1. GENERAL—All quotation is provided in accordance with these terms of sale. All orders by buyers are subject to acceptance by Almag Heat Treat Inc. (seller). Acceptance of an order is limited to these terms of sale, and in the terms and conditions contained in the quotation, and any additional or different terms and conditions contained in buyers order or response hereto shall be deemed objected to by seller and shall be of no effect, nor in any circumstances binding upon seller, unless expressly agreed otherwise in writing by seller.
2. QUOTATIONS—unless previously withdrawn, sellers’ quotations are open for acceptance within the. Stated therein or when no period is stated, within 30 days from the date of seller’s quotations
3. SERVICES AND GOODS—all descriptions and illustrations contained in sellers of brochures, website, price list, advertisements, and that all specification, drawings, and particular of thermal processes and weights and dimensions contained therein. Submitted with any quotation to buyer or otherwise communicated to buyer are intended merely to present a general idea of services and goods described there in, and nothing contained in any of them shall form any part of the contract, unless otherwise stated in seller’s quotation. Services include but are not limited to, thermal processing material and component testing and material transportation. Goods include but are not limited to manufactured sub-assemblies and products.
4. PRICES—
5. VARIATION. DELAY AND CANCELLATION—if the seller is prevented from proceeding with the order by reason of delay, or suspension by the buyer, any costs reasonably incurred by seller. As a result of such an event, it should be reimbursable to the seller. Any request by the buyer for deferral of delivery shall also result in additional costs which will be charged to the buyer. Upon buyer’s request, seller will complete the service, invoice buyer and hold service material for the buyer and buyer’s risk and expense. If the buyer wishes to cancel the order at any time, buyer shall notify seller firmly in writing. The seller will make all partly finished service materials safe and terminate all incomplete orders. The cost of all work up to the time of cancellation, together with all costs incurred by the seller, plus a reasonable profit, will be charged to the buyer. Under such circumstances, finished or partly finished, serviced material will become buyers’ property with the agreed term of payment.
6. PAYMENT—terms of payment shall be specified in the quotation. Unless otherwise agreed payment shall be made within 30 days of the date of the invoice. No discounts shall be provided for payments earlier than 30 days. Late payments shall accrue interest at the rate of 1% per month, or the highest interest rate allowable by, whichever is lower. Buyer shall pay all of seller’s costs and expenses (including reasonable collection agency and attorney fees) to enforce and preserve seller’s right to collect all amounts payable by buyer to seller. In the event the buyer becomes delinquent in the payment of any sum due to the seller, seller shall have the right to suspend performance under any order until such delinquency is corrected. Partial shipments made under any order shall be treated as a separate transaction and payment thereof shall be made accordingly. In the event of any default by buyer, seller may decline to make further shipment.
7. DELIVERY—seller shall not be liable for any loss, liability, damages (whether direct or indirect) or other obligation because of any delay or failure to deliver all or any part of any order for any reason, including, without limitation, seller’s active or passive negligence, or any cause beyond seller’s control. The seller shall be entitled to deliver the service material in one or more consignments, unless otherwise expressly agreed upon. Delivery shall be deemed to take place when the seller or its agent shall have delivered the service material to the point of delivery defined in the order. Unless otherwise specified in seller’s quotation. Buyer shall be responsible and assumes all risk for goods at the point of delivery. Risk of loss or damage to the serviced material shall be passed to the buyer at the time the serviced material reaches the delivery point, which shall be the shipping dock of seller’s facility. Unless a different delivery point is specified and agreed to by the seller in writing. The seller shall not be liable for any loss of any kind to the buyer arising from any damage to the serviced material occurring after the risk is passed on to the buyer.
8. INSPECTION OF SERVICED MATERIALS—buyer shall inspect the service material immediately Upon receipt and give within five days’ notice to seller in detail of any grounds on which buyer alleges that the serviced material is damaged, defective or not in accordance with the contract. If buyer fails to give such notice the serviced material shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect, which would be apparent on reasonable examination of the serviced material and buyer shall be deemed to have irrevocably accepted the service material. Accordingly. Notwithstanding the foregoing, any use of the service material for any purpose after delivery thereof, including further processing, assembling or any other work shall constitute irrevocable acceptance of the serviced material by buyer.
9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS—seller retains for itself. All its intellectual property rights in any supporting documentation supplied, including but not limited to, all designs, engineering details, thermal processes, furnace and manufacturing fixtures, and other data or information pertaining to any service, except where such rights are assigned under written agreement by corporate officer of seller.
10. LIMITED WARRANTY—limitation of liability and remedies for all work performed, subject to the following terms: seller retained for itself. All its intellectual property rights in any supporting documentation supplied hereunder, including, but not limited to, all designs, engineering details, thermal processes, furnace and manufacturing fixtures, and other data or information pertaining to any service, except where such rights are assigned under written agreement by a corporate officer of seller. No title to or ownership of any service or manufacturing procedure or any parts thereof is transferred to buyer by any delivery of such information to buyer hereunder.

      Terms of Sale -2-

The buyer, by contracting metal treatment agrees to accept the limits of liability as expressed in the statement, to the exclusion of all other provisions as to liability that may be set forth in the buyer’s own invoices, purchase orders, or other documents. If the buyer proposes a different or additional liability provision, the same must be agreed to in writing and signed by an officer of the seller before work is started or services are provided. In such an event, the buyer understands that a different charge for services must be agreed on, reflecting the higher risk to the seller, and that no work will be started until both the seller and the buyer have signed an agreement setting forth the new charges and terms of liability. Otherwise, the terms are set forth here in our binding agreement on the buyer. It is agreed by the buyer and the seller that the inability to discover a defect within a reasonable period after the receipt of a shipment of heat-treated material, not to exceed five business days, will not avoid the limitation of liability contained in this agreement. It is the buyer’s obligation to notify the seller if he does not agree to the limitation of liability contained herein and a failure on the part of the buyer to do so in writing before work starts will be deemed acceptance of this limitation of liability. The seller makes no express or implied warranties and specifically disclaims any implied warranty of fitness for particular purpose, or merchantability, as to the performance or capabilities of the material that he treated or the heat treatment. The limitation of liability stated above is specifically in lieu of any express or implied warranty, including any implied warranty or merchantability or fitness and any other such obligation on the part of the seller. The seller liability to the buyer shall cease once, and if order processing, assembling, or any other work has been undertaken by the buyer or any third party.

No claims will be allowed for shrinkage, expansion, deformity, or rapture of material in treating or straightening, except by prior written agreement. The seller is given material. We detail instructions as to treatment; the seller’s responsibility should end with the execution and completion of those instruction. Failure by the buyer to indicate plainly and correctly. The kind of material to be treated shall cause an exit charge to be made to cover any additional expenses incurred as a result thereof but shall not change the limitation of liability stated above. When the buyer provides specifications for the heat-treating service to be provided, makes changes in the kind of materials to be treated, or changes the process to be used, the buyer specifically understands and agrees that this limitation of liability shall remain in effect. But the additional charges for services will be due to cover the additional expenses incurred because of changes made by the buyer. The buyer agrees there will be no liability on the seller in contract for any special, indirect or consequential damages arising from any reason whatsoever, including but not limited to personal injury, property damage, loss of profits, loss of production, recall or any other losses, expenses or liabilities allegedly occasioned by the work performed on the part of the seller.

No agent or representative is authorized to alter the conditions, except in writing duly signed by an officer of the seller. The seller service and work are expressly limited to the terms and conditions contained herein.

11. DELAYS—seller shall not be liable for delays or failure to perform due directly or indirectly to causes beyond seller’s reasonable control, and acts of any governmental authority, electrical outages, strikes or other labor disputes, fires, and natural calamities.
12. ARBITRATION, if at any time, any dispute difference or questions shall arise out of the contract, or as to the rights or liabilities of the parties there under or in connection therewith, or as to the construction or interpretation thereof. Either party shall be entitled to give notice in writing to the other requiring such dispute difference or question to be referred to arbitration under the rules of the American arbitration Association in Los Angeles, California
13. Law—all quotation and orders are subject to the laws of the Commonwealth of California and United States of America. Unless otherwise agreed to write by seller. If any provision of these terms of cell is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.