Terms and Conditions of Sale

Leatherwood accepts Buyer's orders only on these Terms. Terms in Buyer's purchase order, supplier portal, supplier manual, or other form that add to, vary from, or conflict with these Terms are rejected and do not apply unless an officer of Leatherwood accepts them in a signed writing. Leatherwood's commencement of performance is not acceptance of Buyer's terms.

If the parties have signed a master agreement, it controls over these Terms to the extent of a direct conflict. Otherwise the order of precedence is:

• Leatherwood's written acceptance of specific customer or government flowdown clauses;
• Leatherwood's quotation;
• these Terms;
• Buyer's purchase order, for part number, revision level, quantity, price, delivery schedule, and ship-to address only.

An order binds Leatherwood only when Leatherwood issues a written order acknowledgment or ships the goods.

Quotations are valid for 30 days from the quotation date unless the quotation states another period. Leatherwood may withdraw or revise a quotation at any time before it acknowledges Buyer's order.

Prices are based on the drawings, specifications, revision levels, quantities, delivery schedule, and quality requirements Buyer provided when the quotation was prepared. A change to any of them entitles Leatherwood to requote.

Quotations are Leatherwood confidential information and are provided for Buyer's internal evaluation only.

After acknowledgment, Buyer may request changes to drawings, specifications, quantities, or schedule only by written change request. Leatherwood will state the effect on price and delivery before proceeding and is not obligated to proceed until the parties agree in writing.

Buyer pays for all work performed and all material purchased or committed before a change or cancellation takes effect.

Prices are stated in U.S. dollars and exclude sales, use, excise, and similar taxes, duties, freight, and insurance. Buyer pays every such charge or provides a valid exemption certificate.

Payment is due 30 days from the invoice date, subject to Leatherwood's credit approval. Leatherwood may require a deposit or progress payments for tooling, raw material, first orders, or orders that exceed Buyer's approved credit.

Amounts unpaid when due bear interest at 1.5 percent per month, or the maximum rate permitted by law if lower. Buyer pays Leatherwood's reasonable costs of collection, including attorneys' fees.

If Buyer is past due on any invoice, Leatherwood may suspend performance, hold shipments, and require payment in advance for further work, without liability for the resulting delay.

Buyer may not set off or withhold any amount owed to Leatherwood on account of any claim against Leatherwood.

The interest, collection-cost, and set-off provisions of this Section do not apply to the United States Government, whose payments are governed by the Prompt Payment Act and the terms of the Government contract.

Unless the quotation states otherwise, delivery is FOB Origin, Leatherwood's facility in North Charleston, South Carolina, freight collect. Title and risk of loss pass to Buyer when Leatherwood tenders the goods to the carrier.

Delivery dates are Leatherwood's best estimate based on conditions at acknowledgment. Leatherwood will notify Buyer promptly of an expected delay and will use commercially reasonable efforts to meet the schedule. Leatherwood is not liable for damages, penalties, or cover costs arising from late delivery.

Leatherwood may ship in installments and invoice each installment separately. Buyer may not refuse a partial shipment.

If Buyer delays or refuses shipment of finished goods, Leatherwood may invoice the goods as delivered and charge reasonable storage.

Buyer shall inspect the goods within 15 days of receipt. Goods not rejected in writing within that period, with a description of the nonconformance to the drawing or specification, are accepted. Buyer's use of the goods is acceptance.

Buyer shall obtain a return material authorization from Leatherwood before returning any goods. For a rejection Leatherwood confirms as valid, Leatherwood will, at its option, rework, replace, or issue a credit for the nonconforming goods and will pay reasonable return freight. For any other return, Buyer pays freight and a restocking charge.

Leatherwood warrants that, at delivery, the goods conform to the drawings and specifications identified in the acknowledged order and are free from defects in workmanship. The warranty period is 12 months from the date of delivery.

Buyer's exclusive remedy, and Leatherwood's sole obligation, for breach of this warranty is rework, replacement, or refund of the price paid for the nonconforming goods, at Leatherwood's option, after Buyer gives written notice within the warranty period and returns the goods under a return material authorization.

This warranty does not cover: the design, fitness, or performance of goods made to Buyer's drawings, specifications, or samples; Buyer-furnished material or components; goods altered, misused, improperly installed, or processed by Buyer or a third party after delivery; or normal wear.

THE WARRANTY IN THIS SECTION IS EXCLUSIVE AND REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LEATHERWOOD IS NOT LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUE, LOSS OF USE, DOWNTIME, COST OF SUBSTITUTE GOODS, LINE STOPPAGE, OR AIRCRAFT-ON-GROUND CLAIMS, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LEATHERWOOD'S TOTAL LIABILITY ARISING FROM ANY ORDER SHALL NOT EXCEED THE PRICE PAID BY BUYER FOR THE GOODS GIVING RISE TO THE CLAIM.

These limitations reflect the allocation of risk in Leatherwood's prices and apply to the fullest extent permitted by law.

Buyer warrants that it owns or has the right to furnish the drawings, specifications, models, and samples it provides, that they are complete and accurate, and that goods made to them will not infringe any third-party right. Leatherwood manufactures to the print as furnished and does not review Buyer's design for fitness.

Buyer is responsible for the quality, quantity, and timely delivery of Buyer-furnished material and components, including a reasonable allowance for setup and scrap. Leatherwood will exercise reasonable care with Buyer-furnished material in its possession. Leatherwood's liability for loss of or damage to Buyer-furnished material is limited to the material's documented replacement cost and does not extend to consequential loss.

Tooling, fixtures, programs, and gauges designed or built by Leatherwood remain Leatherwood's property unless the quotation identifies a tooling charge that transfers ownership to Buyer. Buyer-owned tooling held by Leatherwood is identified, marked, used only for Buyer's orders, and insured by Leatherwood against loss up to its replacement cost. Leatherwood will release Buyer-owned tooling on Buyer's written request once all amounts owed are paid. Leatherwood may dispose of tooling inactive for 24 months after giving Buyer 60 days' written notice at Buyer's last known address.

Tooling and other property governed by a customer property agreement, a tooling master agreement, or Government property clauses is held under that agreement or those clauses, which control over this Section.

Buyer retains all rights in its drawings, specifications, and designs. Leatherwood retains all rights in its manufacturing processes, methods, machine programs, fixture and tooling designs, quality procedures, and know-how, including improvements to them made while performing an order that do not disclose Buyer's confidential information.

Neither party grants the other any license under its intellectual property except the limited right to use the other party's information to perform the order.

Buyer shall defend and indemnify Leatherwood against any claim that goods made to Buyer's drawings, specifications, or instructions infringe a patent, copyright, trade secret, or other right of a third party.

If the parties have accepted or signed the Leatherwood Mutual Nondisclosure Agreement, it governs the exchange of confidential information. Otherwise, each party shall protect the non-public technical and business information the other party discloses for an order with at least reasonable care, use it only to perform the order, and disclose it only to employees and subcontractors who need it and are bound by written confidentiality obligations. These obligations continue for 5 years after the last disclosure, and for trade secrets as long as they remain trade secrets.

Both parties shall comply with the International Traffic in Arms Regulations (22 C.F.R. Parts 120 through 130), the Export Administration Regulations (15 C.F.R. Parts 730 through 774), and the sanctions programs administered by the Office of Foreign Assets Control.

Before disclosing any technical data to Leatherwood, Buyer shall identify in writing whether the data is controlled under the ITAR (with the United States Munitions List category) or the EAR (with the Export Control Classification Number), and whether it carries a Controlled Unclassified Information marking. Buyer shall transmit controlled technical data only through the controlled channel Leatherwood designates after registration, never through the Leatherwood website or unprotected email.

Buyer represents that neither it nor any end user is a denied, debarred, or restricted party, and that the goods are not intended for a prohibited end use or destination. Buyer is responsible for any export or re-export license required for the goods after delivery.

Leatherwood is registered with the U.S. Department of State, Directorate of Defense Trade Controls, and limits access to controlled technical data to personnel authorized under its export compliance procedures. If Buyer misidentifies the control status of its data, Leatherwood may suspend performance until the status is resolved, and Buyer bears the resulting delay and cost.

If Buyer's order supports a U.S. Government prime contract or subcontract, Buyer shall identify in its request for quotation the prime contract number, the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement clauses Buyer requires Leatherwood to accept, any Defense Priorities and Allocations System rating, and any customer quality requirements.

Leatherwood accepts flowdown clauses only by identifying them in its quotation or order acknowledgment. Clauses incorporated by reference in Buyer's purchase order, portal terms, or supplier manual without Leatherwood's written acceptance do not apply. Any clause that does apply is read with Buyer as the contracting party and Leatherwood as the subcontractor.

Clauses that require certified cost or pricing data or compliance with the Cost Accounting Standards do not apply to a fixed-price order unless Leatherwood accepts them in writing. This sentence does not limit any right of access to quality, inspection, or regulatory records that an accepted flowdown clause or Leatherwood's quality system provides.

When the Buyer is the United States Government, the terms of the Government contract govern Leatherwood's performance, including any clause the law reads into that contract, and these Terms apply only to the extent they do not conflict with it. A Government buyer's registration through the Leatherwood procurement portal is an acknowledgment of receipt of these Terms, not an acceptance of them on behalf of the Government, and nothing in these Terms binds the Government.

Leatherwood operates a quality management system certified to AS9100 Rev D and ISO 9001:2015. A certificate of conformance accompanies each shipment. Material certifications, special-process certifications, and first article inspection reports per AS9102 are provided when the acknowledged order requires them and are priced in the quotation.

Buyer, and Buyer's customer or regulatory authority where the acknowledged order requires it, may perform source inspection at Leatherwood's facility at reasonable times on reasonable notice. Source inspection does not relieve Buyer of the inspection and acceptance obligations in these Terms.

Leatherwood controls outside processes such as heat treatment, plating, coating, and nondestructive testing through its approved suppliers. If Buyer directs a specific source, Buyer is responsible for that source's quality, price, and schedule.

Leatherwood will notify Buyer of a nonconformance discovered before shipment that Leatherwood cannot correct to the drawing, and will not ship nonconforming goods without Buyer's written disposition.

Buyer may cancel an acknowledged order only with Leatherwood's written consent. On cancellation Buyer pays:

• the full price of finished goods;
• work in process at the order price prorated to the percentage of completion, plus 15 percent;
• the cost of raw material and purchased components acquired or committed for the order that Leatherwood cannot return or use, plus any restocking or cancellation charges Leatherwood incurs;
• all non-recurring engineering and tooling charges stated in the quotation.

Leatherwood may terminate an order, in whole or in part, by written notice if Buyer fails to pay when due and does not cure within 15 days of notice; becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed; or if performance would violate an export control law or sanctions program.

Leatherwood is not liable for a delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic, war, terrorism, civil disturbance, labor dispute, government action, embargo, transportation failure, utility or internet outage, cyber attack, or the inability to obtain material, energy, or components on reasonable terms, including failures of Leatherwood's suppliers arising from such events. The schedule extends for the duration of the event. Leatherwood will notify Buyer and use reasonable efforts to resume performance.

Each party shall defend and indemnify the other against third-party claims for bodily injury or damage to tangible property to the extent caused by the indemnifying party's negligence or willful misconduct.

Leatherwood maintains insurance appropriate to its business and will provide certificates of insurance on request. Coverage for Buyer-owned property in Leatherwood's care is as stated in the Section on Buyer-Furnished Drawings, Material, and Tooling, and in the certificates provided.

Leatherwood is an independent contractor. Leatherwood may subcontract processes and remains responsible for the goods it delivers.

Buyer may not assign an order without Leatherwood's written consent. Leatherwood may assign an order to a successor to its business.

Notices are in writing and delivered by hand, courier, certified mail, or email with confirmation of receipt, to the addresses in the quotation or order.

A party's failure to enforce a provision is not a waiver of it. If a provision is held unenforceable, the rest of these Terms remain in effect and the provision is enforced to the maximum extent permitted.

These Terms, the quotation, Leatherwood's order acknowledgment, any flowdown clauses Leatherwood has accepted in writing, and the Mutual Nondisclosure Agreement are the entire agreement for the goods. Amendments are effective only in a writing signed by both parties. The sections titled Warranty, Limitation of Liability, Buyer-Furnished Drawings, Material, and Tooling, Intellectual Property, Confidentiality, Export Control, and Government Contracts and Flowdown Clauses survive delivery, payment, and termination.

These Terms and every order are governed by the laws of the State of South Carolina, including the Uniform Commercial Code as enacted there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing suit, the parties will attempt for 30 days to resolve a dispute through discussion between executives with authority to settle it.

The state and federal courts sitting in Charleston County, South Carolina have exclusive jurisdiction over any dispute arising from these Terms or an order, and each party consents to that jurisdiction and venue.