PML Terms and Conditions

PRECISION MEASUREMENT LABORATORIES

TERMS AND CONDITIONS OF SALE

For the mutual protection of our customers and ourselves, all quotations and casting sales made by PML, INC.

(Hereinafter referred to as Seller), are subject to the following terms and conditions:

1. QUOTATIONS AND PRICES

(a) Unless indicated to the contrary, quotations must be

accepted and patterns furnished within forty five(45) days from the date of the quotation. All quotations are subject to changes in metal prices from the date of quotation to the date of delivery.

(b) Acceptance of delivery of castings or of quotations by Buyer placing an order shall constitute an agreement to the quotation as written including these terms and conditions of sale. Any orders with terms and conditions which differ in any respect from those contained herein will not be considered as binding upon Seller unless such changes are specifically agreed to in writing by Seller. Seller's issuance of an acknowledgment shall not constitute an acceptance of Buyer's changes to these terms and conditions.

(c) Buyer’s claims for an error in weight or quantity of castings received must be made in writing within fourteen (14) days of receipt of castings.

2. CASTINGS

Unless indicated to the contrary, all castings are sold as unmachined castings, with heads, gates, fins and similar extraneous metal removed to approximately the contour of the castings.

3. TERMS OF PAYMENT

(a) One-half of tooling cost is due upon placing of a purchase order by Buyer. The remaining one-half shall be due upon Buyer's approval of a first article sample casting or delivery of the first shipment of subject castings, which ever occurs first.

(b) Payment of castings cost shall be made within thirty (30) days from the date of invoice, subject to Seller's approval of Buyer's credit.

(d) Prices quoted do not include any sales, use, excise or other direct tax on goods sold.

4. EQUIPMENT

(a) Seller shall have no liability for loss or damage to Buyer's patterns and similar equipment on account of fire or other casualty whether or not caused by the Negligence of Seller or its employers. Seller carries no insurance on such property for Buyer's account.

(b) All patterns and similar equipment in storage by Seller are subject to return to Buyer in the event of non-use during and two (2) year period. If at that time the Buyer cannot be located, refused to furnish disposition instructions for said patterns and similar equipment then the same may be destroyed by Seller with no liability.

(c) All Patterns and similar equipment furnished by Buyer shall be in proper condition to produce the quality and quantity of castings agreed upon. Buyer shall bear the cost of any necessary repairs and alterations of patterns and similar equipment.

5. CANCELLATIONS

(a) Orders will be subject to written cancellation by Buyer, however Buyer shall be liable for the cost of work in process plus and administrative charge of ten percent (10%) or Two Hundred and Fifty Dollars

($250.00) which ever is greater.

(b) In case of change to patterns or other similar equipment after work is in process, Buyer will be charged for any castings made as well as the cost of cores, molds or equipment discarded because of such change.

6. DELIVERY

(a) Deliveries are subject to a quantity variance of plus or minus ten percent (10%) of the quantity ordered, the same to be paid for at the contract price per unit.

(b) Seller shall use its best efforts to make the delivery of castings within the time specified in the order but shall not be liable for delays in shipment or delivery.

(c) Seller shall not be liable for any failure or inability to perform its obligations under the contract during any period of fires, strikes, differences with employees, accidents or other causes beyond its control.

7. BUYERS RETURNS AND WARRANTY

Seller is responsible only to the extent of replacing or correcting F.O.B. Seller's plant, castings rejected due to defects of material or workman- ship as are reported to Seller within ninety (90) days after shipment. Seller shall not be responsible for machine work, labor charges, any other manufacturing, or repair costs incurred on casting rejected as defective. Seller shall not be responsible for the suitability of goods sold for the purposes for which they are designed or intended by the Buyer, and in no event shall Seller be held liable for consequential or special damages.

8. PATENTS

(a) Seller is not responsible in any matter whatsoever for any infringement or alleged infringement of any patent covering the castings and/or patterns involved on any order, and which castings may ultimately be used in the manufacture or sale of Buyer's products or for use in Buyer's place of business or factory.

(b) The Buyer explicitly covenants and agrees to assume full responsibility for any and all lawsuits which may be brought against Seller or its agents on account of such infringement or alleged infringement and to defend Seller and hold Seller harmless at Buyer's sole expense from all such claims or suits.

9. DISPUTES

This contract shall be interpreted under the laws of the State of California, and the proper venue to resolve any dispute shall be in Los Angeles County. In any action to enforce the terms of this agreement, the prevailing party shall be entitled to recover their actual attorney's fees reasonably incurred together with all costs of suit.

PRECISION MEASUREMENT LABORATORIES

GENERAL TERMS AND CONDITIONS OF SALE

ABSTRACT:

The terms and conditions here in shall apply to any order from Buyer for services and/or products furnished by the PML, INC. (Seller). No changes to these terms and conditions shall be binding unless specifically agreed to in writing by both parties. Buyer's order is accepted by Seller only on condition that Buyer's order is accepted by Seller only on condition that Buyer's reprinted terms and conditions are superseded by this document and any specific terms and conditions as noted in Seller's quotation together with any/and all attachments and exhibits. All orders or contracts are subject to approval by Seller prior to acceptance. Seller's failure to object to any of Buyer's reprinted terms and conditions shall not be deemed a waiver by Seller of this essential condition of sale.

GENERAL CONDITIONS

1. GENERAL

Buyer agrees that this contract shall be governed by the laws of the State of California in effect at the date of acceptance. Purchase order acceptance by the seller constitutes the complete and exclusive agreement between Buyer and Seller. Purchase order acceptance supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any provision of the Buyer's purchase order shall not affect the validity of other provisions of the order. Conflicting provisions hereof, if any, shall prevail in the following descending order.

(a) Typed provisions on the face of Seller's quotation.

(b) These General Terms and Conditions of Sale,

(d) Sellers Statement of Work,

(e) Resolution of contract shall be via arbitration in accordance to the Uniform Commercial Code, California edition.

2. TERMS OF PAYMENT

All invoices are due and payable upon receipt of Buyer. Invoices are considered past due thirty (30) days from invoice date. Seller does not offer any discounts for prompt payment.

(a) Seller reserves the option to prorate the charges for services, and may submit in- voices covering partial performance of such services.

(b) Each shipment is considered as a separate and independent transaction, and payment is due accordingly. If shipments are delayed, payments are subject to negotiation.

(c) Seller reserves the right to require full or partial payment in advance if, in its opinion, the financial conditions of Buyer at any time does not justify continuance of performance or shipment of any order prior to such payment.

(d) If Buyer defaults in any payment when due, Seller reserves the right to any and all remedies Seller may have herein or at law.

3. TAXES

Unless Seller's quotation expressly provides otherwise, the amount of any present or future federal, state, local sales, or other tax shall be added to the purchase price. All taxes shall be identified separately on the invoice by Seller. Buyer tax exemption certificates will be forwarded by Seller to the taxing authorities. Buyer shall indemnify and defend Seller against all liability for taxes and penalties accessed by any government entity upon Buyer's representations that taxes are non-applicable.

4. ASSIGNMENT

Buyer, with cognizance of Section 2210(3) of the California Uniform Commercial Code, agrees that he will not assign his rights or delegate his duties under this contract without prior written consent of Seller. No purported assignment by Buyer shall be binding on Seller without such written consent.

5. BUYER'S INSOLVENCY

In the event of the bankruptcy or insolvency of Buyer or any proceeding that is brought by or against Buyer, Seller may terminate this order. (See Section 13 Herein Termination)

6. ACCEPTANCE AND REJECTION

Acceptance of the items ordered by Buyer is predicated by acceptance procedures agreed to by both parties in writing. Any rejection by Buyer must be made within fourteen (14) calendar days after Buyer's receipt of said item(s).

7. F.O.B., PACKING, AND SHIPPING

All sales are F.O.B. origin (Seller's facility). Transportation charges are the Buyer's responsibility. All shipments are sent collect. Seller's liability ceases upon delivery of products to carrier at Seller's plant in good condition. All claims for damages in transit must be filed with the carrier by the Buyer. Seller will select the method of shipment unless Buyer specifies in writing at least ten (10) days in advance of the scheduled delivery date. Seller will package all shipments in accordance with standard commercial practice for domestic shipment.

8. RISK OF LOSS TO PROPERTY

(a) The Seller shall not be liable for any loss or damage to property that is furnished by Buyer to Seller for Seller's performance of fabrication, inspection, analysis, evaluation, testing, and/or repair services ordered while such property is in Seller's possession. Seller shall be responsible for any such loss or damage (including incidental expenses) which results from Seller's gross negligence, willful misconduct, or lack of good faith.

(b) Unless otherwise stipulated in Buyer's order, Seller will deliver Buyer-furnished property to Buyer's carrier within ten (10) days after completion of the services or delivery of the product.

9. FAIR LABOR STANDARDS ACT

Seller certifies that the products and services furnished under this contract are produced in compliance with applicable requirements of the current Fair Labor Standards Act and regulations and orders of the United States Department of Labor.

10. WARRANTY - GENERAL

(a) Seller warrants that the effort is provided under Buyer's order will be performed in accordance with high professional standards.

(b) THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE UNDER THE UNIFORM COMMERCIAL CODE. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL, COLLATERAL, OR CONSEQUENTIAL DAMAGES (except as noted above - see Para 8.a)

WARRANTY - SERVICE

(a) The provisions of this Article are applicable only to services, software, and/or data to be furnished here contract.

(b) Seller warrants that services that are to be provided under Buyer’s order will be performed in accordance with high professional standards. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR PURPOSE UNDER THE UNIFORM COMMERCIAL CODE. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL COLLATERAL, OR CONSEQUENTIAL DAMAGES.

(c) Seller's obligation for the use of Buyer-furnished property shall be limited strictly to generating test data and/or reports in the manner provided in Buyer's order. Seller assumes no obligation or responsibility for Buyer's property either conforming to or meeting the specification requirements for such property. If the Buyer-furnished property breaks or sustains damage in preparation for or during Seller's performance of this order, Seller shall promptly notify Buyer. If Buyer does not complete repair or re- placement of the broken or damaged property within twenty-four (24) hours of notification, Seller shall be entitle to an equitable adjustment in the price, performance schedule, or other affected provision of this order. If necessary Seller may terminate performance of order in accordance with the provisions of Article 13, "Termination".

WARRANTY - HARDWARE

(a) The provisions of this Article are applicable only to hardware items furnished hereunder.

WARRANTY - HARDWARE CON'T.

(b) Seller warrants that the products delivered hereunder shall be free from defects in material and workmanship at the time of their delivery F.O.B. Seller's plant. No other warranties are to be implied with respect thereto, and THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR PURPOSE UNDER THE UNIFORM COMMERCIAL CODE, AND IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL COLLATERAL, OR CONSEQUENTIAL DAMAGES.

(c) Any claim for adjustment under this warranty shall be asserted by Buyer within ninety (90) days from the date of delivery, F.O.B. Seller's plant. No item shall be returned to Seller for adjustment unless previously authorized by Seller in writing. No adjustment will be allowed for items which have been damaged through accident or otherwise or which have been subject to abuse, improper installation or application, misuse or negligence in use, storage, transportation or handling. Items on which unauthorized repairs have been made or on which the original identification markings have been removed, defaced, or altered are exempt from all warranty. Seller may either repair or replace the item(s), or make an equitable adjustment on the purchase price because of such defect. The final determination of warranty adjustment allowability and the extent thereof shall rest with the Seller.

(d) Any items determined by Seller not to be defective within the Terms of this warranty will be returned to buyer, transportation collect. Replacements whether new repaired, for products found to be defective by Seller within the terms of this warranty will be shipped F.O.B. city of destination within the confines of the contiguous forty-eight (48) states with transportation charges prepaid by Seller.

(e) In the event the item fails to comply with this warranty due to defects components or units procured by Seller from its supplier, Seller shall pass on to Buyer the same warranty, if any, provided by such supplier in lieu of the foregoing warranty, and Seller shall have no other responsibility with respect thereto.

11. INDEMNIFICATION

Buyer agrees to hold harmless the Seller, its officers, employees, agents, and invitees from and against all claims, judgments, liabilities, losses, injuries, and damages of every nature (including all costs and expenses incidental) caused by the acts or omissions to act of the Buyer, its officers, employees, agents, invitees, or vendors directly or indirectly arising out of the performance of Buyer's purchase order here- under.

12. PATENT INDEMNITY

In lieu of any other warranty by Buyer or Seller against patent infringement, statutory or otherwise, it is agreed that Seller shall defend at its expense any suit against Buyer or its customers based on an allegation that the products fabricated to Seller's design under this purchase order infringe any United States Letters Patent or Copyright. Seller shall pay costs and damages finally awarded in any such suit, provided that Seller is notified in writing of the suit and given authority, information and assistance by Buyer at Seller's expense for the defense or settlement of same. If the use of said products is enjoined in such suit, Seller shall, at this option and expense, either procure for Buyer or its customers the right to use said products or substitute an equivalent product acceptable to Buyer. In addition, the Seller shall extend this patent indemnity thereto; or modify same to render them noninfringing, or remove same and refund the purchase price. Seller shall not be bound by any settlement of any charge of infringement made without Seller’s written consent. Buyer agrees to defend at its expense and to pay all costs and damages resulting from a holding in a suit against Seller that the products or any part thereof furnished hereunder and fabricated to designs furnished by Buyer infringe any United States Letters Patent, provided Buyer is notified in writing and given authority, information, and assistance by Seller.

13. EXCUSABLE DELAY

(a) Seller shall not be liable for delay in delivery or in the performance of services, or for failure to manufacture due to causes beyond its control.

(b) Seller will provide delivery no earlier than 10 days prior to required delivery dates per agreement unless otherwise notified.

(c) If a failure of Seller's test equipment or facilities should occur, Seller will undertake the repair in the most expeditious manner practical. Seller shall not be liable for any delays caused by failure of Seller's test equipment or facilities.

14. TERMINATION

Should this order be terminated by the Buyer in whole or in part, Buyer shall pay to Seller the purchase order price for all work completed and for which prices are separately stated in such order. All costs for uncompleted work incurred by Seller shall be charged to the Buyer at reason- able charges, including a commercial rate of profit. Any amount(s) previously paid on this account by the Buyer will be deducted from termination costs.

RAPID PROTOTYPING PROVISIONS

.STL FILE REQUIREMENTS

1. CAD file must be in .stl style.

2. Data is preferred on 1/4" cartridge tape in tar format, 3.5" or 5.25 floppy disk, or e-mailed.

3. At least one side of the object must be parallel to one side of the X, Y, Z axis

MODELING TECHNIQUE LIMITATIONS AND EXCEPTIONS

1. LOM model tolerances: +/- .010" up to 6" inches and then an additional .001" per inch thereafter.

2. Casting tolerances are +/- 0.030" up to 6" inches and then an additional 0.003" per inch thereafter.

3. All machined surfaces should allow an additional 0.100" minimum for machining.