TERMS AND CONDITIONS OF SALE

1.	Entire Agreement:
All sales of products (the “Products”) by Micromatter Technologies Inc. USA (dba “Calmetrics Inc.”) to a Buyer (“Buyer”) are subject to the following terms and conditions (“Terms”). The related sales invoice, order acknowledgement, drawings and specifications expressly agreed to in writing by Calmetrics and these Terms and Conditions of Sale constitute the entire contract between Calmetrics and Buyer as noted on Order Acknowledgement. NO ADDITIONAL OR ALTERNATE TERMS AND CONDITIONS THAT MAY BE PRINTED ON A BUYER’S PURCHASE ORDER OR OTHERWISE, WILL BE APPLICABLE, unless Calmetrics, reviews and agrees to such terms and conditions in writing. Written correspondence includes electronic methods.

2.	Orders, Deliveries, Term & Title:
2.1. All purchase orders are subject to written acceptance by Calmetrics

2.2. Delivery schedules are tentative and are based upon the best information available at the time of order acceptance or quotation. All reasonable steps will be taken to try to meet delivery schedules.

2.3 Products will be shipped per Buyer’s designated carrier.  Shipping charges, customs and duties are the responsibility of the Buyer.  Our terms of sale are Ex-works.  Title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the Buyer’s designated carrier.

2.4. Any claim regarding the quality or condition or quantity of the Products must be made to Calmetrics within 14 (fourteen) days of receipt of the Products. Failure to make a claim within this period will constitute a waiver of said claim.

2.5. In the event of Buyer canceling an order, Calmetrics reserves the right to charge Buyer for all costs incurred by Calmetrics up to the time of cancellation.

2.6. Depending on material availability and production schedules, Calmetrics may offer expedited services.   Expedited orders would be surcharged 30% of the Unit Price for each standard.  Expedited orders will ship in a time frame agreed to by Calmetrics and the Buyer, after an Order Acknowledgement is issued.  Expedite charges DO NOT including shipping, handling, custom or duty charges.  

3.	Prices and Quotations
3.1. Unless otherwise stated, price quotations are fixed for a period of 30 (thirty) days. 

3.2. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. Any such changes will not affect those orders which have been accepted and scheduled for delivery. 

3.3. Prices are not binding unless and until these have been confirmed and the order acknowledged in writing by Calmetrics 

4.	Payment
4.1. All orders are invoiced upon shipment.  

4.2. UNLESS OTHERWISE AGREED IN WRITING AT THE TIME THE ORDER IS PLACED, OUR STANDARD TERMS OF PAYMENT ARE 30 (THIRTY) DAYS FROM THE DATE OF THE INVOICE.  MICROMATTER DOES RESERVE THE RIGHT TO REQUEST PAYMENT BEFORE SHIPMENT OF THE ORDER IS RELEASED DEPENDING ON CUSTOMER HISTORY

4.3. Calmetrics Inc. accepts payment of invoices by wire transfer, credit card, debit card, or check.

4.4. Unless otherwise agreed in writing, Buyer shall pay all sales, use, excise, customs or duties and similar taxes. In lieu of certain taxes, Buyer may provide Calmetrics with a tax exemption certificate acceptable to the taxation authorities. Buyer agrees to reimburse Calmetrics for any amounts which may be incurred on behalf of the Buyer.

4.5. If Products are to be delivered by installments, as partial shipments or against a schedule, Calmetrics shall be entitled to provide an invoice for each delivery as and when made. Payment for all delivered installments shall be due within 30 (thirty) days from the date of the invoice. Failure by the Buyer to pay an invoice for an installment by the due date for whatever reason shall entitle Calmetrics to suspend deliveries until the invoice is paid in full.

4.6. Calmetrics reserves the right to charge interest on invoices not paid by the due date at the rate of 2% (two percent) per month or at the maximum lesser rate permitted by law. If collection of the amount by an attorney becomes necessary, Calmetrics reserves the right to charge reasonable attorney’s fees in addition to any other payments which may be granted. 

5.	Return Policy
5.1. Some Products are not returnable to Calmetrics due to their nature. These include, but are not limited to, powders, custom made items and damaged items (unless damaged in transit). 

5.2. If it is necessary to return a product, please contact Calmetrics to obtain a “Return Material Authorization” (RMA). Requests must be made within 14 (fourteen) days of receipt of the products. Products must not be returned without a RMA. 

5.3. Calmetrics  reserves the right to either credit at the purchase price the value of the returned Products or replace with new. If a credit is made and depending upon the situation, deductions may be made for handling, inspection and administration. If Product is returned for restocking, a minimum restocking fee of 25% (twenty-five percent) of the original invoice value will be charged. 

5.4 Calmetrics agrees to replace, at its expense, any delivered items which have been deemed to be defective on the basis of demonstrably improper measurement(s) and/or defective material(s) as the result of material defect or defects due to workmanship and/or packaging.  However, given the fragile nature of many Calmetrics products, especially thin metal foils, Calmetrics  reserves the right to inspect the returned item(s) to determine if the failure was caused by defective material / workmanship / packaging or by improper handling by the Buyer.  In the latter case, Calmetrics reserves the right to decline any request for warranty replacement.  

6.	Limitation of Liability
Buyer’s exclusive remedy for any cause or claim whatsoever including but not limited to alleged breach of warranty, product liability, negligence, or otherwise, shall be for money damages in an amount not to exceed the purchase price paid by the buyer for the product in respect to which the claim is made. In no event shall Calmetrics be liable for special, incidental or consequential damages whether buyer’s claim in contract, negligence, strict liability or otherwise. In consideration of the sale of the product to the buyer, the buyer agrees to indemnify and hold Calmetrics harmless for all claims, expenses, losses and liability of any nature whatsoever arising out of buyer’s handling and/or use of product, whether alone or in combination with any other substance or material.

7.	Limited Warranty
The information provided by Calmetrics has been obtained from reliable and dependable sources and is correct to the best of our knowledge. However, we cannot guarantee it as such. We make no representations or warranty of any kind, express or implied, as to merchantability, fitness for a particular purpose or any other matter with respect to our products whether used alone or in combination with any other substances or materials.

8.	Uses and Patents
8.1. If the Buyer supplies the design and/or specification of the Products, Buyer represents and warrants that: 

8.1.1. It has all intellectual property rights necessary and appropriate for the intended use of all designs, materials, parts and components which may be supplied to Calmetrics.

8.1.2. It has conducted such testing as felt necessary and prudent to ensure that the Products to be produced by Calmetrics from the design, plan and specifications supplied by the Buyer will meet their intended requirements and purpose.

8.2.  Buyer agrees to indemnify, defend and hold Calmetrics and its officers, directors, employees and the like harmless from and against any and all liability for costs or damages made against Calmetrics for infringement of any intellectual property rights, including patents, associated with the Products which have been produced to the designs or specifications supplied by the Buyer.

9.	Force Majeure
9.1. Calmetrics shall not be liable for any delays in performing contractual obligations due in whole or in part to any contingency beyond its reasonable control, including governmental laws, ordinances, rules or regulations, or acts of God, labor disputes, strikes, accidents, fires, terrorism, war, pandemics, floods or sabotage or any other events, occurrences or conditions beyond the control of Calmetrics.

9.2. If the Buyer fails to take delivery of the Products due to reasons beyond the control of Calmetrics, Buyer shall pay the invoiced price for the Products in line with the usual terms. 

10.	Cancellation
This Agreement or any clause in the Agreement may not be changed without the written consent of Calmetrics. Such consent will not be given unless the Buyer agrees to pay all costs and expenses as determined by Calmetrics.

11.	Assignment
Buyer may not assign its orders or any contract in which these Terms are incorporated or to which the Terms are attached or made part of, or any right or interest, without the prior written consent of Calmetrics.

12.	Severability
If any provision contained in these Terms is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the remainder of the Terms and this action shall not affect the validity and enforceability of the balance of this Agreement.