A) Contract Formation/Price:  A copy of a dated quotation signed by an authorized representative of KASO Plastics, Inc. ("KASO") together with a purchase order received from the customer and accepted by KASO within thirty (30) days of the quotation date constitutes a completed contract.  If there is a conflict between the terms of the quotation and the purchase order, the terms of the quotation shall prevail.  KASO reserves the right to (a) refuse any purchase order or reorder, even though received within the 30-day period from quotation date, and (b) in KASO's sole discretion, extend the 30 day time period from the quotation date.

 

B) Market Price Adjustment Procedure:  Prices included on a dated quotation are based on raw material and labor costs as of the quotation date.  KASO reserves the right to adjust quoted prices to reflect changes in costs as of the date of receipt of a purchase order or reorder.  If price changes are necessary, KASO will notify the customer and await customer approval before processing an order. 

 

C) Terms:  Standard terms of payment are net thirty (30) days from the invoice date.  A one and one half percent (1.5%) per month service charge shall be levied on all past due accounts.  All prices are based on shipments F.O.B. KASO's principal place of business in Vancouver, Washington.  All tooling orders require payment of 50% upon placing the order, 25% upon completion of tool construction, with the balance due upon receipt of first article parts.  All tooling must be paid in full prior to shipping production parts.  No understanding, agreement, term, condition or trade custom at variance with or contradictory to these terms and conditions is binding on KASO unless executed in writing.  Purchase orders subsequently revised or changed by the customer shall be subject to price (and time) adjustment for labor and materials performed or expended as of the date of receipt of the change order, unless notice of revision is made and accepted in writing by KASO before work commences.

 

D: Taxes:  Prices quoted do not include any tariff regulation or assessments not in effect as of the date of contact formation nor do they include sales, use, occupational, gross income, excise or similar taxes or fees.  If parts or materials are, or become, subject to any such tax, tariff regulations, assessments or any such other taxes, the customer agrees to assume full responsibility for the payment of any such tax and to indemnify, defend and hold KASO harmless therefrom. This duty includes the obligation to pay KASO’s costs and reasonable attorney fees incurred in connection therewith.

 

E) Quantity Variation:  Due to large volumes of parts and variable operations per part, it is impractical for KASO to always be able to produce exact quantities ordered.  Consequently, unless otherwise previously agreed upon in writing that “EXACT” numbers are required, KASO reserves the right to over or under ship an order in the amount not to exceed 10% of the amount specified.  Final price shall be adjusted to the amount actually shipped.

 

F) Changes and Deliveries:  Shipments - Piece prices quoted shall apply to total quantity ordered only when incremental shipments are requested within a three-month period.  Cancellations - Any request to cancel an order must be received in advance of any material purchased to manufacture the goods ordered and prior to manufacturing any portion of the order placed.  Postponed Delivery - A request to postpone or reschedule the delivery of goods purchased will be accepted only prior to the manufacturing of those goods and if the new delivery date is within the 90 days of the original purchase order date.  Expedited Delivery - Requests to pull in the order delivery date will be accepted based on manufacturing capacity.  The customer will be responsible for any expedite costs in acquiring the required materials early and may be subject to an expedite fee for breaking into regularly scheduled production or manufacturing outside normal operating hours to complete the order.

 

G) Rejection:  To be effective, notification of rejection or revocation of acceptance of allegedly defective parts or material must be made, in whole or in part, by the customer, not later than thirty-days (30) after delivery of the allegedly defective parts or material.  Notification of any other claim of defect, such as shortages, must be made not later than seven (7) days after receipt.  Any such notice must include a complete description of the defect alleged. 

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H) Limited Warranty:  KASO warrants compliance with the specifications contained in its quotation only. KASO expressly excludes all other warranties, expressed or implied, including but not limited to merchantability and fitness for any other purpose. There are no other warranties which extend beyond the description on the face hereof.

 

I) Limited Liability:    KASO has no control over the design or use of any unit or device made for a customer. KASO shall have no liability to the customer, a third party, or any intended or foreseeable user of any product made for a customer, for any damages arising from or relating to any such unit or device. At its option, KASO’s liability shall be exclusively limited to the repair or replacement of the allegedly defective parts or KASO may grant a credit to the customer at KASO’s quoted price. In no event shall KASO be liable for special, incidental, consequential or other damages, including attorney fees or specific performance. If a claim is brought against the customer, the customer agrees not to bring or allow KASO in said action as an additional defendant or third party defendant. There are no third party beneficiaries of this contract.

 

J) Equipment:  Unless otherwise agreed upon in writing, all dies, tools, fixtures, jigs, and molds (collectively "special equipment") required for an order are not included in the piece price and are quoted separately.  If the customer purchases the special equipment, the special equipment shall become the property of the customer.  Upon request of the customer, KASO will keep a customer's special equipment in good repair during the normal life of the tooling for future orders.  If the customer fails to reorder using the special equipment for a period of three (3) years, KASO reserves the right to dispose of such special equipment after the expiration of (120) days following written notice sent to the customer's last known address as reflected in KASO's records.  (For purposes of definition, an "insert die" is a die which fits in our existing mater die sets.  A "self-contained die" is a die complete in itself and typically will fit any standard plastic molding machine suitable for the type and size of the die, and does not require a master die set for the sprue and runner assembly.)

 

K) Insurance: KASO does not carry insurance for loss of, or damage to, customer owned dies, tools, fixtures, jigs, molds or other special equipment by fire or other casualties.  The owners of such items are responsible for providing insurance.

 

L) Lien Rights:  Pursuant to RCW 60.84.010, the customer expressly and irrevocably grants KASO a lien on, and security interest in, all special equipment, dies, forms, molds and patterns owned by the customer and held in KASO's possession.

 

M) Force Majeure:  KASO shall not be liable for any loss or delay in delivery due to strikes, accidents, fires, transportation, or any other cause beyond its control.  In the event of war, fire, strike, labor trouble, terrorism, accident, riot, pandemic, act of government authority, shortage of power or raw materials essential to KASO's production (whether or not in the reasonable anticipation of KASO), failure of KASO's raw material suppliers to fulfill supply commitments to KASO, act of God, or other contingencies beyond the control of the parties, interfering with the production, supply or transportation of the material covered by any order, or with the supply of raw material used in connection therewith, quantities so affected shall be eliminated from the order without liability to KASO, but the order shall otherwise remain unaffected.  KASO may, without liability during any period of shortage due to any of said causes, allocate, at its own discretion, its supply of such material, for its own uses, and its customers.

 

N) Patents:  Where production specifications are furnished to KASO by the customer, the customer shall indemnify, defend, and hold KASO harmless from and against any damage, loss, cost, liability, or expense, including attorney's fees, resulting from infringement, or claimed infringement, of patents or trademarks resulting from KASO's manufacture of products to customer's specifications, regardless of whether the claim is upheld or not.

 

O) Attorney Fees:  In any legal action between the customer and KASO seeking clarification or enforcement of any of these terms and conditions, including any action by KASO to collect amounts due from the customer, the prevailing party in such action shall be entitled, in addition to damages, injunctive or other relief, to its costs and expenses, including reasonable attorney's fees, to be fixed by the court at arbitration or trial and on any appeal therefrom.  

 

P) Choice of Law/Venue/Waiver of Jury Trial:  This agreement shall be governed by and construed in accordance with Washington law, excluding its conflict of law principles.  The parties agree that all disputes and/or litigation arising out of this agreement shall be decided by the courts in the state of Washington.  The parties agree that venue for any such action shall be exclusively held in Clark County, Washington.  The parties also expressly waive their right, if any, to a jury trial.