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Terms and Conditions of Sale

This proposal by Seller does not constitute a firm offer but is an invitation to place an order. All orders are subject to written acceptance by Seller as set forth below.

1. Parties. "Seller" means GCH Tool Group, Inc or if otherwise expressly indicated any of its divisions and affiliates, including but not limited to: GCH Machinery, CNC Link, Inc, and Grinders Clearinghouse, Inc. ("Employer" or "Company"). "Buyer" means the entity or person submitting the purchase order to Seller.

2. Application. These Terms and Conditions of Sale define the relationship of Buyer and Seller and apply to all sales of equipment, parts, supplies, materials, or other personal property (individually and collectively, "Equipment") by Seller to Buyer. Buyer acknowledges and agrees that these Terms and Conditions of Sale are incorporated in, and are a part of, each quotation, purchase order, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale of Equipment by Seller to Buyer (these documents are collectively referred to as the "Agreement").

3. Quotation Expiration. Written quotations may be withdrawn at any time unless otherwise noted.

4. Acceptance and Inspection. Any Buyer purchase order is subject to approval and acceptance by an authorized representative of Seller at Seller's headquarters located at 13265 East Eight Mile Rd. Warren, Michigan 48089 ("Headquarters"). Seller expressly limits its acceptance to these Terms and Conditions of Sale. Additional or different terms in Buyer's purchase order shall not be binding on Seller and are hereby expressly rejected. Such acceptance by Seller may be evidenced either by: (a) Seller's written notice of such acceptance or (b) Seller's completion of all performance required under Buyer's purchase order shall constitute acceptance of the purchase order in accordance with the terms and condition stated herein. Buyer will have five (5) days from the date of delivery to inspect the Equipment for defects and nonconformance and to notify Seller, in writing, of any defects, nonconformance, or rejection of the Equipment (other than defects or nonconformities due to damage, shortage, or errors in shipping that will be reported as set forth below). Claims for shipping damage, errors, or shortages must be made in writing to Seller no more than five (5) days after receipt of shipment. After this period, Buyer will be deemed to have irrevocably accepted the Equipment, if not previously accepted. After acceptance, Buyer will have no right to reject the Equipment for any reason or revoke acceptance. Claims for damage due to shipping must be made by Buyer to the freight carrier.

5. Pricing.

A. Prices for Equipment and other related materials or information shown in any Seller or manufacturer product publication, including but not limited to catalogs, brochures, and websites, are subject to change without notice. Prices do not include related freight charges, use tax, sales tax, excise tax, value­ added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority unless otherwise expressly noted by Seller. Invoices shall include core charges where applicable.

B. Payment for Equipment shipped by Seller hereunder shall be made at Seller's Headquarters in United States funds without exchange or similar changes unless agreed to in writing by Seller. If Buyer fails to make payment in accordance with the terms of this Agreement, or any collateral agreement, or fails to comply with any provision hereof, Seller may, at its option (and in addition to other remedies), cancel any unshipped portion of this order, and Buyer shall remain liable for all unpaid accounts.

C. A finance charge will be charged from the date of invoice on all past due accounts at the maximum rate of interest permitted by law.

D. The total price of the Equipment for each shipment constitutes a separate debt owing to Seller and shall be paid in full without right of set-off regardless of any controversy relating to other delivered or undelivered equipment.

6. Taxes. Prices quoted do not include (and Buyer shall pay) all taxes and fees of any kind that may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Equipment by Seller with the exception of Seller's income tax obligations arising out of the sale of the Equipment. Buyer agrees to indemnify and hold Seller harmless from liability for taxes, other than taxes on net income, assessed in connection with this Agreement and the legal fees or costs incurred by Seller in connection therewith.

7. Payment Terms.

A. Unless otherwise specifically agreed in writing by Seller, the total price is due and payable to Seller, without setoff or other deductions or charges, Net Thirty (30) Days of Seller's invoice.

B. Any amounts due by Buyer to Seller that are unpaid on or after thirty (30) days of Seller's invoice will bear interest at the rate of 2% per month or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above will not constitute a waiver by Seller of any rights and remedies in connection with a default by Buyer. Buyer will pay all court costs, attorney fees, and other costs incurred by Seller in collecting past-due amounts, including interest.

C. If shipment or delivery of Equipment is delayed by or at the request of Buyer, payment will remain due in full thirty (30) days from the date of Seller's invoice. In such event, Seller may impose, and Buyer shall pay, storage charges and other incidental expenses incurred by Seller as a result of the delay in addition to any interest on late payments as described above.

8. Security Interest. As security for payment of all amounts due to Seller, Buyer grants to Seller a security interest in all Equipment sold by Seller to Buyer, and Seller will have all rights of a secured party under the Uniform Commercial Code with respect to the Equipment. Buyer appoints Seller as its attorney-in-fact with authority, at Seller's option, to take actions as Seller deems reasonable to perfect the above security interest in any one or more jurisdictions, and Buyer shall pay all applicable filing fees.

9. Return of Equipment. All returns will be pursuant to Seller's instructions. Buyer must contact Seller for a Return Material Authorization ("RMA") form before returning any Equipment. All returns must reference the RMA number along with the original invoice number and the reason for return. Nonwarranty returns of normal stock Equipment that are unused and are in resalable condition will be subject to Seller's return policies in effect at the time, including applicable restocking and transportation charges and other conditions of return.

10. Cancellation or Termination. Cancellation or termination of this Agreement by either party must be made in writing to the other party. In the event of cancellation of the Agreement by Buyer, or in the event of default under the Agreement by Buyer that is not cured within thirty (30) days after written notice by Seller, Buyer will pay to Seller on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by the manufacturer) incurred directly or indirectly by Seller in connection with the Agreement, all as reasonably determined by Seller, plus any profit to be negotiated with Buyer. In no event, however, will any amount payable by Buyer under the Agreement exceed the total price payable by Buyer for the Equipment.

11. Shipment and Delivery. Any delivery dates or other schedule of performance by Seller are approximations, and the sole obligation of Seller with respect to the schedule of delivery or performance will be to use commercially reasonable efforts to deliver the Equipment, or otherwise to perform, consistent with the reasonable demands of its business. Seller will have no liability to Buyer or any other person for delays in performance due to strikes or labor disputes of any type; accidents, fire, floods, acts of God, or actions by governmental authorities; acts, omissions, or delays of Buyer or any other third party; shortages of labor; or without limitation of the above, for any causes reasonably beyond the control of Seller. In the event that the occurrence of such a contingency prevents or interferes with Seller's performance of its obligations: (I) Buyer shall accept as full and complete fulfillment of its order such portion of the Equipment as Seller is able, under the circumstances, to procure and deliver in accordance with its obligations, and (II) Seller may, at its option, cancel this Agreement or any part thereof without any liability to Buyer, resulting therefrom.

12. Title and Risk of Loss. Title to and risk of loss or damage to the Equipment will pass to Buyer on delivery by Seller F.O.B. (a) Seller's facility, (b) Seller's supplier's facility when Equipment is shipped directly from the manufacturer, or (c) as otherwise specifically indicated in the Agreement.

13. Technical Support. Unless otherwise specifically provided on the quotation or invoice, the Agreement does not include any services of Seller in connection with installation, testing, or evaluation of the Equipment. Seller will, however, consistent with its capabilities and subject to scheduling acceptable to Seller, make available to Buyer, at Buyer's expense, technical support services relating to the Equipment at the rates then imposed by Seller, together with any out-of-pocket expenses to Seller in connection with the technical support. The sole remedy of Buyer in connection with any acts or omissions of Seller in the provision of technical support will be the provision of further technical support to Buyer reasonably required to correct the act or omission.

14. Limited Warranty- Disclaimer of Warranties.

A. Seller warrants the Equipment to meet published specifications for the period of time stated in the Quote, with a start date not to exceed ninety (90) days from shipment, provided: (I) that the Equipment has not been subject to accident, misuse, abuse, neglect, deterioration by chemical action, or damage during shipping, nor been used for a purpose other than for which it was designed; (II) Buyer, within the above warranty period, provides Seller with a reasonably precise written statement of the nature of Buyer's warranty claim; (III) Buyer preserves such Equipment for Seller's inspection; and (IV) Buyer does not alter or attempt to repair such Equipment.

B. Seller shall, in its sole discretion, repair or replace the Equipment, at Buyer's location or onsite.

C. Parts sold by Seller but not manufactured by Seller are warranted by Seller only to the extent of the original manufacturers thereof shall provide remedy under such manufacturer's warranty for such products.

D. Seller's warranty does not become effective until Buyer pays for the Equipment in full, unless otherwise agreed by the parties in writing.

E. Seller makes no other warranty of any kind whatsoever, express or implied, and all implied warranties of merchantability and fitness for a particular use which exceeds the above obligations are hereby disclaimed by Seller and excluded.

F. The sole remedy available to Buyer with respect to defects in the Equipment will be against the manufacturer under any applicable manufacturer's warranty to the extent available to Buyer.

G. TO THE EXTENT THE MANUFACTURER WARRANTY IS NOT TRANSFERABLE TO BUYER, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE EQUIPMENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

H. IN NO EVENT WILL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF DEFECTIVE EQUIPMENT.

I. BUYER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF BUYER, AND SELLER MAKES NO REPRESENTATION WITH RESPECT TO THEM.

J. If Equipment is resold by Buyer, Buyer will include in its particular agreement with third-party for resale of the Equipment limitation provisions that limit recoveries in accordance with this Agreement. In case of Buyer's failure to include in any agreement for resale the terms providing for such limitations, Buyer will indemnify and hold Seller harmless against any liability, loss, cost, damage, or expense (including reasonable attorney fees) arising out of or resulting from the failure.

15. Confidentiality. Seller will ensure that the goods, services, and all related information covered by this Agreement, including but not limited to design manufacturing information, which Seller receives from Buyer or information obtained and observations made when Buyer is doing a walkthrough in any of Seller's facilities ("Confidential Information") will be kept in strict confidence. Seller will exercise all reasonable precautions to prevent unauthorized disclosure of Confidential Information to any third party. Seller will not use the Confidential Information for any purpose other than for executing its obligations under this Agreement. This provision will survive cancellation, termination, or expiration of this Agreement.

16. Patent and Trademark Usage. Buyer shall defend, indemnify, and hold Seller harmless from and against any and all claims, demands, debts, obligations, or liabilities arising out of alleged infringement or contributory infringement of letters patent connected with the manufacture, sale, or use of any Equipment which is manufactured pursuant to a design specified by Buyer, altered by Buyer, or installed in combination with other devises or products.

17. Compliance with Laws. Buyer will be responsible for compliance with any and all federal, state, or local laws or regulations respecting safety or respecting use of the Equipment and shall indemnify and hold Seller harmless from and against any and all claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance, or operation of the Equipment. Buyer shall notify Seller promptly and in any event within thirty (30) days, of any accident or malfunction involving the Equipment which results in personal injury or damage to property and shall cooperate fully with Seller in investigating and determining the cause of such accident or malfunction. In the event Buyer fails to give such notice to Seller and to so cooperate, Buyer agrees to indemnify and save Seller harmless form any claims arising from such accident or malfunction.

18. Export Control. Equipment supplied by Seller may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all laws and regulations. Notwithstanding any other provision to the contrary, if federal, state, or local law requires export authorization for the export or re-export of any Equipment or associated technology, no delivery can be made until export authorization is obtained, regardless of any otherwise promised delivery date. If any required export authorization is denied, Seller and Seller's supplier will be relieved of any further obligation relative to the sale and delivery of the Equipment subject to denial without liability of any kind relative to Buyer or any other party. Seller will not comply with boycott-related requests except to the extent permitted by federal law and then only at Seller's discretion.

19. International Shipments. This provision applies only to export shipments outside of the United States. Notwithstanding any provision stated above, inspection by Buyer and final acceptance is to be at Seller's Headquarters prior to shipment. After shipment is made, whether or not Buyer has inspected the Equipment, Seller shall have no liability or responsibility to Buyer for damages of any kind caused by any defect or condition which such inspection should have revealed. Buyer shall, at its own expense, obtain all licenses, permits, and any other documents required for the export or import of the equipment. Seller reserves the right to place in storage for Buyer's account and at Buyer's expense any equipment not timely shipped in accordance with the terms hereof if such delay is not the fault of the Seller. The Seller reserves all rights to any drawback of U.S. Customs duties, if obtainable. Payment of the invoice price shall be by bank wire transfer at Seller's bank (to be provided) in the amount sufficient to cover the total price, net of any advance deposit or such other security acceptable to Seller.

20. Limitation of Action. Any legal action with respect to a transaction contemplated herein or in connection with any related transaction with Seller must be commenced with one (1) year after the cause of action has accrued.

21. Authority. Each signatory represents that it has all requisite authority to execute the Agreement on behalf of its principal and that the Agreement is fully enforceable against the principal in accordance with its terms.

22. Assignment. This Agreement is not assignable by Buyer without the prior written consent of Seller.

23. Changes. Seller reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computation that may exist in the Agreement

24. Modifications and Waiver- Entire Agreement.

A. Neither party has rights, warranties, or conditions expressed or implied, statutory or otherwise, other than those contained in this Agreement. The Agreement contains the entire agreement between Seller and Buyer and can be modified or rescinded only by a writing signed by both parties. No waiver of any provision of the Agreement will be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted, and unless expressly made generally applicable, will apply only to the specific case for which the waiver is given. Failure of either party to insist on strict performance of the Agreement will not be construed as a waiver of any term or condition of the Agreement.

B. Any document submitted by Buyer to Seller confirming its intention to purchase Equipment described in the Agreement (purchase orders or releases) will be deemed to constitute a confirmation and acceptance of the Agreement, even if the document states terms in addition to or different from those in the Agreement. All agreements between Seller and Buyer will be solely under the terms and conditions of the Agreement and these Terms and Conditions of Sale, and Seller objects to any and all additional or different terms contained in any document submitted to Seller by Buyer. Any execution by Seller of any other document submitted by Buyer in connection with the purchase of Equipment does not constitute acceptance of or agreement to any terms and conditions in addition to or different from those contained in the Agreement and these Terms and Conditions of Sale, but will constitute only acknowledgment of receipt of the document.

C. In addition, notwithstanding any terms contained in any documents submitted by Buyer in connection with the purchase of Equipment described under the Agreement, the acceptance of delivery by Buyer of Equipment described in the Agreement will constitute a course of conduct constituting Buyer's acceptance and agreement to the terms and conditions of the Agreement and these Terms and Conditions of Sale, to the exclusion of any additional or different terms and conditions.

25. Waiver. The forbearance or failure of Seller to enforce any of the terms and conditions of this Agreement or to exercise any right accruing from any default of Buyer shall not affect or impair Seller's rights in case such default continues or in case of any subsequent default of Buyer and such forbearance or failure shall not constitute a waiver of other or future defaults of Buyer. Additionally, if any provision of this agreement is held to be in conflict with, or invalid, illegal, or unenforceable, under any applicable local, State, Federal, or other law, such provisions shall be of such force and effect to the maximum extent permissible by such jurisdiction and the validity, legality, and enforceability of the remaining provision shall not in any way be affected or impaired thereby.

26. Governing Law and Venue. The provisions hereof shall be controlling, notwithstanding any conflicting provisions in any order placed by Buyer, and shall be construed in accordance with the laws of the State of Michigan, including, without limitation, the Uniform Commercial Code as enacted in said jurisdiction, to the exclusion of any Rules on Conflict of Laws of the State of Michigan, and U.N. Convention on the International Sale of Goods. Any claims or controversy arising out of or relating to this Agreement, any breach thereof, or the Equipment itself, shall be resolved in the Circuit Court of Macomb County, Michigan, or the U.S. District Court for the Eastern District of Michigan, at the option of the Seller.