Terms and Conditions

DR MACHINERY
TERMS AND CONDITIONS OF SALE
Anaheim, California, USA
Effective Date: March 2026

1. Applicability
These Terms and Conditions of Sale (“Terms”) govern all quotations, proposals, estimates, engineering services, fabrication work, equipment sales, and deliveries provided by DR Machinery (“Seller”). Acceptance of any quotation, order confirmation, invoice, shipment, or delivery constitutes acceptance of these Terms by the purchaser (“Buyer”). Any additional or conflicting terms proposed by Buyer are expressly rejected unless agreed to in writing by an authorized representative of Seller. These Terms apply to all present and future transactions between Seller and Buyer.

2. Quotations and Order Acceptance
All quotations and estimates issued by Seller are non-binding and subject to revision or withdrawal without notice unless otherwise stated in writing. No binding agreement exists until Seller issues a written order confirmation, begins performance of the work, or issues an invoice. Seller reserves the right to accept or reject any order in whole or in part. Clerical or typographical errors in quotations or order confirmations may be corrected at any time.

3. Payment Terms
Unless otherwise agreed in writing, a deposit or proforma invoice must be paid prior to commencement of work and remaining balances are due Net Thirty (30) days from the invoice date. Lead times begin only after receipt of required deposit, written approval of final specifications or drawings (if applicable), and written order confirmation. Seller may require progress or milestone payments for engineering, fabrication, or custom machinery projects. Past due balances shall accrue interest at a rate of one and one-half percent (1.5%) per month (18% annually) or the maximum rate permitted by applicable law, whichever is lower. Buyer agrees to pay all costs incurred by Seller in collecting overdue amounts including reasonable attorneys’ fees, court costs, and collection agency fees. Seller reserves the right to suspend work, delay shipment, withhold delivery of completed equipment, or cancel orders until all outstanding balances are paid in full.

4. Pricing
All prices are stated in United States Dollars (USD). Unless otherwise agreed in writing, prices are Ex Works (EXW), DR Machinery Facility, Anaheim, California. Prices exclude freight, insurance, installation, commissioning, taxes, duties, and customs charges. Buyer shall be responsible for all applicable sales taxes or governmental charges unless a valid exemption certificate is provided. Seller reserves the right to adjust pricing in the event of significant increases in material costs, tariffs, or supply chain disruptions occurring after issuance of a quotation.

5. Changes to Orders
Any changes requested by Buyer to quantities, specifications, engineering scope, schedule, materials, or services described in a quotation or estimate shall not be binding unless accepted in writing by Seller. Approved changes may result in additional charges and revised delivery schedules, which Buyer agrees to pay upon written approval.

6. Order Cancellation
Orders accepted by Seller are binding and non-cancelable except at Seller’s sole discretion. If Seller approves a cancellation request, Buyer shall be responsible for all costs incurred by Seller including engineering labor performed, materials purchased or committed, fabrication work completed, administrative expenses, and reasonable profit on work performed.

7. Delivery and Lead Times
All delivery dates and lead times are approximate estimates only unless explicitly guaranteed in writing. Seller shall not be liable for delays caused by circumstances beyond its reasonable control including supply chain disruptions, subcontractor delays, transportation delays, labor shortages or strikes, governmental actions, natural disasters, acts of war or terrorism, pandemics, or other force majeure events. Such circumstances may extend delivery schedules for a reasonable period of time. Cancellation of orders due to such delays shall not be permitted. Rush manufacturing services may be available for an additional fee and must be arranged at the time of purchase.

8. Risk of Loss and Title
Risk of loss transfers to Buyer when goods are released to the carrier or made available for pickup at Seller’s facility, whichever occurs first. Title to goods remains with Seller until payment has been received in full. Seller retains a purchase money security interest in all goods until full payment is received.

9. Inspection and Acceptance
Buyer shall inspect all goods immediately upon delivery. Any claims for shortages, defects, or nonconforming goods must be submitted in writing within ten (10) days of delivery. Failure to provide timely notice constitutes acceptance of the goods. Returned goods will not be accepted without prior written authorization from Seller.

10. Installation Responsibility
Unless expressly agreed in writing, installation, commissioning, electrical wiring, mechanical mounting, and integration of equipment into Buyer’s facility are the responsibility of Buyer. Seller shall not be liable for damages, equipment failure, or safety issues arising from improper installation or integration.

11. Equipment Operation and Safety
Buyer is responsible for ensuring that all equipment is installed, operated, and maintained in accordance with applicable safety regulations and industry standards. Buyer assumes responsibility for operator training and implementation of appropriate safety procedures and safeguards. Seller shall not be liable for injuries or damages resulting from improper operation, modification, or misuse of equipment.

12. Engineering Services and Custom Equipment
For custom machinery, engineering services, prototypes, or modified systems, performance is based on information supplied by Buyer. Buyer is responsible for verifying process suitability, materials compatibility, operational conditions, and integration with other equipment. Seller does not guarantee production rates, product yield, process performance, or compatibility with third-party equipment unless expressly stated in writing.

13. Customer-Supplied Materials
Seller shall not be responsible for damage to or defects caused by materials, components, drawings, or specifications supplied by Buyer. Buyer assumes responsibility for the accuracy and suitability of all materials or specifications provided.

14. Third-Party Components
Seller may incorporate components manufactured by third parties. Such components are subject solely to the warranties provided by their respective manufacturers. Seller shall not be liable for failures or defects in third-party components beyond assisting Buyer in pursuing applicable manufacturer warranties.

15. Software and Control Systems
Control software, programming, and automation systems may require adjustment during commissioning. Seller does not guarantee compatibility with third-party hardware, software, or networks unless expressly agreed in writing.

16. Warranty
Seller warrants that goods manufactured by Seller will be free from defects in materials and workmanship for a period of twelve (12) months from delivery. This warranty does not cover normal wear and tear, improper installation or maintenance, misuse or modification, damage caused by third-party equipment, or operation outside specified conditions. Seller’s sole obligation shall be limited to repair, replacement, or refund of the defective component at Seller’s discretion. This warranty is exclusive and replaces all other warranties including implied warranties of merchantability or fitness for a particular purpose to the extent permitted by law.

17. Limitation of Liability
To the maximum extent permitted by law, Seller’s total liability shall not exceed the amount paid by Buyer for the goods or services giving rise to the claim. Seller shall not be liable for indirect, incidental, special, or consequential damages including lost profits, production downtime, loss of contracts, loss of business opportunities, or damage to other equipment or materials regardless of whether claims arise in contract, negligence, strict liability, or otherwise.

18. Buyer Approval of Drawings
Buyer approval of drawings, specifications, or design documents constitutes acceptance of the design and releases Seller from liability related to those approved elements.

19. Process Validation and Suitability
Buyer acknowledges that Seller is not responsible for validating Buyer’s manufacturing process, materials, or product design. Buyer is solely responsible for determining that the equipment supplied is suitable for Buyer’s intended application and production process. Any technical guidance or recommendations provided by Seller are offered in good faith but do not constitute a guarantee of process performance, product quality, production rates, or manufacturing yield.

20. Design Review and Approval Responsibility
Buyer shall review and approve all drawings, specifications, layouts, and design documents provided by Seller prior to fabrication or manufacturing. Buyer’s written approval constitutes confirmation that the design meets Buyer’s requirements. Seller shall not be liable for errors, omissions, or performance issues resulting from Buyer-approved designs, specifications, or instructions.

21. Reliance Disclaimer
Buyer acknowledges that it has not relied on any representation, statement, or promise not expressly contained in these Terms or in a written agreement executed by the parties.

22. Storage and Delayed Acceptance
If Buyer fails to accept delivery or arrange shipment within thirty (30) days after notification of completion, Seller may store the equipment at Buyer’s risk and expense and may charge reasonable storage fees. Seller may invoice the remaining contract balance at that time.

23. Intellectual Property
All drawings, models, designs, calculations, specifications, software, and technical documentation produced by Seller remain the exclusive intellectual property of DR Machinery. Buyer may not reproduce, manufacture, reverse engineer, distribute, or disclose such materials without written authorization.

24. Reverse Engineering and Replication Prohibition
Buyer acknowledges that the equipment, designs, drawings, specifications, assemblies, and engineering methods supplied by Seller contain proprietary and confidential information belonging to DR Machinery. Buyer shall not copy, reproduce, reverse engineer, disassemble, analyze, or otherwise attempt to replicate the design, construction, or operation of any equipment or components supplied by Seller. Buyer shall not provide Seller’s drawings, models, documentation, or equipment to any third party for the purpose of manufacturing duplicate or substantially similar equipment without the prior written consent of Seller. Any unauthorized reproduction, duplication, or reverse engineering of Seller’s equipment, designs, or documentation shall constitute a violation of Seller’s intellectual property rights and may result in legal action including injunctive relief and recovery of damages.

25. Confidentiality
All quotations, drawings, specifications, and technical documents provided by Seller are confidential and may not be reproduced or disclosed without written permission.

26. Force Majeure
Seller shall not be liable for failure or delay in performance caused by events beyond its reasonable control including acts of God, natural disasters, terrorism, pandemics, labor disputes, governmental actions, or supply chain disruptions.

27. Severability
If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

28. Governing Law and Jurisdiction
These Terms shall be governed by the laws of the State of California. Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in Orange County, California, and Buyer consents to the jurisdiction of such courts.

03/11/2026