Terms and Conditions

These Terms and Conditions ("Terms") govern all quotations, order acknowledgments, sales, and shipments of Equipment, Consumables, software, and services by PACE Technologies ("PACE"). PACE's acceptance of any order is expressly made conditional on the Customer's assent to these Terms. Any additional, different, or conflicting terms contained in the Customer's purchase order, request for quotation, acknowledgment, or other document, whether issued before, contemporaneously with, or after these Terms, are hereby objected to and rejected, and shall not become part of the agreement between the parties, even if PACE proceeds with performance without specific objection to such terms. No course of dealing, course of performance, or trade usage shall be relied upon to modify these Terms.

In the event of conflict, the order of precedence shall be: (i) a written agreement between the parties signed by an authorized officer of PACE expressly modifying these Terms; (ii) the PACE Order Acknowledgment; (iii) these Terms; (iv) the PACE quotation. Terms used in capitalized form herein and not otherwise defined have the meanings given in the Order Acknowledgment.

PACE Equipment is warranted, beginning on the date of shipment from PACE's facility (as evidenced by PACE's bill of lading or shipping documentation) and continuing for twenty-four (24) months thereafter, 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 manual or technical specifications. Warranty is void if equipment is used outside these conditions, modified without written authorization, or if recommended maintenance is not performed. Consumables (including but not limited to abrasives, mounting compounds, polishing pads, etchants, lubricants, and replacement parts) are excluded from warranty coverage.

PACE's obligation under this warranty shall be limited to the repair or exchange, at PACE's discretion, of any PACE equipment or part which proves to be defective as provided herein. Repair or replacement processes, including turnaround times, are subject to change and are not guaranteed. PACE reserves the right to either inspect the product at the Customer's location or require it to be returned to the factory for inspection. The Customer 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's warehouse, nor goods altered or repaired by anyone other than specifically authorized PACE representatives without written approval. Regular maintenance as specified in the equipment manual is required to maintain warranty coverage. Failure to perform recommended maintenance may void warranty. Corrosion is considered a maintenance issue and is not a warranty issue.

Equipment requiring installation must be installed by qualified personnel in accordance with local codes and regulations. PACE does not provide installation services for all equipment. Customer is responsible for ensuring proper installation; warranty may be voided if installation is performed incorrectly. For equipment custom-built or modified to Customer's specifications, PACE makes no warranty as to the suitability, performance, or non-infringement of such specifications, and Customer assumes responsibility for the adequacy of any specifications it provides.

PACE MAKES NO EXPRESS WARRANTIES OTHER THAN THOSE WHICH ARE SPECIFICALLY DESCRIBED HEREIN. Any description of the goods, including Customer's specifications and any description in catalogs, circulars, marketing materials, salesperson statements, or other written or oral 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, EXPRESS OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS WARRANTY STATES PACE'S ENTIRE AND EXCLUSIVE LIABILITY AND THE CUSTOMER'S EXCLUSIVE REMEDY FOR ANY CLAIM FOR DAMAGES IN CONNECTION WITH THE PRODUCTS.

Limitation of Actions. Any action by Customer for breach of warranty, breach of contract, or any other claim arising out of or relating to the Products or these Terms must be commenced within one (1) year after the cause of action has accrued. Any claim not brought within this one-year period is permanently waived and barred.

PACE's maximum aggregate liability for loss and damage arising under, resulting from, or in connection with the supply or use of the Equipment, Consumables, software, or services, 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 of the specific Product giving rise to the claim. IN NO EVENT SHALL PACE BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF PACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this Section apply only to PACE's liability to Customer and do not limit (i) Customer's payment obligations, (ii) Customer's indemnification obligations under Section 18, (iii) Customer's obligations regarding intellectual property, confidentiality, hazardous materials, or export controls, or (iv) any liability that cannot be limited under applicable law. The limitations in this Section shall survive termination or expiration of any agreement between the parties.

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's delivery of the Products to the common carrier of PACE's choice, or the carrier specified in writing by the Customer, for shipment to the Customer (FCA PACE's facility, Incoterms 2020). Any claims for breakage, loss, delay, or damage shall be made to the carrier by the Customer, and PACE will render reasonable assistance in prosecuting such claims for a period of ninety (90) days following delivery. Delivery dates communicated by PACE are estimates only; time is not of the essence with respect to delivery unless expressly agreed in a writing signed by an authorized officer of PACE.

Upon receipt of delivery, the Customer is obligated to inspect the Products within ten (10) business days. This inspection should include 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 in the subject line and detailed descriptions and supporting documentation, such as photographs. 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.

Payment Terms: Net 30 days for domestic customers with approved credit. International customers are required to pre-pay unless alternative arrangements are made in writing. Credit approval is required for all Net 30 terms. The Customer agrees to provide timely payment for the Products in accordance with the terms of payment set forth on the corresponding Order Acknowledgment sent from an authorized PACE representative. PACE reserves the right to charge interest on late payments at the lesser of 1.5% per month (18% per annum) or the maximum rate allowed by law, and may suspend future shipments until the account is current.

Quotations are valid for thirty (30) days from issuance unless otherwise stated. PACE reserves the right to adjust pricing prior to shipment to reflect material increases of more than ten percent (10%) in raw material, component, energy, or freight costs occurring between the date of the Order Acknowledgment and the date of shipment; in such case, Customer may cancel the affected portion of the order without penalty by written notice within ten (10) business days of PACE's price-adjustment notice.

All prices are exclusive of any sales, use, value-added, excise, or similar taxes, duties, or governmental charges, all of which are the responsibility of the Customer. If PACE is required to collect any such tax, it will be added to the invoice unless Customer provides a valid exemption certificate prior to invoicing.

If the Customer is in default under any work order, purchase order, or other agreement between the Customer and PACE (including but not limited to failure to pay all amounts due and payable when due), then in addition to any other remedies available at law or in equity, PACE may: (i) accelerate all payments due or to become due; (ii) suspend or cancel any pending shipments or services; (iii) place the Customer's account on credit hold; (iv) repossess Equipment for which payment has not been received in full, with Customer hereby granting PACE a purchase-money security interest in such Equipment until payment in full; (v) pursue any and all collection remedies; and (vi) recover all costs of collection, including reasonable attorney fees and court or arbitration costs.

The Customer's rights under the warranty shall be suspended during any period of default, and the original warranty period will not be extended beyond its original expiration date despite such suspension. The Customer's payment obligations are absolute and unconditional, and Customer waives any right of set-off, counterclaim, recoupment, or deduction.

No Product may be returned without a written Return Material Authorization (RMA) issued by PACE in advance. Eligible Equipment returns must be requested within thirty (30) days of delivery, are subject to a fifteen percent (15%) restocking fee, and must be received in original factory condition with all packaging, manuals, and accessories. Consumables may be returned within thirty (30) days only if unopened and in resaleable condition, and are subject to the same fifteen percent (15%) restocking fee. Opened consumables, custom-manufactured items, special-order items, and items modified at Customer's request are non-returnable.

In the event of a return due to non-conforming goods confirmed by PACE inspection, PACE will waive the restocking fee and may, at its discretion, offer a replacement, repair, or refund. Failure to return goods in their original condition may result in additional charges or refusal of the return. PACE reserves the right to amend the restocking fee policy for specific categories of products, special orders, or bulk purchases, as detailed in the Order Acknowledgment at the time of sale.

Consumables should be stored according to manufacturer recommendations. Customer is responsible for checking expiration dates and proper storage conditions as indicated on product packaging.

PACE sells etchants, acids, abrasive compounds, solvents, and other materials that may be hazardous if mishandled. By purchasing such materials, the Customer represents and warrants that:

• Personnel handling the materials are trained in accordance with the OSHA Hazard Communication Standard (29 CFR 1910.1200) or equivalent local regulations;
• The Customer has reviewed the applicable Safety Data Sheet (SDS) for each material and will make the SDS available to all users;
• The Customer will provide and require the use of appropriate personal protective equipment;
• The Customer will use, store, transport, and dispose of all materials in compliance with the Resource Conservation and Recovery Act (RCRA), applicable state and local regulations, and all other applicable laws;
• The Customer will not repackage, relabel, dilute, or otherwise alter PACE chemical products in any manner that removes or obscures original hazard labels or SDS information; and
• The Customer will not resell or distribute hazardous chemicals except in original PACE packaging with original labeling.

The Customer assumes all risk associated with the handling, use, storage, transportation, and disposal of hazardous materials and shall indemnify, defend, and hold harmless PACE from and against any and all claims, injuries, damages, fines, penalties, remediation costs, or losses arising from or related to such materials, regardless of cause, except to the extent caused by PACE's gross negligence or willful misconduct.

Customer may not reverse engineer, decompile, disassemble, copy, or modify Equipment, software, firmware, or documentation without PACE's prior written authorization. All proprietary information, drawings, specifications, manuals, and technical data provided by PACE remain the confidential and proprietary property of PACE and may be used by Customer only in connection with its authorized use of the Products. Customer may not resell, sublicense, lease, or transfer Equipment outside its enterprise without PACE's prior written permission. Trademark, patent, and copyright notices must remain visible on all Products and documentation. Any unauthorized modification, copying, or transfer voids the warranty, may result in termination of support services, and may be pursued through all available legal remedies.

All software and firmware provided with PACE Equipment, whether embedded or separately installed ("Software"), is licensed and not sold. PACE grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Software solely in conjunction with the specific Equipment on which it was delivered, and solely for Customer's internal business purposes. Customer shall not: (i) copy, modify, adapt, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, or disassemble the Software, except to the limited extent expressly permitted by applicable law notwithstanding this restriction; (iii) rent, lease, lend, sell, sublicense, or distribute the Software; (iv) remove or alter any proprietary notices; or (v) circumvent any technical protection measures.

Software updates and support are provided at PACE's discretion. Customer is responsible for maintaining current Software versions where required for safe or proper operation. The Software license terminates automatically upon sale, transfer, or other disposition of the Equipment, unless PACE consents in writing to a transfer of the license. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE DISCLAIMED. The Software may include open-source components subject to their own license terms; a list of such components and their licenses is available upon written request.

Customer data handling is governed by our Privacy Policy, available on our website. Customer is solely responsible for backing up any data, configurations, sample records, or images stored on or associated with the Equipment before any service, maintenance, repair, or shipment. PACE is not liable for data loss, corruption, or unauthorized access during service, maintenance, or transit. Customer represents that any data provided to PACE in connection with service does not contain personal data of third parties, classified information, or export-controlled technical data without PACE's prior written agreement.

Service calls outside the warranty period are subject to PACE's then-current travel, labor, and parts charges. Customer is responsible for providing proper electrical, water, ventilation, and other utility connections meeting PACE's published specifications, and for ensuring site readiness prior to any installation or service visit. Customer is responsible for any costs arising from inadequate site preparation. Service response times are not guaranteed. Training requirements may apply for certain Equipment, and operation by untrained personnel may void warranty and trigger Customer's indemnification obligations under Section 18. Customer shall comply with all applicable safety regulations and local codes and shall ensure that PACE service personnel have safe access to the Equipment.

PACE shall not be liable for delays or failures in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, epidemic, government action, embargo, supplier delays, material shortages, labor disputes, cyberattack, utility or telecommunications outages, or transportation issues. PACE's time for performance shall be extended for the duration of any such event. Either party may terminate the affected portion of the agreement, without further liability, if such delay exceeds ninety (90) days.

International Customers are responsible for all customs duties, taxes, value-added taxes, and import fees imposed by the destination country. Currency fluctuations occurring between order acknowledgment and shipment may, at PACE's option, be reflected in the final invoice. The Customer must comply with all applicable export and import regulations and is responsible for obtaining any necessary import licenses, permits, or registrations. International warranty terms, response times, and remedies may differ from domestic terms and are subject to local availability of parts and service.

PACE Products, software, technology, and technical data may be subject to the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), regulations administered by the Office of Foreign Assets Control (OFAC), and similar laws of other jurisdictions ("Trade Laws"). The Customer represents, warrants, and covenants that:

• It is not a resident or national of, and will not export, re-export, transfer, or divert any Product to, any country, region, entity, or individual subject to U.S. embargo or comprehensive sanctions (including, as of the date of these Terms, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or any party identified on any U.S. government restricted-party list (including the Denied Persons List, Entity List, Specially Designated Nationals List, or equivalent lists);
• It will not use the Products in connection with the design, development, production, stockpiling, or use of nuclear weapons, chemical or biological weapons, missile technology, or any unauthorized military end use;
• It will not re-export, transfer, or release any Product, software, or technology in violation of applicable Trade Laws;
• It will comply with all U.S. and applicable foreign anti-boycott laws, including the Export Administration Act anti-boycott provisions and Section 999 of the U.S. Internal Revenue Code;
• It will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and will not offer or pay any improper benefit in connection with the Products;
• It will obtain at its own cost any export, re-export, import, or other government authorization required for its use of the Products;
• It will provide PACE with end-use and end-user certifications upon request.

The Customer shall indemnify, defend, and hold harmless PACE from and against any claims, fines, penalties, damages, or costs arising from the Customer's violation of any Trade Laws. PACE may suspend, delay, or refuse to fulfill any order it believes in good faith may violate Trade Laws, without liability to Customer.

By accessing and using the PACE website (metallographic.com), you agree to the following terms. All content on this website, including but not limited to guides, etchant references, preparation procedures, calculators, material data, and educational resources, is provided for general informational purposes only and does not constitute professional, scientific, or safety advice. While we strive for accuracy, PACE makes no warranties or representations regarding the completeness, accuracy, reliability, or suitability of any information on this website.

Users are solely responsible for evaluating the appropriateness and safety of any procedures, techniques, chemicals, or equipment described on this site for their specific application. Always follow applicable Safety Data Sheets (SDS), institutional protocols, and local regulations when handling chemicals, etchants, or operating equipment. PACE shall not be liable for any injury, damage, or loss resulting from the use of information obtained from this website.

You may not reproduce, distribute, or republish any content from this website without prior written consent from PACE. Unauthorized use of this website, including but not limited to data scraping, automated access, use for training artificial intelligence or machine-learning models, or attempts to interfere with site functionality, is prohibited.

The Customer agrees to indemnify, defend, and hold harmless PACE, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees and arbitration costs) arising out of or relating to: (a) the Customer's misuse, improper handling, or unsafe operation of Equipment, Consumables, chemicals, or etchants; (b) failure to follow applicable Safety Data Sheets, product documentation, manuals, or recommended procedures; (c) the Customer's violation of any applicable law, regulation, or safety standard, including Trade Laws under Section 16 and hazardous materials obligations under Section 9; (d) claims by third parties (including Customer's employees, contractors, or invitees) arising from the Customer's use of PACE Products; (e) any unauthorized modification, alteration, repair, or combination of the Products with other items; or (f) the Customer's breach of any provision of these Terms. This indemnification obligation is not subject to the limitation of liability in Section 3 and shall survive termination of any agreement between the parties.

(a) Negotiation. Before initiating arbitration, the parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Products (each, a "Dispute") through mutual negotiation, and shall consider mediation if direct negotiation fails.

(b) Binding Arbitration. Any Dispute that is not resolved by negotiation shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Pima County, Arizona, before a single arbitrator, in the English language. Each party shall bear its own costs of arbitration, including attorney fees, except that the arbitrator may award fees and costs to PACE in connection with collection actions or where otherwise authorized by these Terms or applicable law. The arbitrator's authority shall be limited to making determinations under the existing terms of this Agreement and shall not include the authority to award punitive, exemplary, or consequential damages, or any damages beyond the limitations set forth in Section 3. The arbitration award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(c) Class Action Waiver. ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS, COLLECTIVE, CONSOLIDATED, OR MASS ACTION, OR TO ACT AS A PRIVATE ATTORNEY GENERAL. The arbitrator shall have no authority to consolidate Disputes involving more than one Customer or to preside over any form of class, collective, or representative proceeding. If this class action waiver is found to be unenforceable in any proceeding, then the entirety of this Section 19 (other than this sentence and subsection (d)) shall be null and void with respect to that proceeding, and any such Dispute shall instead proceed in court under subsection (d).

(d) Jury Trial Waiver; Court Venue. If for any reason any Dispute proceeds in court rather than arbitration, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY in respect of any such proceeding. The exclusive venue for any such court proceeding shall be the state or federal courts located in Pima County, Arizona, and each party submits to the personal jurisdiction of those courts.

(e) Equitable Relief. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach of its intellectual property rights, confidentiality obligations, or the export-controls or hazardous-materials obligations under Sections 9 and 16, without first proceeding to arbitration and without posting a bond where permitted by law.

(f) Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(a) Entire Agreement. These Terms, together with the PACE Order Acknowledgment and any signed written amendments, constitute the entire agreement between the parties regarding the sale of the Products and supersede all prior or contemporaneous agreements, negotiations, representations, proposals, marketing materials, salesperson statements, and catalogs, whether written or oral, related to its subject matter.

(b) Amendments. No amendment or modification of these Terms is effective unless in writing and signed by duly authorized representatives of both parties.

(c) Waiver. A waiver by either party of any breach or default shall not constitute a waiver of any subsequent breach or default, and will not in any way affect the other terms of these Terms.

(d) Assignment. Customer may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without PACE's prior written consent. Any attempted assignment in violation of this Section is void. PACE may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

(e) Notices. All legal notices must be in writing and delivered to PACE Technologies, 3601 E. 34th Street, Tucson, Arizona 85713, USA, with a copy to pace@metallographic.com. Notices to Customer may be sent to the address or email on file with PACE.

(f) No Third-Party Beneficiaries. These Terms confer no rights or remedies on any person or entity other than the parties hereto and their permitted successors and assigns.

(g) Survival. The following Sections survive termination or expiration of these Terms: Section 2 (Limited Warranty and Disclaimer, including the Limitation of Actions), Section 3 (Limitation of Liability), Section 6 (Payment, as to amounts owed), Section 7 (Default and Termination), Section 9 (Hazardous Materials), Section 10 (Intellectual Property), Section 11 (Software, license restrictions only), Section 12 (Data and Privacy), Section 16 (Export Controls), Section 18 (Indemnification), Section 19 (Dispute Resolution), and this Section 20.

(h) Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such finding shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.