PACE TECHNOLGIES TERMS AND CONDITIONS

1. LIMITED WARRANTY AND DISCLAIMER

PACE Technologies Equipment is under warranty for two years from the purchase date to be free from defects in material and workmanship under correct use, normal operating conditions, and proper application. "Normal operating conditions" are defined as the operational environment specified in the product documentation. PACE Technologies' obligation under this warranty shall be limited to the repair or exchange, at PACE Technologies' discretion, of any PACE Technologies equipment or part which proves to be defective as provided herein. Repair or replacement processes, including turnaround times, are subject to change. PACE Technologies reserves the right to either inspect the product at the Buyer’s location or require it to be returned to the factory for inspection. The Buyer is responsible for freight to and from the factory on all warranty claims. This warranty does not extend to Consumables, goods damaged or subjected to accident, abuse, misuse after release from PACE Technologies' warehouse, nor goods altered or repaired by anyone other than specifically authorized PACE Technologies representatives without written approval. The warranty is void if the product is used in environmental conditions in which it is not designed to operate. PACE Technologies shall not be responsible for the consequences of any unauthorized alteration, modification, or misuse.

Note: Corrosion is considered a maintenance issue and not a warranty issue.

PACE TECHNOLOGIES MAKES NO EXPRESS WARRANTIES OTHER THAN THOSE WHICH ARE SPECIFICALLY DESCRIBED HEREIN. Any description of the goods, including Buyer’s specifications and any description in catalogs, circulars, and other written material, is solely for identification and does not create an express warranty that the goods shall conform to such description. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY STATES PACE TECHNOLOGIES' ENTIRE AND EXCLUSIVE LIABILITY AND THE BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM FOR DAMAGES IN CONNECTION WITH THE PRODUCTS. PACE TECHNOLOGIES WILL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, NOR FOR ANY SUM IN EXCESS OF THE PURCHASE PRICE.

2. LIABILITY CAP

PACE Technologies' maximum aggregate liability for loss and damage arising under, resulting from, or in connection with the supply or use of the Equipment and Consumables, whether such liability arises from any one or more claims for breach of contract, tort (including negligence), delayed completion, warranty, indemnity, strict liability, or otherwise, shall be limited to one hundred percent (100%) of the purchase price unless otherwise limited by these terms.

3. DELIVERY

The Customer assumes and shall bear the risk of all loss or damage to the Products from every cause whatsoever, whether or not insured, and title to such Products shall pass to the Customer upon PACE Technologies' delivery of the Products to the common carrier of PACE Technologies' choice, or the carrier specified in writing by the Customer, for shipment to the Customer. Any claims for breakage, loss, delay, or damage shall be made to the carrier by the Customer, and PACE Technologies will render reasonable assistance in prosecuting such claims.

4. ACCEPTANCE

Upon receipt of delivery, the Customer is obligated to inspect the Products within ten (10) business days. This inspection should include a verification of product specifications, condition, and completeness against the order details. If the Customer finds any damages, errors, or shortages in the Products, they must submit a written objection to pace@metallographic.com within thirty (30) business days from the date of delivery as recorded by the carrier. This objection email should include the corresponding invoice number noted in the subject line. The objection should include detailed descriptions and any relevant documentation, such as photographs, to support the claim. Failure to conduct an inspection or to submit any claim within this thirty (30) business day period, commencing from the carrier’s recorded delivery date, will be deemed as the Customer's acceptance of the Products as is. This acceptance constitutes a waiver of any right to make future claims regarding the condition or completeness of the received Products. The Customer's acknowledgment of receipt is not required to initiate this inspection period.

5. PAYMENT

The Customer agrees to provide timely payment for the Products in accordance with the terms of payment that are set forth on the corresponding Order Acknowledgment sent from an authorized PACE Technologies representative. If any payment is not made on or before its due date, PACE Technologies may demand the Customer pay interest on such late payment from the due date until paid at the lesser of 12% per annum or the maximum rate allowed by law.

6. DEFAULT

If the Buyer is in default under the work or purchase order or any other agreement between the Buyer and Seller, including but not limited to failure to pay all amounts due and payable, the Buyer’s rights under the warranty shall be suspended during any period of such default. The original warranty period will not be extended beyond its original expiration date despite such suspension of warranty rights.

7. MISCELLANEOUS PROVISIONS

This agreement is exclusively governed and interpreted in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. Any disputes, controversies, or claims arising out of or relating to the purchase of the equipment, including but not limited to its validity, interpretation, performance, breach, or termination, shall be resolved through binding arbitration. However, both parties agree that before proceeding to arbitration, they will attempt to resolve disputes through mutual negotiation or mediation. Arbitration shall be conducted in Pima County, Arizona, under the rules of the American Arbitration Association (AAA), but with the following stipulations:

Each party shall bear its own costs related to the arbitration, regardless of the outcome. This includes attorney fees, administrative fees, and other expenses incurred during the arbitration process.

The arbitrator’s authority shall be limited to making determinations under the existing terms of this Agreement and shall not have the authority to award punitive or exemplary damages.

The arbitration award shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

These terms and conditions, along with the product descriptions as outlined in the accompanying Order Acknowledgment or other official PACE Technologies documentation, constitute the entire agreement between the parties regarding this sale. This agreement supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals, written or oral, related to its subject matter. Any amendment or modification to this Agreement is effective only if it is in writing and signed by duly authorized representatives of both parties. A waiver by either party of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default and will not in any way affect the other terms of this Agreement.

8. RESTOCKING FEE

All returns of products to PACE Technologies are subject to a restocking fee. This fee will be equivalent to 15% (fifteen percent) of the total invoice value of the returned goods. This restocking fee is applicable unless the returned products are determined by PACE Technologies to be non-conforming. In the event of a return due to non-conforming goods, PACE Technologies will conduct a thorough inspection and verification process. If the products are confirmed to be non-conforming, PACE Technologies will waive the restocking fee and may, at its discretion, offer a replacement, repair, or refund for the non-conforming goods. All returned products must be in their original condition, including packaging, documentation, manuals, and accessories. Failure to return goods in their original condition may result in additional charges or refusal of the return. PACE Technologies reserves the right to amend the restocking fee policy for specific categories of products, special orders, or in cases of bulk purchases, as detailed in the Order Acknowledgment at the time of sale.