Geoform, Inc.

GENERAL TERMS AND CONDITIONS OF SALE

The terms and conditions herein shall apply to any order from Buyer for services furnished by the Seller (Geoform, Inc.).  No changes to these terms and conditions shall be binding unless specifically agreed to in writing by both parties. Buyer’s order is accepted by Seller only on condition that Buyer’s reprinted terms and conditions are superseded by this document and any specific terms and conditions as noted in Seller’s quotation together with any/and all attachments and exhibits. All orders or contracts are subject to approval by Seller prior to acceptance. Seller’s failure to object to any of Buyer’s reprinted terms and conditions shall not be deemed a waiver by Seller of this essential condition of sale.

  1. GENERAL

Buyer agrees that this contract shall be governed by the laws of the State of California in effect at the date of acceptance. Purchase order acceptance by the seller constitutes the complete and exclusive agreement between Buyer and Seller. Purchase order acceptance supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any provision of the Buyer’s purchase order shall not affect the validity of other provisions of the order. Conflicting provisions hereof, if any, shall prevail in the following descending order.

(a) Typed provisions on the face of Seller’s quotation.

(b) These General Terms and Conditions of Sale,

(c) Any specific Terms and Conditions to this document,

(d) Sellers Statement of Work,

(e) Resolution of contract shall be via arbitration in accordance to the Uniform Commercial Code, California edition.

  1. TERMS OF PAYMENT

All invoices are due and payable upon receipt of Buyer. Invoices are considered past due thirty (30) days from invoice date.

(a) Seller reserves the option to prorate the charges for services, and may submit invoices covering partial performance of such services.

(b) Each shipment is considered as a separate and independent transaction, and payment is due accordingly. If shipments are delayed, payments are subject to negotiation.

(c) Seller reserves the right to require full or partial payment in advance if, in its opinion, the financial conditions of Buyer at any time does not justify continuance of performance or shipment of any order prior to such payment.

(d) If Buyer defaults in any payment when due, Seller reserves the right to any and all remedies Seller may have herein or at law.

  1. TAXES

Unless Seller’s quotation expressly provides otherwise, the amount of any present or future federal, state, local sales, or other tax shall be added to the purchase price. All taxes shall be identified separately on the invoice by Seller. Buyer tax exemption certificates will be forwarded by Seller to the taxing authorities. Buyer shall indemnify and defend Seller against all liability for taxes and penalties accessed by any government entity upon Buyer’s representations that taxes are non-applicable.

  1. ASSIGNMENT

Buyer, with cognizance of Section 2210(3) of the California Uniform Commercial Code, agrees that he will not assign his rights or delegate his duties under this contract without prior written consent of Seller. No purported assignment by Buyer shall be binding on Seller without such written consent.

  1. BUYER’S INSOLVENCY

In the event of the bankruptcy or insolvency of Buyer or any proceeding that is brought by or against Buyer, Seller may terminate this order. (See Section 13 Herein Termination)

  1. ACCEPTANCE AND REJECTION

Acceptance of the items ordered by Buyer is predicated by acceptance procedures agreed to by both parties in writing. Any rejection by Buyer must be made within fourteen (14) calendar days after Buyer’s receipt of said item(s).

  1. F.O.B., PACKING, AND SHIPPING

All sales are F.O.B. origin (Seller’s facility). Transportation charges are the Buyer’s responsibility. All shipments are sent collect. Seller’s liability ceases upon delivery of products to carrier at Seller’s plant in good condition. All claims for damages in transit must be filed with the carrier by the Buyer. Seller will select the method of shipment unless Buyer specifies in writing at least ten (10) days in advance of the scheduled delivery date. Seller will package all shipments in accordance with standard commercial practice for domestic shipment.

  1. RISK OF LOSS TO PROPERTY

(a) The Seller shall not be liable for any loss or damage to property that is furnished by Buyer to Seller for Seller’s performance of fabrication, inspection, analysis, evaluation, testing, and/or repair services ordered while such property is in Seller’s possession. Seller shall be responsible for any such loss or damage (including incidental expenses) which results from Seller’s gross negligence, willful misconduct, or lack of good faith.

(b) Unless otherwise stipulated in Buyer’s order, Seller will deliver Buyer-furnished property to Buyer’s carrier within ten (10) days after completion of the services or delivery of the product.

  1. FAIR LABOR STANDARDS ACT

Seller certifies that the products and services furnished under this contract are produced in compliance with applicable requirements of the current Fair Labor Standards Act and regulations and orders of the United States Department of Labor.

  1. WARRANTY – GENERAL

(a) Seller warrants that the effort is provided under Buyer’s order will be performed in accordance with high professional standards.

(b) THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE UNDER THE UNIFORM COMMERCIAL CODE. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL, COLLATERAL, OR CONSEQUENTIAL DAMAGES (except as noted above – see Para 8.a)

WARRANTY – SERVICE

(a) The provisions of this Article are applicable only to services, software, and/or data to be furnished here contract.

(b) Seller warrants that services that are to be provided under Buyer’s order will be performed in accordance with high professional standards. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR PURPOSE UNDER THE UNIFORM COMMERCIAL CODE. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL COLLATERAL, OR CONSEQUENTIAL DAMAGES.

(c) Seller’s obligation for the use of Buyer-furnished property shall be limited strictly to generating test data and/or reports in the manner provided in Buyer’s order. Seller assumes no obligation or responsibility for Buyer’s property either conforming to or meeting the specification requirements for such property. If the Buyer-furnished property breaks or sustains damage in preparation for or during Seller’s performance of this order, Seller shall promptly notify Buyer. If Buyer does not complete repair or re- placement of the broken or damaged property within twenty-four (24) hours of notification, Seller shall be entitle to an equitable adjustment in the price, performance schedule, or other affected provision of this order. If necessary Seller may terminate performance of order in accordance with the provisions of Article 14, “Termination”.

  1. INDEMNIFICATION

Buyer agrees to hold harmless the Seller, its officers, employees, agents, and invitees from and against all claims, judgments, liabilities, losses, injuries, and damages of every nature (including all costs and expenses incidental) caused by the acts or omissions to act of the Buyer, its officers, employees, agents, invitees, or vendors directly or indirectly arising out of the performance of Buyer’s purchase order here- under.

  1. EXCUSABLE DELAY

(a) Seller shall not be liable for delay in delivery or in the performance of services, or for failure to manufacture due to causes beyond its control.

(b) If a failure of Seller’s test equipment or facilities should occur, Seller will undertake the repair in the most expeditious manner practical. Seller shall not be liable for any delays caused by failure of Seller’s test equipment or facilities.

  1. TERMINATION

Should this order be terminated by the Buyer in whole or in part, Buyer shall pay to Seller the purchase order price for all work completed and for which prices are separately stated in such order. All costs for uncompleted work incurred by Seller shall be charged to the Buyer at reason- able charges, including a commercial rate of profit. Any amount(s) previously paid on this account by the Buyer will be deducted from termination costs.

  1. DELIVERY

(a) Seller shall use its best efforts to make the delivery of within the time specified in the order but shall not be liable for delays in shipment or delivery.

(b) Seller shall not be liable for any failure or inability to perform its obligations under the contract during any period of fires, strikes, differences with employees, accidents or other causes beyond its control.

  1. DISPUTES

This contract shall be interpreted under the laws of the State of California, and the proper venue to resolve any dispute shall be in Los Angeles County. In any action to enforce the terms of this agreement, the prevailing party shall be entitled to recover their actual attorney’s fees reasonably incurred together with all costs of suit.

  1. BUYER TERMS AND CONDITIONS

Geoform, Inc. takes exception to some customer terms and conditions, quality clauses, and/or purchase order requirements that are not applicable to our service company, including:

(a) Segregation of non-conforming product.

(b) Material Review Authority.

(c) Product Identification.

(d) Counterfeit Parts Prevention and Control Programs.

(e) Prohibition of processing to informal request, verbal orders, informal purchase request or email instructions.          Geoform may accept such orders on a case-by-case basis.

(f) Validation and control of Special Processes.

(g) The Conflict Minerals law of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(h) Any requirement relating to raw materials or chemicals contained in any part processed by Geoform.

(i) Any requirement relating to defects in design or materials.

(j) Any requirement related to shelf life of materials.

(k) Any requirement relating to services provided directly to customers by our suppliers on behalf of Geoform, Inc.