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Terms & Conditions of Sale

(a) APPLICABLE TERMS AND CONDITIONS: These Terms and Conditions (f) MATERIAL SHORTAGES AND ALLOCATIONS: In the event ATC in unable
exclusively control any sale between ATC and purchaser. If purchaser to obtain in a timely manner material sufficient to fulfill all of its orders
fails to object in writing to ATC’s Terms and Conditions within ten on hand, ATC shall have the right as a result of said material shortages
(10) days of receipt of these Terms and Conditions, then Purchaser’s to equitably allocate lesser quantities of the products to be delivered to
acceptance of the goods will be deemed an acceptance of the terms and all purchasers on the proportionate basis. Unless specifically agreed in
conditions set forth herein. ATC expressly rejects any pre-printed terms writing to the contrary, purchaser agrees to accept partial shipments. IdenTIFICATIOn InFORMATIOn
and conditions set forth in any of purchaser’s forms. Any proposed terms
and conditions proposed by purchaser not contained in a pre-printed (g) INSPECTIONS: The purchaser shall inspect and accept any products
form shall not be binding upon ATC unless such terms and conditions delivered immediately after purchaser takes custody of such products.
are expressly agreed upon by ATC in writing. In the event the products do not meet the drawings, designs, and/or
specifications, the purchaser shall notify ATC of such noncompliance
(b) CHANGES: If the purchaser at any time changes within the general in writing and give ATC a reasonable opportunity to correct any such
scope of any order and if any such changes cause an increase or noncompliance. The purchaser shall be deemed to have accepted any
decrease in the cost of, or the time required for the performance of any products delivered and to have waived any such noncompliance in the
purchase order or any other order affected by such change, an equitable event a written notification that the products delivered do not comply
adjustment in the price, the delivery schedule or both shall be made and with the drawings, design, and/or specifications, is not received by
such order shall be modified accordingly. ATC within 15 days after the purchaser takes custody of the products
delivered.
(c) SHIPMENT: Shipment generally will be accomplished FOB ATC’s
plant. notwithstanding this, if ATC prepays the transportation changes (h) INSOLVENCY: ATC may cancel the whole or any part of any order
purchaser will be obligated to reimburse ATC upon receipt of invoice for in the event of the suspension of purchaser’s business, insolvency of
the prepaid transportation charges. Any Special or abnormal packaging purchaser, the institution, by the purchaser of others, of bankruptcy
required will be included in the unit price of the item to be delivered or reorganization, arrangement of liquidation proceedings involving or
as a separate line item. affecting the purchaser or any assignment for the benefit of creditors
of purchaser or receivership that purchaser places itself in or may be
(d) DELIVERY: delivery will be accomplished within the time specified placed in. Such cancellation shall be deemed a cancellation for default
on the face of the acknowledgment or if no time is specified within the of purchaser.
normal lead time necessary for ATC to deliver its products in question.
Anything to the contrary notwithstanding, ATC shall not be liable to (i) RIGHT TO COMMUNICATE: If purchaser is a reseller of ATC products,
any reasonable delay in production or delivery. In the event a delay ATC shall have the absolute right to freely communicate with purchaser’s
in production or delivery occurs beyond a reasonable period of time, customers concerning the reasons for delay or non-delivery of ATC
which delay is occasioned by fire, strikes, civil or military authority, war, product. If purchaser is on credit hold for any reason, ATC shall have the
hostility, riots, government action, energy crises, parental leave, or by absolute right to furnish ATC product directly to purchaser’s customer.
other causes beyond the control of ATC or without its fault or negligence, Purchaser waives all right to claim that such communications and
the failure of date or dates of delivery of the products ordered hereunder actions are slanderous, libelous, defamatory or constitute interference
shall be extended for a period of time lost by reason of any such delay. with a business arrangement.

(e) PAYMENTS: In the event any payments of purchaser under any order (j) SPECIAL TOOLING: Title to dies, tools, jigs, fixtures, patterns or any
are not made in a timely manner ATC may either: (t) declare purchaser’s other type of special tooling shall remain vested in ATC, whether or not
performance in breach and terminate any other order for default, (2) paid for or amortized over the products manufactured under any other
withhold future shipments under any order until delinquent payments purchaser.
are made, (3) deliver future shipments under any order on a C.O.d. or
cash in advance basis even after the delinquency is cured, (4) charge (k) TAXES: Unless otherwise specifically stated in writing by ATC,
interest on the delinquency at a rate of 2% per month or the maximum prices quoted by ATC do not include sums necessary to cover any
rate permitted by law, if lower, for each month or part thereof the taxes or duties including but not limited to Federal, State, Municipal
delinquency in payment plus applicable storage charges or inventory excise, sales or use taxes or import duties upon the production, sale,
carrying charges, if any, or (5) combine any of the above rights and distribution, or delivery of equipment or furnishing of service hereunder.
remedies as a practicable and permitted by law. nothing herein shall Any taxes or duties that are due and owing shall be paid by the
waive any other rights or remedies of ATC permitted by law or set forth purchaser. Accordingly, ATC reserves the right to revise any contract
in this or any other order between purchaser and ATC and all rights and between itself and others to include any and all taxes or duties that
remedies set forth herein shall be considered cumulative with all other may become due and ATC may involve purchaser for said additional
available rights and remedies. amount. This cause shall survive the acceptance and complete
performance of any order.

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