Terms & Contitions

Effective date: 8/14/26
Last updated: 8/14/26

These Terms and Conditions of Sale and Website Use (“Terms”) govern:

1. access to and use of the website operated by Empire Magnetics, Inc. at empiremagnetics.com; and
2. quotations, orders and sales of products and services by Empire Magnetics, Inc., except to the extent that Empire Magnetics has expressly agreed otherwise in a written agreement signed by an authorised representative.

In these Terms:

• “Empire Magnetics,” “Seller,” “we,” “us” and “our” mean Empire Magnetics, Inc.;
• “Buyer” means the person or organisation purchasing or seeking to purchase products or services from Seller;
• “Site” means empiremagnetics.com and its content;
• “Products” means products, components, systems, software and related materials offered or supplied by Seller; and
• “Services” means engineering, modification, repair, support or other services offered or supplied by Seller.

PART I — GENERAL PROVISIONS

1. Applicability and Order of Precedence

Sections addressing access to and use of the Site apply to every Site visitor.

Sections addressing quotations, orders, payment, delivery, Products, Services and warranties apply to Buyers and prospective Buyers.

If a conflict exists among applicable documents, the following order of precedence applies unless Seller expressly agrees otherwise in writing:

1. a written agreement signed by authorised representatives of both parties;
2. an applicable government prime contract or subcontract provision expressly accepted by Seller in writing;
3. Seller’s written quotation or order acknowledgement;
4. these Terms;
5. Buyer’s purchase order or other document.

Buyer’s purchase order is accepted solely for identifying the Products or Services ordered, quantities, delivery information and other mutually agreed commercial details. Additional or inconsistent terms in a Buyer document are rejected unless Seller expressly accepts them in a writing signed by an authorised representative.

2. Privacy

Seller’s collection and use of personal information are governed by the Empire Magnetics Privacy Policy, which is incorporated into these Terms by reference.

The Privacy Policy, rather than these Terms, explains personal-information collection, cookies, disclosures, retention, security and applicable privacy rights.

3. Changes to These Terms

Seller may revise the provisions governing general Site use by posting an updated version and changing the “Last updated” date.

Revisions will not retroactively alter the commercial terms applicable to an order already accepted by Seller unless:

• the parties agree in writing;
• the revision is required by applicable law; or
• the applicable quotation, order acknowledgement or agreement permits the change.

PART II — WEBSITE TERMS OF USE

4. Purpose of the Site

Seller maintains the Site to provide customers, prospective customers, distributors, representatives and other business visitors with information concerning Seller, its capabilities, Products and Services.

Site content is provided for general informational purposes. It does not constitute a binding quotation, engineering approval, performance guarantee or promise that a Product is suitable for a particular application.

5. Permitted Use

Subject to these Terms, Seller grants visitors a limited, revocable, non-exclusive and non-transferable right to access and use the Site for legitimate personal or business purposes relating to Seller’s Products and Services.

Customers and prospective customers may download or print reasonable quantities of publicly available datasheets, instructions and technical materials for evaluating, purchasing, installing, operating or maintaining Seller’s Products.

Authorised distributors and sales representatives may use materials supplied or approved by Seller only for authorised promotion and sale of Seller’s Products and Services and subject to their applicable agreement with Seller.

No licence or ownership interest is transferred except as expressly stated.

6. Prohibited Conduct

You may not:

• access or use the Site for an unlawful, fraudulent or unauthorised purpose;
• attempt to gain unauthorised access to the Site, accounts, servers, databases or connected systems;
• interfere with the Site’s security, integrity, availability or operation;
• introduce malware, malicious code or harmful material;
• use automated means to scrape, harvest or extract Site content or personal information without written authorisation;
• circumvent access controls or security measures;
• impersonate another person or misrepresent your identity or authority;
• use Site content to create a competing database or substantially reproduce the Site;
• remove copyright, trademark, confidentiality or proprietary notices;
• submit unlawful, defamatory, threatening, deceptive or infringing material; or
• use the Site in violation of applicable export-control or sanctions laws.

Seller may restrict or terminate Site access where it reasonably believes these Terms have been violated.

7. Intellectual Property

The Site and its text, images, graphics, photographs, videos, software, source code, layout, design, downloadable materials, product descriptions and other content are owned by or licensed to Seller and are protected by applicable intellectual-property laws.

Except for the limited uses expressly authorised in these Terms, Site content may not be reproduced, modified, distributed, publicly displayed, republished, framed, transmitted, sold, licensed or commercially exploited without Seller’s prior written permission.

A visitor may link to a publicly available page of the Site in a fair and lawful manner that does not:

• falsely imply affiliation, approval or endorsement;
• misrepresent Seller or its Products;
• display the Site within a frame; or
• damage or take unfair advantage of Seller’s reputation.

Seller may withdraw linking permission at any time.

8. Trademarks

The names, logos, product names, service names and other marks displayed on the Site are trademarks or service marks owned by or licensed to Seller or their respective owners.

Nothing on the Site grants a licence to use a trademark except with the prior written permission of the applicable owner.

Unauthorised use may violate trademark and unfair-competition laws. Seller reserves all remedies available under applicable law.

9. Images, Publicity and Third-Party Rights

Images, photographs and other materials displayed on the Site may be owned by Seller or used under licence.

No right is granted to use a person’s name, image, likeness, voice, trademark or other protected material for advertising, publicity or another commercial purpose.

Visitors are responsible for obtaining all required permissions before using Site material beyond the limited uses permitted by these Terms.

10. Communications and Submissions

Ordinary enquiries, requests and communications submitted through the Site or by email will be handled in accordance with the Privacy Policy.

Unless covered by a written confidentiality agreement or another written obligation accepted by Seller, unsolicited general ideas, suggestions or feedback concerning the Site or Seller’s general Products may not be treated as confidential.

This provision does not:

• authorise Seller to disregard its Privacy Policy;
• override a valid nondisclosure agreement;
• transfer ownership of Buyer confidential information;
• authorise the public disclosure of non-public order information; or
• apply to export-controlled or otherwise restricted information.

11. Confidential, Proprietary and Controlled Information

Do not submit trade secrets, confidential engineering information, classified information, Controlled Unclassified Information, ITAR-controlled technical data, export-controlled technology or other restricted information through a general Site form or ordinary unsecured email.

Contact Seller before transmitting potentially controlled or restricted information so that Seller can determine whether an authorised communications method is available.

Submission of information does not require Seller to accept, review, quote or perform work relating to that information.

12. Accuracy and Changes to Site Content

Seller uses reasonable efforts to provide useful and current information. Nevertheless:

• Site content may contain errors, omissions or outdated information;
• specifications, illustrations, photographs and descriptions may be approximate;
• Products, designs, availability and specifications may change;
• colours and physical appearances may vary from screen displays; and
• Site content may be corrected or removed without notice.

Buyers should rely on the applicable quotation, certified drawing, order acknowledgement, product documentation and written agreement—not general Site content—when exact specifications or performance requirements are material.

13. Third-Party Links

The Site may contain links to third-party websites or resources for convenience.

Seller does not control and is not responsible for third-party content, privacy, security, availability, products or services. A link does not necessarily constitute Seller’s endorsement.

Use of a third-party website is at the visitor’s discretion and is governed by the third party’s terms and privacy policy.

14. Website Availability and Security

Seller uses reasonable measures intended to maintain the security and operation of the Site. Seller does not warrant that the Site will always be available, uninterrupted, error-free or free from harmful code.

Visitors are responsible for using reasonable precautions, including:

• maintaining current device and browser security;
• using suitable malware protection;
• protecting account credentials; and
• maintaining appropriate backups.

To the fullest extent permitted by law, Seller is not responsible for damage to a device, software or data caused by harmful code or unauthorised third-party activity beyond Seller’s reasonable control.

15. Website Disclaimer

THE SITE AND ITS GENERAL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER DISCLAIMS WARRANTIES RELATING TO THE SITE AND ITS GENERAL CONTENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

SELLER DOES NOT WARRANT THAT:

• THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE;
• DEFECTS WILL BE CORRECTED;
• SITE CONTENT WILL BE COMPLETE OR CURRENT; OR
• GENERAL SITE INFORMATION WILL BE SUITABLE FOR A PARTICULAR ENGINEERING OR COMMERCIAL PURPOSE.

THIS WEBSITE DISCLAIMER DOES NOT ALTER AN EXPRESS PRODUCT WARRANTY, WRITTEN QUOTATION OR OTHER AGREEMENT APPLICABLE TO A PURCHASE.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply.

16. Limitation of Liability for Site Use

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SITE SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO:

• ACCESS TO OR USE OF THE SITE;
• INABILITY TO ACCESS OR USE THE SITE;
• RELIANCE ON GENERAL SITE CONTENT;
• THIRD-PARTY LINKS OR SERVICES;
• LOSS OR CORRUPTION OF DATA; OR
• MALICIOUS OR UNAUTHORISED THIRD-PARTY ACTIVITY.

Nothing in these Terms excludes liability that cannot lawfully be excluded, including liability where an exclusion would be prohibited by applicable law.

Product-related claims are governed by the applicable quotation, warranty, order acknowledgement, sales agreement and the provisions below.

PART III — TERMS AND CONDITIONS OF SALE

17. Contract Formation and Acceptance

All orders are subject to Seller’s acceptance at its principal place of business.

A Buyer order is not accepted merely because Seller receives it, discusses it, begins reviewing specifications or issues an automated confirmation.

An order becomes binding when Seller:

• issues a written order acknowledgement;
• signs a written agreement accepting the order; or
• begins performance with the intention of accepting the order.

Seller’s acceptance is expressly conditioned on Buyer’s agreement to these Terms and any additional terms contained in Seller’s quotation or acknowledgement.

No salesperson, distributor, representative or employee may modify these Terms unless that person is expressly authorised and the modification is stated in a writing accepted by Seller.

18. Quotations

Unless a quotation states otherwise:

• quotations are valid for [30] days;
• quotations may be withdrawn or revised before acceptance;
• quoted prices apply only to the stated quantities, specifications and delivery assumptions;
• clerical and typographical errors may be corrected;
• changes in specifications, quantities, schedules, materials or compliance requirements may require revised pricing and delivery; and
• a quotation is not an acceptance of a Buyer purchase order.

19. Prices and Taxes

Prices exclude applicable sales, use, excise, value-added, goods and services, withholding and similar taxes, duties, tariffs, assessments and governmental charges unless expressly stated otherwise.

Buyer is responsible for such amounts, except for taxes based on Seller’s net income.

If Seller is required to collect or pay an amount for which Buyer is responsible, that amount may be added to the invoice.

Buyer must provide a valid and properly completed exemption certificate before invoicing to claim an applicable exemption. Seller may reject a certificate that is incomplete or not reasonably acceptable to the relevant authority.

20. Payment Terms

Unless Seller’s quotation or order acknowledgement states otherwise:

• invoices are due upon receipt;
• payment must be made in US dollars using an approved payment method;
• Buyer may not withhold, deduct, offset or recoup an amount without Seller’s written agreement; and
• Buyer must notify Seller promptly of a good-faith invoice dispute and timely pay all undisputed amounts.

Amounts more than 10 days past due may accrue a service charge at the lesser of:

• 5% per month, calculated monthly; or
• the highest rate permitted by applicable law.

Buyer will reimburse Seller for reasonable costs of collecting overdue undisputed amounts, including reasonable attorneys’ fees, to the extent permitted by law.

Seller may require deposits, progress payments, payment guarantees or full or partial advance payment based on:

• the customised nature of an order;
• the expected production period;
• material commitments;
• delivery requirements;
• Buyer’s payment history or financial condition; or
• another commercially reasonable credit consideration.

21. Credit and Suspension

If Seller reasonably determines that Buyer’s financial condition, payment performance or other circumstances do not justify continued production or shipment on previously offered credit terms, Seller may:

• suspend performance;
• require satisfactory assurances;
• require payment of overdue amounts;
• require full or partial advance payment; or
• cancel the uncompleted portion of the order after providing reasonable notice.

Seller’s exercise of these rights does not waive another available remedy.

22. Changes and Cancellations

Buyer may not change or cancel an accepted order without Seller’s written approval.

Seller may condition approval on payment of costs and commitments arising from the change or cancellation, including:

• engineering and administrative work;
• completed and work-in-process Products;
• non-cancellable material and supplier commitments;
• restocking and cancellation charges;
• testing and tooling costs; and
• reasonable lost value associated with custom or non-resalable Products.
• there is no guarantee that a Product will be available in the future.

Seller may revise price and delivery when Buyer changes specifications, quantities, approvals, delivery requirements or other material assumptions.

23. Delivery Dates

Shipping and completion dates are estimates based on timely receipt of:

• complete specifications;
• drawings and approvals;
• required information;
• Buyer-furnished materials;
• required payments; and
• any necessary governmental or export authorisation.

Seller will use commercially reasonable efforts to meet an estimated date but does not guarantee it unless an authorised representative expressly agrees to a guaranteed date in writing.

Seller is not liable for delay caused by circumstances beyond its reasonable control.

24. Force Majeure

Seller is not responsible for delay or failure caused by events beyond its reasonable control, including:

• acts of God;
• fire, flood, earthquake, severe weather or natural disaster;
• epidemic or pandemic;
• war, terrorism, civil disturbance or sabotage;
• labour dispute or shortage;
• interruption of transportation, communications, energy or utilities;
• cyberattack or widespread systems failure;
• governmental action, embargo, sanction or export restriction;
• inability to obtain required licences or authorisations;
• shortage or unavailability of materials, components or labour; or
• supplier or carrier failure caused by a similar event.

Seller may allocate available materials and production capacity among customers in a commercially reasonable manner.

The affected schedule will be extended for a reasonable period. If the event continues for [90] days, either party may request cancellation of the affected unperformed portion, subject to payment for completed work, committed materials and other non-cancellable costs.

25. Shipment, Title and Risk of Loss

[Select the actual shipping rule used by Seller.]

Unless otherwise stated in Seller’s quotation or order acknowledgement:

• delivery is [FCA Seller’s facility, Incoterms® 2020 / FOB Seller’s facility under applicable UCC terminology];
• title and risk of loss pass to Buyer upon delivery to the carrier;
• Seller may select the carrier and shipping method when Buyer does not provide instructions;
• freight, insurance, handling, customs, duties and related charges are Buyer’s responsibility; and
• Seller may make partial shipments and invoice each shipment separately.

Use of Incoterms must be confirmed with Seller’s actual domestic and international shipping practices.

26. Inspection and Acceptance

Buyer must inspect Products promptly after delivery.

Unless a different period is stated in the applicable agreement, Buyer must notify Seller in writing of:

• visible shipping damage, shortage or incorrect shipment within [10] days after delivery; and
• an alleged nonconformity within [30] days after delivery or, for a latent defect, promptly after discovery.

The notice must reasonably describe the issue and identify the affected Products.

Failure to provide timely notice may constitute acceptance, except for a valid warranty claim that could not reasonably have been discovered earlier.

Acceptance does not waive rights under an applicable express warranty.

27. Returns

No Product may be returned without Seller’s prior written return-material authorisation.

Returned Products must:

• display the authorisation number;
• be packaged appropriately;
• be shipped according to Seller’s instructions; and
• comply with applicable export, safety and hazardous-material requirements.

Unauthorised returns may be refused.

Unless the return results from a confirmed defect covered by Seller’s warranty, Buyer is responsible for freight, insurance, handling and any applicable inspection, testing, repair or restocking charge.

Custom, modified, used or special-order Products may be non-returnable.

28. Product Warranty

Except where Seller expressly provides different written warranty terms, Seller warrants to the original Buyer that new apparatus manufactured by Seller will be free from defects in material and workmanship for 12 months from the date Seller ships the apparatus.

If, during the warranty period:

1. Buyer gives Seller prompt written notice describing an alleged defect;
2. Seller is given a reasonable opportunity to inspect and test the Product; and
3. Seller determines that the Product does not conform to this express warranty,

Seller will, at its option:

• repair the defective Product;
• replace the defective Product; or
• refund or credit the purchase price attributable to the defective Product.

The repaired or replacement Product will be warranted for the remainder of the original warranty period or [90] days after return shipment, whichever is longer.

This warranty does not cover a defect, failure or damage caused by:

• misuse, abuse, negligence or accident;
• improper storage, handling, installation, operation or maintenance;
• use outside documented ratings or environmental limits;
• improper electrical supply, wiring or integration;
• unauthorised modification, repair or disassembly;
• normal wear and tear;
• corrosion, contamination or external conditions not covered by the agreed specification;
• designs, materials or instructions supplied by Buyer;
• use with incompatible equipment; or
• failure to follow Seller’s instructions.

Products sold by Seller but manufactured by another party are covered only by the original manufacturer’s transferable warranty, if any, unless Seller expressly provides a separate written warranty.

29. Warranty Claims

A warranty claim must include, where reasonably available:

• Buyer’s name and contact information;
• purchase-order and invoice number;
• Product model and serial number;
• shipment date;
• a description of the alleged defect;
• relevant operating conditions and application information; and
• photographs, test data or other supporting information reasonably requested by Seller.

Buyer must not return a Product until Seller issues return instructions.

Seller may require the Product to be returned for examination. Allocation of reasonable shipping and testing costs will depend on whether Seller confirms a covered defect.

30. Exclusive Warranty Remedy

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE REMEDIES STATED IN SECTION 28 ARE BUYER’S EXCLUSIVE REMEDIES FOR BREACH OF THE EXPRESS PRODUCT WARRANTY.

EXCEPT FOR THE EXPRESS WARRANTY STATED IN SECTION 28 OR ANOTHER EXPRESS WRITTEN WARRANTY ISSUED BY SELLER, SELLER DISCLAIMS ALL OTHER PRODUCT WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.

These limitations must be reviewed before applying them to a sale governed by consumer-warranty law.

31. Application and Fitness for Purpose

Buyer is responsible for determining whether a Product is suitable for Buyer’s application unless:

• Buyer has fully disclosed all material application requirements;
• Seller has expressly undertaken application-design responsibility; and
• an authorised Seller representative has confirmed the applicable suitability or performance requirement in writing.

Recommendations, technical assistance, calculations and preliminary discussions do not create a warranty unless expressly incorporated into Seller’s written quotation, certified drawing or agreement.

Buyer is responsible for system-level design, integration, validation, redundancy and safety measures unless the parties expressly agree otherwise in writing.

32. Regulatory Requirements and Standards

Seller will manufacture Products according to:

• Seller’s applicable specifications;
• specifications expressly accepted in Seller’s written quotation or order acknowledgement; and
• laws and standards that legally apply directly to Seller’s manufacture and sale of the Products.

Seller does not represent that a Product complies with a particular industry, safety, environmental, electrical, government, military or local code or standard unless:

• Buyer identifies that requirement before the order is accepted; and
• Seller expressly agrees in writing that the Product will conform to it.

Buyer is responsible for identifying application-specific and installation-specific requirements, including those arising from the location, system, industry, end use and end user.

Unless expressly included in Seller’s quotation, prices exclude the cost of:

• third-party certification;
• special testing;
• inspection;
• source inspection;
• permits;
• qualification documentation; and
• regulatory or certification fees.

33. Designs, Dimensions and Weight

Seller may improve or modify standard Product designs without notice, provided the change does not materially prevent the Product from meeting an expressly agreed specification.

Catalogue, website and preliminary quotation dimensions, weights, drawings and illustrations are approximate unless identified as certified or final.

Where exact dimensions, interfaces, mounting details, clearances or weights are critical, Buyer must request and use Seller’s current certified drawings before completing Buyer’s system design, tooling or installation.

Seller is not responsible for costs caused by Buyer’s reliance on preliminary or uncertified information.

34. Buyer-Furnished Designs and Information

Buyer represents that it has the right to provide and authorise Seller to use drawings, specifications, software, technical data, materials and instructions supplied by Buyer.

Buyer is responsible for defects or infringement claims arising specifically from compliance with Buyer-furnished designs or instructions, except to the extent caused by Seller’s unauthorised modification or independent misconduct.

Seller retains ownership of its pre-existing intellectual property, manufacturing methods, know-how, tools, designs, software and improvements unless the parties expressly agree otherwise in writing.

35. Tooling and Non-Recurring Engineering

Unless expressly agreed otherwise:

• non-recurring engineering charges pay for engineering work and do not transfer ownership of Seller’s underlying intellectual property;
• Seller-owned tooling remains Seller’s property even when Buyer contributes to its cost;
• Buyer-owned tooling will be identified in writing;
• Seller may dispose of inactive Buyer-owned tooling after providing reasonable notice; and
• maintenance, storage and replacement terms for Buyer-owned tooling will be separately agreed.

36. Limitation of Liability for Products and Services

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO PRODUCTS, SERVICES, DELAY OR BREACH OF CONTRACT.

THIS EXCLUSION INCLUDES, WHERE LEGALLY PERMITTED:

• LOSS OF USE;
• LOSS OF PRODUCTION;
• LOSS OF REVENUE OR PROFIT;
• BUSINESS INTERRUPTION;
• COST OF SUBSTITUTE EQUIPMENT;
• LOSS OR CORRUPTION OF DATA;
• RECALL COSTS;
• REMOVAL OR REINSTALLATION COSTS; AND
• CLAIMS BY BUYER’S CUSTOMERS.

[Optional liability cap requiring attorney and commercial review:]

EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, SELLER’S AGGREGATE LIABILITY ARISING FROM AN ORDER WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO SELLER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory asserted and even if a remedy fails of its essential purpose, to the extent permitted by applicable law.

Nothing in these Terms excludes or limits liability where doing so is prohibited by law, including liability for fraud, fraudulent misrepresentation or wilful misconduct.

37. Indemnification

Buyer will defend, indemnify and hold harmless Seller and its officers, directors, employees and agents from third-party claims, damages, liabilities, judgments and reasonable legal expenses to the extent arising from:

• Buyer’s unlawful or negligent use, installation, integration, modification or resale of a Product;
• Buyer’s failure to follow Seller’s instructions or expressly agreed operating limitations;
• Buyer-furnished designs, specifications, materials or instructions;
• Buyer’s breach of export-control or sanctions obligations;
• an allegation that material supplied by Buyer infringes a third party’s rights; or
• Buyer’s breach of these Terms.

Buyer will not be responsible to the extent a claim is caused by Seller’s negligence, wilful misconduct, breach of warranty or failure to comply with its expressly agreed obligations.

Seller will:

• provide reasonably prompt notice of an indemnified claim;
• permit Buyer to control the defence, subject to Seller’s right to participate with its own counsel; and
• provide reasonable cooperation at Buyer’s expense.

Buyer may not settle a claim in a manner that admits wrongdoing by Seller, imposes non-monetary obligations on Seller or fails to provide Seller with a complete release without Seller’s written consent.

Any reciprocal indemnification or special on-site-work indemnity should be stated in a separately negotiated agreement.

38. On-Site Services

Where Seller performs Services at Buyer’s premises:

• Buyer will provide a reasonably safe and legally compliant workplace;
• Buyer will disclose known hazards and applicable site rules;
• Buyer will provide reasonable access, utilities and cooperation;
• each party remains responsible for the acts and omissions of its personnel; and
• any project-specific insurance, safety or indemnity requirements must be agreed in writing before work begins.

39. Export Controls and Sanctions

Products, software, technical data and Services may be subject to US export-control, import-control and economic-sanctions laws, including the Export Administration Regulations, the International Traffic in Arms Regulations and regulations administered by the US Department of the Treasury.

Buyer will not export, re-export, transfer, release, disclose or use an item or information in violation of applicable law.

Buyer represents that it will not knowingly provide a controlled item or information:

• to a prohibited or restricted person;
• to a prohibited destination;
• for a prohibited end use; or
• without a required licence, approval or other authorisation.

Buyer will provide accurate end-user, end-use, destination, citizenship and other compliance information reasonably requested by Seller.

Seller may screen parties and transactions and may delay, suspend, reject or cancel a transaction where:

• an authorisation may be required;
• requested compliance information is not provided;
• Seller reasonably identifies a legal or compliance concern; or
• performance may violate applicable law.

Seller is not liable for refusing or delaying performance when reasonably necessary to comply with export-control or sanctions requirements.

Seller’s ITAR registration does not constitute certification or endorsement by the US Government.

40. Government Contracts

Government procurement clauses, Federal Acquisition Regulation clauses, agency supplements, security requirements and flow-down provisions apply only when:

• Buyer identifies them before Seller accepts the order; and
• Seller expressly accepts them in writing.

Seller’s reference to government-related experience, registration or past work does not constitute endorsement by a government agency.

Nothing on the Site authorises access to classified, controlled or restricted information.

41. Compliance With Laws

Each party will comply with laws applicable to its own performance under an order.

Buyer is responsible for laws applicable to:

• Buyer’s installation and use;
• its system or final product;
• its facility and workplace;
• importation into the destination country;
• resale and distribution;
• end-user and end-use restrictions; and
• disposal or recycling.

42. Insolvency and Termination

Seller may suspend or terminate an order upon written notice if Buyer:

• materially breaches an order and fails to cure the breach within a reasonable stated period;
• fails to make an undisputed payment when due;
• becomes insolvent;
• makes an assignment for creditors;
• becomes subject to bankruptcy or receivership proceedings; or
• presents a material legal, sanctions or export-control risk.

Termination does not affect accrued rights or payment obligations.

Buyer must pay for completed Products, work in progress, committed materials, non-cancellable costs and Services performed through the effective date, except to the extent termination resulted from Seller’s uncured material breach.

43. Governing Law

These Terms and each sale are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

44. Dispute Resolution and Venue

Any action arising from these Terms or a transaction must be brought in the state or federal courts located in [Sonoma County, California], and each party consents to their jurisdiction and venue.

45. Notices

Formal notices under an accepted order must be sent to the addresses identified in the applicable quotation, acknowledgement or agreement.

A notice is effective when delivered personally, sent by confirmed nationally recognised courier, or sent by another method expressly accepted in writing.

Routine operational communications may be sent by email.

46. Assignment

Buyer may not assign an accepted order or these Terms without Seller’s prior written consent, except as part of a merger or sale of substantially all of Buyer’s applicable business assets, provided the assignee is not a competitor, restricted party or materially less creditworthy.

Seller may assign an order to an affiliate or in connection with a merger, reorganisation or sale of the relevant business.

47. Independent Contractors

The parties are independent contractors.

Nothing creates a partnership, joint venture, fiduciary relationship, franchise, employment relationship or agency relationship. Neither party may bind the other except as expressly authorised in writing.

48. Waiver

Failure to enforce a provision is not a waiver of that provision or the right to enforce it later.

A waiver is effective only when stated in writing by an authorised representative and applies only to the specific matter identified.

49. Severability

If a provision is held invalid or unenforceable, it will be enforced to the greatest extent permitted, and the remaining provisions will remain effective.

50. Survival

Provisions that by their nature should continue after completion, cancellation or termination will survive, including provisions concerning:

• payment;
• intellectual property;
• confidentiality;
• export controls;
• warranty limitations;
• limitations of liability;
• indemnification; and
• dispute resolution.

51. Entire Agreement

The applicable quotation, order acknowledgement, these Terms and any written agreement signed by authorised representatives constitute the entire agreement concerning the applicable transaction.

They supersede prior or contemporaneous proposals, discussions and communications concerning that transaction.

Seller’s Terms may be modified for an accepted order only by a writing approved by an authorised Seller representative.

52. Contact Information

Empire Magnetics, Inc.
5830 Commerce Blvd.
Rohnert Park, CA 94928 USA

Telephone: +1 (707) 584-2801
Sales: sales@empiremagnetics.com
Service: service@empiremagnetics.com