Levin® Terms and Conditions of Sales

The word “Seller” as used herein shall mean LOUIS LEVIN & SON. INC. The word “Buyer” or Purchaser” shall mean the party to whom the subject Levin “Products” or “Goods” are sold. The term “Products” or “Goods” means machines, parts, collets, and any other equipment, machinery, services, and “Goods” sold by “Seller”.

Either “Seller”‘s acceptance of “Buyer”‘s order for or “Buyer”‘s acceptance of delivery of all or any part of the “Goods” sold and described in the document to or on which the within terms and conditions are affixed or imprinted shall constitute “Buyer”‘s unconditional acceptance of all the terms and conditions of sale contained herein and shall constitute “Buyer”‘s further agreement that any term or condition proposed in “Buyer”‘s purchase order or other related documents which is inconsistent with or in addition to those contained herein are deemed to be of no force or effect and shall not be binding upon “Seller”. These terms and conditions are in addition to any other of “Seller”‘s terms and conditions which appear on the face of any invoice, order acknowledgement, or any other document to or on which these terms and conditions are affixed or imprinted.

The terms set forth herein and on the face of the document to which these terms are attached or imprinted constitute the sole and only terms and conditions of the contract of the subject sale and purchase between “Buyer” and “Seller”. No other terms, conditions, or understandings shall be binding upon “Seller”, unless hereafter made and accepted in writing at “Seller”‘s factory by an authorized officer of “Seller”.

Delivery dates shown are approximate and are based upon prompt receipt of all necessary information from “Buyer”. “Seller” shall not be liable for delays in delivery or performance, or for failure to manufacture, deliver, or perform due to (i) causes beyond its reasonable control, or (ii) acts of God, acts of “Buyer”, acts of civil or military authority, direct or indirect governmental priorities, stokes, or other labor disturbances. floods, fire, earthquake, accident, epidemics, war. riot. transport shortages, delays in transportation or car shortages, or (iii) inability on account of causes beyond the reasonable control of “Seller” to obtain necessary materials, components, services. or facilities. In the event of any such delay, there will be no termination and the date of delivery or of performance shall be extended for a period equal to the time lost by reason of the delay.

All sales and shipments shall be F.O.B. “Seller”‘s facility at Santa Fe Springs, California, and title to and all risk of loss as to the “Goods” sold hereunder shall pass to “Buyer” upon delivery of the “Goods” to the carrier, which carrier shall be selected by “Seller” but who shall act as “Buyer”‘s agent If any specific carrier is requested by “Buyer”, “Seller” shall use all reasonable effort to comply therewith, but if such request cannot be reasonably complied with, “Seller” shall have the right to ship by such carrier as chosen by “Seller” Notwithstanding the foregoing. “Seller” reserves the right to stoppage in transit and to repossess the “Goods” sold if payment by “Buyer” for the “Goods” is not made to “Seller” in accordance with the terms of sale.

“Seller” warrants only to the original “Buyer” of the same that “Products” and “Goods” manufactured by the “Seller” will be free from detects which are not commercially acceptable in material and workmanship for a period of twelve (12) months from date of original shipment by “Seller” when used by the original “Buyer” within limits of rated and normal usage.

The terms of this warranty do not in any way extend to any product or part thereof which has a life under normal usage inherently shorter than the one year period indicated above or which was not manufactured by the “Seller” “Seller”‘s obligation and liability with respect to machine components and all “Products” which are not manufactured by the “Seller” shall be limited to the extent of express warranties received by “Seller” from such component and product manufacturers.

The within warranty is void and of no effect and “Seller” shall not be liable for any breach of warranty, express or implied, if the equipment or any part or component thereof shall have been repaired or altered by persons other than the “Seller” unless expressly authorized in writing by “Seller”, or if the equipment is operated or installed contrary to “Seller”‘s instruction or subjected to misuse, negligence, or accident THERE ARE NO OTHER WARRANTIES TO ANYONE WHATSOEVER THAT EXTEND BEYOND THE WARRANTY HEREIN CONTAINED THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES.

EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IS IN LIEU OF ANY AND ALL OTHER OBLIGATIONS OR LIABILITIES ON “Seller”‘S PART No statement, oral or written, inconsistent with the within warranty is binding on the “Seller” No agent, employee, or representative of the “Seller”, other than an officer, duly authorized, has any authority to bind the “Seller” to any confirmation, representation, or warranty concerning the “Seller”‘s product beyond that specifically included in the warranty contained herein. UNDER NO CIRCUMSTANCES WILL THE “Seller” BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGE OR EXPENSE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO. PERSONAL INJURIES AND LOSS OF PROFITS, ARISING IN CONNECTION WITH ANY CONTRACT OR WITH THE USE, ABUSE. UNSAFE USE. OR INABILITY TO USE “Seller”‘S “Products”.

“Seller”‘s maximum liability, in any event, shall not exceed, and “Buyer”‘s remedy is limited to, either (a) Repair or replacement of the defective part or product or, at the “Seller”‘s option, (b) Return of the product and refund of the purchase puce, and such remedy shall be the “Buyer”‘s entire and exclusive remedy.

Written notice of any claimed defect within the warranty period must be presented to the “Seller” immediately upon “Buyer”‘s discovery of the defect.

“Seller” shall have the option to inspect any parts claimed to be defective either at the “Seller”‘s place of business or at the “Buyer”‘s place of manufacture while the product is in the claimed defective condition. No return shall be accepted unless “Seller” has had an opportunity to inspect the equipment or has expressly authorized the return. Operation of the product must be suspended until written clearance is issued for continued operation provided that “Seller” upon receipt of written notice of a claimed defect will proceed without unreasonable delay to remedy any defect coming within the warranty which is found to exist. During the warranty period, parts found to be defective by “Seller”‘s inspection will be furnished free of charge, shipment F.O.B. Point of Origin.

If “Seller” furnishes “Buyer” with advice or other assistance which concerns any product sold hereunder or any system or equipment in which any such product may be installed and which is not required pursuant to this agreement, the furnishing of such advice or assistance shall not subject “Seller” to any liability, whether in contract, warranty, tort (including negligence) or otherwise.

If in “Seller”‘s judgment, reasonable doubt exists as to “Buyer”‘s financial responsibility. or if “Buyer” is past due in payment of any amount owing to “Seller”, “Seller” reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any “Goods” in transit, until “Seller” receives payment of all amounts, whether or not yet due, owing to “Seller”, or in “Seller”‘s sole judgment adequate assurance of such payment.

Each shipment of “Goods” shall be considered a separate and independent transaction, and payment therefore shall be made accordingly If shipments are delayed or postponed at the request of or by “Buyer”, payments shall become due and payable on the date when the “Seller” is prepared to make shipment Shipments of “Products” and “Goods” thus delayed and held for the “Buyer” shall be at the risk and expense of the “Buyer”.

“Seller” cannot be responsible for shortages or errors unless claims are made in writing to “Seller” within thirty (30) days from “Buyer”‘s receipt of shipment “Goods” which have been used or modified by “Buyer” cannot be returned. Claims against carriers must be noted immediately upon receipt of “Goods”. If “Buyer” discovers a shortage or if the “Goods” have been damaged in transit, a notation to that effect should be made upon the receipt given to the carrier or his agent as well as on the freight bill. This provides the legal basis for “Buyer”‘s claim against the carrier.

Damaged “Goods” should not be unloaded until it has been inspected and noted All claims should be filed promptly with the carrier When, by “Buyer”‘s request, “Goods” are forwarded via carriers whose charges do not cover insurance of the material, “Seller” will not insure the shipment unless specifically instructed by “Buyer” to do so.

Under no circumstances shall any of the “Goods” sold hereunder or any part thereof be returned to “Seller” without “Seller”‘s prior written consent

Quoted prices do not include sales, use, excise, or other Federal. State, or Local taxes, unless specifically shown.

 “Buyer” will indemnify and hold “Seller” and its officers and agents harmless from and against all loss, liability, cost, damage, or expense whatsoever incident to any claim, action, or proceeding against us (i) arising out of the negligent design (if furnished per your specifications), installation maintenance, use or operation of the “Goods” by you or on your behalf.

Any “Products” delivered by “Seller” hereunder will be produced in compliance with the Fair Labor Standards Act of 1938, as amended and applicable. “Seller” will comply with applicable Federal, state, and local laws and regulations as of the date of any quotation which relates to (i) nonsegregated facilities and equal employment opportunity (including the seven paragraphs appearing in S202 of Executive Order 11246, as amended). (ii) workmen’s compensation, and (iii) the production in “Seller”‘s manufacturing facilities of “Products” furnished hereunder. Price and, if necessary, delivery will be equitably adjusted to compensate “Seller” for the cost of compliance with any other laws or regulations.

The validity, performance, and all matters relating to the interpretation and effect of this agreement and any amendment hereto shall be governed by the law of the State of California.