Material delivered hereunder shall be an unqualified acceptance of a waiver by Buyer of any and all claims with respect to such Material unless Seller receives written notice of such claim within ten (10) days after Buyer's receipt or, in case of nondelivery, within thirty (30) days after the date set for delivery. Seller's weights taken at the shipping point shall govern, unless proven to be in error. Not limiting any of the foregoing, prior approval must be gained from Seller for return of Seller's identified Stock products that are in original unopened boxes. Stock product returns may occur up to 90 days after ship date, a 25% restock fee will be assessed. 
  8. Limitation of Liability - The remedies of Buyer set forth herein are exclusive. The total liability of Seller, with respect to this Agreement, these Terms and Conditions or the goods furnished hereunder, or with respect to the sale, delivery, repair, or technical direction covered by or furnished under these Terms and Conditions, whether such liability of Seller is based on contract, warranty, negligence, strict liability, indemnity or otherwise, shall not exceed the purchase price of the goods set forth on the front hereof of which the claim is made. SELLER SHALL IN NO EVENT BE LIABLE TO THE BUYER, ANY SUCCESSORS IN INTEREST OR ASSIGNEES OF THE BUYER, ANY CUSTOMERS OF BUYER OF ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR BREACH HEREOF, OR ARISING OUT OF ANY DEFECT IN, OR FAILURE OR MALFUNCTION OF THE GOODS SOLD HEREUNDER, WHETHER SUCH DAMAGES ARE BASED UPON LOST GOODWILL, LOST PROFITS OR REVENUE, INTEREST, WORK 2 STOPPAGE, IMPAIRMENT OF OTHER GOODS, LOSS BY REASON OF SHUTDOWN OR NON-OPERATION, INCREASED EXPENSES OF OPERATION, LOSS OF USE OF RELATED GOODS OR OPERATIONS, AND/OR COST OF PURCHASE OF REPLACEMENT GOODS, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, OR OTHERWISE.
  9. Force Majeure - In case performance of any terms or provisions hereof shall be delayed or prevented because of compliance with any law, decree, request or order of any governmental agency or authority, either local, state or federal, or because of riots, war, public disturbances, strikes, Iockouts, differences with workmen, fires, floods, acts of God, accidents of navigation, breakdown or failure of transportation or transportation facilities, failure of or interference with the manufacture, receiving, handling, delivery, or consumption of the material covered hereby, inability to obtain raw materials, fuel, power, labor, containers or transportation facilities, or commercial impracticability, or for any other reason (whether or not of the same class or kind as herein set forth) which is not within the control of the party whose performance is interfered with and which by the exercise of reasonable diligence said party is unable to prevent, the party so suffering may at its option suspend or cancel deliveries or receipts during the period such cause continues, and no liability shall attach against either party on account thereof. Seller shall apportion its available supply of such material among its customers and purchasers including its own departments and divisions on an equitable basis without incurring liability for failure to perform this Agreement. The provision of this paragraph shall not be available to either party which fails to use reasonable diligence to remedy the situation and remove the cause in an adequate manner and with all reasonable dispatch. The requirement that any force majeure be remedied with all reasonable dispatch shall not require the settlement of strikes or labor controversies by acceding to the demands of the opposing party or parties. Buyer shall apportion its purchases of such material among its suppliers including its own departments and divisions on an equitable basis without incurring liability for failure to perform this Agreement.
  10. Construction - The formation of this Agreement and the rights and obligations of the parties hereunder will not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended, but shall be exclusively governed by and exclusively construed in accordance with the laws of the State of Minnesota, U.S.A. excluding any choice of law rules which may direct the application of the laws of any other jurisdiction. Any dispute regarding this Agreement or the relationship between the parties shall be resolved in a court of competent jurisdiction located in Minneapolis, Minnesota, U.S.A.. 
  11. Compliance with Federal Laws - Seller states that all goods delivered under this Agreement will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act of 1938, as amended. Seller further states that the material sold hereunder is produced in accordance with applicable provisions of Executive Order 11246 dated September 24, 1965, which is incorporated herein by reference. 
  12. Warranties - The Seller warrants that the goods furnished hereunder shall meet Seller's standard shipping specifications at the time the goods leave Seller's plant. NO OTHER WARRANTY, WHETHER EXPRESS OR ARISING BY OPERATION OF LAW OR FROM ANY COURSE OF DEALING OR TRADE USAGE OR OTHERWISE IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL EXIST in connection with sale, resale or use of any of the Seller's products. Buyer assumes all risk whatsoever as to the result of the use of the material(s) purchased, whether used singly or in combination with other substances. Buyer indemnifies Seller against all claims, losses, expenses, costs, obligations and liabilities arising or resulting from any actual or alleged loss, damage or injury to persons or property caused by or relating to the Material. 
  13. Responsibilities - Seller shall not be liable for failure to make any deliveries (or portions thereof) arising out of compliance with any law or other governmental action, or arising out of acts of God, labor troubles, shortage of materials or equipment, terrorism, interruption of or delay in transportation, or any other circumstance of like or different nature beyond the reasonable control of Seller. If any such contingencies occur, Seller may, without liability to Buyer of any kind, keep its available supply of any product for its own uses or distribute it among its customers upon such basis and in such manner as Seller deems fair and practicable. At the option of either party the total quantity to be delivered shall be reduced to the quantity not delivered on account of such cause. 
  14. Patents - Buyer shall indemnify and hold Seller harmless against any loss of whatsoever nature resulting directly or indirectly from infringement of patents or trademarks including expenses of defense and reasonable attorneys' fees. Seller reserves the right to discontinue deliveries of any material the manufacture, sale, or use of which in its opinion would involve patent infringement. The contract of sale formed by these Terms and Conditions in no way provides Buyer with any license, expressed or implied, to practice any patented inventions or discoveries owned by Seller,. 
  15. Assignability - This Agreement may not be assigned, in whole or in part, by Buyer without the prior written consent of Seller. Seller may assign this Agreement without Buyer's consent to any affiliate of Seller or to any company growing out of a consolidation or acquisition by or merger with Seller, or to a company or entity acquiring the majority of Seller's assets related to the production or sale of the Material sold hereunder. 
  16. Termination - Seller may, at its option and by written notice, terminate the Agreement immediately if (a) Buyer defaults in making payment under or breaches any covenant of the Agreement and does not remedy such breach within thirty (30) days after written notice from Seller, (b) Buyer becomes insolvent, (c) there is any change in ownership or control of Buyer, or (d) any regulation, order or decree is imposed that regulates the prices that may be charged by Seller. 
  1. Miscellaneous Terms - This Agreement contains the entire understanding between Buyer and Seller for the purchase and sale of the material(s) described herein. This Agreement shall not be modified by acceptance by Seller of any purchase order issued by Buyer and containing inconsistent or supplemental terms or conditions. If any provision hereof is, or becomes, violation of any law, or rule, order or regulation issued thereunder, Seller shall have the right, upon notice to Buyer, to cancel such provision, without effect upon the other provisions, or to cancel further deliveries in their entirety. Waiver by either party of any breach, or failure to enforce any of the terms and conditions of this Agreement at any time, shall not in any way affect, limit, or waive the right of that party thereafter to enforce this Agreement and compel strict compliance with every term and condition thereof. All notices hereunder shall be deemed given if delivered in writing personally or sent by certified mail or facsimile to Buyer or to Seller at the addresses set forth on the front of this form. Any notice given by certified mail shall be deemed given at the time such notice is deposited in a USA post office, postage prepaid. Any notice given by facsimile will be deemed given at the time such notice is sent provided that receipt is confirmed and the facsimile is followed by a hard copy sent by mail.