Terms and Conditions of Sale

Active Molding, Inc. ("Seller") | Version 1.0 | Effective for orders and deliveries on or after October 1, 2026

1. Acceptance and precedence. Seller's quotes and order acknowledgments are expressly conditioned on Buyer's assent to these Terms. These Terms govern over any terms in Buyer's purchase order. Seller objects to any additional or different Buyer terms, which are not binding unless signed by Seller's CEO. Buyer's acceptance of goods or payment confirms assent.
2. Quotes and pricing. Quotes are valid for 30 days. Prices exclude taxes, freight, and tooling unless stated. Resin surcharges may apply when material cost changes more than 5% from the quoted basis.
3. Payment. Payment terms are those stated on Seller's quote or order acknowledgment, in US dollars. Net 30 or other credit terms are extended only on Seller's written credit approval, and Seller may change or withdraw them at any time. Without credit approval, payment is due before shipment. Past due balances accrue a late charge of 1.5% per month, or the maximum lawful rate if lower. Buyer may not withhold or set off payment of any invoice for claims on another invoice. Disputes must be raised by MRR under Section 6; undisputed amounts remain due on terms.
4. Credit hold. If any invoice is 15 or more days past due, Seller may suspend shipments on all open orders until the past due balance is paid in full. Delivery dates extend by the length of the hold. Seller may require prepayment or other credit terms at any time.
5. Rated orders. Seller accepts DO and DX rated orders subject to these Terms, including payment terms. Under 15 CFR 700.13(c)(1), Seller may reject rated orders when Buyer is unwilling or unable to meet regularly established terms of sale or payment. Seller will give written notice of any delay as DPAS requires.
6. Inspection and acceptance. Buyer has 30 days from delivery to inspect and reject goods by written MRR stating quantity, defect, and supporting measurements or photos. Goods not rejected within 30 days, or dispositioned use-as-is, are accepted and the invoice is due in full. Rejected goods must be returned under Seller's RMA, or scrapped with Seller's written approval, within 15 days of the MRR.
7. Latent defects. Defects that could not be found by reasonable incoming inspection may be claimed by MRR within 90 days of delivery.
8. Remedy. For goods properly rejected under Sections 6 or 7, Seller will, at its option, replace, rework, or credit the goods. Seller issues credit within 5 business days of a valid MRR. Replacements for issues found after these windows require a new purchase order at current pricing.
9. Limited warranty. Seller warrants goods conform to Buyer's approved print and specifications at delivery. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer is responsible for the suitability of its design for its application.
10. Limitation of liability. SELLER IS NOT LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LINE-DOWN TIME, REWORK, LOST PROFITS, OR BUYER'S CUSTOMER CLAIMS. Seller's total liability for any order is limited to the price of the affected goods.
11. Quantities. Buyer accepts overruns up to 5% of the ordered quantity, invoiced at the order price.
12. Delivery. FCA Seller's facility (Incoterms 2020). Title and risk pass at delivery to the carrier. Ship dates are estimates; Seller is not liable for delays outside its reasonable control.
13. Tooling. Buyer-owned tooling is maintained by Seller for normal wear. Repairs from design changes, damage not caused by Seller, or end of tool life are billed to Buyer. Tooling with no orders for 24 months may be returned at Buyer's cost or scrapped after 60 days' written notice. Tool removal or transfer requires 15 days' written notice and payment in full, before release, of all amounts owed to Seller: every open invoice, current and past due, plus late charges, tooling and repair charges, and liability for finished goods, work in process, and material under Section 14. Seller retains possession of all tooling until paid, and holds a lien on tooling to the extent permitted by law. Each tool moved carries a crating and transfer fee per Seller's current tooling fee schedule, covering preparation, documentation, and crating to transport standard. Crating fees are invoiced with the release and paid in advance. Buyer pays freight. Seller schedules crating after cleared payment and releases up to 3 tools within 10 business days. A transfer of more than 3 tools is a large transfer: it requires 30 days' written notice, and Seller releases it in batches of up to 3 tools, each batch within 10 business days of the prior batch.
14. Changes and cancellation. Changes and cancellations require Seller's written approval. Buyer pays for finished goods, work in process, and non-returnable material purchased for the order.
15. Buyer specifications. Buyer warrants its prints and specifications do not infringe third-party rights and indemnifies Seller against such claims.
16. Export control. Buyer identifies any ITAR or EAR controlled items and technical data before release to Seller.
17. Quality system. Seller maintains its quality system and will cooperate with Buyer on corrective action requests. Corrective action does not create financial obligations beyond Section 8.
18. Governing law. Minnesota law governs, excluding conflict of law rules. Venue is the state or federal courts in Minnesota. The UN Convention on Contracts for the International Sale of Goods does not apply.
19. Entire agreement. These Terms, with Seller's quote and acknowledgment, are the entire agreement. Seller may update these Terms with 30 days' written notice; the version in effect on the order date governs.
20. Customer-furnished components. Buyer is responsible for the quality and conformance of inserts and other components it supplies. Damage to Seller's tooling or equipment caused by nonconforming Buyer components is Buyer's cost. Extra labor to sort, rework, or handle nonconforming components is billed at Seller's current labor rate. Parts scrapped because of nonconforming components are billed to Buyer at the order price. If a shortage of good components causes a short run, Seller closes the purchase order short at the quantity shipped, and Buyer issues a new purchase order for any balance.

Questions: active.sales@harlan.co | 763-571-9193