The following contains the general terms and conditions between Willerding Metal Fabrication (WMF) and its customers (Buyer):

1. ORDERS: WMF will only accept an order from the Buyer based strictly on the WMF Quote. Any requirements, terms and/or conditions contained in a Purchase Order or Contract (including Change Orders) issued by Buyer, or Buyer’s Agent, which are in addition to or conflict with the Quote, are rejected. It is expressly understood that WMF and Buyer will not be bound to any other requirements, terms and/or conditions than those contained in the WMF Quote. Buyer’s acceptance of the quote constitutes its acceptance of the terms & conditions. Buyer will issue all Purchase Orders or Contracts in accordance with the WMF Quote. WMF Quotes are valid for 30 days from date on Quote, unless specifically stated otherwise on the Quote. WMF may offer a discount for invoices paid NET 10 days or sooner. Taxes and other fees are not included unless specifically stated on the Quote. Drawings and other materials that contain Buyer’s proprietary information (including electronic files) developed by WMF as a result of executing an order shall remain the property of WMF, unless specifically stated otherwise on the Quote. Such information will be treated as confidential and shall not be disclosed to any third party without prior written consent of the Buyer.
2. PRICE & PAYMENT: Unless stated otherwise in Quote, all prices quoted are U.S. Dollars. Accounts will be opened only on approved credit. WMF reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security, or payment in advance for the amount of the order involved. Invoicing by WMF typically occurs at either (i) the completion of fabrication for item(s) that are to be picked up by Customer, or (ii) at time of shipment, for items shipped by WMF. WMF reserves the right to invoice for partial shipments as they occur, or for the purchase of material or other services (detailing, etc.) that occur before the completion of the job; however, WMF will not invoice for work not yet completed without prior arrangement with the Buyer. Buyer will pay WMF for materials shipped and/or services performed no later than thirty (30) calendar days after the invoice date. All sums not paid within the thirty (30) day period are subject to interest at a rate of 1 ˝% per month from the date due until the invoice amount and applicable interest charges have been received by WMF. Buyer’s failure to make timely payment may result in the suspension of fabrication and/or shipment of any other order WMF is processing for Buyer. In addition, delinquent accounts may be placed on COD basis. Buyer agrees to pay all reasonable attorney’s fees that WMF may incur as a result of its attempts to collect outstanding balances.
3. TITLE & DELIVERY: Unless specifically stated so on the Quote, the goods and/or services being offered by WMF are “FOB – Origin”, and do not include shipping from our facility. Products sold hereunder shall become the property of Buyer upon delivery of the product by WMF to the carrier designated by Buyer or, in the absence of such designation, to the carrier selected by WMF for shipment to Buyer. WMF will ship materials in accordance with a mutually agreeable schedule, subject to delays caused beyond WMF’s control. Costs incurred by WMF due to any delay caused by Buyer, Buyer’s Agent, Buyer’s customer or other entity working in conjunction with the Buyer will be reimbursed to WMF by the Buyer upon presentation of reasonable supporting documentation. WMF reserves the right to charge reasonable storage / handling fees for Buyer’s items left in WMF possession beyond the contractual delivery date of those items (unless authorized in writing by WMF). Finally, for those item(s) left in WMF possession (even if paid for partially or in full by the Buyer) for a period of time well after the contractual delivery date, Buyer agrees to forfeit its rights of ownership of said item(s) and allow WMF to disposition these items at its discretion, once reasonable attempts have been made in writing by WMF to inform Buyer of such action.
4. WARRANTY: WMF warrants that all steel products of its manufacture shall be free from defects in materials and workmanship. If no later than twelve (12) months after delivery of the product, any delivered product is found to be defective in material or workmanship, WMF shall, at its option, repair, replace or extend credit for such defective part at its expense and with reasonable promptness provided WMF confirms existence of said defect. Buyer shall provide WMF with written notice of a claimed defect within sixty (60) days after the defect becomes apparent to Buyer. The warranties set forth here are exclusive. No other warranties of any kind, whatsoever, whether express or implied, or arising from course of dealing, course of performance, usage of trade, or otherwise, shall apply.
5. COMPLIANCE WITH LAW: WMF represents that it has complied with and shall continue to comply with all applicable foreign, federal, state and local laws, regulations, rule and ordinances applicable to the sale of goods and services ordered by Buyer. All materials used in manufacturing shall satisfy all governmental and safety requirements with respect to restricted, toxic or hazardous materials, and all environmental, electrical and electromagnetic laws of the country of manufacture and sale.
6. CANCELLATION: Orders may be cancelled or deliveries deferred by Buyer with written consent of WMF only upon the condition that Buyer assumes immediate liability and makes payment to WMF for all work complete and incomplete, recovering WMF’s costs and lost profits. WMF will recover from Buyer, (i) the unit sales price of completed work, (ii) work in progress on the basis of the percentage completion, (iii) raw material costs, (iv) unamortized tooling costs, (v) engineering, (vi) handling, (vii) overhead charges, and (viii) other cancellation charges incurred on the basis of cost to WMF, as well as, lost profits. All cancellation charges shall be determined at the time of cancellation or deferment.
7. CHANGES: Buyer may, at any time by written order, change the quantities, design (including drawings, materials, and specifications), processing, method of packing and shipping, and the time and place of delivery of the goods and services provided in the Quote; WMF will not make any such changes without Buyer’s prior written approval. If any authorized changes affect cost or timing, Buyer shall adjust the purchase price and delivery schedules equitably. WMF shall use commercially reasonable efforts to minimize any increase in cost or delay in delivery.