Thomas Precision LLC

Effective for All Orders and Sales Transactions

All sales of products and services by Thomas Precision LLC (“Thomas Precision” or “Seller”) are subject to these Standard Terms and Conditions of Sale (“Terms”). By placing an order with Thomas Precision, Customer (defined below) agrees to be bound by these Terms. No warranty, promise, or representation made by Thomas Precision, nor any waiver or modification of these Terms, shall be binding upon Thomas Precision unless reduced to writing and signed by an authorized officer of Thomas Precision. Terms contained on Customer’s purchase orders that conflict with or differ from these Terms are hereby expressly rejected and shall be superseded by this Agreement.

Definitions

“Customer” means the person or entity purchasing products or services from Thomas Precision.

“Product” means products, parts, machines, equipment, assemblies, components, and other goods sold by Thomas Precision.

“Service” means rebuild, repair, sharpening, inspection, installation, start-up, maintenance, and other services provided by Thomas Precision.

“Order” means any purchase order, sales order, or quotation accepted by Customer, or other ordering document accepted by Thomas Precision.

1. Quotes and Pricing

Written quotations issued by Thomas Precision are valid for thirty (30) days from the date of issuance unless otherwise stated in writing. Thomas Precision reserves the right to withdraw or modify a quotation prior to its acceptance by Customer.

All prices are subject to change. Orders scheduled for future delivery will be billed at the price in effect at the time of shipment unless a fixed price has been agreed upon in writing.

If the cost of fulfilling an order increases due to factors beyond Thomas Precision’s control—including material cost changes, supply chain disruptions, or manufacturing difficulties—Thomas Precision will notify Customer and offer the option to accept the revised price or cancel the Order.

Thomas Precision also reserves the right, at its sole discretion, to cancel any Order if the cost becomes prohibitive or if Thomas Precision is no longer able to procure or manufacture the item for a reasonable cost or within a reasonable timeframe. Thomas Precision will notify Customer of any such cancellation promptly.

Thomas Precision reserves the right to correct clerical or stenographic errors or omissions at any time without incurring any obligation to retrofit or modify previously purchased products.

2. Orders and Order Cancellation

2.1 Order Acceptance

All Orders are subject to acceptance by Thomas Precision. Thomas Precision may reject any Order at its sole discretion. Acceptance of an Order does not guarantee delivery by a specific date unless agreed upon in writing.

2.2 Cancellation by Customer

Customer may request cancellation of an Order prior to shipment. For standard stocked items, cancellation requests may be accepted subject to Thomas Precision’s written approval. Special, non-stock or custom Orders (i.e., Orders consistent with the description in Section 5.1) may not be cancelled once production or procurement has begun without Customer assuming full responsibility for costs incurred to that point.

2.3 Cancellation by Thomas Precision

Thomas Precision reserves the right to cancel any Order at any time, subject to its obligations under this Agreement. Thomas Precision will provide prompt written notice to Customer in the event of such cancellation. In cases where Thomas Precision cancels due to its own circumstances, Customer will not be charged for work not completed.

3. Delivery and Shipment

3.1 Delivery Estimates

Thomas Precision will provide reasonable shipment and delivery estimates upon request. All estimates are subject to change due to raw material availability, equipment breakdowns, supply chain factors, or other circumstances. Thomas Precision will communicate changes to delivery timelines as soon as they become known.

Customer remains responsible for payment in full even if delivery is later than originally estimated. Thomas Precision shall not be liable for any losses, damages, or expenses incurred by Customer due to a late or delayed shipment.

3.2 Shipment Terms (F.O.B. Seller’s Shipping Department)

All shipments are made F.O.B. Thomas Precision’s shipping facilities. Risk of loss transfers to Customer upon delivery of the Product to the carrier, subject to the limitation in Section 3.5. Thomas Precision’s responsibility for the shipment ceases at that point, except as provided under Thomas Precision’s limited warranty.

3.3 Shipping Carriers

Thomas Precision ships via its preferred carriers and bills freight charges to Customer. Customer may request use of a specific carrier, provide their own freight account number, or arrange for their own pickup. Thomas Precision reserves the right to decline use of any carrier it deems unreliable.

3.4 Multiple Shipments

When an Order contains multiple line items, Thomas Precision ships Products as they become available unless Customer specifically requests that the entire Order be held until all items are ready. If items in an Order are not stocked at the same location, such items will ship from their respective locations separately, and each shipment will be billed accordingly.

3.5 Shipment Insurance

Thomas Precision does not insure shipments by default. For high-value shipments—such as complete machines or high-value assemblies—Thomas Precision may elect to use a carrier that includes insurance coverage or add insurance at its discretion.

If Thomas Precision has arranged shipment through its preferred carrier and an Order is lost or damaged in transit, Thomas Precision will repair or replace the item if possible. If repair or replacement is not possible, Thomas Precision will reimburse Customer for the cost of the item, up to a maximum of $20,000.

If Customer wishes to insure its shipment, Customer must request insurance at the time of Order or prior to shipment, and the cost of insurance will be passed through to Customer. If Customer specifies its own carrier, uses its own freight account, or arranges its own pickup, Thomas Precision assumes no liability for loss or damage during transit.

3.6 Expedited Orders

If Customer requests Thomas Precision to expedite or rush an Order, Thomas Precision may charge expedite fees to cover overtime labor, incoming freight costs, and the disruption to other Orders in process. While Thomas Precision will attempt to estimate these charges upon request, the final amount may not be known until after the expedited work is complete. Customer is responsible for all expedite charges, including expedited freight costs.

4. Payment Terms

4.1 Standard Terms

Payment is due Net 30 days from the invoice date, unless alternate terms have been agreed upon in writing between Thomas Precision and Customer. Thomas Precision reserves the right to require payment in advance of shipment if, in Thomas Precision’s judgment, Customer’s financial condition warrants it.

A service charge of 3% per month (or the maximum rate permitted by applicable law, whichever is less) will be assessed on all unpaid balances past due, calculated from the date the payment became due until fully satisfied.

4.2 Credit Hold

If Customer has not made payment within sixty (60) days of the invoice date (i.e., thirty (30) days past due), Customer will be placed on “Credit Hold.” While on Credit Hold, Thomas Precision will not process new Orders or ship additional Product to Customer until all past due balances are paid in full.

4.3 Title Retention

Title to all products sold under this Agreement remains with Thomas Precision until Customer has made payment in full in cash for all amounts due, including any deferred payments. If Customer defaults in payment, Thomas Precision reserves the right to retake possession of the product. Thomas Precision will provide written notice at least five (5) days prior to any repossession, and Customer may avoid repossession by curing the default within that period.

4.4 Bankruptcy

If Customer files for bankruptcy or becomes insolvent, Thomas Precision may refuse further shipments and all outstanding amounts owed to Thomas Precision shall become immediately due and payable. In such event, future Orders from Customer will require prepayment in full prior to shipment.

4.5 Taxes, Duties, and Additional Fees

Customer is solely responsible for all applicable taxes, including sales, use, and transfer taxes, as well as all import/export duties, tariffs, freight surcharges, and any other governmental fees associated with the purchase or transfer of products. Whenever possible, these charges will be billed directly to Customer at or before the time of shipment. In cases where such charges are not known until after shipment, Thomas Precision will notify and invoice Customer within seven (7) days of receiving notice of such charges, and payment is due within 30 days of that invoice.

5. Returns and Refunds

5.1 Standard Returns

Returns are accepted only for items that are unused, unopened, and in new, re-sellable condition. To initiate a return, Customer must obtain a pre-authorized Return Merchandise Authorization (RMA) from Thomas Precision prior to returning any item. Returns will not be processed without an approved RMA.

Return requests made within 30 days of receipt will be reviewed for approval and, if approved, will incur a minimum restocking fee of $50. Return requests made between 30 and 90 days of receipt are subject to Thomas Precision’s discretion and will incur a restocking fee of 25% of the purchase price, with a minimum restocking fee of $50. Returns will not be accepted for items beyond 90 days from the date of receipt under any circumstances.

Shipping and insurance costs are non-refundable. Only items shipped from stock are eligible for return. Custom and made-to-order items are not returnable under any circumstances. As a general guide, an item that did not ship on the same day the Order was placed is likely a non-stock item built or sourced to order; Customer is encouraged to confirm stock status at the time of Order, and Thomas Precision is happy to clarify before purchase. Items shipped outside of the United States are not eligible for return without prior written authorization from Thomas Precision, and certain products may not be returnable from international locations.

If an item was ordered in error by Customer and an exchange is needed, a new sales order must be placed for the replacement item. A credit for the returned item will be issued upon receipt and inspection, per the conditions above.

5.2 Defective, Damaged, or Incorrectly Shipped Items

Customer shall inspect all Products promptly upon receipt. Claims for shortages or visible non-conformities must be submitted to Thomas Precision in writing within 15 days of receipt of the shipment. Claims received after this period may not be accepted.

If Customer does not provide timely written notice, the Products will be deemed accepted as delivered, except for warranty claims that are timely made under Article 7. Use of a Product in production, installation, modification, or resale constitutes acceptance of such Product.

If a Product is found to have defects in materials or workmanship, or if Thomas Precision shipped an incorrect item, Customer must contact Thomas Precision within sixty (60) days of delivery to request a Return Merchandise Authorization (RMA) and to arrange for inspection, replacement, or return. On confirmed defective or incorrectly shipped items, Thomas Precision will arrange and cover return freight. No restocking fee will be assessed for items that Thomas Precision shipped in error or that are confirmed defective; however, the item must be returned to Thomas Precision for full inspection before any credit is issued.

All items returned due to Thomas Precision’s fault must be returned within thirty (30) days of Customer’s notification to Thomas Precision. Thomas Precision is not liable for any loss of revenue, production downtime, or other consequential losses arising from a part that was shipped in error, damaged, or found defective. Thomas Precision’s liability is limited to the original purchase price of the affected product.

6. Rebuild and Repair Services

6.1 Customer-Supplied Parts (Small Parts and Assemblies)

For parts supplied by Customer, small assemblies, rebuilds, repairs, or sharpening services, Thomas Precision will issue an RMA prior to pickup or shipment, receive Customer’s product, inspect or evaluate the item, and provide a quote for the recommended parts and/or services. Thomas Precision will not begin rebuild, repair, or sharpening work until Customer has approved the quote and issued a Purchase Order based on that quote.

If Customer regularly uses Thomas Precision for rebuild or sharpening services, a blanket Purchase Order may be used to expedite repeat work. In that case, Thomas Precision will still inspect the item and provide a quote, and Customer must confirm approval of the quoted work and assign it to the applicable blanket Purchase Order before work begins.

If Customer decides not to proceed with the quoted rebuild, repair, or sharpening service, Thomas Precision may return the item to Customer or dispose of it. In such case, Customer is responsible for all freight and shipping costs. If no Purchase Order or written direction is received within thirty (30) days after the quote is provided, Thomas Precision reserves the right to return, sell, or dispose of Customer’s item.

6.2 Customer-Supplied Machines and Large Equipment

If Customer delivers a machine or major assembly to Thomas Precision for rebuild or repair, Thomas Precision will inspect the equipment and provide an initial estimate based on the known scope of work. Thomas Precision will not begin work until a down payment has been received.

Upon completion of the rebuild, Thomas Precision will issue a final invoice to Customer. The equipment will not be returned to Customer until all financial terms have been satisfied. Customer is responsible for all shipping costs associated with returning the equipment.

If equipment remains at Thomas Precision for more than 60 days while awaiting an initial Purchase Order after quoting, or if final payment terms remain unmet beyond 60 days, Thomas Precision will no longer be obligated to store the equipment and reserves the right to sell or otherwise dispose of it.

7. Limited Warranties

All warranties provided by Thomas Precision extend only to the original purchaser and are non-transferable. Under any warranty, Thomas Precision’s sole obligation is, at its discretion, to: (a) repair the defective item, (b) replace it with the same or a substantially equivalent item, or (c) credit Customer the original purchase price paid to Thomas Precision. Thomas Precision’s total liability under any warranty shall not exceed the original purchase price of the product. Shipping costs and labor costs incurred by Customer to remove, install, or access the Product are not covered. Loss of production, lost sales, lost profits, or other consequential damages or losses are expressly excluded.

7.1 Warranty Exclusions (Applicable to All Warranties)

No warranty covers:

Standard wear parts that require replacement during normal use, including but not limited to: belts, scrapers, blades, knives, drums, plates, bearings, bushings, pins, O-rings, seals, rollers, screens, augers, restrictors, ring valves, and shafts.

Cosmetic damage.

Damage resulting from misuse, abuse, accidents, vandalism, or unauthorized modification.

Damage or failure caused by improper installation, setup, maintenance, or operation.

Damage caused by foreign material entering the equipment.

Electronic failures not caused by Thomas Precision’s workmanship.

Failure to add oil or properly prepare gearboxes and bearing housings prior to operation (see Section 7.3).

7.2 Thomas Precision-Manufactured Parts

New parts manufactured by Thomas Precision carry a 90-day warranty from the date of receipt by Customer and cover defects in materials and/or workmanship. This warranty does not cover standard wear parts as described in Section 7.1.

7.3 Thomas Precision-Made and Rebuilt Gearboxes and Bearing Housings

Thomas Precision warrants Thomas Precision-manufactured and rebuilt gearboxes, High Speed Bearing Housings, other bearing housings, and related assemblies for twelve (12) months from the date of installation or twenty-four (24) months from the date of sale or rebuild, whichever occurs first. High Speed Bearing Housings must be installed by Thomas Precision to qualify for this warranty. Gearboxes and other bearing housings do not need to be installed by Thomas Precision to qualify for warranty consideration. To qualify for warranty consideration, Customer must notify Thomas Precision within seven (7) days of failure, provide proof of the installation date and failure date, and return the assembly to Thomas Precision for inspection. Thomas Precision will determine warranty eligibility after inspection.

If covered, Thomas Precision’s obligation under this Section 7.3 is limited solely to the cost of rebuilding the failed assembly, replacing the failed assembly, or providing reimbursement for its original purchase price. Thomas Precision may elect to utilize any of these options at its sole discretion. Rebuild cost is covered at one hundred percent (100%) during the first six (6) months after installation and is prorated over the following six (6) months, subject to the twenty-four (24) month limit from the date of sale or rebuild.

This warranty does not cover downtime, lost product, lost contracts, labor to remove or install the failed or replacement assembly, shipping, incidental or consequential costs, or parts that were not replaced as part of the rebuild.

Important: Gearboxes and bearing housings shipped by Thomas Precision are shipped without oil. It is Customer’s responsibility to fill the unit with the appropriate type and quantity of oil before testing or placing it in operation. Failure to do so will void any and all warranty coverage.

7.4 Thomas Precision-Supplied Parts Manufactured by Others

Thomas Precision purchases and resells certain parts manufactured by third parties as a convenience to its customers. Thomas Precision does not provide any warranty, under Section 5.2, this Article 7, or otherwise, on parts it did not manufacture. Such parts are covered solely by the original manufacturer’s warranty, and Customer is responsible for contacting the original manufacturer directly for warranty claims.

7.5 Tin-Plated Parts

There is no warranty against cracking on tin-plated augers or other tin-plated components rebuilt by Thomas Precision. The tin-plating process and the internal stresses introduced by welding can cause cracks to appear at any time during or after the rebuild. If cracks appear, the auger will be deemed unrepairable and Thomas Precision will provide a quote for a replacement Product to Customer.

Thomas Precision also provides no warranty regarding the adhesion of tin to used or rebuilt steel components. Adhesion is affected by the base metal condition, prior weld repair history, materials previously used, and chemicals used at Customer’s facility. Customers with concerns about tin-plated steel components are encouraged to consider switching to stainless steel alternatives.

7.6 New and Rebuilt Machines and Equipment

New and rebuilt machines and equipment provided by Thomas Precision carry a one (1) year warranty from the date of receipt by Customer, covering defects in materials and workmanship. For rebuilt machines, this warranty applies only to components that were rebuilt or replaced as part of the rebuild or refurbishment.

The warranty described in this Section does not cover:

Standard wear parts (see Section 7.1);

Thomas Precision-manufactured and rebuilt gearboxes, High Speed Bearing Housings, other bearing housings, and related assemblies (see Section 7.3);

Any other products with specific warranty terms described elsewhere in this Agreement;

Electrical components (including motors) or machines sourced by Thomas Precision but subject to warranty from the Original Equipment Manufacturer (“OEM”);

Machines subject to improper maintenance;

Use outside the machine’s intended purpose; or

Foreign material damage.

For machines and equipment that fall under the terms of the warranty described in this Section, Thomas Precision retains the option, at its sole discretion, to send a service technician to perform the subject replacement or repair. In the event a technician utilized to conduct the repair or replacement, Customer is solely responsible for ensuring said technician has sufficient access (in terms of both time and proximity) to the subject machine or equipment. To the extent there are any costs associated with ensuring this access, those costs are the sole responsibility of Customer. Customer is further responsible for performing any electrical disconnections and reconnections, as applicable.

In the event that a machine provided by Thomas Precision does not perform as described by Thomas Precision, Thomas Precision reserves the right to make modifications to the machine or its components in order to meet the subject performance requirements. Alternatively, Thomas Precision may, at its sole discretion, elect to repossess the machine from Customer in exchange for the original purchase price.

7.7 Warranty Disclaimer

The warranties set forth in this Article 7 are exclusive and in lieu of all other warranties, express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. Repair, replacement, or credit as provided under these limited warranties is the exclusive remedy of Customer. Replacement, which Thomas Precision may employ at its sole discretion, is contingent on Customer returning the item to Thomas Precision’s custody or control for failure analysis. In no event shall Thomas Precision’s liability exceed the original purchase price of the affected product.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Thomas Precision shall not be liable to Customer or any third party for any indirect, incidental, special, consequential, punitive, unjust enrichment, or exemplary damages arising out of or related to any Product sold or service provided by Thomas Precision, regardless of the legal theory upon which such claim is based (including contract, warranty, tort, negligence, strict liability, or otherwise). Thomas Precision shall not be liable for any damages arising from Customer’s installation, modification, or integration of any Product or from Customer’s failure to comply with any applicable laws, requirements, or operating instructions.

Excluded damages include, without limitation: lost profits or revenue, loss of production, loss of goods or materials, cost of substitute products or services, downtime costs, field service travel expenses, and costs associated with removing or reinstalling equipment.

In all cases, Thomas Precision’s maximum aggregate liability to Customer for any claim arising out of or related to a Product or Service shall not exceed the original purchase price paid by Customer to Thomas Precision for that specific Product or Service.

Customer assumes full responsibility for determining the suitability of any Product purchased from Thomas Precision for its intended application, including compliance with any applicable laws, regulations, codes, permits, and industry standards. Any description of products provided by Thomas Precision is for identification purposes only and shall not be construed as an express or implied warranty of fitness for a specific use.

9. Indemnification

Customer shall defend, indemnify, and hold harmless Thomas Precision and its owners, officers, employees, agents, affiliates, successors, and assigns from and against all claims, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: Customer’s selection, installation, integration, maintenance, repair, modification, storage, sanitation, or use of any Product or Service; Customer’s materials, processes, specifications, drawings, or instructions; Customer’s failure to comply with applicable laws, permits, safety requirements, sanitation requirements, or operating instructions; bodily injury, death, property damage, contamination, recall, withdrawal, or product-quality issue caused by Customer’s acts or omissions; or any third-party claim arising from Customer’s use, modification, or integration of a Product.

10. Force Majeure

Thomas Precision shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to: fires, floods, natural disasters, acts of God, civil unrest, strikes or labor disputes, transportation embargoes, shortage of raw materials or energy, acts of government, regulatory changes, or unforeseen technical difficulties. In the event of a force majeure, Thomas Precision’s performance obligations shall be suspended for the duration of the event, and delivery schedules shall be extended accordingly. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected order upon written notice to the other party, without liability to either party for such termination.

11. Proprietary Rights and Confidentiality

Thomas Precision retains sole ownership of all technical and business information, designs, drawings, processes, trademarks, and other proprietary information related to its products and services (collectively, “Proprietary Rights”). Customer may use such information solely for internal purposes consistent with the intended use of the product. Customer shall not use or permit Thomas Precision’s Proprietary Rights to be used to compete with Thomas Precision or to develop competing products or services.

Customer shall keep all Proprietary Rights information received from Thomas Precision confidential and shall implement reasonable measures to prevent unauthorized disclosure. If Customer is legally compelled to disclose such information, it shall provide Thomas Precision with prompt written notice and cooperate with Thomas Precision in seeking appropriate protective measures.

A breach of these confidentiality obligations would cause irreparable harm to Thomas Precision for which monetary damages alone would be inadequate. Thomas Precision reserves the right to seek injunctive relief and any other available legal remedy in the event of such a breach.

12. Customer Purchase Orders and Conflicting Terms

These Terms and Conditions of Sale constitute the complete and exclusive agreement between Thomas Precision and Customer with respect to the sale of products and services and supersede all prior oral or written communications, representations, and agreements. No Thomas Precision employee or agent is authorized to make any warranty or commitment beyond what is expressly stated herein.

Terms and conditions contained in Customer purchase orders, acknowledgments, or other documents that conflict with, modify, or add to these terms are hereby expressly rejected. Orders submitted on Customer’s own forms will be accepted only on the condition that these Terms and Conditions shall govern in all respects, consistent with Wisconsin Statute §402.207. Customer’s submission of a purchase order constitutes acceptance of these Terms and Conditions.

13. Default and Remedies

If Customer defaults in payment or fails to perform any obligation under this Agreement, Thomas Precision may, upon providing five (5) days written notice, retake possession of unpaid products, including the right to peaceably enter Customer’s premises for that purpose, if the default is not cured within the notice period. Thomas Precision also reserves all rights available under the Uniform Commercial Code as adopted by the State of Wisconsin, including the right to sue for all amounts due.

14. Governing Law, Venue, and Dispute Resolution

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law principles.

14.2 Venue

Any judicial proceeding arising out of or related to this Agreement shall be brought in the state courts of Barron County, Wisconsin, or the federal courts located in the Western District of Wisconsin. Thomas Precision and Customer consent to the jurisdiction of these courts.

15. General Provisions

15.1 No Waiver

Thomas Precision’s failure to enforce any provision of this Agreement on one occasion shall not be deemed a waiver of its right to enforce that provision in the future. Failure to object to any Customer term or communication shall not constitute acceptance of or agreement with that term.

15.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

15.3 Notices

All formal notices required under this Agreement shall be sent by prepaid registered or certified mail, or by a recognized overnight delivery service, to Thomas Precision LLC, Rice Lake, Wisconsin 54868, or to such other address as Thomas Precision may designate in writing. Notices to Customer shall be sent to Customer’s last known business address.

15.4 Entire Agreement

These Terms constitute the entire agreement between Thomas Precision and Customer with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether oral or written. This Agreement may only be modified by a written document signed by an authorized officer of Thomas Precision.

15.5 No Transfer or Assignment

Customer may not assign, delegate, or transfer any rights or obligations under this Agreement without Thomas Precision’s prior written consent. Any attempted assignment without such consent is void.

15.6 Survival

Any provision that by its nature should continue after completion, cancellation, termination, or expiration of an Order shall survive, including payment obligations, title retention, security rights, warranty limitations and disclaimers, limitation of liability, proprietary rights, confidentiality, indemnity, governing law, venue, arbitration, attorneys’ fees, notices, and remedies.

Acknowledgment

By placing an Order with Thomas Precision, Customer acknowledges that it has read, understood, and agreed to be bound by these Standard Terms and Conditions of Sale.

Thomas Precision LLC • Rice Lake, Wisconsin 54868