ARCMATIC TERMS AND CONDITIONS OF SALE

Terms of Payment

Payment is due 30 days after date of invoice on all items shipped against an order unless otherwise noted in writing by Arcmatic. Past due invoices will be subject to a late payment penalty, not to exceed 2% per month (25% APR).  All payments must be in US dollars.

All accounts in arrears 60 days after date of invoice will be deemed non-collectible.  In such cases, Buyer shall pay to Arcmatic, in addition to the amount owing, all costs and expenses (including, but not limited to any fees and disbursements of legal counsel) incurred by Arcmatic in collecting any amount payable by Buyer to Arcmatic under these terms and conditions. Such ‘accounts will lose their “open account” status and all future orders will be shipped C.O.D. basis, or where deemed necessary a bank draft will be required. 

Made to order Welding Systems exceeding $25,000, will require a 50% down payment with placement of the Purchase Order.  After the equipment finished and ready for shipment, the Buyer’s engineering representative(s) must witnessed a “pre-agreed upon performance and acceptance demonstration” of the equipment described in the Purchase order, the Buyer’s engineering representative(s) must sign an “Order of Acceptance”, stating that the Arcmatic has fulfilled all the terms described in the Purchase Order.  After this document has been signed, the second 40% progress payment must be paid prior to shipment.  The remaining 10% final payment will be due to Arcmatic within 10 days of the receipt of equipment in the Buyers plant.

 Export shipments shall require an irrevocable Letter of Credit ("L/C”) fully negotiated and in form satisfactory to Seller before the start of Arcmatic’s manufacturing process.  L/C’s must be payable at sight. Delay in shipment (port acceptance) shall be the sole responsibility of Buyer. Arcmatic reserves the right to with hold shipment on expired L/C’s until properly renegotiated.  Other acceptable payment options for export shipments include, at the sole discretion of Arcmatic, a Draft against Payment or a Draft against Acceptance.

Prices

Arcmatic’s published prices are subject to change without notice. Back-order shipments will be billed at prices in effect as of the date of original order. Price changes are effective on a specific date and orders received on or after that date will be priced at the revised price. Prices delivered by quotation are subject to the terms and conditions of the quotation and are effective for 60 days unless otherwise noted in the specific quotation.

Taxes

The purchase price to be paid for the goods does not include any applicable federal, state, county or local taxes. Arcmatic shall add all applicable taxes to the purchase price.  All taxes owed to the Buyer shall be paid to Arcmatic, on demand  (except for any tax payable on Arcmatic’s income)

Order and Acceptance

Orders are subject to acceptance by Arcmatic. Arcmatic will accept no order below $75.00.  Any order not meeting this minimum will be billed at $75.00.

Arcmatic’s “offer to sell” is expressly limited to the terms and conditions of sale contained herein and exceptions to such terms and conditions of sale such as those stated on Buyer’s purchase orders or any other writing of Arcmatic or Buyer will not be accepted unless specifically agreed to by Arcmatic.

All orders placed, including quotations or other contractual agreements, will require a Purchase Order from Buyer subject to the terms and conditions set forth herein. Delivery dates are subject to the conditions of the quotation and failure to meet such delivery dates by Arcmatic does not constitute cause for cancellation by Buyer and/or damages of any character.

Any order cancelled by Buyer, after the Buyers engineering representative(s) have signed the “pre-agreed upon performance and acceptance demonstration” (and the second progress payment of 40% has been received by Arcmatic), shall be subject to a cancellation charge.  This cancellation charge shall be equal to 50% of the total Purchase Order price to recover cost for associated expenses incurred by Arcmatic to build equipment specifically manufactured for the Buyer.

Buyer’s inability to accept machine shipment will necessitate additional charges to Buyer for storage and handling and shipping, as may be necessary.

Installation, Operation, and Acceptance Tests

Process Equipment, manufactured by others and supplied to Arcmatic, will be mounted according to manufacturers instructions, or as modified and detailed by Buyer. Any desired changes, other than to meet the original agreed upon plan will be subject to additional charges. Arcmatic shall not be responsible for operation characteristics nor performance of any Process Equipment, other than for any departure from the agreed upon installation plan, as expressly acknowledged in writing by Arcmatic in response to Buyer’s Purchase Order.

Arcmatic warrants its welding systems and components to be free of manufacturing defects in workmanship for a period of 12-months (one Year).  If any defects occur from normal use of the equipment, Arcmatic will repair, or replace the defective equipment.  Equipment damaged as a result of improper use, neglance, misuse, will not be covered by Arcmatic’s warranty.  Defective equipment should be returned to Arcmatic for repair.  Every effort will be made by Arcmatic personnel to replace defective equipment within a 7-day period.  If travel and lodging are required to make warranty repairs.  Arcmatic will provide all labor (free of charge) during the warranty period.  However, travel and lodging expenses will be billed to the Buyer “at Arcmatic’s cost” during the warranty period.  Invoices shall be rendered and deemed payable upon passing of title.

At Buyer’s request, purchased equipment can be fully set-up in Arcmatic’s shop for demonstration and acceptance test, at additional charge. Such tests will consist of a demonstration of electrical and mechanical functions. In the event of such tests, acceptance of the equipment at this demonstration will constitute authorization for the second 40% progress payment, prior to shipping to the Buyer’s plant.

Other than the circumstances referred to above, installation and basic operations training will be performed by Arcmatic at the request of Buyer at the Buyers chosen location, and upon such other terms and conditions agreed to between Buyer and Seller at the time of the contractual agreement.  Additional training and weld procedure development will be charged at a rate of  $150 per hour.  If training and weld procedure development must be performed at the Buyers location, additional charges well be made for travel and lodging expenses – billed at Arcmatic’s cost.

Freight Policy

All shipments are F.O.B. point of original shipment unless otherwise expressly stated. Delivery to a common carrier or licensed trucker by Seller constitutes delivery to Buyer with all risk of loss or damage being borne by Buyer. All costs and expenses incurred by Buyer or Arcmatic in connection with packing, shipping, insuring and unpacking shall be borne by Buyer. All claims against a carrier are the responsibility of Buyer.

Notwithstanding the above, ground transportation charges will be prepaid and absorbed by Seller only under the following conditions: 

When partial shipments are made, the above conditions will apply to all shipments. Drop shipments are excluded from the above policy.  All other products of Seller is excluded from the fore mentioned freight policy, unless otherwise noted. All other freight charges will be borne by Buyer.

Return of All Products

No item shall be returned to Arcmatic for replacement, repair, or credit without an

Return Authorization Number (RAN) issued by Arcmatic in writing unless, otherwise noted An RAN must appear on the shipping label and packing list. All freight is to be prepaid. All products must be current and should be in the original packing with all auxiliary components. Internal packing must be used to protect the product, If the returned products is not in salable condition, a refurbishing charge shall be charged to Buyer Normal restocking charge for current product is 25%. Other than for warranty, all returns must be made within 30 days of receipt of the product. Special order items are not returnable.

Factory Field Service - Non-Warranty

Seller reserves the right to apply service charges where an “on-site field visit” by an authorized Arcmatic factory personnel is required.  A factory coordinator will schedule the call and supply the applicable service rate of, $150 per hour.  A Purchase Order will be required to initiate the service call. For warranty service policies, please consult Seller’s standard warranty conditions.

Indemnification

Buyer shall indemnify Arcmatic, and hold Arcmatic harmless from and against all awards, costs, expenses and damages incurred by or awarded against Seller in, during or as a result of any action, claim, proceeding or suit resulting from or relating to the goods to be delivered by Seller hereunder, including, but not limited to any award, cost, expense or damage incurred in connection with the use of any design, trademark, trade name, or part thereof, appearing on the goods at Buyer’s request.

Force Majeure

Seller shall have no responsibility for, and shall incur no liability to Buyer for, any failure or delay of performance by Arcmatic with respect to any obligation arising hereunder if such failure or delay directly or indirectly results from war, riot, embargo, emergency, law, regulation, labor-management dispute, abnormal operating conditions, interruption of power. Communication or transportation facilities, fire, explosion, natural disaster, or any other contingency whatsoever beyond Seller’s reasonable control.

Failure, Delay or Waiver

No failure of Arcmatic to exercise, and no delay by Arcmatic in exercising, any right or remedy under these terms and conditions shall constitute a waiver of such right.  Such remedy or any other right or remedy under these terms and conditions. No waiver by Arcmatic of any right or remedy under these terms and conditions shall be effective unless in a writing signed by Seller and any such waiver shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future or of any other right or remedy under these terms and conditions.

Severability

Whenever possible, each provision of these terms and conditions shall be interpreted in such manner as to be effective and valid under any applicable law or regulation. If, however, any provision of these terms and conditions shall be prohibited by or invalid under any such law or regulation, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder thereof or any of the remaining provisions of these terms and conditions.

General

These terms and conditions (a) may not be amended orally or by any course of conduct pursued by Arcmatic or Buyer but may be amended only by a written agreement executed by both Arcmatic and the Buyer, (b) shall be binding upon and inure to the benefit of Arcmatic and the Buyer and each of their legal representatives, successors and assignees: provided, however, that no right under these terms and conditions may be assigned by either party (c) shall be governed by, and interpreted and construed in accordance with, the laws of the State of California, and (d) constitute the entire agreement between Arcmatic and the Buyer with respect to the matters dealt with herein, and supercede all oral and written proposals, representations, understandings and agreements previously made or existing with respect to such matters.