ELECTRO ARC (AMES) CUSTOMER ON-LINE TERMS and CONDITIONS

PLEASE READ CAREFULLY: UNLESS YOU AS THE CUSTOMER HAVE ANOTHER

VALID AGREEMENT APPLICABLE TO THIS PURCHASE, OR UNLESS THE ELECTRO

ARC (AMES) ELECTRONIC STORE SPECIFIES DIFFERING OR ADDITIONAL TERMS

FOR A SPECIFIC PRODUCT OR SUPPORT, THE FOLLOWING ELECTRO ARC (AMES)

CUSTOMER TERMS AND ANY ELECTRO ARC (AMES) SITE SPECIFIED TERMS WILL

GOVERN PURCHASES MADE HEREUNDER.

BY USING THE ELECTRO ARC (AMES) WEBSITE OR BY CHOOSING THE “I ACCEPT”

OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THESE TERMS MAY

BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING

THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER

LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL

AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE

TERMS.

Parties. These terms represent the agreement (“Agreement”) that governs the purchase of

products and services from the Electro Arc Manufacturing by the Customer.

1. Orders. “Order” means the accepted order including any supporting material which

the parties identify as incorporated either by attachment or reference (“Supporting

Material”). Supporting Material may include (as examples) product lists, product

specifications, standard or negotiated service descriptions, data sheets, manuals and their

supplements, and statements of work (SOWs), published warranties and service level

agreements, and may be available to Customer in hard copy.

2. Order Arrangements. Customer may place orders with ELECTRO ARC (AMES)

through our website, or by letter, phone, fax or e-mail. Where appropriate, orders may

specify a delivery date.

3. Prices and Taxes. Prices will be as quoted in writing by ELECTRO ARC (AMES) or,

in the absence of a written quote, as set out on our website or published list price at the

time an order is submitted to Electro Arc. Prices are exclusive of taxes, duties, and fees

(including installation, training, shipping and handling) unless otherwise quoted.

4. Invoices and Payment. Customer agrees to pay all invoiced amounts within thirty (30)

days of Electro Arc’s invoice date. ELECTRO ARC (AMES) may suspend or cancel

performance of open Orders or services if Customer fails to make payments when due.

All website orders must be paid in advance via credit card. Customer out of the United

States, United Kingdom and Canada need to make advance payment arrangements.

5. Title. Risk of loss or damage and title for products will pass upon delivery to Customer

or its designee. Where permitted by law, Electro Arc retains a security interest in

products sold until full payment is received.

6. Delivery. Electro Arc will use all commercially reasonable efforts to deliver products in a

timely manner.

7. Eligibility. Electro Arc’s service, support and warranty commitments do not cover claims

resulting from:

1. improper use, site preparation or site or environmental conditions or other noncompliance with applicable Supporting Material;

2. Modifications or improper system maintenance or calibration not performed by

ELECTRO ARC (AMES) or authorized by ELECTRO ARC (AMES);

3. abuse, negligence, accident, fire or water damage, electrical disturbances,

transportation by Customer, or other causes beyond Electro Arc’s control.

8. Product Warranty Claims. When we receive a valid warranty claim for any ELECTRO

ARC (AMES) product, Electro Arc will either repair the relevant defect or replace the

product. If ELECTRO ARC (AMES) is unable to complete the repair or replace the

product within a reasonable time, Customer will be entitled to a full refund upon the

prompt return of the product to Electro Arc.

9. Remedies. This Agreement states all remedies for warranty claims. To the extent

permitted by law, ELECTRO ARC (AMES) disclaims all other warranties.

10. Intellectual Property Rights. No transfer of ownership of any intellectual property will

occur under this Agreement. Customer grants ELECTRO ARC (AMES) a non-exclusive,

worldwide, royalty-free right and license to any intellectual property that is necessary for

ELECTRO ARC (AMES) and its designees to perform the ordered services.

11. Intellectual Property Rights Infringement. ELECTRO ARC (AMES) will defend

and/or settle any claims against Customer that allege that an ELECTRO ARC (AMES)

-branded product or service as supplied under this Agreement infringes the intellectual

property rights of a third party. ELECTRO ARC (AMES) will rely on Customer’s

prompt notification of the claim and cooperation with our defense. ELECTRO ARC

(AMES) may modify the product or service so as to be non-infringing and materially

equivalent, or we may procure a license. If these options are not available, we will refund

to Customer the amount paid for the affected product in the first year or the depreciated

value thereafter or, the balance of any pre-paid amount. ELECTRO ARC (AMES) is not

responsible for claims resulting from any unauthorized use of the products or services.

12. Global Trade compliance. Products and services provided under these terms are for

Customer’s internal use and not for further commercialization. If Customer exports,

imports or otherwise transfers products and/or deliverables provided under these terms,

Customer will be responsible for complying with applicable laws and regulations and for

obtaining any required export or import authorizations. ELECTRO ARC (AMES) may

suspend its performance under this Agreement to the extent required by laws applicable

to either party.

13. Limitation of Liability. ELECTRO ARC (AMES)’s liability to Customer under this

Agreement is limited to the greater of $50,000 or the amount payable by Customer to

ELECTRO ARC (AMES) for the relevant Order. Neither Customer nor ELECTRO ARC

(AMES) will be liable for lost revenues or profits, downtime costs, loss or damage direct

or indirect, special or consequential costs or damages. This provision does not limit either

party’s liability for: unauthorized use of intellectual property, death or bodily injury

caused by their negligence; acts of fraud; wilful repudiation of the Agreement; nor any

liability which may not be excluded or limited by applicable law.

14. Force Majeure. Neither party will be liable for performance delays nor for nonperformance due to causes beyond its reasonable control, except for payment obligations.

15. Termination. Either party may terminate this Agreement on written notice if the other

fails to meet any material obligation and fails to remedy the breach within a reasonable

period after being notified in writing of the details. If either party becomes insolvent,

unable to pay debts when due, files for or is subject to bankruptcy or receivership

or asset assignment, the other party may terminate this Agreement and cancel any

unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond

termination or expiration of the Agreement will remain in effect until fulfilled and will

apply to both parties’ respective successors and permitted assigns.

16. General. This Agreement represents our entire understanding with respect to its

subject matter and supersedes any previous communication or agreements that may

exist. Modifications to the Agreement will be made only through a written amendment

signed by both parties. The Agreement will be governed by the laws of the country of

ELECTRO ARC (AMES) or the ELECTRO ARC (AMES) Affiliate accepting the Order

and the courts of that locale will have jurisdiction, however, ELECTRO ARC (AMES)

or its Affiliate may, bring suit for payment in the country where the Customer Affiliate

that placed the Order is located. Customer and ELECTRO ARC (AMES) agree that the

United Nations Convention on Contracts for the International Sale of Goods will not

apply. Claims arising or raised in the United States will be governed by the laws of the

state of Michigan, excluding rules as to choice and conflict of law.

Cancellation. All sales are final. No order cancellations.

Additional Services. Additional services performed by ELECTRO ARC (AMES)

at your request, and will be chargeable at the applicable service rates.

Replacement Parts. Parts provided may be whole unit replacements, or be new

or functionally equivalent to new in performance and reliability and warranted as

new. Replaced parts become the property of ELECTRO ARC (AMES), unless

ELECTRO ARC (AMES) agrees otherwise and you pay any applicable charges.

Return Policy

Returns are subject to a 15% restocking fee for all items, plus damages to any of the items.