1. ACCEPTANCE. No order submitted pursuant to the accompanying quotation or any supplementation thereof will be binding on G.M.F. Industries, Inc. or any of its operating divisions (hereinafter “GMF”) unless accepted by the Issuance of GMF's written Acknowledgment and Sales Order Confirmation.
2. ERRORS. Any errors which may have been erroneously incorporated in or may otherwise appear in this quotation are subject to appropriate correction and amendment.
3. MANUFACTURING TOLERANCES. Unless otherwise indicated, price data covers only material conforming to GMF's standard manufacturing limits as to sizes, tolerances, finishes, and properties, such standards being provided, upon request, to the entity or any affiliates thereof to which the accompanying quotation is addressed.
4. REVISION OF TERMS AND CONDITIONS. No sales representatives or other employee of GMF shall have the authority to modify, rescind, or revise in any manner the terms and conditions of the accompanying quotation or any of the terms and conditions which may appear on GMF's Acknowledgment and Sales Order Conformation. In order to be effective, any such amendment or other revision in the terms and conditions or any waiver such terms and conditions must be in writing and such writing must be executed by a duly authorized officer of GMF.
5. CHANGE IN PRICES. The prices quoted herein are based upon market conditions existing to the time of the quotation and are subject to change any time, at GMF's discretion, prior to acceptance of orders and thereafter as stated in GMF's Acknowledgment and Sales Order Conformation.
6. TERMS OF SALE. SUBMISSION OF AN ORDER IN RESPONSE TO ANY ACCOMPANYING QUOTATION OR AMENDMENT THERETO SHALL CONSTITUTE ACCEPTANCE BY THE ACCEPTING PARTY (hereinafter “Purchaser”) OF THE TERMS AND CONDITIONS SET OUT HEREAFTER. The resulting agreement shall incorporate GMF's Acknowledgment and Sales Order Conformation ("Order") containing such terms and conditions

GENERAL TERMS & CONDITIONS

1. PRICES, TAXES, THE PRICES FOR THE PRODUCTS OR SERVICES COVERED BY THE ORDER ARE SUBJECT TO CHANGE WITHOUT NOTICE TO THE PRICES IN EFFECT AT THE TIME OF EACH SHIPMENT. Purchaser shall pay all taxes applicable to the sale or delivery by GMF or subsequent use or consumption by Purchaser of any such products or services.
2. WARRANTIES. As to its products at the time of shipment, GMF warrants good title, freedom from defects in material and workmanship, and conformance to its standard specifications and those stated on the front of its quotation, as same may have been amended. GMF MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Purchaser shall promptly notify GMF of any supposed breach of GMF's warranties and hold, unaltered, in its direct possession any manufactured parts, materials or any other products which supposed represent any such breach of warranty for GMF's inspection. Any manufactured parts, materials or any other products which are purported to be in breach of GMF’s warranty may not be returned by Purchaser without written authorization from GMF.
3. LIMITATION OF LIABILITY. GMF'S EXCLUSIVE LIABILITY FOR ITS ACKNOWLEDGED BREACH OF ANY OF ITS WARRANTIES SHALL BE TO REPLACE ANY NONCONFORMING MANUFACTURED PARTS, MATERIALS OR OTHER PRODUCTS DEEMED BY GMF TO BREACH ITS WARRANTIES AT THE ORIGINAL POINT OF DELIVERY, OR TO REPAIR ANY SUCH PRODUCT OR TO REFUND, IF PREVIOUSLY PAID, PURCHASER'S PURCHASE PRICE FOR THE NONCONFORMING PRODUCT, OR ANY COMBINATION OF SUCH MEANS, TO BE SOLELY DETERMINED BY GMF. GMF'S SOLE LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM OR IN ANY WAY CONNECTED WITH THE ORDER PRODUCED FOR PURCHASER SHALL NOT EXCEED PURCHASER'S PURCHASE PRICE FOR THE SPECIFIC PRODUCT OR SERVICE UPON WHICH SUCH PURPORTED LIABILITY IS BASED, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT (INCLUDING, BUT NOT LIMITED TO, FAILURE OR DELAY IN PERFORMANCE OR DELIVERY DUE TO ANY CAUSE WHATSOEVER), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE. IN NO EVENT SHALL GMF BE LIABLE TO PURCHASER FOR LOSS OF PROFITS OR REVENUE OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. REGARDLESS OF ANY PRIOR BUSINESS DEALINGS OR OTHER RELATIONSHIP BETWEEN GMF AND PURCHASER, ANY CLAIM FOR BREACH OF A GMF WARRANTY WHICH MAY BE MADE BY PURCHASER SHALL BE WAIVED UNLESS PRESENTED IN WRITING TO GMF WITHIN THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF SUCH PRODUCT OR THE RENDERING OF SUCH SERVICE OR AS MAY BE OTHERWISE STATED BY GMF AND PROVIDED TO PURCHASER BY GMF IN WRITING.

4. PAYMENT TERMS.
A. All sales are Cash, VISA, MasterCard, or American Express, Prepay, Net 30 Days or pursuant to Contract with GMF approved credit, unless special arrangements are made and approved, in writing by an authorized officer of GMF, before the order is made and accepted.
B. Materials to be used in production on behalf of Purchaser will require a fifty percent (50%)prepayment , arising from the acquisition cost of material required to be incorporated in such production, with the balance therefore due in no more than seven (7) days from billing date thereof. Such conditions apply to all general construction, structural material and other material incorporations which require in acquisition by GMF of material purchases which exceed $5,000.00, exclusive of freight or taxes.
C. Minimum purchases on approved open accounts, billed to account holder pursuant to the terms thereof, shall be no less than $5,000.00. Any orders of a lesser value, or orders from potential purchasers not meeting the necessary criteria for a GMF open account, will be accepted only if paid in advance, or charged to a VISA, MasterCard, or American Express account in a minimum amount of no less than $100.00.
D. No discounts of any type are authorized or otherwise allowed. Any cash discounts taken by an open account holder will remain on such account as an unpaid balance and shall be subject to finance charges of no less than EIGHTEEN PERCENT (18.0%) PER YEAR OR ONE AND ONE-HALF (1.5%) PER MONTH billed monthly or the maximum rate otherwise allowed by law.
E. Accounts with outstanding balances which are in excess of forty-five (45) days are subject to be placed on credit HOLD, without further extension of credit until such account is current. Accounts sixty (60) days or more delinquent will be placed on credit HOLD, and no orders will be accepted or shipped until such account is current. A new credit application will be required if payment is delinquent for sixty (60) or more days or is delinquent twice in the same calendar year. A new credit application will be required to reactivate an open account if a year or more has passed since the most recent order from Purchaser.
F. If Purchaser fails to make any payment or pay any other outstanding sum when due to GMF or other designated party, Purchaser will be in breach of the terms of its open account agreement. If any part of a payment is not paid by its due date, it shall be delinquent. In such event, Purchaser understands and agrees to pay a late charge of 5% of the unpaid payment, or, if less, the maximum charge allowed by law. In addition to a late charge, GMF shall also be entitled to recover interest on any unpaid balance at the rate of EIGHTEEN PERCENT (18.0%) PER YEAR OR ONE AND ONE-HALF (1.5%) PER MONTH billed monthly. GMF may also use any of the remedies available to it under the Uniform Commercial Code as enacted in the State of Florida or any other law. If this account is referred to an attorney for collection, Purchaser agrees to pay the reasonable attorney's fees and actual court costs incurred. PURCHASER AGREES THAT GMF WILL NOT BE RESPONSIBLE TO PAY PURCHASER ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY PURPORTED DEFAULT BY GMF UNDER THIS AGREEMENT. Purchaser agrees that any delay or failure to enforce GMF’s rights under this agreement does not prevent GMF from enforcing any rights at a later time.
G. Contracts and subcontracts which contain retainage or payment hold backs must be approved by GMF. The retainage is due and owing to GMF no later than 90 days after the contract or subcontract is completed by GMF. Retainage not paid within 90 days will be subject to EIGHTEEN PERCENT (18.0%) PER YEAR OR ONE AND ONE-HALF (1.5%) PER MONTH billed monthly or the maximum rate otherwise allowed by law. Collection costs, including court costs and attorney’s fees, if required, will be also be added to the invoice for all accounts requiring collection activity.
H. Payments should be made payable to: G.M.F. Industries, Inc.
Mailing: P. O. BOX 6688, Lakeland, FL 33807 Shipping: 4600 Drane Field Road, Lakeland, FL 33811
I. The Federal Identification Number of GMF is 59-2180069

5. SETOFF. GMF shall be entitled to setoff any amount owed by Purchaser or by any of Purchaser's affiliates to GMF or to any of GMF's affiliates against any amount which may otherwise payable by GMF to Purchaser in connection with an Order or otherwise.
6.TITLE, RISK OF LOSS. Except as provided in Section 12, title to and risk of loss of the products covered by the Order shall remain with GMF until delivery is made as defined in Section 11. Title to products stored by GMF as security for payment or otherwise shall not pass to Purchaser.
7. FORCE MAJEURE. GMF shall not be liable for failure or delay in performance pursuant to the Order due in whole or in part to causes such as an act of God, strike, lockout or other labor dispute, civil commotion, sabotage, fire, flood, explosion, acts of terrorism, acts of any government, unforeseen shortages or unavailability of fuel, power, transportation, raw materials or supplies, inability to obtain or delay in obtaining necessary equipment or governmental approvals, permits, licenses or allocations, and any other causes which are not within the reasonable control of GMF, whether or not of the kind specifically enumerated above. Under any such circumstances, GMF shall have the additional time needed to complete the Order and the right to allocate its available supply, in the manner it selects, to itself and among any or all customers, including but not limited to, its subsidiaries and affiliates.
8. INFRINGEMENT. Products covered by the Order carry a license under GMF's intellectual property rights (i.e., patents, trademarks, copyrights and proprietary information), to use or resell them in the form sold to Purchaser, if purchased for resale, but no other license. As to products in GMF's standard product line, GMF shall defend and indemnify Purchaser against claims that the use or sale of such products in such form as delivered by GMF to Purchaser infringes U.S. intellectual property rights. As to other products, Purchaser shall defend and indemnify GMF against claims that (i) products made as specified by Purchaser or including printed matter approved by Purchaser infringe intellectual property rights and (ii) products exported by Purchaser infringe foreign intellectual property rights.
9. SHIPPING TOLERANCES. Except as otherwise provided in GMF's price data publications, the total Order and each delivery shall be subject to a shipping quantity tolerance of plus or minus ten (10) percent.
10. EQUIPMENT. Extrusion dies, tools, printing plates or cylinders and other equipment manufactured or acquired by GMF to fill the Order shall remain GMF's property and in its sole possession and control. Any die service or other equipment charges assessed by GMF are for the use of such equipment and convey no ownership or intellectual property rights to Purchaser. If GMF has not made shipments to Purchaser of products made with such equipment for a period of one year or if GMF discontinues manufacturing products with such equipment, GMF may dispose of such equipment after thirty (30) days prior written notice to Purchaser of GMF’s intention to dispose. Until such time, GMF will retain any such equipment in order to fill Purchaser's orders.
11. DELIVERY TERMS. Delivery terms stated on the front of the Order are defined in Section 2-319 of the Uniform Commercial Code and ARE SUBJECT TO CHANGE WITHOUT NOTICE TO THOSE IN EFFECT AT THE TIME OF EACH SHIPMENT. F.O.B. destination shipments shall be made only to locations in the contiguous 48 United States served by common carrier nearest the SHIP TO address. Additional costs for special handling or routing specified by Purchaser shall be for its account and at its additional expense.
12. EARLY AND DEFERRED SHIPMENTS. GMF may, at its option, ship up to fourteen (14) calendar days prior to its estimated shipping schedule specified on the front any quotation or amendment thereto. Purchaser may defer shipments under terms mutually agreed in writing with GMF and provided Purchaser assumes the risk of any loss or deterioration of products that occurs after thirty (30) days from such previously estimated shipping schedule date.
13. CANCELLATION. Upon receipt of written notice from Purchaser, GMF shall cancel the Order as instructed subject to GMF's right to continue processing raw or finished materials to the point at which processing can be halted with the least disruption and cost to GMF. Purchaser shall pay the cancellation charges invoiced by GMF.
14. NUCLEAR USE. The products covered by the Order are not intended for application in connection with the use or handling of nuclear material or the construction or operation of a nuclear installation. Purchaser shall not use these products for such purposes or permit others to use these products for such purposes unless GMF agrees to such use in writing. If any such use occurs without GMF's written agreement, GMF disclaims all liability for any nuclear or other damages, injury or contamination, and Purchaser shall protect, defend and indemnify GMF, GMF's affiliates and the directors, officers, employees, agents and representatives of GMF and its affiliates from and against any and all claims, losses, damages costs, actions, judgments, expenses and liabilities of every kind and nature whatsoever (including, with limitation, attorneys' fees and costs and expenses of defense) which, either directly or indirectly, are in any way connected with arise out of or result from such use.
15. WAIVER. GMF shall not be deemed to have waived any right, power, privilege or remedy unless such waiver is in writing and duly executed by a duly authorized officer of GMF. No failure to exercise, delay in exercising or course of dealing with respect to any right, power, privilege or remedy shall operate as a waiver thereof by GMF or of any other right, power, privilege or remedy. No exercise or partial exercise of any right, power, privilege or remedy shall preclude any other or further exercise thereof by GMF or the exercise of any other right, power, privilege or remedy by GMF.
16. COMPLETE AGREEMENT. GMF and Purchaser agree that this statement of Terms and Conditions together with all documentation reflective of the Order and any amendments thereto constitute the entire agreement of the parties which shall not be subject to modification except by a writing executed by authorized officers or designated representatives of GMF and Purchaser.
17. GOVERNING LAW. The laws of the State of Florida shall govern the validity, interpretation, construction and effect of the Order.
18. GENERAL. The Order contains the entire agreement of the parties with respect to the products or services covered by the Order, and all previous contracts, purchase orders, proposals, discussions and communications relating to the products or services covered by the Order are superseded except to the extent that they have been incorporated by direct reference. The Order may not be amended without GMF's specific written consent. If any provision of the Order, whether a paragraph, sentence or a portion thereof is determined by a court of competent jurisdiction to be null and void or unenforceable, such provision shall be deemed to be severed, and the remaining provisions of the Order shall remain in full force and effect. The headings in the Order are for convenience or reference only and shall not affect its interpretation or construction. Any errors incorporated in or appearing on the Order are subject to correction by GMF.
1. DIVISIONS. This Policy applies to G.M.F. Industries, Inc. and its Divisions- GMF Manufacturing, CLAM® Products, and ALLOY Products.

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