Terms and Conditions

General. Plasma Processes LLC., hereinafter called PP, agrees to this order pursuant to the following terms and conditions of sale, which supersede any additional, or inconsistent, terms and conditions of purchase asserted by the Buyer. Any additional or inconsistent terms in any purchase order of the Buyer shall be void. This order constitutes the exclusive and entire agreement between the Buyer and PP. No representation or statement not expressed herein will be binding on PP.

Applicable Laws. The laws of the State of Alabama, USA, govern the rights and obligations of the Buyer and PP.

Jurisdiction. Jurisdiction for any dispute over this quotation, orders, subcontracts, or any goods or services related hereto, shall be exclusively in the appropriate courts of Madison County, Alabama, USA.

Errors. Any and all clerical errors are subject to correction.

Prices. Prices are based on conditions at the time of quotation and are subject to change prior to final acceptance of order.

Taxes. Prices quoted do not include sales, use, excise, or similar taxes. Applicable taxes based on PP’s sale prices shall be paid by the Buyer and will be added to the invoice sales prices in those states in which PP is a registered collection agent (except where exemption certificates are furnished in advance of invoicing to PP by the Buyer).

Interstate Commerce. All acts in fulfillment of this order, which are performed outside of Alabama, are intended as interstate commerce and not as business conducted by PP as a foreign corporation in any other state. All claims and/or rights to the contrary shall not be honored by PP.

Cancellation. Any order(s) resulting from this quotation is not subject to cancellation or change without PP’s written consent, and then only upon agreement to compensate PP for all loss caused by the cancellation or any changes.

Returns for Credit. No returns for credit will be accepted unless the Buyer has obtained PP’s permission in writing, and in advance of return shipment, for each instance.

Terms of Payment. Defects that do not hamper actual operation are not sufficient reasons for postponement of payment. The Buyer shall make service charge payments to PP on all amounts past due at the rate of 1.5 percent per month beginning from the date due until paid in full, or at the maximum rate allowed by law, whichever is less. Goods held by PP beyond delivery date at the request of Buyer will be invoiced on the original shipping date shown herein and Net 30 terms of payment will apply to each invoice date. Such goods will be subject to warehousing charges and other expenses incident to any such delay.

Deductions. No deductions of any nature will be honored unless credit has been previously authorized in writing by PP.

Attorney’s Fees. In the event that Buyer defaults in any of its obligations under this Agreement, then Buyer agrees to pay, on demand, all of PP’s reasonable costs incurred, including reasonable attorney’s fees.

Delivery. Delivery schedules are not guaranteed but are approximate, based on conditions at time of this order, and are subject to unavoidable delays. PP will make reasonable efforts to complete shipment as indicated, but assumes no responsibility or liability for any loss or damage by reason of delay or inability to ship. This order cannot be cancelled for failure to ship, at or near any stated time, or for any reason except by mutual consent. In the event of delay or extended shipping dates, and the Buyer changes shipping instructions, the Buyer, as part of the purchase price, shall pay any additional shipping charges incurred. Unless otherwise agreed upon in writing in this order, PP reserves the right to make partial shipments and to submit invoices for partial shipments in accordance with PP’s standard terms of payment.

Passing of Title and Risk of Loss. Title to and all risk of loss on each unit of goods will pass to Buyer at time of delivery to the carrier, FOB point of shipment Huntsville, Alabama, or at another point of shipment for delivery direct to buyer. In the event of loss or damage during shipment, Buyer’s claim shall be made against the carrier. Claims for shortages must be in writing and must be made within 30 calendar days from date of shipment. In the absence of Buyer directions, goods will be shipped by the method and via carrier determined at PP’s discretion.

Productions and Scheduling. Shipping dates are estimated and based upon PP being promptly furnished with all information, including shipping instructions, enabling it to proceed with processing the Buyer’s order. In the event there is a delay in production, shipment or delivery for any reason caused by circumstances beyond PP’s control, the dates for delivery will be extended for a period of time equal to the time lost by reason for such delay. If delivery is to be made in more than one shipment, and Buyer is in default of its payment obligations for any prior payment, under this order or any other order to PP, PP shall be entitled to cease all production and shipments under this sale until Buyer complies with all of its obligations under this or any other sales.

Quantity. Buyers shall accept and pay for over-runs or under-runs or any specific item up to an amount equal to 10 percent of the quantity ordered.

Gages and Tooling. Any special gages or tools necessary for the inspection of any parts (other than standard inspection tools) must be supplied by the Buyer or constructed or purchased by PP at the Buyer’s expense. Payment for items supplied or purchased by PP will be invoiced to the Buyer with standard payment terms.

Patents. Buyer shall hold PP harmless and indemnify PP for any expense or loss resulting from infringement or patents or trademarks arising from compliance with Buyer’s designs, samples, drawings, and/or specifications now or hereafter forming a part of this contract.

Warranty. PP warrants that the material and workmanship of parts supplied shall be of the type specified in the quotation (or any written amendment thereto). All other express or implied warranties of merchantability or fitness for any particular purpose are hereby disclaimed.

Limitation of Remedies. If there is a defect in the material or workmanship of any item sold hereunder, PP’s sole obligation and Buyer’s exclusive remedy is limited to the repair or replacement (at option of PP) of the item sold to Buyer. PP shall not be liable for any incidental, indirect, special or consequential damages resulting from any defect in the material or workmanship. Any cause of action, including but not limited to breach of warranty, tort, products liability, or strict liability against PP arising from or related to the material or workmanship must be brought within one (1) year from the date of shipment.

Remedies Cumulative. PP’s rights under this quotation are cumulative, and in addition to any other rights available at law or in equity.

Severability. If any part, term, or provision of this sale, order, or these Terms and Conditions shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby. Failure of PP to insist upon strict performance of any of the terms & conditions of this order shall not constitute a waiver of such terms and conditions.