General Terms and Conditions of Sales All sales are subject to the following terms and conditions and only these terms unless expressly agreed to otherwise in writing: 1. Any invoice that is 15 days or more past due is subject to a 10% late penalty fee, interest charges of 1.5% per month, or the amount permitted by law, whichever is greater. Title does not pass to our customers until payment is received in full. Payment terms are conditioned upon customers remaining current on all invoices with WILSCHUR and the delivery of any goods, or the performance of any service is conditioned upon timely payment of any and all invoices. Goods not accepted within 10 days of tender will be subject to a monthly storage fee of 15% of the purchase order price and all interest and penalties will accrue as if the goods were delivered. 2. Delivery dates are approximate and will not be strictly adhered to unless expressly agreed to in writing by WILSCHUR. Delivery is subject to prior sale, machinery breakdowns, force majeure, or other causes beyond the control of WILSCHUR, is contingent upon the availability of parts or materials, or may be affected by requirements or regulations of any government entity. Delivery of quantities within 10% of the amount ordered constitutes substantial compliance. Our customers must inspect all parts and notify WILSCHUR in writing within 10 working days after receipt of goods for any claims for defective parts, workmanship, incomplete shipments, or price discrepancies. No goods will be accepted for return by WILSCHUR without written authorization. Our customers assume the entire risk for loss or damage that my be related to transportation by a common carrier, regardless of the contents of a bill of lading, or whether title to such goods has passed. 3. WILSCHUR guarantees that all parts delivered conform substantially to the written specifications provided by our customers, but we are not responsible for errors in manufacturing that are made pursuant to oral instructions or illegible drawings. We require our customers to provide us with legible hard-copy drawings delivered in person, by electronic data or via U.S. Mail. Arrangements must be made in advance prior to accepting any electronic files. Our customers assume full responsibility for the legibility or interpretation of drawings and any disputes relating to such will be decided in our favor so long as there is a reasonable basis supporting our interpretation of a customer's drawing. Our warranty is limited solely to repairing or replacing nonconforming parts, and we are not liable for cover, incidental, or consequential damages incurred by our customers or any of its customers. WILSCHUR does not make any other guarantees, and expressly disclaims any and all implied warranties such as Fitness For a Particular Purpose and Merchantability. WILSCHUR is a fabricator and does not offer design or engineering services and any references that WILSCHUR makes regarding material types, processes, components, hardware, or finishes is made only as a suggestion as to availability and shall not be construed as a design specification or recommendation. Our customers assume full responsibility for testing, and evaluation to determine the suitability of any part for its intended application. WILSCHUR does not warrant or guarantee that any parts, services, or workmanship provided by WILSCHUR or any subcontractors conforms to any governmental specification or law, or the specifications or requirements of any public or private association, trade union, organization, or certifying entity. 4. Our customers must indemnify and hold WILSCHUR harmless from and against any and all claims, damages, losses, and expenses (including reasonable attorney fees and costs), arising out of, or related to, any and all product liability claims by any third party for personal injury, death, or property damage that is not a direct result of negligent, reckless, or intentional conduct that is solely attributable to WILSCHUR. 5. Our customers guarantee that they own all the intellectual property rights, have a license for use, or is otherwise legally entitled to authorize the manufacturing and fabricating of all the parts that are the subject of an order and that none of the parts knowingly infringe upon any other parties’ design or intellectual rights. Our customers agree to indemnify WILSCHUR for any reasonable costs, including attorney fees, and for damages that may be incurred in the defense of any such claims made by third parties. 6. Any tooling, fixtures, materials, procedures, processes or manufacturing notes that are used in the manufacturing or fabrication of parts contained in an order are the sole property of WILSCHUR, unless supplied by a customer, or is expressly provided for otherwise under a written agreement. In the event a customer cancels any order, or modifies quantities, at WILSCHUR'S option, that customer is obligated to pay one of the following: (i) expectancy under the contract; (ii) WILSCHUR'S costs for materials and labor plus 25%; or (iii) 15% of the amount canceled. 7. All orders shall be governed by and construed in accordance with the laws of the State of California and the only convenient forum for settling disputes arising from any order shall be Orange County, California. Any omitted or inconsistent terms of an order or this Agreement shall be supplemented or substituted with applicable terms contained in the California Commercial Code. The prevailing party shall be entitled to reasonable attorney fees and costs that are incurred as a result of, or arising from, a controversy or enforcement of the terms contained herein, or otherwise related to an order placed with WILSCHUR. In the event any term or clause contained herein is found to be unenforceable in a court of law, the remaining terms shall remain in full force and effect. 8. No modification of the terms and conditions specified herein shall be binding upon WILSCHUR unless agreed to in writing. Any modification or waiver of specific rights contained herein shall not have the effect of waiving any other right or remedy contained herein or that is otherwise available under common law or statutory law. Any additional or inconsistent terms contained on a customer's order form will not be considered as terms of an agreement with us unless agreed to in writing by us. WILSCHUR has the right to terminate this order upon 10 days written notice in the event a customer files for bankruptcy under the United States Bankruptcy Code, becomes bankrupt or insolvent, defaults on a secured obligation, has a receiver appointed, or sells substantially all of its assets. 1035 South Linwood Santa Ana, CA. 92705 (714) 564-3351 Fax (714) 835-6372