PROD Design & Analysis, Inc. Terms & Conditions applies to all sales, unless otherwise noted. An order or offer is finalized under only these Terms and Conditions once signed by both PROD Design & Analysis, Inc. and the customer.

1. Quotation
All price quotations are valid for 30 days. Once the 30-day period has expired and a quotation has not been accepted by the customer, PROD Design & Analysis, Inc. reserves the right to update its pricing to reflect current business conditions.

2. Terms of Payment
Invoices are sent to the customer after the work is performed, and by default, payments for invoices are due within thirty (30) days, unless other terms are agreed to in writing by the parties. All accounts shall thereafter draw interest at the rate of 1-1/2 per cent per month until fully paid.

3. Taxes
Any and all applicable taxes are not reflected in the pricing indicated in quotations and are the sole responsibility of the customer. If a customer qualifies for an exemption of any such applicable taxes from invoices, it is the customer’s responsibility to provide PROD Design & Analysis, Inc. with a valid certificate or document authorizing the customer to be exempt from the collection of such tax.

4. Delivery and Risk of Loss
Delivery dates, indicated in quotations, are estimates that may be revised to reflect current business conditions and take effect if and only after design approval has been obtained from the customer. Reasonable efforts will be made to meet an estimated delivery date contained in the quotation. The title and risk of loss on the Products shall pass to the customer at the FOB Point which in all cases will be at the dock of PROD Design & Analysis, Inc.

5. Customer Documentation
The customer is required to provide PROD Design & Analysis, Inc. with complete specifications that impact equipment design, tooling, or functional intent of quoted items in writing. Lack of customer documentation may delay or stall delivery and/or impact equipment intent.

6. Design Alterations
Modifications and/or alterations to those initially agreed upon may impact timing and equipment price. All modifications and/or alteration requests must be approved by PROD Design & Analysis, Inc.

7. Final Component Selection
PROD Design & Analysis, Inc. reserves the right to select components for the implementation of products and services rendered at its sole discretion.

8. Reservation of Rights
If the customer is delinquent in the payment of any obligations that are due, PROD Design & Analysis, Inc. reserves the right to any equipment, system, tooling, dies, fixtures, samples, products or other property of the customer (collectively, “Property”) until said account is paid in full. The customer hereby grants PROD Design & Analysis Inc. a security interest in said Property up to the full amount of the unpaid purchase price. The customer authorizes PROD Design & Analysis Inc. to file a financing statement on behalf of the customer to perfect a security interest in such Property. Notwithstanding anything to the contrary herein, title to such Property does not transfer until the earlier of: (i) shipment of the Property per the terms of Section 3 above or (ii) PROD Design & Analysis receives full payment from the customer for such Property.

9. Proprietary Rights
When a customer submits a purchase order, the customer affirms that the request will not infringe any patents, copyrights, industrial design rights or other proprietary rights of any third party. If needed to complete the purchase order, the customer grants PROD Design & Analysis, Inc. a limited license to use any patent, copyrights, industrial design rights or other proprietary rights. PROD Design & Analysis, Inc. reserves the right to all equipment design, tools, methods of operation, fabrication techniques, manufacturing processes and solutions, standards, other development procedures and processes, previously developed or created for the project and the right to use them within its own operations. All equipment rights are transferred to the customer only after PROD Design & Analysis Inc. receives full payment for the product and services rendered to the customer.

10. Technical Information
All technical information disclosed before and after this date in connection with the goods or work to be performed by PROD Design & Analysis Inc. is on a non-confidential basis, unless otherwise agreed beforehand by the parties. PROD Design & Analysis Inc. reserves the right to all copyrights and retains ownership of all product and design drawings.

11. Confidential Information
The customer acknowledges and agrees to protect the processes utilized by PROD Design & Analysis, Inc. that contain certain proprietary and confidential information by not disclosing such information to any third party.

12.Warranty and Claims; Limitation of Liability
PROD Design & Analysis, Inc. provides warranty on the parts it manufactures within two (2) years of manufacture, if the parts are found to be defective, because of defective materials or workmanship, or failure to conform with specifications received from the customer as noted in the customer documentation and with the following limitations and conditions:

a. Written notice of a claim must be delivered to PROD Design & Analysis, Inc. within thirty (30) days following the discovery of defects or such claim shall be deemed waived by the customer and in every case this written notice must be provided within two (2) years from the date of manufacture of the Product.

b. PROD Design & Analysis, Inc. must be given a reasonable opportunity to investigate the product of the claim and the claimed defect. The customer agrees to preserve all products for a reasonable time to permit proper testing and investigation.

c. PROD Design & Analysis, Inc. makes the final determination of whether or not a product is defective. A customer must obtain the approval of PROD Design & Analysis, Inc. before returning a product. If the Product was damaged in transit to customer, the claim must be filed with the carrier.

d. Notwithstanding anything to the contrary herein, all parts and materials purchased by PROD Design & Analysis, Inc. from a manufacturer, seller or supplier and subsequently incorporated into a system, piece of equipment or tooling will carry the original manufacturer’s standard warranty. PROD Design & Analysis, Inc. assigns to the customer all rights and claims acquired against seller, supplier or manufacturers of said parts and materials. The customer shall have no rights for warranty or any other claims against PROD Design & Analysis, Inc. for any such parts or materials.

e. THIS WARRANTY DOES NOT COVER LOSS, DAMAGE OR DEFECTS RESULTING FROM IMPROPER OR INADEQUATE USE BY THE CUSTOMER OR UNAUTHORIZED MODIFICATION OR MISUSE OF THE PRODUCTS. The customer has the obligation to maintain and operate the provided system, piece of equipment or tooling in accordance with PROD Design & Analysis, Inc. recommendations. Any recommended and/or other reasonable periodic maintenance shall be appropriately completed by qualified technicians. Failure to meet the forgoing will result in the Warranty being rendered null and void.

f. Software for a system or piece of equipment will be warranted for a period of (90) ninety days from final customer acceptance. Any change to the software performed by the customer or a third party will render the warranty null and void.

EXCEPT AS SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROD DESIGN & ANLAYSIS, INC. SPECIFICALLY DISCLAIMS ANY LIABILITY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR REVENUES, DAMAGE OR LOSS OF OTHER PROPERTY OR EQUIPMENT OR COST OF CAPITAL. PROD DESIGN & ANALYSIS, INC.’S LIABILITY TO THE CUSTOMER AND/OR END USERHEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL PURCHASE PRICE PAID HEREUNDER TO PROD DESIGN & ANALYSIS, INC.

13. Conflicting Language
In the event of a conflict between these Terms and Conditions and/or those on any other contracts or invoices, the Terms and Conditions agreed on and signed by both parties, PROD Design & Analysis Inc. and the customer, will take precedence.

14. Force Majeure
PROD Design & Analysis, Inc. is not liable for its failure to perform hereunder, in whole or in part, due to contingencies beyond its reasonable control, including but not limited to strikes, riots, war, fire, acts of God, terrorist activities, injunctions, compliance with any law, regulation or order, whether valid or invalid, of the United States of America, or any other governmental body or any instrumentality thereof, whether now existing or hereafter created.

15. Indemnity
Customer agrees to indemnify and hold harmless PROD Design & Analysis Inc., its officers, directors, agents and employees from and against any and all losses, costs, liabilities, damages, expenses (including without limitation reasonable attorney’s fees and expenses), claims, demands, actions and causes of action (collectively, “Claims”) arising from or relating to the performance of the work on the Product(s) by PROD Design & Analysis Inc. or in any way occasioned by an act or omission of the customer or any of its officers, directors, agents, or employees, or any person or entity the customer deals with or sells to after the Product leaves the control of PROD Design & Analysis Inc. The customer shall defend, indemnify and hold harmless PROD Design & Analysis Inc. against and save it harmless from any and all Claims arising from or relating to any alleged or actual infringement or violation of any patent or patent right, arising in connection with the design, manufacture or shipping of the Products.

16. Severability
The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

17. Choice of Law
Any document generated by PROD Design & Analysis Inc., including these Terms and Conditions shall be construed and interpreted in accordance with the laws of the State of Texas.

18. Contract Cancellation
Any order or contract may be terminated by the customer only by written notice and upon payment of reasonable and proper termination charges. Termination charges include, but are not limited to, all costs incurred for personnel, facility, equipment and materials identified in the order or contract, up to the date of notice of termination. PROD Design & Analysis, Inc. will, upon receiving a written notice of cancellation, prepare and submit a cost-to-date invoice recognizing all costs incurred to the date of such request. The invoice will include applicable credits for the return of any standard components to stock, if any, plus a 15% cancellation fee that will be based on the total contract price. All termination charges, credits and the cancellation fees, less any payments previously made by PROD Design & Analysis, Inc., shall be due and payable within thirty (30) days from date of invoice. THIS REPRESENTS THE TERMS AND CONDITIONS AGREED TO PROD DESIGN & ANALYSIS, INC. NO OTHER TERMS SHALL APPLY UNLESS STIPULATED AND AGREED TO IN WRITING BY BOTH PARTIES UNDER A SEPARATE AGREEMENT.