Terms and Conditions of Sale

AGREEMENT:
All orders resulting from this quotation are subject to these terms and conditions and the provisions on the face hereof which constitute the entire agreement between Lakeview Industries (Lakeview) and Buyer and supersede all statements representations and agreements, oral or written made by the parties or their representatives. Any additional, conflicting or different provisions of Buyer’s proposal, purchase order, or any other oral or written communications are hereby objected to and superseded by these terms and conditions. No modifications or addition to this agreement shall be binding upon Lakeview unless specifically set forth in writing signed by an authorized Lakeview representative.

CREDIT PAYMENT:
New customers are required to submit one (1) bank reference and (3) trade references for credit purposes. Payment is to be made in U.S. funds. Lakeview reserves the right to modify, change or revoke credit terms without notice and may refuse delivery absent cash payment, guarantee, security or pre-payment by Buyer if, at Lakeview’s discretion, such arrangement becomes necessary. In such event, Buyer agrees to hold Lakeview harmless and acknowledges that Lakeview is not in breach of this agreement.

QUOTATIONS:
Written quotations by Lakeview automatically expire in 60 days from the date of quotation and the subject to termination by notice from Lakeview within that period. Pricing is based on current materials cost. Lakeview reserves the right to add any additional costs incurred due to material cost increases prior to completion of an order. Lakeview shall have no liability in respect of any oral quotation or under any oral agreement unless such agreement is confirmed in writing by Lakeview within 10 days thereafter. Buyer’s purchase order shall upon receipt by Lakeview at its home office in Carver, Minnesota, be deemed an acceptance of Lakeview’s quotation but shall be subject to these Terms and Conditions. Lakeview reserves the right to correct errors in specifications or prices, due to typographical, clerical, or engineering errors or because of incomplete or inaccurate information from Buyer. Quotations are premised on Lakeview’s ability to obtain suitable raw material, and Lakeview reserves the right to re-quote any parts in the event of a change in material costs or production costs. Quotations may be deemed unenforceable if Buyer modifies requirements.

LIMITED WARRANTY:
The products sold hereunder are warranted to be free from defect in material and workmanship which would be discovered by following Lakeview’s standards of manufacture and inspection at the time the products were manufactured. This Warranty shall remain in effect for six (6) months following shipment of the products to Buyer. NO OTHER WARRANTY WHETHER EXPRESSED OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), SHALL EXIST IN CONNECTION WITH THE SALE OR USE OF ANY LAKEVIEW PRODUCT.

CLAIMS:
Claims for errors, shortages, defects or nonconformance ascertainable upon inspection must be made in writing within (20) days after Buyer’s receipt of products and must be accompanied by Lakeview’s packing slips, inspection reports and other documents necessary to support Buyer’s claim.  DELIVERY OF 10% MORE OR LESS (± 10%) OF THE QUANTITY SPECIFIED HEREIN, OR AS MODIFIED IN WRITING BY THE PARTIES, SHALL CONSTITUTE FULFILLMENT OF BUYER’S ORDER AND SHALL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT OR ANY WARRANTY PROVIDED HEREUNDER.  Buyer shall contact a Lakeview Quality representative to determine what amount of product, if any, needs to be returned to Lakeview.

REMEDIES:
Lakeview’s sole liability under the exclusive, express and limited warrant set forth in Paragraph 4 above shall be, at its option, to either repair or replace nonconforming or defective products for which it is responsible or return to Buyer their purchase price. Lakeview’s liability hereunder does not extend to any product, articles, or parts thereof: (a) furnished by Buyer or obtained from other manufacturers or suppliers at Buyer’s request and/or to Buyer’s specifications, (b) installed, operated, maintained, repaired or altered improperly or otherwise than in conformity to Lakeview’s instructions, or which have been the subject of misuse, accident, or neglect. Buyer assumes responsibility or liability for the adequacy of any design, specification, drawing, or material furnished or specified by the Buyer. The warranties contained herein shall extend to and be enforceable only by the Buyer. THE FOREGOING STATES BUYER’S EXCLUSIVE REMEDY FOR ANY BREACH OF LAKEVIEW’S WARRANTY AND FOR ANY CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR NEGLIGENCE FOR LOSS OR INJURY CAUSED BY THE SALES OR USE OF ANY PRODUCT, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LAKEVIEW SHALL IN NO EVENT BE RESPONSIBLE FOR ANY LOSS OF BUSINESS OR PROFITS DOWNTIME OR DELAY LABOR, REPAIR OR MATERIAL COSTS OR ANY CONSEQUENTIAL DAMAGES, LOSS OR DAMAGE INCURRED BY BUYER.

PATENTS:
In the event the Buyer has provided the specifications for the items made or work performed hereunder (or both), Buyer shall indemnify and hold Lakeview harmless for any and all claims for infringement of any patent, copyright or trademark by reason of the manufacture or sale of the items or work performed and shall indemnify Lakeview for any costs, expenses, liability and damages including attorney’s fees, which Lakeview may incur by reason of any alleged infringement. The provisions of this Section 7 shall survive delivery of the items or completion of the work and payment therefore and shall be binding upon the Buyer, its successors and assigns and shall inure to the benefit of Lakeview’s officers, directors, agents and employees and their heirs, executors, administrators and assigns.

FORCE MAJEURE, SHIPMENT, PERFORMANCE, LIMITATION OF LIABILITY:
Any specified shipment date or dates are estimates only. Lakeview shall have no liability because of any delay or failure to manufacture, ship or deliver any product or furnish any service, due directly or indirectly to weather delay, fire, flood, act of God, accident, war, acts of public enemies, strike, lockout or other labor dispute, material shortage, inadequate transportation, government order or regulation or similar dissimilar cause beyond Lakeview’s reasonable control. Lakeview shall in no event be liable for any loss of business or profits, claims of Buyer’s customers or other third parties, downtime or any consequential damage, whether or not due to Lakeview’s negligence or foreseeable by Lakeview.

CANCELLATION DEFERRED DELIVERY:
Orders may be canceled only upon written notice from Buyer received by Lakeview at least (thirty) 30 days prior to shipping date and subject to payment by Buyer for all complete products at the unit price, for products in process on the basis of the percentage of completion thereof times the unit price; and for raw materials, unamortized tooling, engineering and other cancellation charges determined by Lakeview without waiver of any other available remedy or damage caused by such cancellation. Title to and possession of all unfinished material shall remain with Lakeview. No delivery in any event be deferred for more than sixty (60) days without the express written agreement of Lakeview.

SHIPPING, LOSS AND DAMAGE:
Risk of loss or damage to products shall pass to Buyer upon the earlier of delivery to the first carrier or Buyer’s representative. Apparent shortage or visual damage to shipping containers by the carrier must be noted on both consignee’s and carrier’s delivery receipt or record. A possible concealed damaged condition shall also be noted on the carrier’s delivery receipt or record. The carrier’s local office should be notified of the condition immediately, but no later than 15 days after the date of delivery for preparation of an inspection report by him to support a possible claim.

RETURNS:
No returns will be accepted by Lakeview without prior written authorization. Except for in-warranty returns, Buyer will be responsible for all applicable restocking and other charges. The standard restocking fee is 25%. Lakeview reserves the right to refuse all unauthorized returns and associated administrative fees. Parts which have been altered or defaced in any way will be considered as accepted by our Buyer.

TELEPHONED (VERBAL) INSTRUCTIONS:
Lakeview accepts no responsibility and Buyer will not hold Lakeview responsible for errors or misunderstandings, whether or not due to Lakeview’s negligence, in complying with orders or instructions given to Lakeview by telephone. The forgoing also applies to orders or instructions given to a third party for transmittal to Lakeview.

DIES, TOOLS, ETC:
Charges for dies, tools or gauges do not convey to Buyer an interest therein or the right to remove from Lakeview’s plant. Title and possession of all dies, tools and gauges shall remain with Lakeview unless otherwise agreed in writing by an authorized Lakeview representative. Any dies, tools or gauges not used within three- (3) year period may be designated as obsolete by Lakeview and destroyed without prior notification of Buyer. Any and all costs associated with replacing such dies, tools or gauges prior to resuming production following the three- (3) year period may be charged to the Buyer.

SPECIAL OR MODIFIED PRODUCTS:
Products not catalogued but requiring deviation from standard are subject to applicable pattern, tooling and test charges.

MODIFIED OR DISCONTINUED PRODUCTS:
Lakeview shall have no duty to stock or provide spare or replacement parts or products. Lakeview may modify or discontinue any product or line of products at any time without liability except to refund any amounts already paid for any such products which have been ordered but not yet delivered.

TAXES:
All duties, sales, use, excise, or similar taxes or charges applicable to the sale or use of any product or the furnishing of any service shall be Buyer’s responsibility, and Buyer shall indemnify Lakeview against any liability thereunder.

WAIVER:
The failure of Lakeview to insist, in any one of more instances, upon the performance of and of the terms, covenants or conditions of this contract or to exercise any right or remedy hereunder shall not be, and shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants, or conditions or the future exercise of such right or remedy by Lakeview and the obligation of the Buyer with respect to such future performance shall continue in full force and effect.

GOVERNING LAWS, JURISDICTION:
This agreement shall be governed by the laws of the State of Minnesota. Buyer consents to personal jurisdiction over it with respect to any dispute arising hereunder in the courts of the State of Minnesota.