TERMS AND CONDITIONS OF SERVICE

Terms and conditions of service for deliveries worldwide effective on all orders accepted by Firmetal Co., Ltd.

1． CONTRACT FORMATION

The Purchase Order contains all the terms and conditions of Firmetal's agreement with the Buyer. No other term or condition shall be effective unless in writing and signed by Firmetal and the Buyer, and no variation of Buyer's order shall be accepted unless in writing approved by Firmetal.

2. TERMS OF PAYMENT

For orders placed with Firmetal, invoices will be issued at the time of order placement and payment will be made in legal currency unless otherwise expressly agreed in writing. Acceptance of any order or specification and payment terms of all sales and orders are subject to approval by Firmetal. Payment terms are T/T in advance unless otherwise stated in a written agreement signed by the authorized responsible person. Unless otherwise stated in the contract, all products delivered to Buyer remain the property of Firmetal. Alternatively, if such retained title is void or unenforceable under law or regulation, Firmetal shall have and retain the security interest and lien. Products until Firmetal has received full payment from Buyer.

3. SHIPMENTS AND DELIVERY

Firmetal shall have no duty to obtain or maintain insurance on products sold to Buyer when the products have been delivered to the appropriate carrier for shipment to Buyer, properly handled or accompanied by an appropriate bill of lading, whether freight prepaid or not. Unless specific shipping instructions are received from Buyer prior to the date of shipment, Firmetal reserves the right to use its discretion in selecting the method of shipment. Additional shipping costs incurred at the buyer's request will be borne by the buyer. Shipment dates given by Firmetal prior to actual shipment are estimates only.

4. BUYER’S DUTY TO INSPECT

Buyer must promptly inspect all shipments of product for shortages, compliance with Buyer's purchase order (if any), and defects. If the product appears not to conform to Buyer's purchase order, if any, or is defective upon receipt, Buyer shall cease use and notify Firmetal immediately of such circumstance and provide Firmetal with a reasonable opportunity for inspection. Claims for shortages or incorrect charges must be made within 15 days of receipt of product or they will not be processed. Products may only be returned to Firmetal with prior authorization from Firmetal. And only for repair of non-conformities or defects found upon receipt, due to a shipping error by Firmetal or within the warranty period. Damage occurring at the Buyer's location, such as during inspection, handling and repackaging, shall be the Buyer's sole responsibility.

5. RETURNS AND REGUNDS

Buyer must provide Firmetal with a written request to info@firmetal.com or responsible sales in order to obtain Firmetal's approval for any material return. Firmetal may, in writing, grant Buyer's request to return or choose not to grant such request.

6. PRICES; TAXES

All quotations and accepted orders are based on Firmetal prices in effect at the time of shipment, unless expressly agreed otherwise by Firmetal in writing. All prices are subject to change without notice prior to Firmetal's acceptance of the purchase order. Any taxes or charges that Firmetal may be required to pay or charge will be borne by the buyer. Unless otherwise stated, prices do not include insurance, customs duties, Taxes and similar charges at Firmetal factory or warehouse or shipping charges.

7. PACKAGING

The stated prices are based on Firmetal's standard packaging. Firmetal reserves the right to pack material on pallets, bulk or individual cartons. Packaging will be standard commercial packaging and acceptable to commercial carriers. Special customer packaging is provided only when specified and described herein, and its expense shall be born by the buyer.

8. CANCELLATION, ALTERATION OR DELAY

Requests by Buyer to cancel or change an order or to temporarily or permanently stop work or deliveries must be in writing and any request purporting to accept any such request by Firmetal must be attested to by a handwritten signature of an authorized official of Firmetal so as to be enforceable against Firmetal. Firmetal reserves the right to accept or reject any such request and to set additional fees and other conditions for approval of the request. Any such additional charges will be due and payable 30 days after Firmetal has notified Buyer. All products, parts or materials ordered or held by Firmetal at Buyer's request shall be at Buyer's risk and expense. Firmetal, at its sole option, will invoice Buyer for all costs and expenses arising from such requests. Such invoices shall be due and payable within 30 days of issue.

9. QUANTITIES

Requests by Buyer to cancel or change an order or to temporarily or permanently stop work or deliveries must be in writing and any request purporting to accept any such request by Firmetal must be attested to by a handwritten signature of an authorized official of Firmetal so as to be enforceable against Firmetal. Firmetal reserves the right to accept or reject any such request and to set additional fees and other conditions for approval of the request. Any such additional charges will be due and payable 30 days after Firmetal has notified Buyer. All products, parts or materials ordered or held by Firmetal at Buyer's request shall be at Buyer's risk and expense. Firmetal, at its sole option, will invoice Buyer for all costs and expenses arising from such requests. Such invoices shall be due and payable within 30 days of issue.

10. PATENTS, TRADEMARKS, AND COPYRIGHTS

Firmetal shall indemnify Buyer for damages caused by infringement of patents, trademarks or copyrights of the products sold under this agreement, which are only products designed by Firmetal, and Buyer shall indemnify as such. Firmetal is for products completely designed by the buyer. Neither party shall be liable to indemnify the other unless the party seeking indemnification is found liable for the foregoing infringement by a court of competent jurisdiction. No liability is assumed for any liability arising out of the way the Buyer or other person use the product or combined the product with any other item. Both parties should give each other reasonable compensation. Notice of any claim or infringement to which this indemnification applies, and offer to permit the other party to defend any action arising therefrom; otherwise, the party receiving notice of infringement shall not be liable directly or indirectly for any damages caused by such infringement.

11. REPRODUCTION RIGHTS, NONDISCLOSURE

Firmetal's drawings, specifications, reports, photographs, materials, information and other data in connection with this order and all proprietary right and interest therein and their subject matter ("Proprietary Information") remain the property of Firmetal (that term, For purposes of this paragraph only, any and all Affiliates of Firmetal shall be included). Buyer agrees that, without Firmetal's prior written consent attested by a handwritten signature of an authorized official of Firmetal, it will not:
(i) use Proprietary Information in the production or procurement of products covered by this order or any similar products from any other source
(ii) reproduce or otherwise appropriate proprietary information
(iii) disclose Proprietary Information or make it available to any unauthorized third party, in each case without Firmetal's prior written consent as evidenced by the handwritten signature of an authorized official of Firmetal. Buyer shall make its employees, agents, and others who have access to Proprietary Information aware of and comply with the terms of this paragraph. The parties acknowledge that legal damages may not be an adequate remedy for a breach or threatened breach of this paragraph and that in the event of such a breach or threatened breach, Firmetal's rights hereunder may be enforcement of an injunctive or other equitable remedy is not a substitute for its right to damages law.

12. MISCELLANEOUS

These terms and conditions are effective from the date of Buyer's purchase order. Any unenforceable provision of this agreement shall be reformed to the extent necessary to permit its enforcement. Any modification or waiver of any provision of this Agreement may only be made by a written instrument signed or agreed to by Buyer and an authorized Firmetal principal. No delay or omission by either party to exercise any right under this Agreement shall be deemed a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise or exercise of any other right. No waiver of any breach shall operate as a waiver of any other breach or the occurrence of the same breach in the future. Notice shall be deemed given upon receipt, regardless of the means spread.