TERMS & CONDITIONS

ANY SALE MADE BY REPUBLIC BRASS SALES IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AND SUBMISSION OF A PURCHASE ORDER TO REPUBLIC BRASS SALES CONSTITUTES THE BUYER’S AGREEMENT TO THESE TERMS AND CONDITIONS:
CONTROLLING PROVISIONS: No terms and conditions other than the terms and conditions specified in this document shall be binding upon Seller unless accepted in a writing signed by the Seller's Manager. All terms and conditions contained in any oral or written communication between Buyer and Seller, including, without limitation, Buyer's purchase order, which are different from or in addition to these terms and conditions are hereby rejected and shall not be binding on Seller, whether or not they would materially alter these terms and conditions, and Seller hereby objects thereto. All prior proposals, negotiations and representations, if any are merged into the invoice and the terms and conditions contained therein.
 
TERMS: Buyer agrees to pay for the products or services according to the Sellers payment terms specified on Seller’s invoice. In the event Buyer fails to make any payment to Seller when due, all Buyer’s account(s), including all open invoices, with Seller shall become immediately due and payable without notice or demand. All past due amounts are subject to a finance charges equal to one and one half percent (1.5%) per month on the outstanding amount, unless the applicable law specifies a lower amount. Buyer does hereby grant Seller a purchase money security interest in the products sold to Buyer by Seller until such time as Seller is fully paid for all delivered goods. Buyer will assist Seller in taking the necessary action to prefect and protect Seller's security interest and Buyer’s issuance of a purchase order to Seller constitutes Buyer’s authorization to Seller to file a financing statement referencing all goods, inventory and accounts of Buyer. Seller does not waive any right it has to reclaim any goods sold.  No products furnished by Seller shall become a fixture by reason of being attached to real estate or sea going vessel.
 
REMEDIES OF SELLER: Upon default by Buyer, Buyer agrees to reimburse Seller all attorney fees and court costs incurred by Seller in connection therewith, whether or not litigation is filed. Buyer agrees that of any of the following shall constitute an event of default which shall enable Seller, at its option, to cancel any unexecuted portion of the order giving rise to this invoice or to exercise any right to remedy which it may have by law: (a) the failure of the Buyer to perform any term or condition contained herein, including a failure to pay the amount owing on this invoice when due: (b) any failure of Buyer to give required notice: (c) the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the material covered by this order or the filling of any petition to adjudicate Buyer Bankrupt: (d) the death, incompetence, dissolution or termination of existence of buyer: (e) a failure by buyer to provide adequate assurance of performance within ten (10) days after a justified demand by Seller or if Seller, in good faith believes that Buyer's prospect to performance under this agreement is impaired. All rights and remedies of Seller herein are in addition to, and shall not exclude, any rights or remedies that Seller may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable actual attorney's fees, will be added to the balance due and Buyer shall pay all such charges.
 
GOVERNING LAW: All transactions shall be governed in all respects by the laws of the State of California (excluding choice of law provisions) and all actions commenced shall be brought in a court of the competent jurisdiction residing in San Diego, County, California, USA. All actions, regardless of form, arising out of or related to the products must be brought within applicable statutory period, but in no event more than ONE (1) year after the date of this invoice.  ·
 
DELIVERY: Seller will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver whether or not such loss or damage was made known to Seller. Seller shall have no liability for Seller' non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors, or suppliers or any other cause of any kind whatever beyond the control of the Seller. Under no circumstances shall Seller by liable for any special, consequential, punitive, incidental, or indirect damages, losses, or expense (whether or not based on negligence) rising directly or indirectly from delays or failure to give notice of delay.    
 
LIMITATION OF ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE.  THE SOLE WARRANTY MADE BY SELLER IS THAT THE GOODS AND SERVICES PROVIDED ARE IN COMPLIANCE WITH THE SPECIFICATIONS AND DRAWINGS REFERRED TO IN THIS PURCHASE ORDER.  UNLESS OTHERWISE NOTED, ALL GOODS ARE NEW; NEW INCLUDES SURPLUS MATERIALS.
 
LIMITATION OF LIABILITY:  UNDER NO CIRCUMSTANCES AND IN NO EVENT, WILL SELLER BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE COST OR REPAIRS OR INCIDENTALS, PUNITIVE, SPECIAL OR CONSEQUENTIAL, OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSEOF ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTION, INSTALLATION, USE OR REPAIR OF THE PRODUCTS SOLD BY SELLER. BUYER HEREBY ACKNOWLDGES AND AGREES THAT UNDIER NO CIRCUMSTANCES, AND IN NO EVENT, SHALL SELLER'S LIABILITY, IF ANY, EXCEED THE NET SALE PRICE OF THE DEFECTIVE PRODUCT(S): NO ADDITIONAL ALLOWANCE SHALL BE MADE FOR THE LABOR OR EXPENSE OF REPAIRING OR REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP OR DAMAGE RESULITING FROM THE SAME, EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH. ALL PRODUCTS AND/OR SERVICES PROVIDED BY SELLER, AND ITS EMPLOYEES AND AGENTS ARE PROVIDED "AS IS" AND "WHERE IS" 'WITH ALL FAULTS".
 
RECOMMENDATIONS BY SELLER: Buyer acknowledges that Seller does not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, (ii) maintenance or other expenses to be incurred in connection with the products, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by Seller and/or its agent, suppliers, and employees, or (iv) the accuracy or reliability of any information, designs or documents furnished to Buyer. Seller neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its products and/or rendering of its services. Any recommendations made by Seller concerning the use, design, application or operation of the products shall not be construed as representation or warranties, expressed or implied. Failure by Seller to make recommendations or give advice to Buyer shall not impose any liability upon Seller.
 
INDEMNFICATION: Buyer shall at its own expense apply for and obtain any permits and inspections required prior to or for the installation and/or use of the products. Seller makes no promise or representation that the products or service will conform to any international, federal, state, or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by Seller. The Seller's Products are not for the use in or with any nuclear facility unless specifically so stated by Seller in writing. Seller shall not be responsible for any losses, or damages sustained by the Buyer or any other person(s) as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless Seller and it's agents and/or employees against any loss, damage, claim, suit, liability, judgment or expense (including without limitation, attorney's fees) arising out of or in connection with any injury, disease or death of persons (including without limitations, Buyer’s employees, and agents) or damage to or loss of any property or the environmental, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use or repair of the products by Buyer or of the information, designs, services, or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers.
 
INSPECTION AND ACCEPTANCE: Claims for damage, shortage or errors in shipping must be reported within one (1) day following delivery to Buyer’s address.  Buyer shall have seven (7) days from the date Buyer receives any products to inspect such products and service for defects and nonconformance which are not due to damage, shortage or error in shipping and notify, Seller, in writing, of any defects, nonconformance or rejection of such products. After such seven (7) days period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby aggress that such seven (7) days period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any products or services previously ordered by the Buyer or it representatives or cancel any order without Seller's writing consent and payment to Seller of all Changes, expenses, commissions, and reasonable profits owed to or incurred by Seller. Any Products made to order or fabricated ordered items may not be canceled or returned, and no refund will be made and Buyer shall be obligated to pay the purchase price in full. Any merchandise alleged to be defective in workmanship or material will be replaced subject to Seller’s inspection and warranty.         
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RETURNS: Buyer may return any product which Seller stocks with no restocking charge if (i) it is in new condition, suitable for resale, undamaged, in its original packaging and with all its original parts and (ii) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered, or damaged. Buyer's surplus job returns, and those not meeting (i) and (ii), above, will be evaluated on an individual basis after Buyer has contracted Seller's authorized representative for a return authorization, which shall be in Seller’s sold discretion. Special orders or non-stock items may be returned only if the manufacturer will accept the return. Except for items Seller stocks which meet (i) and (ii) above, credit memoranda issued for authorized returns shall be subject to the following deductions (a) cost of putting items in a marketable condition: (b) transportation charges, if not prepaid: and (c) handling and restocking charges determined by Seller and provided to Buyer prior to Seller issuing a (MAR) Material Authorization Return number. Orders for custom made items, or to Buyers specifications or drawings, or modified at customers request will not be returnable under any circumstance.
 
SHIPMENTS: All products are shipped F.O.B. point of shipment. Risk of loss shall transfer to the Buyer upon tender of good to Buyer's representative, or common carrier. The cost of any special packaging or special handling caused by Buyer’s requirements or requests shall be added to the amount of order. If Buyer causes or requests a shipment delay, or if Seller ships or deliveries the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, shortage and all other additional cost and risks shall be borne by Buyer. No claims for shortages or shipping errors will be allowed unless made in writing with one (1) day of receipt of a shipment. Claims for products damaged or lost in transportation should be made by Buyer to the carrier, as Sellers' responsibility ceases upon delivery to the carrier.
 
TAXES: The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities. Any taxes which Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any or the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to Seller, upon.
 
SEVERABILITY: These terms and conditions of sale shall not be construed against the party preparing them but shall be construed as if alI parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had nave been made a part of hereof. The remaining provisions herein shall remain in force and effect and shall not be affected by such illegal, invalid or severed provisions.
 
SET-OFF: Buyer shall not be entitled to set-of any amounts due Buyer against any amount due Seller in connection with this transaction.
 
NON-WAIVER: Seller's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Seller's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by Seller's Manager.
 
ENTIRE AGREEMENT: This document constitutes the entire, complete, and exclusive agreement between the parties and contains all the agreements and conditions of this sale, no course of dealing or usage of trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by written modification signed by the Seller's Manager. All transaction shall be governed solely by the terms and conditions contained herein.
 

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