Notice
All information contained in Gruber Systems, Inc. (“Gruber”) literature is accurate to the best of Gruber’s knowledge. Suggestions are made without warranty or guarantee of results. Before using any Gruber product, the user should determine the suitability of the product for its intended use (including but not limited to dimensions, weights, fit, and function). The user assumes the risk and liability in connection therewith, notwithstanding any suggestions, advice, or assistance given by Gruber.

Prices
Call your Gruber Systems’ sales representative for pricing.

Taxes
Taxes are not included in Sales Quotes. Appropriate taxes are added to Invoices. Customer is responsible for all taxes should they be applicable.

Terms/Payment

(A) C.O.D. - U.S. Accounts
Unless otherwise agreed in writing by Gruber and the customer or unless prepaid, all orders will be shipped C.O.D. All carriers charge an additional service charge for handling C.O.D. shipments, which charge will be the sole responsibility of the Customer.

(B) Prepayment
Prepayment in the amount of 50% on all major orders is required. The remaining 50% is due before shipment. Terms are indicated on the Sales Order.

(C) Other

Cancellation of Orders
In the event that a customer cancels an order for engineered system components, product especially fabricated for the customer, or goods that are not regularly carried by Gruber, the customer will be responsible for paying the agreed price of such goods as are completed as well as of such goods as are in the process of being engineered, fabricated, manufactured, assembled, or ordered at the time Gruber receives the customer’s cancellation.

Indemnity
If Gruber manufactures or modifies any goods in accordance with the customer’s requests, plans, or specifications, the customer will indemnify and hold Gruber, its agents, officers, and employees harmless from and against all liabilities, losses, claims, causes of action, penalties and expenses, including but not limited to attorneys’ fees and costs, imposed on, incurred by, or asserted against Gruber, its agents, officers, or employees, on account of bodily injury or death or property damage or destruction or on account of infringement of any design patent, utility patent, design, copyright, tradename or trademark, existing or hereafter issued, directly or indirectly arising out of such requests, plans, or specifications, or out of such manufactured or modified goods, or out of any alleged breach by Gruber of any implied or expressed warranty (except for the limited warranties specifically set forth in this instrument). The provisions of this paragraph are expressly made for the benefit of Gruber, its agents, officers, and employees and its successors and assigns, and will continue in full force and effect notwithstanding the termination of this instrument.

Returned Product

For purposes of identification, returned product will be considered to fall within the following four categories:

No product is to be returned unless specific instructions are first obtained from Gruber. When a customer calls or writes about product to be returned, Gruber will issue a Return Authorization number (RMA). The RMA number must be clearly marked on each of the returned packages or crates. The RMA number will be recorded at Gruber with the customer’s name, the class of product to be returned, reason for return, and the disposition that Gruber is to make of it when it arrives.

Unless prior written authorization has been given by Gruber, collect shipments will not be accepted for returned product.

Please take note: Common carriers levy freight charges based on the type and weight of freight being transported, as described in the Bill of Lading. To avoid any errors in freight charges, describe on the Bill of Lading the contents of the containers being shipped, using the National Motor Freight classification descriptions and class/rate numbers, which you will find included with your Return Authorization

Product Classes

Class A Product
Freight prepaid by the shipper (customer) will be accepted for credit to the customer’s account if the product is still being sold by Gruber, and is found to be in original condition; subject to a handling charge of 15% of the invoice price; 20% for other products.

Class B Product
Must be reported immediately by the customer to the transportation company and to Gruber. The customer is responsible for filing and processing the claim(s) directly with the transportation company. Gruber is not liable for any loss or damage that occurs after Gruber delivers the goods to the carrier.

Class C Product
Freight prepaid by the shipper (customer) will be accepted by Gruber for inspection and evaluation. If evidence of a defect that is covered by a Gruber warranty is found, or an error in shipment has been made, Gruber will have the option of either repairing or replacing the product at Gruber’s expense or of refunding the purchase price paid by the customer for the product. If no evidence of defect that is covered by a Gruber warranty or shipping error is found, the product will be handled in accordance with procedures as outlined in Class A, if the product is new, unused, and undamaged. If there is evidence of damage or defects not covered by a Gruber warranty, the product will be handled in accordance with the procedures in Class D Product.

Class D Product
Freight prepaid by the shipper (customer) will be accepted by Gruber for inspection and evaluation. After the product has been evaluated, the customer will be notified and advised of the condition of the product. Product found to be repairable will be repaired with the cost borne by the customer. If the product is deemed to be beyond repair, Gruber will dispose of it per the customer’s instructions, at the customer’s expense. If Gruber receives no instructions from the customer to either repair or dispose of the product within sixty (60) days after Gruber advises the customer of Gruber’s findings regarding the condition of the product, Gruber may make use of or dispose of the product in any manner determined by Gruber, in Gruber’s sole and absolute discretion, without any obligation to report to the customer (including but not limited to the obligation to pay any consideration to the customer or the obligation to report to the customer), and all rights to such product will belong solely and exclusively to Gruber. Please note that with respect to all of the foregoing classifications, particularly Classes A and C, it is essential to repack product to protect it from damage in transit. Full credit for returned product cannot be given unless it is received in undamaged condition. Also, make sure the proper freight classification is used on the returned shipment.

Waiver
The waiver by Gruber of any term or condition herein stated will not be construed to be a waiver of any other term or condition hereof, nor will such waiver be deemed a waiver of subsequent breach of the same term or condition, nor will it be deemed a waiver or any term or condition in any subsequent instrument.

Severability
In the event any provision of the instrument is held to be invalid or unenforceable, the other provisions of this instrument will be valid and enforceable.

Entire Agreement
This instrument confirms the sole and entire agreement between Gruber and the customer and none of the terms and conditions contained herein may be added to, deleted, modified, or altered except by written instrument signed by the President/CEO or chief legal executive of Gruber Systems Inc. and the customer. There are no oral understandings, representations, or agreements relative to the subject matter of this instrument which are not fully expressed in this instrument.

Governing Law
The laws of the State of California will govern the validity, interpretation, and enforcement of this instrument. The sole, exclusive, and proper venue for any proceedings brought to interpret or enforce this instrument or to obtain a declaration of the rights of the parties hereunder will be Los Angeles County, California.

Attorney’s Fees
In the event that any suit in law or equity, arbitration, or other formal proceeding is instituted by any part of this instrument, or to recover damages for breach thereof, the prevailing party shall be entitled to an award of it’s attorney’s fees and costs, including experts, incurred in connection with such action. If any collection procedure is initiated against the customer to enforce any of the customer’s obligations owing hereunder, which collection procedure does not culminate in the commencement of any suit, arbitration, or other formal proceeding, Gruber will be entitled to recover from the customer, all costs, including but not limited to attorneys’ fees, incurred by Gruber in connection with such collection procedure.

Limited Warranty

Gruber Systems offers a one (1) year Limited Warranty on all products, with the exception of “wear items” that are expected to wear during use and require periodic replacement. Gruber represents that it has inspected in a reasonable manner all components manufactured by others and used in Gruber products and Gruber warrants that those components are free from manufacturing defects in material and workmanship that are detectable by such reasonable inspection. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING WARRANTIES ARE VOID IF THE PRODUCT HAS NOT BEEN USED, CARED FOR AND MAINTAINED IN ACCORDANCE WITH GRUBER’S WRITTEN INSTRUCTIONS ACCOMPANYING THE PRODUCT OR IF THE PRODUCT HAS BEEN OTHERWISE UNREASONABLY USED, NEGLECTED, MISHANDLED, OR IMPROPERLY SERVICED OR STORED OR IF THE PRODUCT HAS BEEN DAMAGED BY ACCIDENT OR OTHER CASUALTY. No employee or representative of Gruber has authority to bind Gruber to any representation, promise or warranty concerning Gruber products. Unless a representation, promise or warranty is set forth in this instrument it is not enforceable by the customer. THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST GRUBER FOR BREACH OF ANY WARRANTY WILL BE FOR THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT OR, AT GRUBER’S OPTION A REFUND OF THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE PRODUCT UPON THE CUSTOMER’S RETURN TO GRUBER OF THE PRODUCT. NO OTHER REMEDY, INCLUDING BUT NOT LIMITED TO COMPENSATION FOR PROPERTY DAMAGE, LOST PROFITS, LOST SALES, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WILL BE AVAILABLE TO THE CUSTOMER. Claims under the foregoing warranties must be made by obtaining the prior return authorization and shipping instructions from Gruber and returning the defective product in accordance with Gruber policy then in effect. Gruber products are intended for sale to industrial and commercial customers only. This paragraph constitutes the complete and final expression of any and all warranty agreements between Gruber and the customer notwithstanding any usage of trade, course of dealing or documents sent to Gruber by the customer.