1. Acceptance of Orders

All orders are subject to acceptance by Seller in writing. No order shall be binding upon Seller until confirmed in writing by an authorized representative of Seller. Seller reserves the right to refuse any order at its sole discretion.

2. Prices and Payment

All prices are quoted in U.S. dollars and are subject to change without notice prior to Seller's written order acceptance. Payment terms are net 30 days from date of invoice unless otherwise agreed in writing. Accounts overdue by more than 30 days are subject to a finance charge of 1.5% per month (18% per annum) on the unpaid balance.

Seller reserves the right to require prepayment or security for new customers or customers with past-due balances. Prices do not include applicable sales, use, excise, or similar taxes, which shall be the responsibility of Buyer.

3. Tooling Ownership

All tooling, molds, dies, jigs, fixtures, and other production equipment designed and/or fabricated by Seller remain the property of Seller until Buyer has made full payment for all tooling charges. Title to tooling paid for by Buyer transfers to Buyer upon receipt of full payment; however, such tooling shall remain in Seller's possession for use in fulfilling Buyer's orders.

Tooling stored at Seller's facility is maintained at no charge for 12 months following the last production run. After 12 consecutive months of inactivity, a monthly storage fee may be assessed. Buyer is responsible for tooling shipping costs upon any transfer. Seller is not responsible for loss or damage to tooling due to fire, flood, or other acts beyond Seller's reasonable control.

4. Delivery and Risk of Loss

All shipments are made F.O.B. Seller's facility in Pitman, New Jersey. Risk of loss or damage to goods passes to Buyer upon delivery to the carrier. Delivery dates provided by Seller are estimates only and are not guaranteed. Seller is not liable for delays caused by acts of God, material shortages, labor disputes, transportation disruptions, or other causes beyond Seller's reasonable control.

5. Inspection and Acceptance

Buyer shall inspect all goods within 10 business days of receipt. Any claim for defects, shortages, or damage must be submitted to Seller in writing within 10 business days of delivery. Failure to provide timely written notice shall constitute acceptance of the goods. Returns require prior written authorization from Seller. Unauthorized returns will not be accepted.

6. Limited Warranty

Seller warrants that all goods manufactured by Seller will conform to agreed-upon specifications and will be free from defects in materials and workmanship for a period of 12 months from the date of first production shipment, or 18 months from the date of tooling acceptance, whichever occurs first.

Seller's obligation under this warranty is limited to, at Seller's option: (a) repair or replacement of defective goods at no charge; or (b) issuance of a credit equal to the purchase price of defective goods. This warranty does not cover defects caused by Buyer's misuse, abuse, unauthorized modification, improper storage, or use of materials not approved by Seller.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR DAMAGE TO REPUTATION, ARISING OUT OF OR RELATED TO ANY ORDER OR THESE TERMS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Seller's total cumulative liability for any claim arising under or related to any order shall not exceed the total purchase price paid by Buyer for the specific goods or services giving rise to the claim.

8. Intellectual Property

Buyer represents and warrants that the goods ordered do not infringe any patent, copyright, trademark, trade secret, or other intellectual property right of any third party. Buyer shall indemnify, defend, and hold harmless Seller from and against any claims, losses, damages, or expenses (including reasonable attorneys' fees) arising from any alleged or actual infringement of third-party intellectual property rights in connection with Buyer's designs, specifications, or use of the goods.

9. Cancellation

Orders may not be cancelled or modified without Seller's prior written consent. In the event Seller consents to a cancellation, Buyer shall pay Seller's documented costs incurred through the date of cancellation, including materials, labor, tooling work-in-progress, and a reasonable allowance for overhead and profit. Tooling costs are non-refundable once machining has commenced.

10. Force Majeure

Seller shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including without limitation acts of God, fire, flood, earthquake, war, terrorism, civil unrest, governmental action, labor strikes, material shortages, or disruptions to transportation or supply chains. In such events, Seller's performance obligations shall be suspended for the duration of the force majeure event.

11. Confidentiality

Each party agrees to hold in strict confidence and not to disclose to any third party any proprietary information, trade secrets, drawings, specifications, or technical data received from the other party in connection with any order, for a period of five (5) years from the date of disclosure. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that is independently developed by the receiving party without use of confidential information.

12. Governing Law and Dispute Resolution

These Terms and all orders placed hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or any order that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in Gloucester County, New Jersey. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek equitable relief from a court of competent jurisdiction to prevent irreparable harm.

13. Entire Agreement

These Terms, together with Seller's written order confirmation and any applicable quotation, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements, understandings, negotiations, or representations, whether oral or written. These Terms may only be amended by a written agreement signed by authorized representatives of both parties. Any waiver of a provision of these Terms by either party shall not constitute a waiver of any other provision or of the same provision at any future time.

Comet Tool Company, Inc.  |  651 Lambs Road, Pitman, NJ 08071  |  (856) 256-1070  |  sales@comet-tool.com