1.  OFFER, ACCEPTANCE, AND TERMS: These Terms and Conditions “T&C(s)”), together with the submittal or issuance of an order (the “Order”), shall be deemed an offer by Buyer/ Purchaser here in after referred to as “Buyer” for the purchase of goods (the “Goods”) and/or services (“Services”) identified on the Order as previously specified on a Quote.  Buyer accepts these T&Cs by doing any of the following: (a) submitting or issuing an Order in writing; (b) providing a payment towards the goods or services provided in a Quote; or (c) any other conduct that recognizes the existence of a request for goods and/or services. Upon Seller’s acceptance, these T&Cs and Order, along with the documents referenced below, become the “Agreement”.

2. ORDER: Buyer’s order for the purchase of any goods and/or services shall be expressly limited to the written quote issued by Seller and the standard T&C’s set forth herein. Any additional or different terms proposed by Buyer are rejected unless specifically agreed to by Seller in writing.  

3. PRICES: Unless otherwise agreed in writing, prices shall be as stated in Sellers quote and acceptance of said quote is acknowledged via payment for said good/ services. The prices are as stated on the face of the quote and buyer therefore assumes and agrees to pay any and all federal, state and/or local taxes applicable for sale of the goods and/or services by Seller to Buyer.  Seller reserves the right to modify or amend pricing without notice  including errors and omissions.

4. DELIVERY:  The Seller will make every reasonable endeavour to deliver in accordance with delivery dates quoted, but does not undertake to deliver on a specific date or in the quantity specified by the Buyer unless prior arrangement and mutual agreement in writing. Such failure shall not entitle the Buyer to refuse acceptance of the goods or the Seller liable for any loss of any kind (which for the avoidance of doubt includes consequential loss or damage).  

5. FORCE MAJEURE:  If the Seller is prevented directly or indirectly from manufacturing or delivering the goods or any part thereof by reason of an act of God, war, terrorism, strike, lockout, trade dispute, fire, breakdown, interruption of transport or by any cause whatsoever outside its control, it shall be under no liability to the Buyer.

6. BILLING/ PAYMENTS: All prices are quoted on the understanding that payment for the goods and or services supplied is made prior to the quote expiration.  If extended payment terms are agreed upon, then it is on the understanding that it may be withdrawn at any time without notice.  If payment of an invoice or any part thereof is not made by the due date, the Seller shall be entitled to withhold further deliveries of goods without incurring any liability whatsoever to the Buyer, and or to require payment in advance of delivery of undelivered goods or future orders.  All products delivered but not paid for continue to vest title with the Seller until which time the goods and or services are completely paid for as provided in the quote and any additional fees outlined in these TC’s.  All late payments shall incur a minimum 2% per month interest charge. All credit and debit card payments will incur a 3.5% credit card processing fee. All returned checks and/or disputed charges are subject to a minimum processing fee of $50 plus all reasonable costs incurred.  The Buyer is responsible for ensuring that payment is received prior to the due date.

7. INSPECTION: Buyer shall have the right to inspect and test all goods and/or services, including materials, and workmanship upon delivery. 

8. WARRANTIES: Seller warrants: (i) that the goods and/or services conform in all respects with the description, standards, and specifications furnished or specified by Buyer and also with any catalogue, manual, specifications, or brochure of the Seller; (ii) the goods and/or services conform in all respects to any models, samples, drawings, or other description presented to Buyer by Seller in connection with such goods and/or services, or submitted by Buyer to Seller in connection with such goods and/or services; (iii) that the goods and/or services are merchantable, fit for the purposes for which such goods and/or services are intended, free from defects of workmanship and materials; (iv) that Seller has good title to such goods and/or services and (v) that Seller has and will in the future comply with all applicable federal, state and local laws, rules and regulations. 

9. CANCELLATION/ RETURNS: Due to the custom nature of the goods and services being provided by the Seller, the Seller cannot accept any returns.  Cancellations may be accepted at the Seller's discretion and only if all costs associated with work performed and materials purchased are paid in full satisfactory to Seller.  

10. PURCHASE ORDER: All Orders must have a price and quantity associated with each item that matches the quote price and quantity provided to Buyer.

11. INDEMNIFICATION: Buyer hereby agrees to defend, indemnify and hold Seller, its successors, assigns, agents, customers, and users of the goods and/or services harmless from and against loss, damage or liability including costs and expenses which may be incurred on account of any suit, claim, judgment, or demand involving infringement or alleged infringement of any patents, trademarks, copyrights, trade secrets, licenses or other rights of third parties by the manufacture, use, sale and/or disposition of any goods and/or services supplied hereunder. 

12. ASSIGNMENT: Neither the Order nor any rights or obligations created herein may be assigned by Buyer nor may Buyer subcontract the performance of its duties without Seller’s prior written consent. The T&C's of the order shall bind any permitted successors and assigns of Buyer. Any consent by Seller to the assignment shall not release Buyer from its liability or be deemed to waive Seller's right to recoupment and/or set off of claims arising out of the Order or any other transactions with Buyer, its divisions, affiliates or subsidiaries or to settle or adjust matters with Buyer without notice to permitted successors and assigns.

13. CHANGES: Seller may at any time, make changes in the specifications, designs, drawings, samples or other descriptions to which the goods and/or services are to conform, in methods of shipment and packaging, or place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under the Order, whether changed or not changed by any such order, an equitable adjustment shall be made in the price or delivery schedule, or both, and the order modified in writing accordingly. 

14. PROPRIETARY RIGHTS: Seller shall not reproduce, use or disclose any data, specifications, designs, drawings, pricing, or other information (including customer owned information) belonging to or supplied by or on behalf of Seller to Buyer. All manifestations of the foregoing shall be returned to Seller upon completion of Seller’s obligations and duties. Any information which Buyer discloses to Seller regarding or which is incorporated into the design, manufacture, sale, or use of the goods and/or services shall be deemed disclosed as part of consideration paid for the goods and/or services and Seller shall be entitled to reproduce, use, and disclose the same under an irrevocable royalty-free license.  Any exclusivity for the sale of any goods or services will be provided for in the goods and services quote.  Exclusivity for the sale of the parts is effective so long as the Buyer is in business and is willing to sell the parts on the open market.  The buyer will relinquish their rights to be the exclusive distributor/ purchaser of the part if the Buyer decides not to continue to sell or refuses to sell the parts under exclusivity.

15. SELLER’S PROPERTY: All property used by Seller in connection with any Buyer Purchase Order(s) which is owned, furnished, charged to, or paid for by Buyer or its customer, including but not limited to materials, tools, dies, jigs, molds, patterns, fixtures, equipment, drawings, technical information, specifications, and any replacement thereof shall be and remain the property of Seller.

16. GENERAL: (a) The rights and remedies provided herein shall be cumulative and shall not be exclusive of but shall be in addition to any other rights remedies and benefits provided herein or allowed by applicable law. (b) Waiver by Buyer of a breach of any provision shall not be deemed a waiver of future compliance and such provision shall remain in full force and effect. (c) The Purchase Order and the rights and obligations of the parties hereunder shall be governed by and construed pursuant to the laws of the State of Texas without giving effect to conflicts of laws principles. The United Nations Convention for the International Sales of Goods shall not apply. (d) If Seller is located in the U.S.A., Seller consents to the exclusive jurisdiction of the federal and state courts in the State of Texas to hear any dispute arising out of or in connection with the Purchase Order and consents that any such action may be brought in the Circuit Court for the County of the Buyers choosing in Texas or the District Court in Texas. If Seller is located outside of the U.S.A., binding arbitration before one arbitrator under the rules of the American Arbitration Association shall be held in the State of Texas in the English language. (e) The invalidity of any provision shall not invalidate the balance of the invalid provision or any other provision. (f) The order, including the T&C's on the face and those set forth herein, contains the complete and final agreement between Buyer and Seller and except as otherwise provided herein, no other proposed terms or agreement in any way modifying such T&C's will be binding on Buyer unless made in writing and signed by Buyer’s authorized representative.