TERMS AND CONDITIONS OF PROPOSAL AND SALES


The specifications attached or submitted herewith form a part of this proposal, at the prices named. Prices are for immediate acceptance and subject to change as set forth below. Any terms inconsistent with acceptance are expressly negated and do not form part of this contract. If priority regulations are in force, proper priority certifications must be part of your order, or follow soon thereafter.

ESTIMATED DATE OF SHIPMENT- Given herein is computed from receipt at the factory of all written details pertaining to the order essential to its proper execution. Shipment dates are approximate only and are subject to change due to the effects of priorities or other regulation which may be issued by the United States government, or by any agency thereof, or by any committee cooperating therewith. We shall not be held responsible for delays or non-performance caused by strikes, other abnormal manufacturing conditions, fires embargoes or any other causes. No claims for any losses or damages resulting from delay or non-performance shall be made on us.

WARRANTY- Our factory warrants each machines tool covered by this proposal to be free from defective material and workmanship for the standard period of one year from shipment date, provided equipment has been given normal and proper usage and is owned by the original purchaser. During the warranty period, parts found defective by our factory's inspection will be repaired or replaced free of charge F.O.B factory. Defective parts to be returned to factory by purchaser, transportation prepaid. Cutting tools, dies, special parts made to order, etc., are not warranted and we assume no responsibility for any customer parts or products that are processed on the equipment offered or furnished herein. This warranty is in lieu of all other warranties, expressed or implied.

Although equipment covered under this proposal may contain certain mechanical and electrical safety devices, it is the express responsibility of the purchaser to assure that these devices have not been violated or removed and are always in working condition. Furthermore, complete compliance with the current regulations of the Occupational Safety and Health Act, by law, rests with the machine tool purchaser including but not limited to the erection of guard rails or other restraints, use of ear and eye protection, etc. PEM Technologies, Inc. does not either imply or warrant, under any circumstances, that the point(s) of operations will be guarded. It is the responsibility of the user of this equipment to properly guard the point(s) of operation so that the operator cannot expose any part of his/her body to danger in the operating area during the operation cycle.

SERVICE CHARGE- Should service, such as the erection, demonstration or repairing of any machine offered in this proposal be requested by the purchaser beyond any service specifically mentioned as included in the quoted price, such service will be rendered at a charge, plus transportation and living expenses of the service representative.

PRODUCTION ESTIMATES- Where performance figures are given in this proposal, it is understood that they are estimates only and not guaranteed, and that they are based on our understanding of the limits of accuracy and finish required, machine-ability of the material, amount of material to be removed, handling facilities provided and the locating points as stated in each individual item of this proposal.

PRICE CHANGE- We will endeavor to maintain the price quoted herein but cost increase beyond our control may necessitate selling price increase. Therefore, orders accepted will be invoiced at prices prevailing on the date of shipment, and the price quoted shall be deemed increase accordingly.

TITLE- Title to the within described equipment shall remain with the seller until full, actual payment therefore shall have been made. This proposal indicates specific terms of payment. Should payment(s) not be received in compliance with same, seller reserves the right to collect a late charge equivalent to 1% over the prevailing prime lending rate or the prevailing legal interest rate, whichever is higher. In the event of a default, the seller shall have the right to repossess the said equipment and whatever monies shall have been paid on account therefore shall be deemed rental for a sum equivalent to the unpaid balance of the purchase price together with all expenses and damages that the seller may have sustained, the purchaser to receive credit however, for the net monies realized on the resale of the equipment. At the election of the seller, the seller may deem title to have passed to the purchaser, in which event the seller need not repossess the equipment, but may sue at law for the balance unpaid thereon.

CANCELLATION OR POSTPONEMENT- Orders placed for machinery and equipment offered in this proposal shall not be subject to cancellation except with our written consent, and then only upon terms that will indemnify us against all costs incurred plus 12% of total order, said monies due within 10 days of our written consent for cancellation or postponement.

COLOR- Each machine offered in this proposal will be painted its standard color. For any deviation from this standard color, an extra charge will be made.

TAXES- Any sales or Use Tax levied by Municipality or State are to be paid by Buyer unless they are shown as a separate item on invoice. Purchaser is liable to comply with local tax laws.

CONTROVERSIES- Stipulations contained herein shall take precedence over all other terms and conditions and shall be construed in accordance with the laws of the State of New Jersey. Any controversy or claim arising out of, or relating to, a sales contract or order resulting from this proposal, or breach of such contract shall be settled in accordance with the terms contained herein and with applicable laws of the State of New Jersey.

There are no understandings or agreements outside this written proposal. This proposal is subject to withdrawal without notice, and no orders are binding upon us without our written confirmation. Any errors made in proposals are subject to our correction.