Standard Terms and Conditions

AGREEMENT TO TERMS & CONDITIONS OF SALE

The following terms and conditions of sale shall apply to all sales of goods and services by Beaker & Wrench Holdings dba and Ace Machine Design LLC Corporation (jointly and severally hereinafter referred to as “Beaker & Wrench”). Purchasers of Beaker & Wrench goods and services shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding upon any of the following: the goods and services referred to herein are delivered to and accepted by Purchaser, any amount of payment has been received, or this document is signed by the purchaser or representative thereof.

1. GENERAL

In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by Beaker & Wrench, the Beaker & Wrench terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon Beaker & Wrench unless made in writing and signed by a duly authorized officer of Beaker & Wrench.

2. ESTIMATES

Unless otherwise stated, a Beaker & Wrench estimate shall be null and void unless accepted by Purchaser within ten (10) days from the date of estimate. Unless otherwise stated in the estimate, quoted prices are subject to change by Beaker & Wrench with or without notice until Purchaser’s acceptance. Prices are always subject to correction for error.

3. DELIVERY TERMS/TAXES

General. Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of Beaker & Wrench’s estimate and Beaker & Wrench’s acceptance of Purchaser’s order. Delivery shall also depend on the prompt receipt by Beaker & Wrench of the necessary information and payment for the goods purchased. Beaker & Wrench may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.

Unless otherwise expressly agreed by the parties in writing, Beaker & Wrench will select the method of shipment of and the carrier for the products. All products acquired under these Terms will be suitable for packaged shipment in Beaker & Wrench’s standard containers, marked for shipment to Purchaser, and made available for the carrier selected by Beaker & Wrench. Beaker & Wrench shall use commercially reasonable efforts to ship products to Purchaser or its forwarding agent on or before the requested receipt date designated in Purchaser’s order. “

Domestic USA shipments. All shipments shall be F.O.B. originating at the headquarters of Beaker & Wrench. Purchaser shall bear the risk of loss from the point of origin of the goods and Purchaser shall be responsible for all custom and duty levies and any and all taxes associated with the goods.

4. FORCE MAJEURE

Beaker & Wrench shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Beaker & Wrench including, but without limitation, acts of God, war, invasion, insurrection, riot , the order of any civil or military authority, fire, flood, weather, acts of the elements, terrorism, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labor disputes, faulty castings or forgings, or the failure of Beaker & Wrench’ suppliers to meet their delivery promises. The acceptance of delivery of the equipment by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.

5. RECEIPT/INITIAL USE OF GOODS

Purchaser acknowledges that during shipping, goods and components of goods may shift, loosen or otherwise require Purchaser to adjust and tighten components of the goods. Purchaser agrees to inspect the goods upon arrival and, prior to use, read the operational manual(s) of the received goods and make such adjustments as may be required for the proper operation and functioning of the goods.

6. LIMITED WARRANTY

Limited Product Warranty. Beaker & Wrench warrants to buyer (the “Product Warranty”) that:

for a period of 1 year from the date of shipment of our products (the “Warranty Period”), each product will materially conform to the specifications set forth in purchase order, manual, or other documented communication that describes specifications shared with buyers and will be free from functional defects preventing normal operation in materials and workmanship, and Buyers will receive good and valid title to all products, free and clear of all encumbrances and liens of any kind.

7. LIMITATION OF LIABILITY

Beaker & Wrench shall not in any case be liable for and the Product Warranty shall not apply to any damages, losses, or claims of any kind, contractual or otherwise, resulting from any of the following: abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Beaker & Wrench; mere presence of the wiped film system or any part thereof; reconstruction, repair or alteration by persons other than Beaker & Wrench or its authorized representative; or has been used with any third-party products, hardware or product that has not been previously approved in writing by Beaker & Wrench.

No Liability for Consequential or Indirect Damages. In no event shall Beaker & Wrench be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of these terms, regardless of (a) whether such damages were foreseeable, (b) whether or not buyer was advised of the possibility of such damages and (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

Maximum Liability for Damages. In no event shall Beaker & Wrench’s aggregate liability arising out of or related to these Terms, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed 100% the total of the amounts paid, and amounts accrued but not yet paid to Beaker & Wrench pursuant to these Terms.

8. INSTALLATION/COMPLIANCE

Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of the Purchaser. In the event that Beaker & Wrench is requested to perform the installation, Beaker & Wrench’s responsibility shall be limited to exercising that degree of skill customary in the trade in installations of the same type. Purchaser shall remain at all times responsible for all other aspects of the work including but not limited compliance with any and all laws and regulations. Purchaser agrees to use the goods for lawful purposes only. The standard rate for on sight installation of goods within the continental US is $7000 per day. IF free installation is included, the Purchaser has 60 days for the ship date to arrange for installation or the standard rate will apply. It is up to the Purchaser to be in compliance with all regulations.

If Purchaser chooses to install themselves, they affirm they are CAPABLE and KNOW HOW TO INSTALL machines and wave Beaker and Wrench of all responsibility for damages caused by incorrect installation.

Excepting specifications, and warranty support, phone calls with Beaker & Wrench may be required to be prepaid at Beaker and Wrench’s current standard consulting rate.

9. TERMS OF PAYMENT

100% is due upon shipment of goods unless lease terms are agreed to prior to shipment.

10. CHANGES AND CANCELATION

There is a 50% restocking fee for canceled orders. Once a unit is shipped there are NO cancellations. Shipping is non-refundable.

11. REFUND POLICY

There are absolutely no refunds for any reason.

12. ELECTRICAL SPECIFICATIONS

Electrical settings specified by the Purchaser are the responsibility of the Purchaser. Beaker & Wrench shall not be responsible or liable for any expenses incurred to remedy the electrical specifications if Purchaser failed to specify the correct electrical settings required to operate the goods purchased.

13. TITLE

Title to the goods or any part thereof shall not pass from Beaker & Wrench to Purchaser until all payments due hereunder have been made. Until payment has been made in full, the goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that Beaker & Wrench may retain all payments which have been made on account of the purchase price as liquidated damages, and Beaker & Wrench’s property, without prejudice to Beaker & Wrench’s right to recover any further expenses or damages Beaker & Wrench may suffer by reason of such nonpayment.

14. INTELLECTUAL PROPERTY & NONDISCLOSURE

Except by the express written consent of Beaker & Wrench, Purchaser agrees not to disclose the terms of any estimate, order or invoice of Beaker & Wrench to any other persons or entities but for Purchaser’s internal staff, accountant and legal representatives to the limited extent that such disclosure is reasonably necessary. Purchaser will not make or cause to be made, any copies, facsimiles or other reproductions and to use all other reasonable means to maintain the secrecy and confidentiality of any and all information provided by Beaker & Wrench to Purchaser.

15. THE AGREEMENT

Delivery. Delivery of these terms and conditions of sale may be made via email or other mutually utilized electronic transmission means, and may be attached to estimates, invoices and/or sales orders, as may be applicable.

Acceptance. An acceptance and confirmation of Purchaser’s order by Beaker & Wrench shall constitute Purchaser’s complete agreement with the terms herein, and shall supersede all previous estimates, orders, invoices or agreements. The terms herein shall prevail over Purchaser’s terms and conditions as may be provided in any documentation submitted by Purchaser to Beaker & Wrench.

Law/Venue. The law of the State of California shall govern the validity, interpretation and enforcement of these terms and conditions of sale and of any contract of which these terms and conditions are a part. The parties hereto consent to the exclusive jurisdiction and venue of the courts sitting in Los Angeles County CA, for the resolution of any and all disputes which may hereinafter arise.

Construction. The title and headings of these terms and conditions of sale shall have no bearing on its interpretation. These terms and conditions of sale shall not be construed against the drafter but shall be deemed mutually drafted.

Waiver. A waiver of any provision herein by Beaker & Wrench shall not constitute a waiver of any other provision nor an ongoing waiver.

Severability. If any term of these terms and conditions of sale is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the party seeking such compensation.

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