TERMS AND CONDITIONS OF SALE

Your Rights and Obligations.

THESE TERMS AND CONDITIONS OF SALE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THEM CAREFULLY.

THESE TERMS AND CONDITIONS OF SALE INCLUDE A CLASS ACTION WAIVER.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS OF SALE.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS AND CONDITIONS OF SALE, (ii) ARE NOT AT LEAST 18 YEARS OF AGE, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.

Applicability. These Terms and Conditions of Sale (these “Terms”) apply to the purchase and sale of any machine, equipment, components, parts, and/or accessories you offer to purchase (the “Products”) from Black Iron Precision Press and Laser LLC, a Utah limited liability company (“Seller,” “we,” “us,” or “our”) in an order you place on our website (the “Order”), www.blackironprecision.com (our “Website”). If you are placing an Order on behalf of non-natural person, both you and that non-natural person are jointly and severally liable under these Terms. These Terms, together with the Website Terms of Use and Privacy Policy that are available on our Website, constitute the entire agreement between you and us on or relating to the Products, and become legally binding, on the date we accept the Order.

Order Acceptance and Cancellation. Your Order is an offer to purchase the Products under these Terms, which we may accept or reject at our sole discretion. We have no obligation to sell the Products to you unless and until we accept the Order. We will indicate our acceptance of the Order by sending you a confirmation e-mail to the e-mail address you provide to us when you place the Order. Unless and until you receive this confirmation e-mail, a binding contract between you and us has not been formed.

Price. All prices are in U.S. dollars. We may make commercially reasonable adjustments to the prices listed in the Order and on our Website to account for any cost increases beyond our control, including changes in foreign exchange rates. You will pay all such prices and applicable taxes, including but not limited to any sales and use tax, tariffs, value added tax, and similar fees or taxes assessed by governmental authorities. If we pay any of these taxes, we may charge the credit card you provide to us when you place your Order, and you agree to pay and reimburse us for these taxes. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use that credit card for the Order, (iii) charges incurred by you on that credit card will be honored by your credit card company, and (iv) you will pay charges incurred by you pursuant to these Terms, including the aforementioned tariffs and taxes, if any. You agree that if you make any misrepresentations anywhere in these Terms or in any Order, we will have all rights and remedies available to us at the common law. You will pay interest on all late payments at the rate of two percent (2%) per month.

All Sales Final. All of our sales are final, and we do not accept any returns or offer any refunds. However, we stand behind the quality of the Products we sell, and provide the Limited Warranty described in paragraph 15 below. Please review your Order carefully to ensure it is correct before placing it.

Security Interest. You hereby grant us a security interest in the Products to secure all payments you owe us under these Terms, and you authorize us to file and record a UCC-1 or analogous record to perfect that security interest.

Timing. Shipping, delivery, and installation dates referenced on our Website represent estimates. You understand that overseas manufacturing, shipping, customs, ground transportation, and other factors may affect these estimated dates. Commercially reasonable variation in these dates does not constitute breach of these Terms or nonconformity.

Freight Arrangements. You understand that you are responsible for arranging all freight transportation with a freight broker or transportation company and that we have no involvement, influence, or control over these arrangements. You also understand that we are not a freight broker or transportation company and are not responsible for arranging domestic transportation of the Products. We may provide you a “best practices” sheet for transporting the Products, but you are solely responsible for ensuring those practices are followed. YOU FURTHER UNDERSTAND AND AGREE THAT IN NO EVENT MAY WE BE HELD LIABLE FOR FREIGHT ARRANGEMENTS OR TRANSPORTATION OF THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY FAILURE TO FOLLOW “BEST PRACTICES,” AND YOU WILL INDEMNIFY US FROM AND AGAINST ANY AND ALL CLAIMS RELATING THERETO.

Preinstallation Preparations. You will perform all necessary preinstallation work according to the preinstallation specifications we provide you either in the Invoice, or after acceptance of these Terms (the “Preinstallation Work”). You will hire and pay third parties, as may be necessary, to perform the Preinstallation Work at your own and sole expense. You acknowledge that we are not a licensed contractor for the Preinstallation Work and are not responsible for inspecting or verifying the correctness thereof.

F.O.B. Point. If any Products are delivered to a different port than identified in the Invoice because of circumstances beyond our control, you will accept the Products f.o.b. the different port. You are responsible for any additional domestic overland freight charges arising from a change in port.

Inspection. You will immediately inspect all Products upon tender or delivery. Any damage which you observe or which you could have reserved at that time must be noted on the bill of lading, or is waived. You will provide written notice, by e-mail to us at [email protected], of any nonconformity which you could not observe upon tender or delivery within three (3) calendar days of tender or delivery, whichever is earlier, and if you provide us with any such notice, you must retain the original packaging for the Products or you waive any rights with respect to the nonconformity. Upon receipt of such notice, and notwithstanding any other deadlines in these Terms, we will have a reasonable amount of time to inspect and to remedy any actual nonconformity by substitution, by repair, or otherwise. If we do not receive such notice from you, you are deemed to have accepted the Products.

Transfer of Title/Ownership. Notwithstanding possession of the Products, we retain all title and ownership of the Products until you have paid us all amounts owed under these Terms in full, including any applicable interest. Only when all such amounts are paid does title and ownership of the Products transfer to you.

Safety, Operation, Use and Maintenance. You are fully and solely responsible for: (1) ensuring that the Products are set up, configured, and operated only by trained operators using proper safety devices and equipment, and safe operating procedures; (2) ensuring that all operators of the Products are properly trained; (3) ensuring that the Products are used only within capability ranges and on approved materials; (4) ensuring that setup, use, and operation of the Products complies with all applicable government and industry safety and operation standards, and all applicable laws; (5) compliance with all applicable government, commercial, and industry electrical codes and standards; and (6) performing maintenance according to the maintenance instructions of the Products’ manufacturer. You agree to indemnify us from and against any claims that arise from or relate to your failure to do any of the foregoing.

Service. You agree to pay us, at our then-current rates, for all work, demonstrations, installation, start-up, use or operation instructions, maintenance, and repairs (“Service”) of any Products, if that Service is not covered by the Limited Warranty, including but not limited to our hourly rates and overtime as appropriate, our costs (e.g., rigging equipment, tools, supplies), our travel, our per diem, and any other incidentals.

Limited Warranty. Seller warrants the Products to be free from defective material and workmanship for one year, beginning on the date of tender or delivery, whichever is earlier (the “Warranty Period”), to you (the “Limited Warranty”). Any of the following voids this Limited Warranty: (1) failure to properly prepare the installation site for the Products; (2) improper setup, operation, maintenance, conditions, or treatment of any Products giving rise to defective performance; (3) regular use of the Products for more than eight (8) hours per day; (4) change in ownership or possession of the Products; and (5) repair, alteration, or modification of any kind to the Products, other than by Seller or with Seller’s written approval. During the Warranty Period, upon written notice to Seller, by e-mail to us at [email protected], of any defective material or workmanship covered by this Limited Warranty, we will, within a commercially reasonable period of time, repair or replace, at our sole discretion, a defective Product or Product component, and this repair or replacement is your sole remedy under the Limited Warranty. Notwithstanding anything in these Terms or otherwise to the contrary, this Limited Warranty DOES NOT cover or apply to any cutting tools, dies, consumables, or other similar Products. This Limited Warranty applies only to Products that are new and purchased directly from us. There is no warranty of any kind for used Products.

Disclaimer of Warranty. Although the Products’ manufacturer may include a warranty with the Products, and except for the Limited Warranty, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE PRODUCTS, INCLUDING BUT NOT LIMITED ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Seller is simply a reseller of the Products, and you agree to look solely to the Products’ manufacturer for any warranty obligations beyond the Limited Warranty. If you resell any of the Products, you agree to include in your agreement for resale provisions that limit recovery in accordance with these Terms, and to indemnify us from and against any claims made by anyone to whom you resell any of the Products.

Damages Limitation and Class Action Waiver. All damages and remedies for which we may be found liable for any breach of these Terms are limited to the amounts you actually paid under these Terms and do not include, under any theory of recovery, any (a) incidental, special, punitive, consequential or indirect damages, or (b) damages resulting from your or anyone else’s lost sales, business, profits, data, opportunity, or goodwill. IN NO EVENT WILL WE BE HELD LIABLE FOR ANY SUCH DAMAGES. MOREOVER, YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE ANY CLAIMS, OR OTHERWISE PARTICIPATE, IN A CLASS ACTION OR REPRESENTATIVE ACTION. You understand and agree that but for this limitation of damages and class action waiver, we would charge you a much higher price for the Products to offset the risk to us. Moreover, because you chose the particular Products and specifications you wanted on our Website, without any input from us when you placed your Order, YOU ASSUME FULL RESPONSIBILITY FOR THE PRODUCTS MEETING YOUR SPECIFICATIONS, REQUIREMENTS, AND INTENDED USE, AND SELLER DOES NOT MAKE ANY REPRESENTATION AS TO THE PRODUCTS MEETING THOSE SPECIFICATIONS, REQUIREMENTS, OR INTENDED USE.

Indemnification. You agree to indemnify us for any third-party claims against us arising out of or relating to these Terms or the Products, including but not limited to costs of defense, attorney fees, damages, and judgments.

Insurance. At all times after you take possession of the Products, and until you have made full payment under these Terms, you will maintain, with an insurance carrier reasonably acceptable to us, insurance sufficient to cover loss of or damage to the Products (including but not limited to during shipping, transportation, or rigging). You will provide proof of such insurance to us upon request.

Governing Law and Disputes. The laws of the State of Utah (without giving effect to its conflicts of law principles) govern all matters arising under or relating to these Terms or your use of the Website, including torts. You and we agree to litigate all such matters in the state or federal courts having jurisdiction over Salt Lake County, Utah, and all appellate courts therefrom, and you consent to the jurisdiction of those courts. The prevailing party in all such matters will pay the non-prevailing party’s costs and reasonable attorney fees arising out of or relating to all such matters.

Force Majeure. A “Force Majeure Event” means any act, event, or circumstance, whether foreseen or unforeseen, that meets all of the following tests: (1) the act, event, or circumstance prevents a party, in whole or in part, from performing any obligation under this Agreement or satisfying any condition to any obligation of the other party under this Agreement; (2) the act, event, or circumstance is beyond the reasonable control of and not the fault of the nonperforming party; and (3) the nonperforming party has been unable to avoid or overcome the act, event, or circumstance by the exercise of reasonable diligence. In the case of a Force Majeure Event, both parties are excused from performance under this Agreement, until the time when the Force Majeure Event no longer exists; except that a Force Majeure Event never excuses your obligations to make payments under these Terms when due to us, under any circumstances.