Terms and Conditions of Sale

01Applicability

These Terms and Conditions of Sale (“Terms”) govern all quotations, proposals, estimates, engineering services, fabrication work, equipment sales, and deliveries provided by DR Machinery (“Seller”). Acceptance of any quotation, order confirmation, invoice, shipment, or delivery constitutes acceptance of these Terms by the purchaser (“Buyer”). Any additional or conflicting terms proposed by Buyer are expressly rejected unless agreed to in writing by an authorized representative of Seller. These Terms apply to all present and future transactions between Seller and Buyer.

02Quotations and Order Acceptance

All quotations and estimates issued by Seller are non-binding and subject to revision or withdrawal without notice unless otherwise stated in writing. No binding agreement exists until Seller issues a written order confirmation, begins performance of the work, or issues an invoice. Seller reserves the right to accept or reject any order in whole or in part. Clerical or typographical errors in quotations or order confirmations may be corrected at any time.

03Payment Terms

Unless otherwise agreed in writing, a deposit or proforma invoice must be paid prior to commencement of work and remaining balances are due Net Thirty (30) days from the invoice date. Lead times begin only after receipt of required deposit, written approval of final specifications or drawings (if applicable), and written order confirmation. Seller may require progress or milestone payments for engineering, fabrication, or custom machinery projects. Past due balances shall accrue interest at a rate of one and one-half percent (1.5%) per month (18% annually) or the maximum rate permitted by applicable law, whichever is lower. Buyer agrees to pay all costs incurred by Seller in collecting overdue amounts including reasonable attorneys’ fees, court costs, and collection agency fees. Seller reserves the right to suspend work, delay shipment, withhold delivery of completed equipment, or cancel orders until all outstanding balances are paid in full.

04Pricing

All prices are stated in United States Dollars (USD). Unless otherwise agreed in writing, prices are Ex Works (EXW), DR Machinery Facility, Anaheim, California. Prices exclude freight, insurance, installation, commissioning, taxes, duties, and customs charges. Buyer shall be responsible for all applicable sales taxes or governmental charges unless a valid exemption certificate is provided. Seller reserves the right to adjust pricing in the event of significant increases in material costs, tariffs, or supply chain disruptions occurring after issuance of a quotation.

05Changes to Orders

Any changes requested by Buyer to quantities, specifications, engineering scope, schedule, materials, or services described in a quotation or estimate shall not be binding unless accepted in writing by Seller. Approved changes may result in additional charges and revised delivery schedules, which Buyer agrees to pay upon written approval.

06Order Cancellation

Orders accepted by Seller are binding and non-cancelable except at Seller’s sole discretion. If Seller approves a cancellation request, Buyer shall be responsible for all costs incurred by Seller including engineering labor performed, materials purchased or committed, fabrication work completed, administrative expenses, and reasonable profit on work performed.

07Delivery and Lead Times

All delivery dates and lead times are approximate estimates only unless explicitly guaranteed in writing. Seller shall not be liable for delays caused by circumstances beyond its reasonable control including supply chain disruptions, subcontractor delays, transportation delays, labor shortages or strikes, governmental actions, natural disasters, acts of war or terrorism, pandemics, or other force majeure events. Such circumstances may extend delivery schedules for a reasonable period of time. Cancellation of orders due to such delays shall not be permitted. Rush manufacturing services may be available for an additional fee and must be arranged at the time of purchase.

08Risk of Loss and Title

Risk of loss transfers to Buyer when goods are released to the carrier or made available for pickup at Seller’s facility, whichever occurs first. Title to goods remains with Seller until payment has been received in full. Seller retains a purchase money security interest in all goods until full payment is received.

09Inspection and Acceptance

Buyer shall inspect all goods immediately upon delivery. Any claims for shortages, defects, or nonconforming goods must be submitted in writing within ten (10) days of delivery. Failure to provide timely notice constitutes acceptance of the goods. Returned goods will not be accepted without prior written authorization from Seller.

10Installation Responsibility

Seller does not perform work that requires a California contractor’s license. Installation, mechanical mounting and anchoring, utility and facility piping connections, electrical connection to building power, and integration of equipment into Buyer’s facility are the responsibility of Buyer and shall be performed by Buyer’s appropriately licensed contractor. Where agreed in writing, Seller may provide start-up, commissioning, programming and technical support for equipment it supplies. Seller shall not be liable for damages, equipment failure, or safety issues arising from improper installation or integration.

11Equipment Operation and Safety

Buyer is responsible for ensuring that all equipment is installed, operated, and maintained in accordance with applicable safety regulations and industry standards. Buyer assumes responsibility for operator training and implementation of appropriate safety procedures and safeguards. Seller shall not be liable for injuries or damages resulting from improper operation, modification, or misuse of equipment.

12Engineering Services and Custom Equipment

For custom machinery, engineering services, prototypes, or modified systems, performance is based on information supplied by Buyer. Buyer is responsible for verifying process suitability, materials compatibility, operational conditions, and integration with other equipment. Seller does not guarantee production rates, product yield, process performance, or compatibility with third-party equipment unless expressly stated in writing.

13Customer-Supplied Materials

Seller shall not be responsible for damage to or defects caused by materials, components, drawings, or specifications supplied by Buyer. Buyer assumes responsibility for the accuracy and suitability of all materials or specifications provided.

14Third-Party Components

Seller may incorporate components manufactured by third parties. Such components are subject solely to the warranties provided by their respective manufacturers. Seller shall not be liable for failures or defects in third-party components beyond assisting Buyer in pursuing applicable manufacturer warranties.

15Software and Control Systems

Control software, programming, and automation systems may require adjustment during commissioning. Seller does not guarantee compatibility with third-party hardware, software, or networks unless expressly agreed in writing.

16Warranty

Seller warrants that goods manufactured by Seller will be free from defects in materials and workmanship for a period of twelve (12) months from delivery. This warranty does not cover normal wear and tear, improper installation or maintenance, misuse or modification, damage caused by third-party equipment, or operation outside specified conditions. Seller’s sole obligation shall be limited to repair, replacement, or refund of the defective component at Seller’s discretion. This warranty is exclusive and replaces all other warranties including implied warranties of merchantability or fitness for a particular purpose to the extent permitted by law.

17Limitation of Liability

To the maximum extent permitted by law, Seller’s total liability shall not exceed the amount paid by Buyer for the goods or services giving rise to the claim. Seller shall not be liable for indirect, incidental, special, or consequential damages including lost profits, production downtime, loss of contracts, loss of business opportunities, or damage to other equipment or materials regardless of whether claims arise in contract, negligence, strict liability, or otherwise.

18Buyer Approval of Drawings

Buyer approval of drawings, specifications, or design documents constitutes acceptance of the design and releases Seller from liability related to those approved elements.

19Process Validation and Suitability

Buyer acknowledges that Seller is not responsible for validating Buyer’s manufacturing process, materials, or product design. Buyer is solely responsible for determining that the equipment supplied is suitable for Buyer’s intended application and production process. Any technical guidance or recommendations provided by Seller are offered in good faith but do not constitute a guarantee of process performance, product quality, production rates, or manufacturing yield.

20Design Review and Approval Responsibility

Buyer shall review and approve all drawings, specifications, layouts, and design documents provided by Seller prior to fabrication or manufacturing. Buyer’s written approval constitutes confirmation that the design meets Buyer’s requirements. Seller shall not be liable for errors, omissions, or performance issues resulting from Buyer-approved designs, specifications, or instructions.

21Reliance Disclaimer

Buyer acknowledges that it has not relied on any representation, statement, or promise not expressly contained in these Terms or in a written agreement executed by the parties.

22Storage and Delayed Acceptance

If Buyer fails to accept delivery or arrange shipment within thirty (30) days after notification of completion, Seller may store the equipment at Buyer’s risk and expense and may charge reasonable storage fees. Seller may invoice the remaining contract balance at that time.

23Intellectual Property

All drawings, models, designs, calculations, specifications, software, and technical documentation produced by Seller remain the exclusive intellectual property of DR Machinery. Buyer may not reproduce, manufacture, reverse engineer, distribute, or disclose such materials without written authorization. Upon payment in full, Buyer receives a limited, non-exclusive, non-transferable license, revocable upon nonpayment or breach of these Terms, to use the delivered equipment, software, and documentation solely to operate and maintain that equipment at Buyer’s facility. Native CAD models, source design files, and calculations are not deliverables unless expressly purchased in writing. Any modification of Seller’s software or equipment by anyone other than Seller requires Seller’s prior written consent and voids the warranty in Section 16. All rights not expressly granted are reserved by Seller.

24Reverse Engineering and Replication Prohibition

Buyer acknowledges that the equipment, designs, drawings, specifications, assemblies, and engineering methods supplied by Seller contain proprietary and confidential information belonging to DR Machinery. Buyer shall not copy, reproduce, reverse engineer, disassemble, analyze, or otherwise attempt to replicate the design, construction, or operation of any equipment or components supplied by Seller. Buyer shall not provide Seller’s drawings, models, documentation, or equipment to any third party for the purpose of manufacturing duplicate or substantially similar equipment without the prior written consent of Seller. Any unauthorized reproduction, duplication, or reverse engineering of Seller’s equipment, designs, or documentation shall constitute a violation of Seller’s intellectual property rights and may result in legal action including injunctive relief and recovery of damages.

25Confidentiality

All quotations, drawings, specifications, and technical documents provided by Seller are confidential and may not be reproduced or disclosed without written permission.

26Force Majeure

Seller shall not be liable for failure or delay in performance caused by events beyond its reasonable control including acts of God, natural disasters, terrorism, pandemics, labor disputes, governmental actions, or supply chain disruptions.

27Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

28Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of California. Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in Orange County, California, and Buyer consents to the jurisdiction of such courts.

29Site Access, Safety and Readiness

For any work performed at Buyer’s facility, Buyer shall provide safe, timely and unobstructed access to the work area, equipment and utilities; lockout/tagout and energy isolation of Buyer’s equipment; required permits, badges and site safety orientation; and a qualified Buyer representative with authority to make decisions. Seller may stop or decline work in any condition Seller considers unsafe. Time lost because the site, equipment, materials, utilities or Buyer personnel are not ready, including waiting time and return trips, is billable at Seller’s then-current rates.

30Hazardous Materials and Decontamination

Buyer shall disclose in writing, before work begins, all hazardous, toxic, flammable, pressurized, biological or radioactive materials present in or around the equipment or work area, and shall clean, drain, purge and decontaminate all equipment before Seller works on it or receives it. Seller may refuse, suspend or return any work or equipment that has not been properly disclosed or decontaminated, at Buyer’s expense. Buyer remains responsible for all such materials, including their handling, storage and disposal.

31Existing Software, Programs and Data

Before Seller accesses, modifies, uploads to or downloads from any PLC, HMI, drive, computer or other programmable device, Buyer is responsible for making and keeping complete backups of all existing programs, configurations and data. Seller is not responsible for the loss, corruption or condition of any software, program or data that Seller did not create, or for any undocumented or unlicensed software found on Buyer’s equipment. Software recovered or recreated by Seller is provided as found or as recreated, without warranty of completeness.

32Diagnostic Services and Process Audits

Diagnostic days, process audits, assessments, reports and recommendations are professional opinions based on the information, access and conditions available at the time. Seller does not guarantee that a root cause will be found, that a fault can be corrected within the time purchased, or any particular result. Fees for diagnostic and audit services are earned when the services are performed, regardless of outcome, and are non-refundable. Where Seller offers to credit an audit fee toward later work, the credit applies only to a written order for that work placed within ninety (90) days of the audit report, is not transferable, and has no cash value.

33Diagnostic Day Scheduling and Cancellation

Diagnostic days and other field services are prepaid and booked by the day, with a minimum of one (1) day. Cancellations or reschedules made less than forty-eight (48) hours before the scheduled start are non-refundable. Travel time, mileage, lodging, meals, parking and other expenses, and work performed outside Seller’s normal business hours or on weekends and holidays, are billable at Seller’s then-current rates.

34Permits, Codes and Regulatory Compliance

Unless expressly agreed in writing, Buyer is responsible for determining and obtaining all permits, inspections, approvals and certifications required for the equipment and its installation and use, including those relating to pressure equipment, gases, electrical systems, building, fire and environmental requirements. Seller does not represent that any equipment is certified, listed, labeled or approved by any agency or standard unless expressly stated in writing.

35Indemnification by Buyer

To the fullest extent permitted by law, Buyer shall defend, indemnify and hold harmless Seller and its owners, employees and contractors from and against all claims, losses, damages, liabilities, fines, costs and expenses, including reasonable attorneys’ fees, arising out of or related to: designs, drawings, specifications, materials or instructions supplied or approved by Buyer; the installation, operation, maintenance, modification, misuse or relocation of equipment by anyone other than Seller; Buyer’s process, products or materials; Buyer’s breach of these Terms or violation of law; or the negligence or misconduct of Buyer or its personnel, contractors or invitees.

36Remote Access and Cybersecurity

If Seller accesses Buyer’s systems remotely at Buyer’s request, Buyer is responsible for providing and controlling the means of access and for the security of its networks, devices and data. Seller is not liable for any cybersecurity incident, unauthorized access, malware or data loss affecting Buyer’s systems except to the extent directly caused by Seller’s gross negligence.

37Suspension and Termination by Seller

Seller may suspend performance or terminate any order, in whole or in part, by written notice if Buyer fails to pay any amount when due, becomes insolvent or subject to bankruptcy proceedings, or breaches these Terms. On suspension or termination, Buyer shall pay for all work performed, materials purchased or committed, costs incurred and reasonable profit, and any schedule shall be extended accordingly.

38Insurance After Risk Passes

From the time risk of loss passes to Buyer, Buyer shall keep the goods insured against loss and damage for their full value until payment has been received in full, and shall name Seller as loss payee upon request.

39Photographs and References

Seller may photograph and record its own work and equipment and may use such images and a general description of the work for its records, marketing and website, provided that Seller will not disclose Buyer’s confidential information. Seller may identify Buyer by name as a customer unless Buyer objects in writing.

40Time Limit for Claims

Any claim or action against Seller arising out of or related to these Terms or any goods or services must be brought within one (1) year after delivery of the goods or completion of the services giving rise to the claim, or it is waived, to the extent permitted by law.

41Attorneys’ Fees

In any action or proceeding arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert fees and costs.

42Assignment

Buyer may not assign or transfer any order or any rights or obligations under these Terms without Seller’s prior written consent. Seller may use subcontractors and may assign its right to receive payment.

43Independent Contractor

Seller is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and Seller controls the means and methods of its work.

44Export Control

Buyer shall comply with all applicable export control and sanctions laws and shall not export, re-export or transfer any goods, software or technical data supplied by Seller except in compliance with those laws.

45Notices

Notices under these Terms must be in writing and are effective when delivered by hand, by recognized courier, or by email to the address of record of the receiving party, with a copy by another listed method for any notice of breach or termination.

46Entire Agreement, Amendments and Waiver

These Terms, together with Seller’s quotation or order confirmation, are the entire agreement between the parties and supersede all prior proposals, discussions and purchase order terms. They may be amended only in a writing signed by an authorized representative of Seller. Seller’s failure to enforce any provision is not a waiver of that provision or any other.

47Survival

Sections relating to payment, title and security interest, warranty limitations, limitation of liability, intellectual property, reverse engineering, confidentiality, indemnification, handover deliverables, time limit for claims, attorneys’ fees and governing law survive completion, cancellation or termination of any order.

48Website and Marketing Statements

Information on Seller’s website, brochures, illustrations, animations and other marketing materials is general in nature and is not an offer, specification, warranty or guarantee. Illustrations and examples are generic and do not represent any specific equipment, process or result. The scope, price, deliverables and schedule for any work are only those stated in Seller’s written quotation or order confirmation.

49Handover Deliverables, Passwords and Access

Code backups, drawings, manuals, procedures, passwords and access credentials are delivered only after payment in full and are subject to the license in Section 23. After handover, Buyer is solely responsible for safeguarding passwords and credentials, controlling who has access to its equipment and software, and for any changes made by anyone other than Seller. Seller is not responsible for the accuracy of documentation after the equipment, software or process has been changed by others.

50Training

Operator and maintenance training provided by Seller is informational only and does not certify, license or qualify any person. Buyer remains responsible for the competence, supervision and safety of its personnel and for its own training records.

51Pressure, Gas and Hazardous-Energy Systems

For any system involving pressure, gases (including hydrogen), heat, rotating machinery or other hazardous energy, Buyer is responsible for operating the system within its design limits, for periodic inspection, testing and maintenance (including relief devices, regulators, interlocks and guarding), for gas supply and handling, and for compliance with applicable safety regulations after delivery. Any pressure or leak testing by Seller confirms only the condition at the time of the test.

52Electronic Records and Signatures

Quotations, order confirmations, approvals, change orders and notices may be issued and accepted electronically, including by email, and electronic records and signatures have the same effect as originals.

Terms and Conditions of Sale.