TERMS and CONDITIONS
All sales of material by Service Wire Company are expressly conditioned upon the terms and conditions set forth below. Any additional or
different terms or conditions set forth in the purchase order of the Purchaser or in any similar such communication are hereby objected to
by Service Wire Company and shall not be binding nor effective unless assented to in writing by an officer of Service Wire Company. Terms
and Conditions are subject to change without notice.
Unless otherwise stated, all prices by Service Wire Company are subject to change without notice. Prices do not include sale, use, excise,
value added or similar taxes and, where applicable, such taxes shall be as a separate item and paid by the Purchaser. Any deviation after
placement of order such as changes in quantity or partial release or change in ship dates may increase price.
Delivery commitments are based upon the best information present at time of quotation and/or time of order entry, but may change due to
conditions beyond Service Wire Company’s control. Service Wire shall have no liability whatsoever for failure to meet delivery or shipment
schedules. Delivery must be within 30 days after receipt of order or manufacturing lead time. Extended requested delivery dates are subject
to price revisions or cancellation of the order by Service Wire Company. Service Wire reserves the right to invoice buyer immediately if
customer delays delivery. In addition after 30 days, storage charges will be charged to buyer at a minimum rate of one-half of one percent
of the invoice amount per month. Buyer’s order is accepted subject to Service Wire being able to obtain the necessary raw materials and
subject to government priorities and other government regulations that may be issued from time to time. Availability of items quoted as
“stock” are done so on a “subject to prior sales” basis.
Each shipment shall be deemed to have been sold under a separate and independent contract. Payment is due and Payable thirty (30)
days after invoice date unless otherwise specified. A finance charge of 1 ½% per month will be added to the unpaid balance on all accounts
not paid in full on or before the due date. The finance charge is equivalent to an annual percentage rate of 18%. Time is of the essence
and, in addition to any other rights, Service Wire shall further have the right, at its option, to terminate this agreement without notice to
Buyer if payment is not made on or before the due date or if Buyer becomes insolvent, or if Buyer’s ability to pay debts in the normal
course of business otherwise becomes impaired. If, in the judgment of Service Wire, the financial condition of the Purchaser at the time of
manufacture or shipment does not justify the terms or payment specified, Service Wire reserves the right to require full or partial payment
before manufacture or shipment and to suspend any further performance until such payment has been received.
On all orders, quantities are subject to a quantity variation of plus or minus ten percent (10%) unless otherwise specified or agreed upon.
No credit will be allowed for goods returned without Service Wire’s prior authorization, nor will Service Wire accept responsibility for return
shipping costs. Buyer has a duty to inspect all materials upon receipt and failure to object in writing within seven (7) days of receipt shall
constitute an irrevocable acceptance of the goods and a waiver of any and all claims relating to those goods. Merchandise cut to Buyer’s
measurements, or manufactured to Buyer’s specifications, are non-cancelable and non-returnable.
All Service Wire products are carefully inspected, tested, and packed before shipment and are receipted for by carrier in first class condition.
Should any goods or materials prove defective due to defects in manufacture within one (1) year from invoice date, upon written notice
to Service Wire, such material shall be replaced F.O.B. original destination point. This guarantee covers the cost of replacement of the
product only and does not include the cost for installation, shipping, and handling. In no event will Service Wire be liable to the purchaser
or the ultimate user of its product or any other party, for any damages, including but not limited to, loss of profits, loss of use, cost to repair,
replacement of damaged goods or property; or any other incidental or consequential damages arising out of the use of the product, even
if Service Wire its agents or representatives, has been advised of the possibility of such damages. This warranty is expressly in lieu of all
other warranties expressed or implied including the warranties for labor charges, or merchantability, and of fitness for a particular purpose,
and shall be voided if any work or modification is performed on the product without factory authorization. This limited warranty represents
the complete and exclusive agreement between Service Wire and Buyer concerning warranties of the product and supersedes any proposal
or prior agreement, oral or written, and any communications between Service Wire and Buyer concerning the product.
Orders for Product cut to Buyer’s measurements or manufactured to Buyer’s specifications may not be cancelled. All other orders may be
cancelled by Purchaser based upon payment to Service Wire of reasonable and proper cancellation charges pursuant to Service Wire’s
pricing policy or as determined by mutual agreement.
Any assignment of any contract/order, or any right thereunder, by the Purchaser without the advance written consent of Service Wire shall
Service Wire’s products are designed and manufactured for use in standard industrial and commercial applications. If our products are to be
applied in any location which might be of a hazardous nature, such as atomic installations, commercial or military aircraft, missile installations,
space explorations or other critical applications where a failure of a single component could cause substantial harm to persons or property,
Service Wire disclaims all responsibility. Such concurrence must be signed by an officer of Service Wire Company.
Any of the terms and provisions of Buyer’s order which are inconsistent with the terms and provisions hereof shall not be binding on Service
Wire Company and shall not be considered applicable to the sale or shipment of the merchandise referred to herein. Unless Buyer shall
notify Service Wire in writing to the contrary as soon as practicable after receipt of quotation by Buyer, acceptance of the terms and conditions
hereof by Buyer shall be indicated, and, in the absence of such notification, the sale and shipment by Service Wire of the merchandise
covered hereby shall be conclusively deemed to be subject to the terms and conditions herein. A standard, form purchase order or similar
document shall not constitute written objection to the terms herein. Rather a written objection must be separately stated, and addressed to
“Attn: Credit Manager, Service Wire Company, 310 Davis Road, Culloden, WV 25510,” and must state with particularity those specific terms
to which Buyer objects. In the event this written notice is not timely sent, before shipment or delivery of the product, then Buyer waives any
and all rights to object to the terms herein.
ATTORNEY'S FEES, JURISDICTION AND VENUE
Buyer agrees that in the event there is a dispute between Buyer and Service Wire, each party will pay their individual costs of such
proceedings, including but not limited to attorney fees, court costs and other costs (including without limitation all expert witness or other
fees incurred, and any and all costs charged by any law firm or attorney. Buyer agrees that any and all disputes with Service Wire, including
not just contract but also tort claims, shall be resolved in the state or federal courts situated in Cabell County, West Virginia, and that these
courts shall have the exclusive jurisdiction over all such disputes and Buyer consents to personal jurisdiction in these courts. Any legal
action brought by Buyer against Seller shall be filed in the above referenced jurisdiction within one (1) year after the cause of action arises
or it shall be deemed forever waived.
INTELLECTUAL PROPERTY AND INDEMNIFICATION
Service Wire Company makes no warranty or representation with regard to any patent, trademark, copyright, trade dress, or trade secret,
relating to or claimed to arise from any product sold to Buyer. Service Wire will not and does not indemnify or otherwise hold harmless Buyer
from any claim of misappropriation or infringement of any patent, trademark, trade dress, trade secret, copyright or other rights relating to
any product. Buyer agrees that Buyer will not make any such claim, or seek any such indemnification, and that such a claim or demand by
Buyer constitutes a breach of these Standard Terms, and that Buyer shall pay all attorney fees and other court costs incurred by Service
Wire in defending against any such claim or demand, whether or not a legal action is commenced or filed.