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1. Application. These Terms and Conditions are included in the entirety in any proposal for specimen preparation and/or materials testing services (the “Work”) offered by Metcut Research Inc. and its subsidiary Cincinnati Testing Laboratories, Inc (hereinafter collectively “Metcut Research” or “Metcut”) to the Purchaser named in the proposal. Terms and Conditions for Metcut Recherches S.A.S., a wholly-owned subsidiary in Nantes, France, are stated separately in a document entitled Conditions Generales de Prestations de Services.

2. Modification and Waiver; Other Terms. Acceptance of a quotation is expressly limited to and conditioned upon the terms and conditions set forth in this document. Metcut Research objects to any other terms of conditions that may be proposed by Purchaser. No additions or modifications to the terms and conditions set forth in this document will be binding upon Metcut Research unless agreed to in writing and signed by an authorized representative of Metcut Research. It is expressly understood and agreed that in the event terms and conditions set forth in any order form, purchase request, or confirmation provided by the customer adds to or conflict with these terms and conditions, these terms and conditions shall prevail and govern.

3. Prices; Payment. The unit prices stated in each proposal are based upon the quantities indicated therein. Individual unit prices may be affected if the quantities ordered are different from those indicated in the proposal. Prices quoted are solely for the performance of the Work and do not include freight, insurance, inspection or packaging charges, warehousing or storage costs, or any sales, use, excise, customs duties, or other taxes or fees (“Costs”). Unless Metcut expressly agrees in writing to pay such Costs, all such Costs are to be paid by Purchaser and any Costs paid by Metcut shall be reimbursed promptly by Purchaser. Terms of payment are net 30 days, USD, FOB Cincinnati, Ohio for Metcut Research Inc. and Cincinnati Testing Laboratories, Inc.

Metcut Research reserves the right to issue partial invoices for work completed when the duration of a program extends over a long period of time. These partial invoices typically will reflect the completion of either particular specimen preparation or testing tasks, as quoted, or a time period of work completed. In general, such invoices will be issued monthly, and the above terms of payment apply to each invoice. Failure to pay these invoices in a timely manner may result in a suspension of the program.

4. Completion of Work. Metcut’s performance of any and all Work is subject to Metcut’s facility schedules at the time that Work (i.e., a valid purchase order, test materials or specimens, and a complete Statement of Work) is received by Metcut. Metcut Research shall not be responsible for any delay in delivery caused by accident, strikes, or fires affecting Metcut Research’s operations, or by any other cause beyond the control of Metcut Research. The Purchaser hereby acknowledges that delays in a program caused by the Purchaser may result in cost increases and may void any delivery commitments made by Metcut Research; the Purchaser specifically accepts these consequences. Due to the uncertain duration of testing (both previously-scheduled commitments as well as programs for the Purchaser), Metcut Research shall not be responsible for the consequences of reasonable delays in completing the program.

 

5. Customer’s Property. Risk of loss of materials to be tested shall not pass to Metcut Research until such materials are received by Metcut Research. The risk of loss or damage to tested materials shall pass to Purchaser as soon as materials are deposited with a carrier for shipment to Purchaser. Metcut Research shall use reasonable care to store and protect materials received from Purchaser while such materials are under the control of Metcut Research. However, title to these materials will remain with Purchaser at all times. At the conclusion of a program, all specimens will be returned to Purchaser at Purchaser’s expense. Excess materials will either be scrapped or returned to Purchaser along with the specimens, unless prior storage arrangements (including a fee for storage or warehousing) have been made with Metcut Research.

6. Cancellation. Once a purchase order or other Contract for Work is placed with and accepted by Metcut Research, any cancellation shall be at the sole discretion of Metcut Research. Should Purchaser cancel without Metcut’s written consent, Purchaser shall be liable for the full price of the Work. Purchaser acknowledges that any order issued pursuant to a quotation is subject to credit approval. Metcut Research may, at any time, cancel any order issued pursuant to a quotation when, in the opinion of Metcut Research, it is warranted by the financial condition of Purchaser.

7. Limited Warranty. Purchaser acknowledges that it has chosen the tests to be performed by Metcut Research pursuant to this quotation. Metcut Research disclaims all warranties, including any warranties of merchantability or fitness for a particular purpose. The use of test data supplied by Metcut Research for any purpose is at the sole risk of the Purchaser; Metcut Research assumes no liability whatsoever regarding the use of test data. Metcut Research is responsible only for manufacturing test specimens and/or conducting tests in accordance with the specifications and procedures agreed upon with the customer. In the absence of customer-supplied specifications, Metcut Research will adhere to generally accepted industry standards and procedures in existence at the time of program execution.

8. Scope of Work. Metcut Research shall be obligated only for Services described in the Contract or Statement of Work agreed to by both parties, and only for changes in such scope that are set forth in writing and agreed to by both parties. Further, the obligation ceases upon completion of the Statement of Work and shall not extend to any subsequent period of time or additional scope of work, including additional reporting requests beyond the original Final Report for the Contract. Unless expressly included in the Contract or Statement of Work. Metcut Research’s Services do not include giving testimony, appearing, or participating in discovery proceedings, in administrative hearings, in court, or in other legal or regulatory inquiries or proceedings. Purchaser will be billed separately at then-current standard rates for such services and for any costs, expenses, and time spent in legal and regulatory matters or proceedings arising from the performance of the contract, including but not limited to subpoenas, testimony, consultation involving private litigation, arbitration, and government or industry regulatory inquiries, whether made at Purchaser’s request, the request of a third party, or by subpoena or equivalent.

 

9. Export Control Law and Regulations. All parties shall comply with all export control laws and regulations (including, but not limited to, the U.S. Export Administration Regulations and the U.S. International Traffic in Arms Regulations) to the extent applicable to the Parties’ respective activities under this Agreement. It is the responsibility of the Purchaser to clearly notify Metcut Research when any part of the work is covered by export control laws and regulations. Upon receiving such notification, Metcut will control access to the Materials, Components, and Technical Information provided by the Customer, and will control access to the Technical Data generated by Metcut during the performance of the program, in accordance with export control laws and regulations. The Purchaser, upon receipt of Technical Data from Metcut, assumes the sole responsibility for limiting the dissemination of this information in compliance with all export control laws and regulations.

Metcut Research shall not be liable for incidental, indirect or consequential damages. The liability of Metcut Research with respect to any services performed or goods supplied in connection with any purchase order, whether in contract or in tort, shall be limited to the price paid by Purchaser for such goods or services.

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