TERMS AND CONDITIONS OF SALE

Warner's Metal Finishers LC

It is generally recognized that even after employing all the science known to us, and capable men and women with years of training, there still remain variables in the electroplating and metal finishing industries. Therefore, in order to avoid misunderstandings, Warner's Metal Finishers LC ("Company," "we," "us," or "our") is restating the following Terms and Conditions as the custom and usage of the trade. These Terms and Conditions apply to all sales.

1. Performance Standard. We will perform processing and finishing in accordance with the customers’ specifications supplied in writing on the Purchase Order, and such processing and finishing shall be free from defects in material or workmanship at the time of delivery, as expressly set forth in this Section 1. If the customer specifies methods and procedures to be followed, we assume no responsibility for the correctness of such methods and procedures, or the results obtained when they are followed. In the absence of full disclosure by the customer regarding the use of materials or parts to be processed and finished, we assume no liability for subsequent failures or defects.

2. Limitation of Liability. Our liability for any cause is limited to the cost of direct labor and material of the product lost or directly damaged by our processing, or two (2) times our processing charges on such material, whichever is lesser. Our charges are based on this policy limiting liability. By placing an order, the customer expressly agrees to this limitation.

3. Claims for Shortage, Defect, or Count. No claim for shortage in weight, defect, or count will be allowed unless made within three (3) working days after receipt of material or merchandise by the customer or the customer's designated consignee. A shrinkage or defective quantity of up to two percent (2%) in bulk processing, and up to five percent (5%) in reel-to-reel plating, shall be allowed without charge or liability. We will, in no event, be responsible for weight, counts, or other inspection functions for merchandise received from third parties on behalf of the customer.

4. Return for Inspection. In order to assert a claim against us, the customer must return the material or merchandise in question for our inspection within ten (10) working days of notifying us of the claim. No claim shall be allowed until such inspection is performed by us.

5. Remedy for Valid Claims. To satisfy a valid claim, we will have the right, but not the obligation, to refinish the material at our cost. Material or merchandise found upon our inspection to have been improperly processed by us may be refinished without charge, provided:   (a) Notice of the defect is given verbally within three (3) working days, and in writing within ten (10) working days, of the date of delivery; and   (b) The material or merchandise returned has not been structurally or chemically altered since our processing. Processing or assembly of any such rejected material by the customer or any other party shall constitute a waiver of any liability on our part.

6. Transit Liability. We assume no liability for loss or damage to merchandise or material while in transit to or from our facility, whether transported in vehicles owned by us, the customer, or any third party acting on behalf of either party. Customers are encouraged to independently insure goods in transit. See also Section 10.

7. Uncontrollable Material Variables. If the results of metal finishing operations are unsatisfactory due to metal imperfections, changes in grade or composition of materials, manufacturing or fabrication imperfections, use for which the plating or finishing was not reasonably designed, or similar variables beyond our control, the customer remains obligated to pay the full contracted amount for the finishing operation performed.

8. Substandard Base Metal. We reserve the right, at our option, to reject work or apply an additional charge for finishing any base metal that falls below our agreed standard.

9. Previously Processed Materials. We assume no responsibility for defective plating or finish on materials or merchandise previously plated or finished by others.

10. Not an Insurer. We shall not, under any circumstances, be considered an insurer of the customer's material or merchandise, and shall not be liable — regardless of cause — for loss by fire, explosion, theft, pilferage, vandalism, casualty, or acts of God while such material or merchandise is in our possession.

11. Quotation Validity. Quotations remain open for acceptance for thirty (30) days from issuance. After thirty (30) days, prices and terms are subject to change without notice, unless otherwise specified in writing.

12. Force Majeure. All quotations, orders, agreements, or modifications thereof are contingent upon events beyond our control, including but not limited to strikes, boycotts, accidents, theft, fire, war, shortage of materials or equipment, casualty, or acts of God — whether occurring at our facility, the customer's facility, a supplier's facility, or elsewhere. We shall not be liable for failure to perform due to such causes.

13. Special/Experimental Processing. For special or experimental processing and finishing, our charges are not contingent upon the success of the work or any benefit derived therefrom by the customer.

14. Delivery. Deliveries made within ten (10) days of the specified time shall be deemed in full compliance with our agreement. We reserve the right to make partial or installment deliveries, for which the customer shall pay at the contract price. Defective delivery or non-delivery of any installment shall constitute a severable breach and shall not entitle the customer to treat the entire contract as breached.

15. Tooling and Fixtures. Special tools, racks, and fixtures required for the work described herein, and designed and/or built by us, shall remain our property, whether or not the customer is charged for time and/or material in connection therewith. Tooling, racks, or fixtures supplied directly by the customer shall remain the customer's property.

16. Cancellation. If the customer cancels an order, the customer shall reimburse us for work completed and work in process, tooling and engineering expenses incurred in connection with the order, and any resulting lost profit.

17. Lien. All customer material and merchandise in our custody or control shall be subject to a general lien for all monies owed to us by the customer, whether or not then due and payable.

18. Packaging and Containers. During storage and transportation, customer-supplied containers used for delivery to us shall be used for reshipment, and any damage resulting from the use of such containers shall be at the customer's risk. If the customer requests alternative packaging or containers, we will charge for materials and handling upon receipt of a written order. Additional charges may apply for repackaging to other specifications.

19. Late Payment. A service charge of the lesser of 1.5% per month (18% per annum) or the maximum allowed by law will be added to all invoices remaining unpaid sixty (60) days from the invoice date, assessed as of the tenth (10th) of the following month.

20. Governing Law. Except as otherwise provided herein, the Uniform Commercial Code shall govern. All interpretation of the terms of any transaction between the parties shall be governed by the laws of the State of Texas.

21. Severability. If any provision or part of this instrument is declared invalid by a court of competent jurisdiction, such invalidation shall not affect the remaining valid provisions hereof.

22. Attorney's Fees. In the event of litigation arising from this agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs incurred in enforcing or defending the covenants and agreements of this contract. (See note below — original draft made this one-sided in the Company's favor; confirm preferred approach with counsel.)

23. Warranty Disclaimer. Except as expressly warranted in Section 1 above, we make no warranties or representations, express or implied, as to workmanship, performance, quality, durability, fitness for a particular purpose, or merchantability for any articles we process. This disclaimer extends to all liability, including without limitation consequential, incidental, and special damages. We make no warranties concerning any manufacturer's warranty. THE WARRANTY EXPRESSED IN SECTION 1 IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

24. Modification of Liability Coverage. These provisions may be altered or modified by separate written agreement. Any additional liability we assume will be subject to a separate charge for such coverage.

25. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties. Any changes, alterations, waivers, or modifications — whether relating to the job performed, the terms of sale, or any other matter herein — must be in writing and signed by a duly authorized representative of Warner's Metal Finishers LC. These Terms and Conditions apply to any existing or future order or agreement for the processing of materials or merchandise. Our acceptance of the customer's Purchase Order is expressly conditioned on the customer's assent to these Terms and Conditions.

 Acknowledgment

By signing below, or by submitting a Purchase Order, the customer acknowledges receipt of, and agrees to be bound by, these Terms and Conditions.