DURA-METAL PRODUCTS CORPORATION

INCLUDING ADDTEC3DM RAPID PROTOTYPING AND ADDITIVE MANUFACTURING SERVICES

SALES TERMS AND CONDITIONS

The terms and conditions herein, coupled with any quote that you accept and with any pursuant order acknowledgement, constitute the entire legally binding agreement between Dura-Metal Products Corporation (the Seller) and the Buyer. ADDTEC3DM is the name of the rapid prototyping and additive manufacturing services offered by Dura-Metal Products Corporation. If the terms and conditions herein are different from, or additional to, the Buyer’s terms and conditions, then the terms and conditions herein will prevail.

The Seller’s websites are located at www.dura-metal.com and at www.addtec3dm.com

The Buyer is deemed to have accepted the terms and conditions herein upon access of one of the Seller’s websites to request a quote. Alternatively, the Buyer is deemed to have accepted the terms and conditions herein upon choosing to manually request a quote or place an order via electronic mail, phone or another method.

The Buyer is responsible for ensuring that all information documented in a quotation or order acknowledgement is accurate and complete.

DELIVERY AND PAYMENT

The Seller’s standard payment terms are ½% 10, net 30 days. However, in connection with website acceptance of quotes, advance payment-in-full through the use of the Buyer’s credit card or other acceptable payment card is required. The Seller’s standard payment terms apply to all purchase order documents received and accepted, unless otherwise stated on the face of the Seller’s order acknowledgement. The Seller may demand different payment terms at any time at the Seller’s discretion, including advance payment-in-full through the use of the Buyer’s credit card or other acceptable payment card. The Seller may suspend production or delivery until such arrangements are made.

Invoices for deliveries are payable only in United States funds.

Unless otherwise stated, prices are subject to change without notice. Delivery shall be F.O.B. point of shipment on the actual shipping date and title and the risk of loss transfer to the Buyer upon shipment. The Buyer will pay, or reimburse the Seller for all freight. The Seller shall not be responsible for storage, transportation or other charges at destination.

Shipment and delivery dates are approximate and estimated. They are based on prompt receipt of necessary items from the Buyer. The Seller may make partial shipments. If conditions arise which prevent compliance with delivery schedules, Dura-Metal Products Corporation will not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay. However, Dura-Metal Products Corporation will use all reasonable efforts to give notice of delays. Delays will not be grounds for cancellation.

The Seller shall not be liable for any loss, damage, detention or delay resulting from causes beyond its reasonable control, including, but not limited to explosion, flood, differences with workers, shortage of utility, facility, material or labor, delay in transportation, breakdown or accident, riot, insurrection, civil or military authority, or governmental controls, restrictions or regulations. The Seller shall have the right to apportion its production among its customers in such manner as it may consider to be equitable.

Over-shipments or under-shipments will not affect the unit price. The Seller may make over-shipments of not more than 10% of an order quantity, unless the Buyer otherwise instructs the Seller.

TAXES AND LEVIES

Taxes and Levies imposed by federal, state, or local authorities including, but not limited to, those in connection with the sale, purchase, transportation, delivery, storage, use or consumption of products and services for an order shall be charged to the Buyer.

WARRANTY

The Seller warrants that the products sold hereunder shall be free from defects in fabrication under normal use and service when correctly installed and maintained. The foregoing warranty is in lieu of all other warranties, whether oral, written, express, implied or statutory. There is no warranty of merchantability or fitness for a particular purpose. The Seller shall not be liable to the Buyer or any other person for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the products or from any other cause relating thereto. The Seller’s liability hereunder whether based on contract, tort (including but not limited to negligence and strict liability) or otherwise is limited to, at the Seller’s option, the replacement or repair of defective products or the repayment of, or crediting the Buyer with an amount equal to the purchase price upon return of the products. In no event shall the liability and/or obligations of the Seller arising out of the Buyer’s purchase exceed the purchase price. Products may be returned at the cost of the Seller only after inspection and approval by the Seller and upon receipt by the Buyer of shipping instructions from the Seller. Any claim by the Buyer with reference to the products sold hereunder for any cause, shall be deemed waived by the Buyer unless submitted to the Seller in writing within thirty (30) days from the date of the shipment of the products to which the claim relates.

INDEMNITY

The Buyer agrees to hold the Seller and its officers, agents and employees harmless and not make claim (including claim for attorney fees) or bring suit against them because of loss, expense, claims, liability, demands or damages either at law or in equity, arising from any claim of, or infringement of, patent, copyright, trademark or other proprietary right at common law, or claim of unfair trade or competition, resulting from or occasioned by the Buyer’s use, possession, sale or delivery of the merchandise sold by the Seller to the Buyer.

CONFIDENTIALITY

The Seller acknowledges that specifications or documentation, including CAD model files, provided by the Buyer may contain valuable proprietary information, ideas and expressions. The Seller is committed to maintaining the confidentiality of information that the Buyer identifies as confidential. Accordingly, the Seller will require that its employees and subcontractors, if any, will use a reasonable degree of care to maintain the confidentiality of information that is identified as confidential. The Seller shall not use or disclose such information except as is required to perform its services.

The foregoing statements about the treatment of confidential information do not apply to information in Seller’s possession prior to the Buyer’s identification that certain information is confidential. The foregoing statements about the treatment of confidential information also do not apply to information that is generally publicly available, received by the Seller from a third party with a confidentiality obligation to the Buyer, or any information disclosure required by law or court order.

The Buyer recognizes that the Seller provides similar services to others. The Seller agrees to not use information that is deemed by the Buyer as confidential during the performance of Seller’s services to others.

TOOLING

Unless otherwise agreed to by the Seller in writing, and of the Buyer’s purchase requires tooling by the Seller, such tooling will remain the proprietary property of the Seller and any costs related to such tooling will be the responsibility of the Buyer. The Seller will provide adequate tooling for the quantity or quantities specified within Buyer’s order. However, Buyer acknowledges that future orders submitted for a similar product or products may require additional tooling and cost.



OTHER

Any clause required by applicable law or administrative regulation to be included by the Seller in an agreement of this type shall be deemed to be incorporated herein. Both the Seller and the Buyer agree to comply with all applicable laws and administrative regulations.

The failure of the Seller to insist upon a strict performance of any term and condition herein shall not be deemed a waiver of any rights or remedies that the Seller may have.

None of the terms and conditions herein shall be deemed to be waived by the Seller unless such waiver is written and signed by an authorized employee of the Seller.