CNC New, Inc.
General Terms and Conditions
August 2013

I. Understanding: Unless otherwise stated by Seller, this proposal and any resulting contract for equipment and services will be subject to the following terms and conditions: Orders submitted in response to this quotation are subject to the following terms and conditions and no agreement or other understanding in any way modifying these terms and conditions, whether contained in Buyer’s purchase order or otherwise, shall be binding upon CNC New, Inc., unless reduced to writing signed by an authorized officer of the Seller; and the Seller hereby gives notice of objection to any terms set forth in any other writing which are in addition to or different from the terms set forth in this quotation. Orders submitted pursuant to this quotation shall not be binding upon the Seller until accepted by the Seller.
II. Prices: All prices herein quoted are F.O.B. the stated shipping point, and are quoted in U.S. dollars. Prices shall be valid for 30 days from the date of this proposal: thereafter, prices are subject to change without notice at any time prior to acceptance. Any down payment made by the Buyer in connection with the order is nonrefundable in any event or for any reason unless agreed to by seller. Buyer shall pay all charges for transportation and delivery and all excise, order, occupation, use or similar taxes, levies, charges, or surcharges and other expenses levied by their respective Government agencies applicable to the equipment or services sold under this proposal, whether now in effect or hereafter imposed.
III. Payment Terms: Prices quoted are based on the following payment schedule, and unless otherwise agreed to in writing signed by Seller and Buyer, the entire purchase price inclusive of any tax, the Buyer in accordance with this schedule shall pay freight and insurance charges. Purchase orders must be made to CNC New, Inc. A.) Standalone Machine terms: Will be included on the original quote and will be outline on the order acknowledgement that is provided at the time of purchase. B.) Cells & Systems, Turnkeys, and Multi-machine terms: shall be determined at the time of a complete scope of supply has been established. All changes to a contract resulting from this proposal will require Seller’s written consent, must be covered by a purchase order amendment, will state a firm fixed price, and will be subject to the above payment schedule. Invoices past due are subject to one and one-half percent (1.5%) per month interest. Buyer shall refrain from making any unauthorized deductions from payments to Seller.
IV. Delivery: Seller shall have the right to select the carrier unless the carrier is designated by Buyer and upon delivery of the goods by the Seller to the carrier, the carrier shall be deemed to be the agent of the Buyer and all risk of loss shall be upon the Buyer. The indicated shipping date represents Seller’s best estimate. Actual date of shipment may be dependent upon circumstances beyond Seller’s control. Every reasonable effort will be made to effect shipment on time. Seller shall not be liable for any damage resulting directly or indirectly from delay in shipment due to any cause other than Seller’s willful neglect. Stock and inventory machines are subject to prior sales and contingent on specific options ordered. Buyer is also responsible for unpacking and erection of equipment after delivery. Supervisory services, however, are available from Seller to help Buyer erect equipment. All necessary measuring and testing instruments and equipment, test work-pieces, tools, and fixtures for machine installation shall be furnished by Buyer.
V. Force Majure: Seller does not assume responsibility for delays in shipment caused by fires, labor disputes, delays and interruptions in and failure of sources of materials, supplies, equipment and labor, war, actions of Government authority, acts of God, unavailability of transportation facilities, or other circumstances not reasonably within Seller’s control. Buyer’s acceptance of delivery of the equipment shall constitute a waiver of any default due to delivery in shipment.
VI. Title: Delivery of equipment to a carrier by Seller, consigned to you or as you may direct, shall constitute transfer of title, ownership, possession and property at such point of delivery, and such carrier shall be deemed to be acting for Buyer and the equipment shall thereafter be at Buyer’s risk. Buyer herein grants to Seller to secure payment, a purchase money security interest on the equipment covered mutually agreed upon in writing by the parties, and Buyer agrees to execute all documents required by Seller to perfect said purchase money security interests.
VII. Warranty: Machine and machine components quoted or furnished hereunder are warranted to be free from defects in material and workmanship under normal and proper usage when owned by the original purchaser for a period of one year from date of F.O.B. shipment. Seller’s sole obligation under this warranty is limited to parts and labor for 90 days from date of F.O.B. shipment and parts only from Day 91 to Day 365 from date of F.O.B. shipment. Replacement parts or materials will be shipped by CNC New, Inc. via UPS ground. In the event that the customer would like shipments sent more expeditiously, they must arrange for said shipping at their own expense. Controls, motors and drives warranty shall consist of 2 years parts and labor from F.O.B. shipment. The warranty period for labor on a new system is ninety (90) days from the date of shipment (travel and per diem expenses for our technician not included) Correcting damage due to improper use, maintenance or configuration changes are specifically excluded from warranty coverage. This warranty does not cover improper use, installation, maintenance, or damage during shipping. CNC New, Inc. shall be held blameless for any "Loss of Use" considerations due to any interruptions in use of the operating system whether under warranty or not Seller makes no representations as to the year of manufacture of the subject equipment. Excluded from warranty are items subject to wear such as paint, windows, light bulbs, seals, belts, etc., as well as any consumables such as lubricants and filters. The choice of repairing or replacing items under warranty will be the exclusive choice of CNC New, Inc. This warranty will terminate upon change of possession from original purchaser. Notice of any claim must be given to the Seller in writing within 10 days from the date of discovery of such defect. We reserve the right to replace or allow credit at our option if any material is defective. Items purchased by Seller for installation on the equipment will be warranted only by the supplier’s warranty. Seller’s liability for breach of warranty shall be limited to replacement of defective parts as above provided. In no event shall the Seller be liable for damage to persons or other property or for consequential damages resulting from breach of warranty. Seller’s warranty is in lieu of all other expressed or implied warranties, including, without limitation, any warranty or merchantability or fitness for a particular purpose, which extends beyond the description of the Equipment. Seller shall not be responsible for any indirect or consequential damages of this buyer in connection herewith, such as loss of production, loss of anticipated savings or anticipated profits, or damages of any third party asserted against the buyer. The seller shall in no event and for no cause whatsoever, including any breach or default by the seller is responsible for damages of the pertinent item or items of equipment. The use of water-based coolants imposes extreme demands on mechanical systems and lubricants. Since CNC New, Inc. cannot anticipate the actual environments or conditions of use of any of these systems; our maintenance and lubrication intervals may not suffice for the harshest environments and/or uses. Therefore, the end user, through their own experience, must determine the appropriate maintenance schedule for their unique situation and exercise all due prudence in following said maintenance schedules.
VIII. OSHA and Electric Codes: The equipment covered does not necessarily comply with codes or standards unless specifically quoted, ordered and so accepted. When compliance with OSHA is provided, it is based on Seller’s understanding of the construction standards in effect at the time of acceptance only. Complete compliance with OSHA, and particularly regarding point of operation guarding is the responsibility of the Buyer and User and not Seller.
IX. Performance Data: Performance and production data, including accuracy, capacity and capability of machines are the Seller’s best estimates only and are not guaranteed since they are dependent upon varying future production factors and conditions not within the Seller’s control.
X. Limitation of Liability: In no event shall Seller be liable for any special, indirect or consequential damages. Further, in no event shall Seller be liable for any damages or other amounts for any reason whatsoever in excess of the purchase price of the equipment set forth in this proposal.
XI. Patent Indemnity: Seller agrees to hold Buyer harmless against any claim of infringement of any United States apparatus claim of said patent, provided Seller is immediately notified in writing upon receipt by Buyer of such claim, and Seller is allowed to make changes in the equipment for the purpose of avoiding infringement, it being agreed that the obligation above set out is the only obligation of Seller with respect to any claim of patent infringement.
XII. Proprietary Information: The information and material contained in this proposal is proprietary and is submitted in confidence with the condition that it will not be copied or otherwise reproduced and will not be used or disclosed to anyone outside Buyer’s company except as authorized in writing by Seller.
XIII. Installation and Acceptance: Installation is an option. If opted, machine will be installed and tested per the Seller’s installation and testing standards and Buyer agrees to same. Upon completion of installation and testing the machine shall be deemed accepted by Buyer, or upon Buyer’s use of the equipment for production, whichever comes first. Upon acceptance, warranty period shall begin.
XIV. Delegation and Assignment: Buyer shall not delegate or assign any duties or claims under the sales order without the Seller’s prior written consent. Any such delegation or assignment attempted without the previous written consent of the Seller shall effect, at the option of the Seller, a cancellation of all of the Seller’s obligations hereunder.
XV. Cancellation: Orders placed pursuant to this quotation and accepted by the Seller can be canceled only with the Seller’s consent and upon the terms that will indemnify Seller against loss resulting from such cancellation. Cancellation of any Standalone Standard Machine, Standalone Special Machine, Cells & Systems, Turnkey, Multi-machine order, Accessories, and/or Parts, shall incur a minimum cancellation fee of 10% of the Gross Sales Price.
XVI. Jurisdiction and Arbitration: All provisions of this terms and conditions of sale are in all respects to be governed and controlled by the laws of the state of California without giving effect to any choice of law rules. All claims and actions of either party related to and arising out of this sale must be brought in the state or federal courts of California, and each party waives any objection on the basis of the forum of such claim or action, including any objection of forum non-convenience.