USA Tolerance Rings, A Division of General Sullivan Group, Inc (“Seller”)
Terms and Conditions of Sale
Authorized by: Dan Robinson, Division Manager
Document Number: QMS-F-RC-01
Revision Level: B
Effective Date: 30 April 2025
Unless otherwise explicitly agreed upon in writing by authorized representatives of Purchaser and Seller, the following terms and conditions apply to all sales of product by Seller:
1. Applicability: These terms and conditions, along with the Seller’s applicable sales order/acknowledgement, shipment confirmation, packing list, and/or pick list each of which may be delivered by Seller (collectively “Order Documents”), binds the purchaser listed in the Order Documents (“Purchaser”), and constitutes the entire agreement between Purchaser and Seller for Seller’s sale of goods (“Products”) to Purchaser. Seller’s sale of Products is limited to the terms of the Order Documents and Seller hereby expressly objects to any additional or revised terms proposed by Purchaser, including any terms in Purchaser’s purchase order. No revision of or addition to the Order Documents shall be effective unless agreed to in writing by Seller. Neither course of performance nor course of dealing nor usage of trade shall be used to interpret, construe, qualify, explain or supplement any of the terms of the Order Documents. Payment by Purchaser shall be deemed acceptance of the Order Documents in the absence of other assent to or acknowledgment of the Order Documents.
2. Price: Quoted price is valid for (90) days unless extended in writing by Seller. Notwithstanding the foregoing, Seller may adjust prices at any time prior to delivery (including after execution or acknowledgement of the Order Documents) in the event of any increase in costs related to any component (including but not limited to alloy and raw materials), mill pricing and scrap, energy or other similar costs incurred in connection with the manufacture and/or sale of the Products. All prices are in U.S. Dollars and are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable in connection with the sale of Products (collectively, “Taxes”). Purchaser shall be responsible for all Taxes other than Taxes due based on Seller’s income. Should Purchaser claim an exemption from any Taxes, Purchaser shall provide Seller a copy of such exemption and any supporting documentation reasonably requested by Seller. It shall be Purchaser’s responsibility to ensure that Purchaser’s proof of exemption status remains current. Purchaser shall indemnify, defend and hold Seller harmless from any liability, damage, loss, claims or penalties incurred by Seller (or its affiliates, parent companies, or subsidiaries) as a result of Purchaser’s failure to pay Taxes.
3. Material Availability: Availability of materials may change between date of quotation, receipt of Purchaser’s order and/or Seller’s sales order or acknowledgement. Seller shall not incur any liability for unavailability of materials notwithstanding any binding Order Documents.
4. Lead Time: Quoted lead time may change at time of order or sales acknowledgement due to changes in material availability, changes in capacity, or any other reason. As such, all estimated shipping or delivery dates are approximate. Seller shall not incur liability for delivery or shipment delays. Further, Seller may deliver all or any part of Goods in advance of Seller’s estimated schedule without liability.
5. Quantity: Shipped quantity may vary +/-1% from ordered quantity. Seller shall not be required to give notice of any such variations.
6. Blanket Orders and Forecasts: Total committed quantity must be shipped within one (1) calendar year of order date. If the total quantity shipped after one (1) calendar year is less than the committed quantity, Seller may require Purchaser to do either of the following, in Seller’s sole discretion: (i) pay Seller the difference between Seller’s then current standard pricing and any quantity-driven pricing accommodation associated with the committed quantity received by Purchaser or (ii) immediately purchase the remaining amount of Products covered by the blanket order. Any forecasts provided by Purchaser are not binding on Seller and Seller shall have no obligation to manufacture or sell Products based upon such forecasts.
7. Requotes: Seller reserves the right to requote if there are any unanticipated changes in availability of materials or inventory or errors in calculations or pricing.
8. Payment Terms: Cash in Advance, unless Net 30 days after date of invoice is approved by Seller. All such agreements must be in writing by Seller. Payments shall be made by Purchaser without any deduction or set-off. If Purchaser fails to make payment when due, Seller may charge Purchaser interest on the past due amount at the rate of three and half percent (3.5%) per month, or the highest rate permitted by law, whichever is less, accruing daily. Purchaser shall be liable to Seller for all expenses incurred by Seller to collect past due amounts, including attorneys’ fees. Seller shall be entitled to suspend delivery until all past due amounts are paid by Purchaser.
9. Delivery: Freight terms are Incoterms (2020) EXW, unless otherwise stated in the Order Documents. Purchaser assumes all risk of loss or damage to the products from the time the products leave Seller’s facility. All shipping, transportation, dispatch, shipping insurance and other similar costs shall be the sole responsibility of Purchaser and shall be in addition to the prices set forth in the Order Documents. Title shall not pass to Purchaser until the full purchase price for the Products has been paid.
10. Claims: Any claims of mis-shipment or damaged products must be received by Seller within thirty (30) business days of delivery to the designated shipping point.
11. Force Majeure: Seller shall be excused from performance of its obligations under the Order Documents for any delay directly or indirectly caused by, or in any manner arising from: fires, floods, accidents, riots, pandemics, epidemic, acts of God, war, terrorism, governmental embargos, changes in laws, rules or regulations, strikes, labor difficulties, equipment breakdown, fuel shortage, utilities disruption, availability of materials and supplies, transportation disruption, failure or interruption of computer, internet or telecommunication systems, or any other cause(s) beyond Seller’s reasonable control. In the event of such non-performance, Seller’s failure shall be excused and extended by an equal period of time to the duration of the force majeure event.
12. Specifications. Unless Seller expressly agrees to Purchaser provided designs or design constraints in the Order Documents, Seller will deliver Products in accordance with Seller’s standard design parameters and configurations, which may be updated from time to time by Seller in Seller’s sole discretion (in each case, such specifications referred to herein as the “Specifications”).
13. Warranty: Seller warrants to Purchaser only that the Products shall, upon delivery to the specified location in the Order Documents, materially conform to the Specifications. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW, CONTRACT, STATUTE OR OTHER LEGAL THEORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY EXPRESS OR IMPLIED AS TO QUALITY OR CORRESPONDENCE WITH ANY DESCRIPTION OR SAMPLE, ALL OF WHICH ARE SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FORGOING HOWEVER, WHEN SELLER PROVIDES OR SELLS TO PURCHASER ANY PRODUCT WHICH IS IDENTIFIED AS “DEVELOPMENTAL”, “SAMPLE” PILOT, TEST LOT, SCRAP, “NON-SPECIFICATION”, OR SIMILAR DESIGNATION, SUCH PRODUCTS SHALL BE PROVIDED OR SOLD TO PURCHASER “AS IS” “WHERE IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER.
14. Intellectual Property Rights: As between Seller and Purchaser, all intellectual property, including processes, techniques, and know-how and product details (including Specifications) related to the Products, whether or not patented or registered shall remain owned by Seller. All documentation, Specifications, technical drawings, designs, and other works made, developed or conceived by Seller in connection with this Agreement shall be the sole intellectual property of Seller.
15. Technical Assistance: Unless otherwise expressed in Seller’s sales acknowledgement or other Order Documents, any technical assistance provided by Seller regarding Products furnished to Purchaser shall be without charge. Any such assistance provided by Seller is without warranty express or implied and Seller assumes no obligation or liability for such assistance, or results occurring from such assistance. Purchaser bears sole responsibility for selection and specification of the Products as appropriate for the end use.
16. Manufacturing Standards: Except when explicitly specified by Purchaser and agreed to in writing by Seller, the Products furnished shall be supplied or produced in accordance with Seller’s standard practices. All Products, including those produced to meet Purchaser’s exact Specifications, shall be subject to mill tolerances and variations, consistent with good mill practice in respect to dimension, weight, straightness, section, composition and mechanical properties, and to normal variations consistent with practical testing and inspection methods. All dimensions provided or referenced by Seller should be considered a nominal or reference value unless explicitly stated otherwise. Mill certifications as provided by the manufacturer, if any, will be supplied to Purchaser upon written request.
17. Cancellations: Purchaser agrees that an order shall not be cancelled except with written consent of Seller, which may be withheld in Seller’s sole discretion. Seller may terminate any order upon Purchaser’s breach of the Order Documents by providing written notice to Purchaser. Further, Purchaser acknowledges and agrees that each Seller quote is not a commitment to manufacture, and does not guarantee that a new part number can be manufactured. Seller may withdraw a quote at any time and for any reason, including lack of feasibility in providing new part numbers or ability to manufacture pursuant to Purchaser specific Specifications.
18. Claims, Limitation of liability. PURCHASER SHALL INSPECT ALL PRODUCTS PROMPTLY UPON RECEIPT. PURCHASER MUST NOTIFY SELLER IN WRITING OF ANY NONCONFORMITY WITHIN THIRTY (30) BUSINESS DAYS AFTER DELIVERY TO THE DESIGNATED SHIPPING POINT. PURCHASER’S FAILURE TO PROVIDE SUCH NOTICE WITHIN SUCH THIRTY (30) BUSINESS DAY PERIOD OR PURCHASER’S USE OF PRODUCT WILL CONSTITUTE PURCHASER’S ABSOLUTE ACCEPTANCE OF, AND WAIVER OF ALL CLAIMS WITH RESPECT TO, SUCH PRODUCTS (INCLUDING CLAIMS BY ANY CUSTOMERS OF PURCHASER). PURCHASER WILL BE SOLELY RESPONSIBLE FOR DETERMINING THE SAFETY AND FITNESS OF PRODUCTS FOR PURCHASER’S USE. PURCHASER ASSUMES ALL RISK AND LIABILITY RESULTING FROM ITS USE AND THE USE BY ITS CUSTOMER(S) OF PRODUCTS WHETHER USED SINGLY OR IN COMBINATION WITH OTHER MATERIALS. PURCHASER’S EXCLUSIVE REMEDY FOR ANY CLAIM FOR LOSSES OR DAMAGES OF ANY KIND OR NATURE RELATING TO OR ARISING OUT OF SELLER’S PRODUCTS, INCLUDING BUT NOT LIMITED TO LOSSES OR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHER TORT, STRICT LIABILITY, PATENT INFRINGEMENT OR ANY OTHER CAUSE OF ACTION, WILL BE REPAIR OR REPLACEMENT OR, IF REPAIR OR REPLACEMENT IS NOT PRACTICAL IN SELLER’S DISCRETION, DAMAGES, WHICH SHALL BE CAPPED AT AND SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SELLER FOR THE PORTION OF PRODUCTS IN RESPECT OF WHICH SUCH CLAIM IS MADE AND PROVEN. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST PROFITS, OR ANY SPECIAL, CONSEQUENTIAL, CONTINGENT, INCIDENTAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OR COSTS OF ANY KIND. PURCHASER WAIVES ANY RIGHT TO EQUITABLE RELIEF, INCLUDING ANY INJUNCTIVE RELIEF, TO ENFORCE THE TERMS HEREOF. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THESE TERMS AND CONDITIONS OF SALE AND ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH SELLER WOULD NOT HAVE AGREED TO SELL THE PRODUCTS. SELLER’S PRICING REFLECTS THIS ALLOCATION OF RISK AND LIMITATION OF LIABILITY SPECIFIED HEREIN. If Purchaser transfers title to, or re-sells Products sold hereunder to, or otherwise permits or suffers use by, any third party, Purchaser shall obtain from such third party a provision affording Seller the protection of this Section 18.
19. Returns/Restocking Fees: Within thirty (30) days of receipt by Purchaser, Purchaser may request Seller to provide a return material authorization (“RMA”) for any products. Any such RMA may be provided or withheld in Seller’s sole discretion. All returned products will be subject to a 20% restocking fee and all freight costs shall be paid by Purchaser.
20. Indemnification. Purchaser shall indemnify, defend, and hold harmless Seller, its affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns of all of them (collectively, the “Seller Indemnified Parties”) from and against any and all losses, liabilities, claims, injuries, damages, taxes, fines, penalties, costs or expenses (including attorneys’ fees and court costs) incurred or suffered by any of the Seller Indemnified Parties to the extent directly or indirectly arising out of, relating to or resulting from (a) Purchaser’s unloading, storing, shipping, handling, packaging, processing, fabrication, or use of the Products; or (b) any negligence, act, or omission of Purchaser, its employees, agents and anyone for whom Purchaser may be legally liable.
21. Export/Import: Purchaser agrees to comply with all applicable import and export control laws, regulations, orders and requirements, including without limitation those of the United States and the jurisdictions in which the Purchaser is established or from which Products may be supplied or received.
22. Miscellaneous. Purchaser shall not assign its rights or obligations under the Order Documents without Seller’s prior written consent. All Order Documents shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to its conflict of laws principles. If any provision of the Order Documents is found to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. Any such invalid, illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent as closely as possible. If such modification is not possible, the provision shall be severed, and the remaining provisions shall be interpreted and enforced in a manner most favorable to the Seller. Provisions which by their nature shall survive termination or completion of the Order Documents will remain in force after any termination or completion including, but not limited, to Section 18. The relationship between the parties is that of independent contractors and nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. No waiver by Seller of any of the provisions of any Order Document is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege operates or may be construed, as a waiver thereof. The Order Documents may be executed in one or more counterparts, each of which may be executed by less than all of the parties, all of which together will constitute one instrument and will be enforceable against the parties. Each Order and Order Confirmation may be executed by any electronic signature.
USA Tolerance Rings, A Division of General Sullivan Group, Inc (“Buyer”)
Terms and Conditions of Buyer
Authorized by: Dan Robinson, Division Manager
Document Number: QMS-F-EP-09
Revision Level: A
Effective Date: 12 May 2023
1. Inspection and Acceptance : The specific quantities of goods or services ordered must be performed or delivered in compliance with the purchase order. Seller must perform, prior to delivery, inspections and test reasonably required to substantiate that the goods and services conform to the requirements of the PO.
2. Statistical Process Control: If requested, the supplier shall provide statistical process control charts for a company shipment of material to USA Tolerance Rings.
3. Quality Program Requirements: The supplier shall have established and documented a Quality Control System that is accredited by a third party or be approved by Sullivan Steel.
4. Non-Conforming Product: If a product is intended to be shipped to USA Tolerance Rings and it does not conform to specifications, the supplier is to notify USA Tolerance Rings prior to shipment.
5. Counterfeit Parts: The supplier shall establish a process to prevent the use of counterfeit parts. If counterfeit parts are found and there is a possibility that they have been received by USA Tolerance Rings, the supplier shall notify USA Tolerance Rings so that appropriate containment actions can be taken.
6. Supplier Changes: Any changes to the contract requirements by the supplier must be approved by USA Tolerance Rings in writing. Notify USA Tolerance Rings of changes in product and /or process, changes of suppliers, changes in manufacturing location and, where required, obtain USA Tolerance Rings’ approval.
7. Supplier Flow-Down of USA Tolerance Rings Requirements: The supplier will flow down to their sub-tier supplier the applicable requirement in USA Tolerance Rings purchasing document.
8. ITAR/EAR: When flowed down, the supplier shall ensure that all ITAR/EAR controlled technical data, including equipment and technology, is not disclosed, both in written, oral and/or visual form, to any foreign persons “foreign nationals” within its facility. This requirement includes any subcontracted materials performed by the supplier’s sub- tier within their facility. Additionally, ITAR/EAR controlled information must remain within the United States and may not be disclosed to any foreign countries.
9. Certificate of Conformity: Each shipment must be accompanied by a Certificate of Conformance signed by responsible Quality Representative of the supplier. The Certification shall state that the furnished material has been manufactured, inspected and/tested, and prepared for shipment in accordance with all applicable specifications, drawings, and/or standards and that test report, as required, are on file and available for review.
10. Quality and Inspection Records: Quality and Inspection records must be maintained for a period of seven (7) years minimum unless otherwise stated on PO or drawing.
11. Right of Entry: USA Tolerance Rings, the customer representative or regulatory agency has the right of access to all facilities involved in the order and to all applicable records in the performance of the contract.
12. Personnel: The supplier shall ensure that all personnel are aware of their contribution to product /service conformity, product safety, and the importance of ethical behavior. When required, USA Tolerance Rings may request that personnel of a certain competence level be utilized to perform the service specified on the PO. The supplier is expected to adhere to the competence request and provide competence records should they be required.
13. Traceability: The supplier shall maintain a system of traceability on all raw materials, purchased components, and manufactured parts used to supply items on this PO. Traceability can be in the form of batch or lot numbers and shall be listed on the product label or provided on the required documentation.
14. Conflict Materials: The use of “conflict materials” as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act from the Democratic Republic of the Congo or any adjoining countries (“DRC Countries”) is prohibited for use in the manufacture of product for USA Tolerance Rings.
