MagneTech Solutions, LLC

Effective Date: 10/27/23

 MagneTech Solutions, LLC Terms and Conditions of Sale Acceptance of Terms: These terms and conditions (“Terms”) apply to all proposals, quotations, and orders for the sale of products by MagneTech Solutions, LLC  (“Seller”). By placing an order with Seller or accepting Seller’s proposal, the customer (“Customer”) expressly agrees to these Terms. Any deviation from these Terms is  only permissible if a written agreement signed by both Seller and Customer accompanies the order.  Rejection of Additional Terms: Any additional, inconsistent, or different terms or conditions contained in the Customer’s purchase order or any other documents are  explicitly rejected by Seller. These Terms exclusively govern the transaction.  Acceptance by Receipt: It is imperative to understand that irrespective of any conflicting provisions in the Customer’s purchase order or other documents, the  acceptance and receipt of the products by Customer constitute a full acceptance of these Terms and an acknowledgment of their binding nature.  Non-Binding Quotations: Seller’s quotations are provided for estimation purposes only and do not constitute binding offers. Unless otherwise specified in the  quotation, all quotations are valid for a period of ninety (90) days.  Correction of Errors: Any clerical or typographical errors in the documents related to the sale are subject to correction. 

 1. Custom Manufacturing and Order Cancellation:  Seller produces all products on a made-to-order basis. In the event that the customer wishes to cancel an order, the customer agrees to assume responsibility for  reasonable cancellation fees. Unless alternative arrangements are documented in writing, products are non returnable. 

 2. Payment and Taxes: The Customer is obligated to remit the purchase price in addition to any applicable federal, state, municipal, or other taxes associated with this transaction, including but  not limited to sales, occupation, use, excise, value-added, and similar taxes. The Customer shall indemnify the Seller against all such taxes and hold the Seller harmless  from any liability arising from them. In the event that tax authorities pursue the Seller for these taxes, the Customer is responsible for resolving such matters.  In the event that production and/or material costs for the Product change subsequent to order acceptance, the Seller reserves the right to modify the price. Any such  alterations will be conveyed to the Customer in writing.  Unless the order specifies alternative terms, payment is due within 30 days from the date of the invoice. In the case of payments delayed by more than 30 days, a  handling fee of $10.00 and a monthly finance charge of 1.5% will be applied.  Failure to make payment within 90 days of the designated due date will be deemed a default. In such cases, Seller retains the right to recover reasonable attorney fees  and expenses incurred in the collection process, should it become necessary to engage legal representation. 

3. Shipment and Risk: Unless otherwise explicitly stated, the Seller will dispatch the Products F.O.B. (where the Customer bears the cost of freight and insurance) at the place of manufacture.  In the case of international sales, the Seller will ship the Products F.O.B. (in accordance with INCOTERMS) at the place of manufacture. The Seller retains the right to  choose the carrier, unless the Customer designates a specific carrier. Once the Products are delivered to the carrier, the title and the risk of loss will transfer to the  Customer.  All shipping fees and any expenses related to special boxing or crating are not included in the contract price and will be billed separately. Any quoted shipment date is  an estimate and may be subject to variation.  Delays in shipment or delivery, regardless of the cause, shall not give rise to any liability for damages, including but not limited to incidental or consequential damages.  By placing an order, the Customer expressly waives and releases any such claims associated with shipment or delivery delays.  

4. Product Warranty: The Seller guarantees that, upon delivery F.O.B. at the place of manufacture, the Products will be free from title defects and will match the description in the order.  However, this warranty (except for title) is limited to defective materials and parts for which the Customer files a claim. This warranty is valid for a maximum period of  one year from the invoice date.  Any claims regarding shortages or defects in material or workmanship must be submitted in writing within ten days from the date of material receipt by the Customer.  The Customer shall not return any Products without first obtaining an authorized return authorization (“RMA”) from the Seller.  If there are no written specifications agreed upon by the Seller and the Customer for the Products, the Seller warrants that, upon delivery (F.O.B. place of manufacture),  the Products will meet the Seller’s Quality Inspection standards in effect on the day of delivery for goods of the same type. In the event that the Customer has received a  Sample or model without specific specifications, the Seller’s warranty is considered fulfilled if the Products conform to either the Sample or the Seller’s Quality  Inspection Standards.  In cases where the Seller and the Customer have mutually agreed upon specifications for the Products in writing, the Seller assures that the Products will conform to  those specifications in all material respects. If the performance of the Product’s specifications depends on a particular target or magnetic field, the Seller’s warranty is  deemed met if the Product satisfies the agreed-upon specification performance on the Seller’s equipment, not necessarily the Customer’s.  The Seller’s warranty does not extend to Products that have been subjected to any of the following conditions: (a) improper installation or storage; (b) accidents,  damage, abuse, or misuse; (c) modifications by any party other than the Seller; (d) abnormal or unusual operating conditions or applications; (e) operating conditions or  applications exceeding the rated capacity of the Products; (f) operating conditions or applications that were not communicated to the Seller in writing before the  agreement date; or (g) a purpose or application different from the one for which they were designed.  The Seller’s liability for defective work or materials is limited exclusively to the replacement or repair of defective goods. UNDER NO CIRCUMSTANCES SHALL  THE SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, whether in contract, tort, negligence, strict liability, or  any other legal basis. This includes, but is not limited to, damages related to personal injury, property damage, lost profits or revenue, lost sales, or loss of product use.  The Seller’s liability for any claim, whether in contract, tort, negligence, strict liability, or any other legal basis, arising from or in connection with the Customer’s order,  shall not, under any circumstances, exceed the purchase price specified in the order.  The warranties detailed above are the sole warranties concerning the Products and substitute all other warranties, whether explicitly expressed or implied. These  warranties replace any implied warranties, including those of merchantability, fitness for a specific purpose, freedom from claims or infringements by others, or similar  implied warranties. 

5. A current copy of this disclaimer is available upon request, and available on our website. 

6. Customer’s Obligation to Defend:  The Customer is obligated, at their own cost, to provide legal defense for any legal action brought against the Seller as a result of the production or sale of custom parts  manufactured according to the Customer’s specifications.  

7. Seller’s Right to Halt Work and Withhold Deliveries:  The Seller possesses the authority to cease work and retain deliveries of all or some of the goods that have been ordered, along with any property linked to the ongoing  work if any payment, as specified in this agreement, is not made promptly in accordance with the agreed terms, or upon substantiated evidence of the Customer’s  inability to fulfill the agreed payment terms. In such an event, the selling price of the labor and materials in process up to that point shall become immediately due and  payable.  Moreover, the Seller retains the right, even following partial shipment, to request from the Customer satisfactory security to ensure the fulfillment of the Customer’s  obligations before resuming the work or proceeding with shipments.  

8. Additional Fees for Approved Modifications:  The Customer agrees to pay supplementary charges for approved alterations or changes to the agreed-upon terms.  

9. Customer’s Approval of Designs:  The Customer shall designate a responsible representative within their company to review and approve all designs created by the Seller. The Seller will rectify any  errors in the designs that are mutually agreed upon, but shall not bear any responsibility for corrections to the final product based on those designs.  

10. Exclusion of Seller’s Liability for Customer-Designed Products: The Seller disclaims any responsibility for the functioning of a product produced in accordance with the Customer’s distinctive design, plans, or specifications. If there  are concerns that the Customer-Designed Products might infringe on any intellectual property or patents, the Customer agrees to release the Seller from any and all  responsibilities and liabilities for any claims, whether alleged or proven, pertaining to patent infringements.  

11. Seller’s Right to Rectify Errors:  The Seller retains the prerogative to rectify any errors in their products and specifications. It is important to note that the Seller shall not be held accountable for any  costs or expenses accrued by the Customer in association with such rectifications.  

12. Customer-Supplied Materials:  If the Customer provides materials, an ample quantity must be furnished to accommodate setup and the customary amount of waste, in addition to the necessary  quantity. Seller shall not be responsible for the cost of these materials unless written approval is obtained in advance. If the Seller is required to inspect materials  supplied by the Customer, there will be a fee associated with this service. The Seller does not provide any guarantee for the functionality of devices that the Seller did  not design.  

13. Reimbursement for Defective Customer-Supplied Material:  In the event that the Customer provides faulty materials, the Seller is entitled to reimbursement for the time and materials expended due to the presence of these  defective materials.  

14. Customer Order Cancellation  The Customer reserves the right to cancel any order before it is shipped, provided that written notice of cancellation is provided to the Seller. In such an instance, the  Customer agrees to compensate the Seller in an amount reasonably assessed by the Seller to cover all losses arising from the cancellation.  

15. Ownership and Maintenance of Intellectual Property and Equipment: Unless explicitly stated otherwise, all intellectual property, designs, dies, tools, gauges, and fixtures produced for the fulfillment of the contract shall remain the  property of the Seller. There shall be no supplementary fees for the preservation, storage, or replacement of said dies, tools, gauges, or fixtures. Nevertheless, following  a period of two years since the reception of any order from the Customer necessitating the use of such dies, tools, gauges, or fixtures, the Seller may subsequently  employ or deal with these items as it deems fit, without any obligation to account for such handling or any resulting proceeds to the Customer.  

16. Jurisdiction and Governing Law: MagneTech Solutions LLC, being a legal entity established in Colorado, stipulates that all transactions covered herein shall be regulated by the laws of the State of  Colorado, United States, without considering or applying its principles or regulations pertaining to conflicts of laws, and without reference to the United Nations  Convention on the International Sale of Goods of 1980 (along with any subsequent amendments or replacements). Any dispute that remains unresolved by the parties  shall fall under the exclusive jurisdiction of the courts situated in Colorado.  

17. RoHS Compliance Responsibility: Unless explicitly specified in the Seller’s Product Specifications Sheet, the Seller’s products may include lead in the solder, and as such, they might not adhere to RoHS  (Restriction of Hazardous Substances) compliance. It falls entirely upon the Customer to ascertain whether they necessitate the Seller’s Products to be RoHS compliant.  Customers are required to communicate this requirement in written form and obtain written confirmation affirming that the product adheres to RoHS compliance. The  Seller exclusively guarantees that products designated as RoHS compliant fulfill this certification. The Seller disclaims any liability related to misunderstandings,  misuse, or misrepresentations of non-compliant products.  

18. Tariffs and Material Price Adjustments: If any raw materials acquired by the Seller for use in the Customer’s Products encounter unforeseen taxes, tariffs, or unconventional price increases, the Seller retains  the right to provide new price quotations for any products impacted by the escalated material expenses. This price re-quotation authority remains valid, even if the  original quotation falls within the “Quote Valid” duration or has been accepted and is part of a pre-scheduled “Blanket” agreement.  In the event that the Customer opts to cancel an existing order in response to the revised quotation, the Customer must communicate this cancellation in writing.  Furthermore, the Customer shall bear the financial responsibility for all labor time and materials acquired by the Seller against the open orders prior to the written  cancellation