Terms and Conditions

Simulator Product Solutions LLC Terms and Conditions

ACCEPTANCE OF PURCHASE ORDER

Acceptance: Acceptance of purchase orders by Simulator Product Solutions LLC (“Seller”) does not constitute acceptance of any terms and conditions contrary to those contained herein, unless such modified terms and conditions are specifically acknowledged in writing by the Seller. All purchase orders at minimum should specify a purchase order number, bill to and ship to addresses, method of shipment, desired delivery date or dates, payment terms acceptable to Seller, contact name, and phone number.

Acceptance of Purchaser Furnished Documents and Hardware: All specifications, drawings, artwork, etc., delivered to Seller pursuant to an accepted purchase order shall be complete and of sufficient detail and quality to allow design and/or production. The Seller shall not be held responsible for purchaser’s supplied specifications, drawings, artwork, etc., which do not meet commercially reasonable design and/or performance specifications. The Seller reserves the right to inspect all such documents and determine whether they comply with this provision and may request modifications to be provided in order to comply with the provisions of this paragraph.

Change Order Instructions: Prices quoted assume that the Seller is free to design and/or manufacture the parts specified in the purchase order in the most efficient and economical manner possible. Purchase order instructions, such as engineering changes, hold orders, and changes in delivery schedule, which increase the Seller’s cost, may require price increases and/or additional charges imposed by Seller after Seller’s acceptance of the purchase order. Any special conditions require written acceptance by the Seller. Seller will notify purchaser, in writing, of any such price increases and/or additional charges as appropriate.

SHIPMENTS

Shipments: Shipments, deliveries, payment terms, and performance of work shall always be subject to the approval of the Seller. The Seller may, at any time, decline to make a shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to the Seller. Delivery dates are best estimates only. Delivery delay or default on any installment shall not relieve the purchaser of its obligation to pay for remaining deliveries. Claims for shortages must be made in writing by purchaser within 30 days after delivery.

Method of Shipping and Shipping Costs: Unless otherwise specified by the purchaser, the Seller reserves the right to determine the method of shipment. All shipping costs shall be the responsibility of the purchaser. All shipments shall be FOB Seller’s manufacturing plant in Carson, California and shall be made at purchaser’s risk. Insurance, if requested by the purchaser, shall be obtained by Seller at the purchaser’s cost.

Time frame of shipping: Unless otherwise agreed upon and confirmed in writing, items scheduled for shipment are not subject to revision, reschedule or termination within 30 days prior to agreed shipment date. Custom products are not subject to reschedule or termination.

PRICES

Prices: All prices quoted by the Seller are net prices. Prices do not include applicable taxes, customs duties, or other potential governmentally imposed items. Purchaser shall timely pay any taxes owing on items sold. List prices are subject to change without notice. Seller’s payment terms are as specified on Seller’s quotation.

ORDERS

Orders: All orders are considered non-cancelable and non‐returnable.

RESCHEDULE/CANCELLATION

All orders placed with Seller are subject to cancellation charges. No cancellation for default shall be effective unless Seller shall have failed to correct such alleged default within 45 days after receipt of written notice from the purchaser specifying the alleged default.

LIMITED WARRANTY

Warranty: Seller warrants to the original purchaser, for a period of one (1) year from the date of shipment from Seller, each item to be free from defects in material and workmanship unless otherwise stated. Seller’s obligation and the purchaser’s sole remedy for any breach or violation of this agreement is limited to adjustments, repair or replacements for parts which have been promptly reported by the purchaser as having been in its opinion, defective solely as a result of materials used or workmanship issues and so found by Seller upon inspection. All replacement parts will become the property of the Seller on an exchange basis. This warranty will not apply if such adjustment repair or parts replacement is required because of accident, neglect, misuse, failure of environmental controls, transportation damage, or causes other than normal use all of which are outside the control of Seller. Batteries, if any, are warranted for 30 days from date of shipment from Seller.

If during the warranty period a defect should impair the performance of the item purchased, Seller agrees, at its option, to repair or replace the item or its defective components F.O.B. Seller at 21818 S. Wilmington Ave, Carson, CA 90810 or at another Seller facility at Sellers’s option. To obtain service under this warranty, the original purchaser shall notify Seller at the above address or by telephone at 310‐830‐3331 and provide information about the defect or impairment of performance. Seller will then supply the purchaser a Return Material Authorization (“RMA”) number. This RMA number must be attached to the equipment sent back for warranty repair. Equipment must be shipped back to Seller prepaid. No collect shipments will be accepted.

Seller shall be excused from supplying warranty service if the item’s tamper evident seals have been broken, the case has been opened, has experienced abnormal and non-commercially reasonable in-service wear and tear, or if the item has been subject to unauthorized repair. All service outside the scope of this warranty shall be paid for by the purchaser at Seller’s rates in effect at the time of the repair. Seller will not perform any repairs outside of the warranty without written authorization by the purchaser. If the repair is a warranty repair, Seller will ship the unit back to the purchaser, by a method determined solely by Seller, prepaid. If the purchaser requests any other means of transportation, it shall be at the purchaser’s expense.

The purchaser will be responsible for assuring the proper installation, use, management, maintenance, and supervision of the items purchased. Purchaser specifically acknowledges that Seller will not be liable for any personal injury or property damage caused by the item(s) purchased from Seller.

The forgoing warranties are in lieu of all other warranties, express or implied including without limitation warranties of merchantability and fitness for purpose. In no event shall Seller be liable for loss of profits, loss of use, or any indirect, consequential or incidental damages. Purchaser agrees that Seller will not be liable for any damages caused by the purchaser’s failure to fulfill any of the purchaser’s responsibilities set forth herein.

OTHER TERMS

Venue: These terms and conditions shall be governed and construed in accordance with the laws of the State of California, and any dispute arising in connection thereof shall be exclusively litigated in either the United States District Court for the Southern District of California or the Superior Court of California, County of Los Angeles.

Rights: In the event either party shall on any occasion fail to perform any portion of these terms and conditions and the other party refrains from or fails to enforce that term, the failure to enforce on that occasion shall not prevent or waive the right to enforcement on any other occasion.

Changes: In the event of any purchaser desired change in schedule, engineering, change orders, or other special requirements, additional terms and conditions may apply.

Litigation: In the event of any litigation, including appellate proceedings, arising out of any breach of these terms and conditions, the prevailing party shall be entitled to recover reasonable attorney’s fees and court costs, as well as interest at the highest rate permitted by law unpaid balance owed to Seller.

Assignability: These terms and conditions and any related purchase order may not be assigned without the express written consent of the party affected and shall be binding on the heirs, successors and, where applicable, assigns. Seller reserves the right to assign, upon written notice to purchaser, all or any part of its rights and/or obligations hereunder to any Seller corporate affiliate or an authorized distributor without purchaser’s prior consent.

Force Majeure: Seller shall not be liable for its failure to perform any of its obligations relating to an accepted purchase order during any period in which such performance is delayed by fire, flood, war, embargo, strike, hurricane, tornado, earthquake, riot, labor disputes, shortage of materials or supplies, transportation delay, intervention of any governmental authority, or any other unforeseen circumstance outside of the control of Seller.

Indemnification: Purchaser agrees to indemnify, defend, and hold Seller harmless from all liability resulting from any claim of patent infringement brought against Seller based on designs and/or schematics supplied by purchaser or based on components requested by or supplied purchaser. Purchaser shall defend such action as its expense and will pay all costs and damages awarded in any such action.

Entire Agreement: These terms and conditions are intended by the parties to be incorporated by reference in any Seller supplied quotation or accepted purchase order unless otherwise set forth in writing by Seller and purchaser. Any modification to these terms and conditions must be in writing signed by both purchaser and Seller.

Use Restrictions: Unless otherwise specifically set forth in writing by Seller, purchaser acknowledges that all of Seller’s products are intended for simulation use only and are not authorized for use in systems or applications posing a risk of personal injury. Purchaser hereby represents and warrants that all Seller’s products purchased will not be used in any unauthorized applications.

Confidential Information: All drawings, diagrams, specifications, and other materials furnished by Seller to purchaser are confidential as they relate to the design, use and service of items to be furnished by Seller, and all such information are proprietary to Seller and shall remain the sole and exclusive intellectual property of Seller. Purchaser may not reproduce or distribute such materials except to purchaser’s employees who have a need to obtain such information as part of their duties. All such materials relating to the articles supplied directly by Seller, except information that may be established as public domain or disclosed pursuant to judicial or government action, shall be received in confidence, and purchaser shall exercise the same care in protecting such information as purchaser does with its own proprietary and confidential information for so long as such information remains in purchaser’s possession.

Government Contract Conditions: If purchaser’s purchase order contains a U.S. Government contract number and orders products to be used in the performance of said contract, those clauses of applicable U.S. Government procurement regulations, mandated by Federal Statute to be included in U.S. Government subcontracts, shall be incorporated herein by this reference.

Limitation of Liability: No action shall be brought against Seller for any breach of these terms and conditions after the original warranty expiration date, or any agreed extension in connection with an RMA.