TERMS:
Net 30 days. 1% discount applies if invoice is paid within 10 days. A "late payment" charge of 2% per month will be made on all monies due more than 30 days after invoicing. Invoice will be submitted when the product is shipped or the services are supplied. Invoices for tooling, raw materials, and custom annealing are payable upon invoicing and are not subject to discount. NOTE: Terms pending credit approval.

Buyer may terminate this contract in whole or in part upon notice in writing to the seller. The buyer shall pay the seller (1) the contract price for all products which have been completed prior to termination; (2) the cost to the seller of the material or work in process as shown on the books of the seller in accordance with accounting practice consistently maintained by the seller plus a reasonable profit thereon, but in no event more than the contract price. The buyer shall advise the seller promptly concerning the disposition of the termination inventory; failing in this, the seller shall have the right, thirty days after termination, to store the inventory for the account of the buyer.

TAXES:
The quoted prices do not include state or local sales, duties, use, excise or similar taxes. To avoid any inconvenience, please supply us with one of the following documents:
1. A tax exemption certificate from your state or
2. A statement on your order or letterhead that your firm will pay the appropriate state use tax in accordance with the current tax laws of your state.
Unless we are provided with one of these documents, any such taxes imposed upon Magnetic Metals will be added to our invoice by a separate item.

WARRANTY:
Seller fully warrants that product, service, repair or parts supplied shall conform to the description in the quotation and agrees to repair or replace F.O.B. shipping point, any product that fail due to defects in material or workmanship. In the event the material to be furnished hereunder is claimed to be defective, the seller shall be given ample opportunity for inspection, or, upon request shall be immediately furnished with a sample of such material. The seller shall not be liable for any transportation or installation charge, fabricating or other expense, or for any loss or damages of any kind, whether arising from delay, breach of warranty or any cause whatsoever. Seller shall not be liable for any loss or damage of any kind through processing or assembly operations performed at the buyer's request to parts not originally produced by the seller. All materials shall be furnished subject to the seller's standard manufacturing and commercial variations and practice. Any claims must be made within thirty days after receipt of the material shipped hereunder. THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AND SPECIFICALLY EXCLUDED, BUT NOT BY WAY OF LIMITATION, ARE THE IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE AND MERCHANTABILITY

IT IS UNDERSTOOD AND AGREED THAT SELLER’S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED AND BUYER’S REMEDY IS LIMITED TO EITHER (i) REPAIR OR REPLACEMENT OF THE DEFECTIVE PARTS F.O.B. SHIPPING POINTS OR CORRECTION OF DEFECTIVE SERVICE OR REPAIR, OR AT SELLER’S OPTION (ii) RETURN OF THE PRODUCT AND REFUND OF THE PURCHASE OR SERVICE PRICE. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE MATERIAL, SERVICE, REPAIR OR PARTS IS A CONSIDERATION IN LIMITING SELLER’S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS OF THIS AGREEMENT MAY BE BROUGHT BY PURCHASER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. THE WARRANTY FOR THE MATERIAL, SERVICE, REPAIR OR PARTS PROPOSED IN THIS QUOTATION IS AS STATED IN THE ABOVE PARAGRAPHS. IT IS NOT RE-STATED--NOR DOES IT APPEAR IN ANY OTHER FORM.

PATENT INDEMNITY:
In the event of a claim against the Purchaser which charges that the products purchased from Magnetic Metals infringes a U.S. patent subsisting when the product was shipped, Magnetic Metals shall, at its sole option, procure for the Purchaser the right to use the product; or replace the product with non-infringing product; or modify the product to be non-infringing; or remove the product and refund the purchase price, at the rate of fifteen percent (15%) per year; or defend, at its own expense, all suits instituted against the Purchaser insofar as same are based upon any claim that the Purchaser's operation of the product, or any part thereof, is an infringement of a U.S. patent under the proviso that: (a) Magnetic Metals be notified, in writing, by Purchaser promptly upon assertion of claim; (b) Magnetic Metals is given authority by Purchaser to assume full and exclusive control of the defense and settlement of the claim or suit; and (c) Purchaser provides all information and assistance to Magnetic Metals, at Purchaser's expense, as is reasonably necessary for the defense of the claim or suit. Magnetic Metals may, at its option, intervene in any suit or action brought against the Purchaser on such claim.

THE FOREGOING STATES Magnetic Metals' ENTIRE LIABILITY FOR CLAIMS OR PATENT INFRINGEMENT.
Magnetic Metals shall have no liability whatsoever if the claim of infringement arises out of Magnetic Metals' compliance with Purchaser's specifications. Magnetic Metals shall have no liability whatsoever if a claim of infringement is based upon the Purchaser's use of the product as part of a patented combination where the other elements of the combination are not supplied by Magnetic Metals, or in the practice of a patented process.

SECURITY INTEREST:
Magnetic Metals will retain a security interest in the product described on this document until the full purchase price and any charges enumerated on the invoice or invoices are paid. The customer's failure to pay any amounts when due will give Magnetic Metals the right to possession and removal of the product any time upon giving at least 10 days prior written notice. Magnetic Metals' taking of such possession will be without prejudice to any other remedies Magnetic Metals may have. The title to the product will pass to the customer upon shipment from Magnetic Metals, At the request of Magnetic Metals, the customer will join with Magnetic Metals in executing one or more financing statements or other documents reasonably required by Magnetic Metals to protect the Magnetic Metals' security interest in a form satisfactory to Magnetic Metals.

INSURANCE:
Buyer represents that they have a program of Insurance which adequately protects their interest, and that of their employees and agents, including damage to plant, property and equipment, personal injury of any kind, directly or indirectly related in any way to the equipment, service, repair or parts supplied by Seller. Accordingly, Buyer waives any claim against Seller for the foregoing, and on behalf of its Insurance Company, any right of subrogation in connection therewith.

LAW:
This Agreement shall be governed by the internal laws of the State of New Jersey, USA, and any claims arising hereunder shall be prosecuted in the United States District Court having jurisdiction of causes of action arising in the District in which Magnetic Metals is located.