Terms & Conditions

Special Note Regarding Metal Separation

MSA Magnetics® (“MSA”) is a manufacturer and supplier of very specialized magnetic and associated equipment. MSA will not enter into or accept contracts based in whole or in part on its customers’ terms and conditions of purchase.

With regards Metal Separation While MSA aims to secure the best possible results for its valued customers, 100% magnetic separation efficiency cannot be achieved or guaranteed. This is because the effectiveness of magnets can vary due to factors beyond MSA’s control. These factors may include partial demagnetization over time, variations in flow or variations of additives and moisture contents in materials processing. Other variables can be space restrictions, budget limitations and the degree of magnetic susceptibility of the magnetic contamination. Such factors, among others, affect the degree in which a protective installation can be ideal and for how long the ongoing degree of separation efficiency is maintained.

In consideration of MSA accepting your purchase order, you agree to accept our terms and conditions in this Special Note and the Terms & Conditions set out below (and that those terms and conditions will prevail over the terms and conditions attached to your purchase order to the extent of any inconsistency). MSA requests that you acknowledge such conditions and agree by return acknowledgement. Upon receipt of the acknowledgment and agreement or, if we have not heard to the contrary from you within 7 days of your receiving this Special Note, you will be deemed to have provided this acknowledgement and agreement. Only upon confirmation of this acknowledgement, will MSA commence processing your order (and the delivery date will be appropriately adjusted). You further acknowledge that any MSA indemnities are limited by the terms and conditions herein, as well as to the extent of MSA’s present insurance provides.

You further acknowledge and agree that you, your affiliates, agents and assigns assume any risk and responsibility in relation to the product’s suitability and safety in the circumstances of use intended. MSA shall have no liability to you to the extent such claims, demands, losses, and expenses are due to the negligence or misconduct of you, your affiliates, employees, agents, officers, and directors. You further agree to indemnify, defend, and hold MSA harmless, from any claims, demands, causes of action, liabilities or damages including attorney’s fees, arising from, or relating to any claim arising from your modification or any other change being incorporated by you or in your direction, to the products.

Terms & Conditions for the Supply of Goods or Services

These Terms and Conditions govern the Goods and Services, including the deliverables to be provided by the Supplier as described in the Quotation or Form to which these Terms and Conditions are attached. These Terms and Conditions form part of the engagement of the Supplier by the Customer and supersede all prior terms and conditions of engagement.

DEFINITIONS: In these terms and conditions, the following words have the following meanings:

1.1 “Agreement” means these terms and conditions for the supply of Goods and/or Services by Supplier and any attached Quotation or Form.

1.2 “United States Law” means federal or state statutes, codes, regulations or any other ordinances enacted or enforced by any governmental agency in the United States, including, but not limited to, federal and state Departments of Consumer Affairs.

1.3 “Claim” means any claim by any third person for loss or damage to any property, injury to or death of any person or economic loss arising out of or relating to any or all of the Goods or Services or any delay or failure in supplying the Goods or Services.

1.4 “Confidential Information” of a party means the following information in any form:

(a) Information and material, in tangible or intangible form (including, but not limited to, intellectual property, trade secrets, developments, discoveries, inventions, ideas, and theories as it relates to technical, operating, business, marketing, and financial information) and certain other confidential or proprietary information and trade secrets not generally known to the public.

(b) The business, operations, systems, services, and know-how of Manufacturer or Supplier, including, but not limited to, any and all financial and accounting information, customer information, intellectual property, technical data, design, software, including source code, object code, pseudo-code, algorithms and flow diagrams, know-how, standard forms and documents developed and/or used by Manufacturer or Supplier, and literature distributed by Manufacturer or Supplier relating in any manner to marketing, promoting, selling and distributing the Goods and Services not generally known to the public;

1.5 “Consequential Loss” means any loss or damage suffered by a party or any other person that is indirect or consequential, including but not limited to loss of revenue, income, business, profits, goodwill, credit, business reputation, use, interest or opportunity, or damage to credit rating or denial of opportunity.

1.6 “Consumer Warranty” means a warranty or guarantees the User may have under federal and state laws from the Manufacturer or Supplier; or other rights in relation to the supply of goods or services by Manufacturer or Supplier that cannot lawfully be excluded.

1.7 “Customer” or “User” means the person(s), business entity(ies) or organization(s) named in the attached Quotation or Form.

1.8 “Dispute” means a dispute arising out of or relating to this Agreement, including without limitation, a dispute about the breach, termination, validity or subject matter of this Agreement, or a claim in equity or in tort relating to the performance or non-performance of this Agreement.

1.9 “Fee” means the total amount payable for Services in accordance with the attached Quotation or Form.

1.10 “Force Majeure Event” affecting a party means anything outside the party’s reasonable control, including without limitation, labor dispute or shortage, materials shortage, pandemic, fire, flood, drought, storm, lightning, act of God, peril of sea or air, explosion, sabotage, accident, embargo, civil commotion, act of war and war.

1.11 “Goods” means all the goods described in the Quotation or Form the Supplier is required to supply under this Agreement.

1.12 “Intellectual Property Rights” means all intellectual property rights, including without limitation:

(a) any documentation, material, report, process, procedure, methodology, research or software brought to the engagement by Supplier or developed or created because of or during the engagement or provision of the Services.

(b) patents, copyright, rights in circuit layouts, plant breeder’s rights, registered designs, trademarks and the right to have confidential information kept confidential; and

(c) any application or right to apply for registration of any of those rights.

Price means the price for Goods described in Supplier’s current price list or in any Quotation or Form.

1.13 “Quotation” or “Form” means the attached document prepared by Supplier for the supply of Goods or Services to Customer, as varied in writing by the parties from time to time.

1.14 “Security Interest” means:

(a) any security for the payment of money or performance of obligations of this Agreement or Quotation or Form attached hereto include a mortgage, charge, lien, pledge, trust or power, or title retention agreement.

(b) any document to grant or create anything referred to in either paragraphs (a) or (b) of this definition and any other thing which gives a creditor priority to any other creditor with respect to any asset or an interest in any asset.

1.15 “Services” means all the services described in the Quotation or Form the Supplier is required or offers to supply under this Agreement.

1.16. “Manufacturer” or “Supplier” means MSA Magnetics or its affiliate company, MAGNATTACK GLOBAL.

2. AGREEMENT DOCUMENTS

2.1 The Agreement consists of:

(a) this document; and

(b) any Quotation or Form attached hereto.

2.2 If there is an inconsistency between one or more terms in the Agreement and terms stated on any Quotation or Form attached hereto, the terms in the Quotation or Form will govern to the extent of the inconsistency.

2.3 No Customer document including without limitation, any purchase terms or consignment note or receipt or delivery docket, forms part of or varies this Agreement.

2.4 This Agreement supersedes all prior representations and agreements between the parties.

2.5 If the parties want to modify or amend this Agreement, they must do so in writing signed by both parties.

2.6 Any report or advice provided to a customer while providing the Service is personal to the customer and non-transferable. No oral agreement shall modify the terms of this Agreement.

3. SUPPLY OF GOODS OR SERVICES

3.1 Supplier shall, as best as possible, supply the Goods or Services to Customer in accordance with this Agreement, including without limitation, any Quotation or Form.

3.2 An order placed by Customer under this Agreement will not be effective unless it is accepted by Supplier which may be by supply of all, or part of the Goods or Services ordered.

3.3 Supplier may refuse to accept an order, or part of an order, placed by Customer without giving reasons.

3.4 The Supplier may cancel the supply of Goods or Services at any time before the delivery of any instalment of the Goods or Services by written notice to the Customer. The Supplier is not liable for any loss arising from such cancellation.

3.5 Customer may not, without Supplier’s consent, amend, modify or cancel an order after Supplier has accepted the order. If Supplier consents to the cancellation of an order, Customer will be liable for any costs incurred by Supplier up to the time of cancellation.

3.6 Supplier reserves the right, in its sole discretion, to change the price of any Purchase Order not shipped to the Customer within 120 days of the PO Acceptance Date. PO Acceptance Date shall mean that date that MSA Magnetics sends to the Customer, via email, its acceptance of the Customer’s Purchase Order.

4. PLACEMENT OF ORDERS

4.1 Customers must sign any order it places with Supplier. Customer may make an order by phone if Customer confirms the order in writing.

5. DELIVERY

5.1 Unless otherwise stated in any Quotation or Form, the Price for Goods does not include delivery fees.

5.2 If Customer requests, Supplier will arrange for delivery of the Goods to Customer’s premises (or any other location) notified to Supplier.

Customer bears all risk and cost of any delivery Supplier arranges. Supplier will arrange delivery, as agent only, on behalf of Customer.

5.3 Customers must accept the deliverables (as specified in the Quotation or Form) which conform to the requirements of the Quotation or Form. Customer will promptly give Supplier notification of any non- conformance of the deliverables with such requirements (“Non-conformance”) within fifteen (15) days of the date of receipt, and Supplier will have a reasonable period, based on the severity and complexity of the Non-conformance, to correct the Non-conformance. If Customer fails to promptly notify Supplier of any Non- conformance, then the deliverables will be considered accepted by Customer. Suppliers will not be liable for:

a) any loss of or damage to the Goods; or

b) any delay in delivery, non-delivery or mis-delivery of the Goods or Services that arises

(c) in any way in relation to the delivery of Goods or Services arranged by Supplier under Clause 5.2.

5.4 Customer must pay any delivery fee for Goods supplied as well as any insurance premium or deductible for damage to Goods during delivery. Fees for delivery may be high because airfreighting of magnetic materials requires special packaging and insulating of Goods.

5.5 Any reference in Quotation or Form to “Delivery time” means that period starting when Supplier receives Customer’s order, approved dimensions and all information Supplier needs to complete manufacture and, where applicable, installation.

5.6 If Customer orders quantities of different Goods for various locations, Customer must give Supplier a prioritized list showing the desired delivery dates for each item before Supplier will confirm a delivery schedule

6. RISK AND TITLE TO GOODS

6.1 Risk in Goods passes to Customer when those Goods are placed with a carrier at Supplier’s location or delivered by Supplier to Customer’s location.

6.2 Suppliers will not be liable for:

(a) any loss of or damage to Goods; or

(b) any delay in delivery, non-delivery or mis-delivery of Goods occurring after Goods have been placed with a carrier at Supplier’s location or delivered by Supplier to Customer’s location, whether any liability asserted against Supplier arises in contract, tort, or bailment.

6.3 Supplier is not a common carrier and accepts no liability as a common carrier.

6.4 Supplier’s rights under this Section secure:

(a) Supplier’s right to receive the Price of the Goods; and

(b) all other amounts owing to Supplier under this Agreement and any other agreement.

6.5 All payments received from Customer must be applied in accordance with this Agreement or any Quotation or Form attached thereto by Supplier:

(a) Until full payment in cleared funds is received by Supplier from Customer, legal title and property in all Goods supplied under this Agreement or any Quotation of Form attached thereto remains in Supplier and does not pass to Customer.

(b) Customer must not sell or otherwise dispose of Goods or Services provided by Manufacturer or Supplier except in the ordinary course of Customer’s business; and

(c) In addition to any rights Supplier may have under any governmental or agency statute, regulation or ordinance, Supplier may, without advance notice, enter any location where it suspects Goods to which Supplier still has legal title and ownership, and User is more than ninety (90) days past due for payment of Goods, may be located and remove them without committing a trespass, even though they may have been attached to other goods or land not the property of Supplier, and for this purpose Customer indemnifies and holds Supplier harmless to enter such location, and from and against all losses suffered or incurred by Supplier as a result of exercising its rights under this Section.

6.6 If Customer resells Goods to which Supplier still holds legal title and ownership, Supplier is entitled to the proceeds of the resale.

6.7 Customer warrants that it does not intend to use Goods or Services provided by Manufacturer or Supplier predominantly for personal, domestic, or household purposes.

7. VARIATION TO GOODS OR SERVICES

7.1 If the Customer wishes to vary Goods orServices provided by Manufacturer or Supplier, including without limitation, extending the time for delivery of Goods or completion of Services, Customer must first obtain express advance written approval from Supplier. Supplier will not deliver any Goods or commence any Services until the parties have agreed in advance and in writing to the scope and Price or Fee for those Goods or Services.

8. PAYMENT

8.1 Unless otherwise stated in a Quotation or Form, prior to delivery or pick up, Customer must pay Supplier:

(a) Standard payment terms (unless stated otherwise in these Terms and Conditions or by Supplier in writing) for all orders (standard/ready- made and Custom), are 35% Deposit Net 7 days, and balance Net 30 days from shipment date of the Goods. Provided, however, that Customer Order or Standard/ready-made order more than $5,000, will not be released to production until the Engineering Drawings are signed and Deposit Payment is received, as applicable.

(b) For any online sales of goods purchased via Suppliers website or other online purchase, payment will be required in full at the time of purchase. All credit card merchant fees will be added to the purchase made, along with any other applicable charges such as shipping and the relevant taxes.

(c) for any Goods which the Supplier custom builds for Customer holding a credit account with Supplier, and/or which Supplier imports for Customer holding a credit account with Supplier, valued at $20,000 or higher, on the following terms: 35% of total Price as a non-refundable deposit at the time of Order; any mutually agreed progress payment, if any; and within no more than seven (7) days of the date of the Deposit invoice for Price of Goods;

(d) Standard payment terms for non-account customers are 50% due to order placement or signed contract, and 50% due before shipment of Goods; and

(e) for Services – the Fee, including without limitation, the cost of the technician’s time, travel, and accommodations for User location site visits, if any, no more than seven (7) days of the date of the final invoice of the Fee for Services.

8.2 Customer may only return Goods to Supplier for which a final invoice has been issued, pursuant to this Agreement.

8.3 Credit.

If Supplier extends credits to Customer for goods or Services, pursuant to any Quotation or Form attached to this Agreement, and Customer breaches said terms and conditions of said credit extension, or returns Goods in breach of Section 8.2 above, Customer must pay to Supplier additional fees, including, without limitation:

(a) 15% of Price for said Goods as a restocking fee, 10% of Fees for Services already rendered, as well as any shipping, handling or delivery fees and insurance premiums or deductible incurred by Supplier in supplying the Goods or Services to Customer.

(b) In addition to the applicable Price for Goods and/or the Fee for Services, Customer must pay applicable goods and services tax and any other tax or charge which may be required by legislation from time to time.

9. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

9.1 Customers acknowledge that:

(a) Supplier owns all Confidential Information and Intellectual Property Rights as defined in Section I above, in relation to the Goods or Services provided by Manufacturer or Supplier (whether alone or with Customer or its employees); and

(b) this Agreement does not transfer to Customer any rights in and to any Intellectual Property Rights or Confidential Information in any material created by Supplier or its employees in relation to the Goods or Services.

9.2 It is a condition of this Agreement that the Goods must not be given to third parties or reproduced in any form or reverse-engineered without Supplier’s advance written permission.

10. CONFIDENTIALITY

10.1 User: may use Confidential Information or Intellectual Property of Manufacturer or Supplier solely for the purposes of this Agreement and any Quotation or Form attached hereto.

10.2 Except as permitted under this Section, User must keep confidential all Confidential Information of manufacturer or Supplier; and

10.3 User may disclose Confidential Information of Manufacturer or Supplier to any outside third parties only with the advance written approval of Supplier (whose approval must not be unreasonably withheld):

(a) to people who:

(i) are aware and agree that the Confidential Information of Supplier must be kept confidential; and

(ii) either have a need to know (and only to the extent that each has a need to know), or have been specifically approved by Supplier, or as required by law or stock exchange regulation.

10.4 Confidential Information shall not include the following:

(a) the Confidential Information becomes public knowledge during this Agreement; or

(b) Customer became aware of that Confidential Information from a third person, in circumstances where there was no breach of any obligation of confidence.

11. INSTALLATION

11.1 Customer or its nominated contractor will install all Goods unless the Quotation or Form states otherwise or Supplier otherwise agrees in writing to supply installation services on the terms of this Agreement.

11.2 If requested by Customer, Supplier will provide installation, maintenance, and servicing instructions with or before the delivery of the Goods.

12. CUSTOMER INQUIRIES AND RELIANCE’S AS TO GOODS

12.1 Customer acknowledges that generally, magnetic separator and metal detectors Goods or equipment cannot be 100% efficient.

12.2 Manufacturer and Supplier, their employees, agent’s representatives, and contractors provide consultation, information and advice reflective of Manufacturer’s or Supplier’s experience. Any recommendations which Manufacturer or Supplier gives to Customer are provided for informational purposes only, and Manufacturer and Supplier do not warrant the complete accuracy of any consultation information or advice they provide to Customer.

12.3 Customer must make its own inquiries in relation to the capability and appropriateness of Goods for a particular purpose. Upon specific request, Manufacturer or Supplier will assist Customer or User with tests of Goods at the sole cost of Customer.

13. EQUIPMENT SAFETY

13.1 General safety instructions regarding handling and safety of the Goods are included with the Goods, and as stated in Manufacturer’s and Supplier’s Safety Rules Form regarding Goods attached to this Agreement and incorporated herein by this reference.

13.2 OSHA Safety Requirements.

(a) The supplier may include a copy of any required or necessary Occupational Health & Safety (OSHA) assessments for all Goods as they are to be used in a specific work environment with the Goods for the Customer.

(b) Supplier also may include a copy of any particular or additional safety or any other recommendations which arise from the OSHA assessment as stated above and provide a copy of these additional OSHA requirements or recommendations to its customers with the Goods.

(c) Goods are for industrial use only and Customer must acquaint itself before use with the safety rules and instructions, and the hazards of using, handling and installing Goods.

(d) Customer must follow and cause any User of Goods to acquaint themselves with and follow appropriate safety precautions and all safety instruction sheets and labels applicable to Goods purchased. Additional or replacement Safety Rules or safety instruction labels normally supplied with the Goods are available from Supplier upon request. Customer must request these of Supplier in writing if for any reason they are missing, lost or illegible.

(e) Customer shall conduct an independent risk assessment related to the intended use and action any safety or OSHA improvements, actions or requirements resulting from this risk assessment to ensure goods are used safely and all users are acquainted with all safety requirements before use.

14. LIABILITY AND INDEMNITY

14.1 Warranty. The Supplier warrants hardware Products of its manufacture to be free from defects in material and workmanship only pursuant to standard warranty documentation provided with the Goods unless a different period or terms otherwise noted in writing by the Supplier. Any Supplier warranty shall not apply to defects resulting from (i) improper or inadequate maintenance by Customer; (ii) Customer- supplied equipment, hardware, software or interfacing; (iii) unauthorized modifications, misuse or accidents; (iv) operation outside of the environmental specifications of the Goods; or (v) improper site preparation and maintenance. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED.

14.2 Supplier is not liable, and Customer will indemnify and hold Supplier harmless for all misapplication of Goods where Customer has not engaged Supplier for all installation, application and technical assistance where there is doubt or concern as to the suitability of all use of the Goods expressed either by Customer or any of its users.

14.3 With the exception of the return of Goods as stated in above, Supplier, and its employees, agents, representatives and contractors, are not liable for and Customer will indemnify and hold Supplier harmless against any and all losses, damages, expenses and costs that any Party may sustain or incur as a result, whether directly or indirectly, of any Claim by Customer or its users, whether or not Customer has been negligent or breached its Agreement with its users.

14.4 In addition to any applicable legislation, this Agreement states: the entire liability of each party to the other; and the extent of each party’s liability for any Claim.

14.5 To the extent permitted by law, the liability of Supplier in respect of any breach of or failure to comply with any Consumer Guarantee is limited, at the option of Supplier, to any one or more of

14.6 the following:

(a) In the case of Goods, to:

(i) the replacement of the Goods or the supply of equivalent Goods.

(ii) the repair of the Goods.

(iii) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or

(iv) the payment of the cost of having the Goods repaired.

(b) In the case of Services, to:

(i) the supplying of the Services again; or

(ii) the payment of the cost of having Services supplied again

14.7 Customer acknowledges that it will purchase and maintain insurance of sufficient amounts with reputable insurers for all its obligations and liabilities under this Agreement.

15. FORCE MAJEURE EVENT

15.1 If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure Event affecting that party, then that party’s obligations to perform in accordance with this Agreement will be suspended for the duration of the delay arising out of the Force Majeure Event. Provided, however, a Force Majeure Event shall not extend or otherwise terminate a party’s payment obligations under this Agreement.

15.2 As soon as possible after a Force Majeure Event arises, the party affected by it must notify the other party of the Force Majeure Event and the extent to which the notifying party is unable to perform its obligations under this Agreement.

16. TERMINATION.

16.1 Supplier may immediately terminate this Agreement on the following grounds:

(a) Upon discovery of any voluntary sale or transfer of Customer or most Customer’s assets to a third party.

(b) Any material breach by Customer that cannot be cured.

(c) Customer’s failure to cure or remedy any material breach within no less than twenty (20) days of service of the written Notice of Breach by Supplier

(d) Upon discovery of that Customer:

(i) ceases, or threatens to cease, to carry on all or substantially all its business or operations.

(ii) is declared or becomes bankrupt or insolvent and is unable to pay its debts as they fall due.

(iii) enters a general assignment of its indebtedness or a scheme of arrangement or composition with its creditors; or

(iv) takes or suffers any similar or analogous action in consequence of its then Supplier also has included a copy of any particular or additional safety or any other recommendations which arise from the OSHA assessment as stated above and provide a copy of these additional OSHA requirements or recommendations to its customers with the Goods.

17. DISPUTE RESOLUTION

Any dispute under the Agreement or related to this Agreement and all attachments hereto shall be decided by binding arbitration in the County and State where Supplier is located, in accordance with an agreed-upon independent private mediation/arbitration service. If Supplier prevails in any proceeding regarding the terms and conditions of this Agreement, Supplier shall be entitled to reimbursement of its legal fees and costs, including, reasonable attorneys’ fees,.

18. GOVERNING LAW.

This Agreement has been entered into in the County and State of Supplier’s location, and shall be governed by, construed and enforced in accordance with the laws of that County and State.

19. REPRESENTATIONS AND WARRANTIES.

Customer represents and warrants that it has the right to enter and perform this Agreement in accordance with the terms herein. Customer represents and warrants that it has carefully read this Agreement and know the contents thereof and that it signs the same freely and voluntarily; it relies solely upon its own judgment, belief and knowledge, and/or the advice and recommendations of its own counsel, and it has not been influenced to any extent whatsoever in executing the same by any representations or statements covering any matters made by Manufacturer or Supplies.

20. ASSIGNMENT OF RIGHTS/SUCCESSORS AND ASSIGNS.

This Agreement cannot be assigned, in whole or in part, to any outside third party. Any portion of the terms and conditions can be mutually agreed, in writing and executed by all parties, to be assigned to an outside third party, and will be considered an addendum to this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, representatives, successors, and permissible assigns.

21. WAIVER AND AMENDMENT.

Supplier, at its discretion, shall have sole authority to waive any breach of this Agreement, which, if granted, is not valid unless it is in writing by Supplier. The waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same on any other provision hereof. This Agreement may be amended only by a written agreement executed by all Parties at the time of the modification.

22. SEVERABILITY

If any covenant, condition, or other provision herein contained is held to be invalid, void, or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other covenant, condition or other provision herein contained. If such condition, covenant, or other provision shall be deemed invalid due to its scope or breadth, such covenant, condition, or other provision shall be deemed valid to the extent of the scope or breadth permitted by law.

23. ENTIRE AGREEMENT. This Agreement and the Special Note constitute the entire agreement between the parties and supersedes all prior written or oral agreements. The terms and conditions of this Agreement take precedence over Customer’s additional or different terms and conditions, to which notice of objection is hereby given.

24. NOTICE. Any notice required under this Agreement shall be valid upon delivery via U.S. Mail postage prepaid to the address set forth in this Agreement or any related purchase order or invoice.

25. COUNTERPARTS. If executed, this Agreement may be executed in counterparts, all of which together shall be deemed one final and binding agreement.