termsconditions

Custom Industrial Manufacturing, INC.

(Terms and Conditions)

GENERAL The following shall constitute the entire Terms and Conditions by the Seller for the purchase and sale of Custom Industrial Manufacturing, Inc. products. Any terms and conditions contained in the Purchaser’s purchase order that are different from, in addition to, or vary from these terms and conditions shall not be binding, and are hereby excluded. Seller reserves the right to make changes to these Terms and Conditions at any time.

ORDER ACCEPTANCE Orders are subject to acceptance by Custom Industrial Manufacturing, Inc. hereinafter referred to as “the Seller” at its San Francisco, California office.

WARRANTY The Seller warrants its products against defects in materials and workmanship for 90 days from date of shipment. The Seller’s warranty will be limited to (at Seller’s option) refund of the Seller’s selling price, or repair or replacement of the product or part proven to be materially defective when used for the purpose for which it was intended. The Seller shall be liable for no other warranties, oral, written, express or implied. The Seller’s warranty obligations and remedies hereunder are solely and exclusively as stated herein. In no event shall the Seller be liable either to customers for incidental or consequential damages or for personal injury or property damages resulting from the use of the products sold. The undertaking of repairs or replacement by Purchaser or its agents without the Seller’s written consent shall relieve the Seller of all responsibility herewith.

FORCE MAJEURE The Seller shall endeavor to ship products specified in any acceptance order, but the Seller shall not be considered in default of its obligations hereunder if such performance is presented or delayed because of unavailability of materials, equipment, labor or technical personnel, war, labor strikes, riots, hostilities, fires, accidents, shutdowns of its manufacturing plants or plants supplying it, embargoes or inability to secure transportation; or because of any law, order, proclamation, regulation or ordinance, of any government; or because of acts of God or for any other cause beyond the reasonable control of the Seller.

DELIVERY Unless otherwise specified in writing, delivery will be FOB, San Francisco.

PRICES Prices are subject to change without notice.

LIMITATION OF LIABILITY No claims made by the Purchaser whether as to goods delivered or for non-delivery of goods shall be greater than the purchase price of the goods. Under no circumstances shall the Seller be liable for consequential damages.

TAXES All applicable federal, state or local sales, use or excise taxes are the responsibility of the Purchaser, and are in addition to prices printed or stated. The Seller shall have the right to invoice separately any such tax as may be imposed at a later date. Applicable tax exemption certificates must accompany any order to which same applies.

RETURN OF GOODS The Seller will not accept return of any customized product, unless the customized goods are proven to be defective.

CANCELLATION A purchase order for customized goods or any part thereof which is accepted by the Seller may not under any circumstance be canceled.

TERMS OF PAYMENT Unless otherwise specified in the Seller’s quotation to the buyer, the terms are 50% down with the purchase order, and balance due COD. Credit terms are available only after an approved credit evaluation is performed and a credit agreement is signed. A service charge of 1 1/2% per month will be charged on all accounts that exceed the payment term as specified by the credit agreement. The Seller reserves the right to alter the payment terms. In the event that overdue invoices result in submittal to third party collection, the Purchaser will be responsible for all costs incurred by the Seller for the collection.

PARTIAL INVALIDITY If any provision of this Terms and Conditions is or becomes unenforceable or invalid at any time under law, rule or regulation, no other provisions of this Terms and Conditions shall be affected thereby and the remaining provisions of this Terms and Conditions shall continue in force as if such unenforceable or invalid provision did exist.

GOVERNING LAW This Terms and Conditions shall be governed in all respects by the laws of California.

ARBITRATION All disputes between the Purchaser and Seller in which any way relates to these Terms and Conditions shall be settled through negotiation. In the event where no settlement can be reached through negotiation, the dispute shall be submitted for Arbitration. The Arbitration shall take place in San Francisco, California, USA. The decision of the Arbitration shall be accepted as final and binding upon both parties. Arbitration expenses shall be borne by the losing party. Arbitration shall be conducted by the American Arbitration Association pursuant to its rules and procedures unless otherwise agreed upon by the parties.