Terms and Conditions as Seller

These TERMS AND CONDITIONS (this “Agreement”) are part of a binding contract between CRITERION TOOL & DIE, INC. dba CRITERION PRECISION MACHINING, an Ohio corporation (“Seller”) and the party (“Customer”) as may be specified in the quotation provided by Seller (the “Quotation”) or as may have delivered a purchase order to Seller, and relate to all sales from Seller to Customer from time to time thereafter.  

1. ENFORCEABLE CONTRACT. This Agreement and the Quotation shall be referred to herein as the “Contract.” Customer’s assent to this Agreement set forth herein shall be conclusively presumed from Customer’s acceptance of the Quotation or presentation to Seller of a purchase order. This Agreement governs all sales by Seller to Customer and/or its affiliates. Where there may be a conflict between this Agreement and the Quotation, the Quotation shall control. The Contract constitutes the entire agreement between Seller and Customer, and all prior and contemporaneous negotiations, understandings, and agreements, whether oral or written, are merged herein and the rights and obligations of the parties shall be as set forth as follows, regardless of any terms contained on any writing originated from Customer, including without limitation Customer’s purchase order (collectively, “Customer Documents”). Seller rejects and objects to any of Customer’s inconsistent or additional terms, which shall be conclusively deemed material alterations. Seller’s failure to further object to provisions contained in Customer Documents shall not be deemed an acceptance thereof. Seller’s acceptance of any purchase order is expressly limited to and conditioned upon Customer’s acceptance of the Contract. Any conduct by Customer which recognizes the existence of a contract, including acceptance of delivery or payment, shall be deemed an acceptance of the Contract, even if Customer purports to accept goods under terms within Customer Documents. In the event of a conflict between the Contract and any Customer Documents, the Contract shall control.
2. PRICE AND PAYMENT. Prices do not include sales, use, tariffs, excise or any similar tax. Any tax or other government charge upon the production, sale, shipment or use of the product which Seller is required to pay or collect from Customer shall be paid by Customer to Seller unless Customer furnishes Seller with a tax exemption certificate acceptable to the applicable taxing authority. Customer shall be responsible for obtaining any necessary governmental clearances, including import and foreign exchange licenses, which may be required by any government other than the United States. Prices are F.O.B. Seller’s plant of manufacture. Purchase prices are stated in United States Dollars and payment shall be in United States Currency. Payments are due net 30 days, provided, Seller reserves the right to modify or withdraw credit terms (if any) at any time without notice and to require guarantees, security, or payment in advance of the amount of credit involved. Seller will increase the price by 3% for all payments made through MasterCard, Visa, or other credit card that Seller may accept.
3. DELIVERY and INSPECTION. Unless otherwise agreed, all products delivered to Customer will be packed for transportation in accordance with Seller’s standard packing procedures. Any delivery dates promised are approximate only, and the time of delivery shall not be of the essence. Seller may provide reasonable notice of when the product(s) are available for delivery. Seller shall have the right to make delivery or complete performance of any order prior to any delivery date. Customer shall immediately inspect Seller’s product upon delivery at Customer’s location. No inspection shall be permitted at Seller’s location.  
4. TITLE AND RISK. The risk in the products shall pass to Customer upon completion at Seller’s location and transfer to common carrier. Title to the goods shall not pass to Customer until Seller has received payment in full (in cash or cleared funds) for the products, any other products or services that Seller has supplied to Customer in respect of which payment has become due, and any other sums due under the Contract. 
5. EXPRESS WARRANTY. All products sold hereunder are warranted for a thirty (30) day period beginning at delivery of such products to substantially conform to Customer’s specifications (any products not meeting such standard being referred to herein as “Nonconforming Products”), subject to the limitations contained herein. This express warranty is in lieu of and excludes all other warranties, express or implied, and is given to Customer exclusively, and to no others. Nonconforming Products may be returned by customer to Seller only upon authority from Seller, and after receiving return shipping instructions from Seller. Packaging of Nonconforming Products shall conform to the same methods employed by Seller in shipping to Customer. Credit will not be allowed for returned products damaged beyond the original defects. The sole remedy for Nonconforming Products will be repair or replacement without charge, but Seller shall not be liable for deficiencies and/or damage which are the result, among other things, of objects implemented by Customer, wear and tear, faulty assembly/faulty implementation into service by Customer or by third parties, faulty or negligent handling, damage during shipment, unsuitable or undue utilization, excessive operational load, disregarding of utilization or instruction manuals, unsuitable operational resources, modifications and/or repairs not approved by Seller effected by Customer or third parties, excessive storage time, other circumstances outside of Seller’s direct control, and other circumstances lying within Customer’s sphere of influence. Every claim on account of the express warranty set forth herein, or for any other cause, shall be deemed waived by Customer unless made in writing to Seller within thirty (30) days from Customer’s date of the receipt of the product to which such claim relates. CUSTOMER HEREBY WAIVES ANY AND ALL EXPRESS WARRANTIES NOT WRITTEN HEREIN AND ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY, AND ANY REMEDIES NOT OTHERWISE STATED HEREIN.
6. CUSTOM-MADE PRODUCTS. As used herein, a “custom-made product” shall mean a product (including materials used therein) that (a) for which Seller has designed, crafted, or begun to design, craft, or acquire materials, and (b) either (i) is designed to specifications for a particular customer, or (ii) is not suitable for a broader market. Whereas Seller may have no alternative use for a custom-made product, the parties agree that Customer shall have no right to cancel an order for any custom-made product. Customer shall owe the full purchase price for a custom-made product, even if such a product is not ultimately shipped. If a customer cancels an order for a product that is not a custom-made product, then Seller may attempt in its sole discretion to resell such product, and if such product is re-sold, then Customer shall owe Seller the difference between the Customer’s agreed sale price and the later sale price, plus costs of the re-sale transaction. If Seller shall have not sold such a product within sixty (60) days of Customer’s cancelation, then Customer shall owe the full purchase price, and Seller shall have no duty to account to Customer for the proceeds of a later sale, irrespective of the perceived prospects for a later sale. Customer disclaims all rights to claim title to a product for a canceled order, whether custom-made or otherwise.
7. REMEDIES FOR CUSTOMER BREACH. If Customer shall fail to timely pay all sums due to Seller or shall otherwise breach the Contract, then Customer shall reimburse Seller for all of its reasonable attorney’s fees and costs incurred in and leading up to such action to enforce Seller’s rights, including appeals and defense of any counterclaims or other claims, whether arising from tort, contract, or other theory of recovery. Any sums not paid by Customer when due shall accrue interest at a rate of one and one-half percent (1.5%) per month. Customer shall not withhold or set off any amounts due under this Contract for any reason, including any disputed claims against Seller. Time is of the essence for Customer’s payment obligations. 
8. INDEMNITY. Customer hereby agrees to indemnify, defend, and hold harmless Seller and its affiliates and subsidiaries and their respective agents, directors, employees, officers, shareholders, subcontractors, attorneys, successors and assigns against all liabilities, claims, losses and damages of any nature, including, but not limited to, all expenses (including legal fees), costs, and judgments for property damage or injury to or death of any person and any other direct, indirect, incidental, consequential, economic or statutory civil damages, any of which arise out of or are in any way related to the provision of the products or other services pursuant to this Contract. This indemnity shall specifically include (but not be limited to) the use, operation, repair, maintenance, or disposition of products provided under the Contract, whether or not arising from breach of contract, strict liability or tort (including negligence, gross negligence, reckless and more culpable conduct), provided that nothing in this paragraph shall require Customer to indemnify Seller for claims or liabilities arising from the willful misconduct of Seller. Customer shall carry and maintain such insurance in full force and effect and in types and amounts as would be carried by prudent companies engaged in Customer’s industry, which shall name Seller as an additional insured. Such policies of insurance shall be primary with respect to the indemnities of Customer set forth in the Contract, and shall contain waivers of subrogation of the insurers in favor of the Seller indemnitees listed above. Customer will provide Seller with certificates of insurance as may be requested by Seller from time to time. 
9. Materials and Equipment. Any equipment (including jigs, dies, tools and accessories for manufacture) which Seller constructs, receives, or acquires in connection with the Contract, notwithstanding any charge to Customer, are conclusively deemed to be and shall always remain Seller’s property and in Seller’s possession and control, and Seller may use the same in any manner. Any charges invoiced to Customer in connection with tooling or equipment represent partial cost contributions only, and do not convey any ownership or usage rights. When for twenty-four (24) consecutive months no orders are received for products to be made from such equipment, the equipment may be treated as obsolete and destroyed or sold by Seller without notice or obligation to Customer. Seller shall have no responsibility or liability for loss or damage to any materials or equipment owned or furnished by Customer for any cause beyond Seller’s reasonable control. 
10. LIMITATION OF LIABILITY. Seller shall under no circumstances whatsoever be liable to Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect, incidental, or consequential damages or loss arising under or in connection with the Contract. Seller’s total liability to Customer arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed one hundred and twenty percent (120%) of the total sums actually and timely paid by Customer in the ninety (90) days preceding filing of the lawsuit with respect to such claim. This limitation of liability is in addition to, and not a replacement of, the limitation set forth in Section 5 (“Express Warranty”) hereof.
11. DELAY. Seller will not be liable in any way for late delivery, howsoever caused, or for any delay in performance due to causes beyond Seller’s reasonable control including, without limitation, embargoes, blockages, seizures or freeze of assets, epidemic or pandemic, delays or refusals to grant export or import licenses or the suspension or revocation thereof, or any other acts or omissions of government, fires, floods, severe weather, or any other acts of God, quarantines, labor shortages, strikes, or lockouts, riots, insurrection, civil disobedience or acts of criminals or terrorists, war, material or labor shortages or delays in delivery by third parties and, in the event of such delay the date of delivery shall be extended for a period of time as may be reasonably necessary to compensate for any such delay. The parties acknowledge that the payment of money is not an action for which such force majeure events shall hinder performance, and Customer shall not have a right to delay payment or suspend performance due to such causes of force majeure. Customer shall be bound to accept the products when available.
12. GOVERNMENTAL AUTHORIZATIONS. Unless specified otherwise in the Quotation, Customer shall be the importer or exporter of record and, at Customer’s sole cost and expense, shall be responsible for timely obtaining any required governmental authorization such as an import license, export license, exchange permit or any other required governmental authorization. All export documentation required per 15 CFR parts 300-799 and related Automated Export Filing Requirements will be quoted at an additional cost.
13. OFAC. Customer represents and warrants that neither Customer nor any of its officers, directors, or beneficial owners is a person or entity that is: (i) designated on any list of sanctioned parties maintained by OFAC, the U.S. Department of State, or any other relevant governmental authority, including the Specially Designated Nationals and Blocked Persons List; or (ii) located, organized, or resident in a country or territory that is the subject of comprehensive U.S. sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). Customer agrees to comply with all applicable sanctions and export control laws in the performance of this Agreement.
14. GOVERNING LAW AND JURISDICTION: This Contract shall be governed by the laws of the State of Ohio, irrespective of the principles of the conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Contract. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, the Contract shall be initiated only in state courts located in Cuyahoga County, Ohio. The parties consent to such jurisdiction and waive any argument that another forum would be more convenient. 

Last revised: August 14, 2025