CARTESIAN MACHINE LLC
STANDARD TERMS AND CONDITIONS OF SALE

Sales Orders, Acceptance, and Authorization to Proceed

All work performed by Cartesian Machine LLC ("Cartesian" or "Company") requires an authorized sales order.

A sales order shall be considered accepted and legally binding upon either (a) signature by an authorized representative of Customer or (b) issuance of a purchase order by Customer referencing the applicable Cartesian quotation or sales order. Issuance of such purchase order shall constitute Customer's acceptance of the sales order and these Terms and Conditions, provided these Terms and Conditions were made available to Customer before or at the time of acceptance.

Upon acceptance, Customer becomes financially responsible for the work authorized, including applicable materials, labor, engineering, subcontracted services, and other contractual commitments.

Acceptance of a sales order does not constitute authorization for Cartesian to commence work. No work shall begin until the required down payment has been received, unless Cartesian has expressly waived the down payment requirement.

Down payment requirements may vary according to Customer's approved credit status, account classification, and the nature of the work. Any waiver of the down payment requirement shall be at Cartesian's sole discretion and shall not establish an entitlement to similar terms on subsequent orders.

Any additional or conflicting terms contained in Customer's purchase order, acknowledgment, or other documentation are expressly rejected unless accepted in writing by an authorized representative of Cartesian.

Standard Manufacturing Tolerances

Unless otherwise expressly specified and accepted in writing by Cartesian, the following standard manufacturing tolerances shall apply.

2.1 Machined Components

Standard dimensional tolerances for machined components shall be as follows: .X = ±0.060"; .XX = ±0.020"; .XXX = ±0.005".

2.2 Laser-Cut Components

Laser-cut profiles, holes, slots, and other cut features shall be subject to a standard dimensional tolerance of ±0.020".

2.3 Formed and Bent Components

Formed sheet metal components shall be subject to a standard dimensional tolerance of ±0.030" per bend, cumulative, for formed leg and overall dimensions. Components exceeding 60 inches in width shall be subject to a dimensional tolerance of ±0.045" per bend, cumulative. Formed angles shall be subject to a tolerance of ±1.0° from the specified nominal angle.

Dimensional tolerances shall accumulate according to the number and sequence of bends affecting the measured dimension. Angular tolerances shall apply individually to each formed bend unless otherwise expressly agreed in writing.

2.4 Raw Material Variations

Raw material dimensions, thickness, flatness, straightness, surface finish, and other characteristics remain subject to applicable commercial mill tolerances and supplier manufacturing variations.

Unless otherwise expressly agreed in writing, Cartesian does not warrant that commercially supplied raw materials will exceed their applicable published manufacturing standards.

2.5 Material Traceability and Mill Certifications

Unless expressly requested by Customer and agreed to in writing by Cartesian prior to material procurement or commencement of manufacturing, Cartesian does not provide or maintain material heat-number traceability, mill test reports (MTRs), certificates of material conformity, or other documentation establishing the origin, composition, or manufacturing history of raw materials used in finished products.

Under standard manufacturing practices, Cartesian is not obligated to preserve or maintain a traceable relationship between individual finished components and their original mill heat, lot, batch, or material certification.

Material certification, traceability, segregation, identification, and associated recordkeeping services must be specifically requested and arranged in advance and may be subject to additional fees.

Requests for material traceability or certification made after procurement or manufacturing has commenced may not be accommodated. Cartesian makes no representation that material traceability can be reconstructed or established retroactively.

Disclaimer of Performance, Suitability, and Fitness for Purpose

Except for expressly stated limited warranties, and to the fullest extent permitted by law, Cartesian makes no representation or warranty, express or implied, regarding the performance, productivity, capacity, efficiency, reliability, service life, suitability, or fitness for any particular purpose of any product, machinery, equipment, component, design, prototype, or service supplied by Company.

Cartesian expressly disclaims any warranty or guarantee concerning production rates, throughput, efficiency, operating capacity, suitability for Customer's intended application or operating environment, structural strength, load-bearing capacity, fatigue life, corrosion resistance, anticipated service life, compatibility or successful integration with existing equipment, processes or systems, achievement of Customer's anticipated technical, operational, financial or commercial results, or compliance with particular industry standards, certifications or regulatory requirements unless expressly included within the agreed scope of work.

Customer's disclosure of an intended application, operating requirement, production objective, or anticipated result shall not, by itself, constitute a representation or warranty by Cartesian that any product, design, or service will satisfy such requirement or achieve such result.

All estimates, calculations, simulations, projections, and anticipated performance figures are provided for informational and design-development purposes unless expressly designated as binding performance guarantees in a separate written agreement.

Customer is responsible for evaluating, testing, validating, and determining the suitability of all products and equipment for its intended application prior to deployment or commercial use.

Cartesian provides technical design, fabrication, and manufacturing services but does not represent that its services include licensed Professional Engineer (PE) certification, stamped engineering calculations, or other regulated professional engineering services unless expressly arranged through appropriately licensed professionals.

Nothing in this section shall eliminate any express contractual obligation or limited workmanship warranty that Cartesian has specifically agreed to provide.

Welding Standards, Certifications, and Inspection

Unless expressly specified in a separate written agreement accepted by Cartesian, welding services are performed according to Cartesian's standard commercial fabrication practices.

Cartesian does not represent or warrant that welding operations, procedures, personnel, or completed weldments are certified, qualified, inspected, or compliant with any particular welding code or standard, including standards published by the American Welding Society (AWS), American Society of Mechanical Engineers (ASME), or other regulatory or industry organizations.

Unless specifically contracted, welding services do not include certified welding procedures or procedure qualification records, welder performance qualifications or certifications, non-destructive examination or testing, third-party inspection or certification, code-stamped fabrication, or documented weld traceability or material certification.

Customer is responsible for identifying all applicable welding standards, inspection requirements, certifications, and acceptance criteria before placing an order.

Intellectual Property and Engineering Deliverables

All intellectual property developed, owned, or utilized by Cartesian, including inventions, manufacturing processes, engineering methods, proprietary designs, software libraries, programming techniques, tooling concepts, and technical know-how, shall remain the exclusive property of Cartesian unless expressly assigned through a separate written agreement.

Where drawings, CAD models, blueprints, PLC programs, technical files, or other engineering materials are expressly included as deliverables under a sales order, Customer shall receive the agreed files and may use, reproduce, modify, or engage third parties to manufacture from those delivered materials.

Delivery of such materials does not constitute assignment of Cartesian's underlying patents, inventions, proprietary methods, trade secrets, software libraries, or other intellectual property beyond the rights expressly granted in the delivered materials.

5.1 Customer-Furnished Intellectual Property

Customer represents and warrants that it possesses all necessary rights and permissions to provide Cartesian with drawings, models, samples, designs, instructions, and other materials submitted for manufacture.

Customer shall indemnify and hold Cartesian harmless from third-party intellectual property claims arising from Cartesian's authorized manufacture or use of Customer-furnished designs or specifications, except to the extent caused by unauthorized modifications or other independently wrongful conduct by Cartesian.

Indemnification and Limitation of Liability

6.1 Exclusion of Consequential Damages

To the fullest extent permitted by law, Cartesian shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost production, business interruption, downtime, loss of revenue, loss of crops, or other economic losses arising from products or services supplied by Cartesian.

6.2 Limitation of Liability

To the fullest extent permitted by applicable law, Cartesian's aggregate liability arising from any particular product or service shall not exceed the net amount actually paid to Cartesian for the specific product or service giving rise to the claim.

This limitation shall not apply where prohibited by law.

6.3 Customer Indemnification

To the fullest extent permitted by law, Customer shall defend, indemnify, and hold harmless Cartesian, its employees, agents, and subcontractors against third-party claims, damages, liabilities, and reasonable legal expenses arising from Customer's improper installation, modification, misuse, operation, resale, or integration of products supplied by Cartesian, except to the extent caused by Cartesian's negligence, willful misconduct, or other liability that cannot lawfully be excluded.

Returnable Pallets, Fixtures, and Specialized Shipping Equipment

Certain products may be delivered using specialized reusable pallets, shipping frames, cradles, fixtures, or other transportation equipment owned by Cartesian.

Unless expressly sold to Customer, such equipment shall remain the exclusive property of Cartesian and is provided solely for transportation, handling, and temporary storage of the associated goods.

Customer is responsible for the safekeeping and timely return of all reusable shipping equipment supplied by Cartesian.

Any specialized reusable pallet or shipping fixture that is lost, destroyed, damaged beyond reasonable repair, or not returned following an agreed return deadline shall be subject to a replacement charge of $750.00 per unit.

Payment of a replacement charge shall not transfer ownership of the equipment unless expressly agreed in writing by Cartesian.

Delivery, Title, Storage, and Risk of Loss

8.1 Delivery and Risk of Loss

Unless otherwise expressly agreed in writing, all goods are sold F.O.B. Origin, Cartesian's manufacturing facility.

Risk of loss or damage shall transfer to Customer upon delivery of goods to Customer, Customer's designated transportation agent, or a common carrier at Cartesian's facility.

Title shall transfer according to the applicable sales order and payment terms, subject to any valid security interest retained by Cartesian.

8.2 Freight and Transportation

All freight, transportation, insurance, customs, duties, and related delivery expenses shall be Customer's responsibility unless expressly included in the sales order.

8.3 Storage of Completed Goods

Customer shall arrange for pickup or delivery of completed goods within five business days following written notice of completion unless other arrangements have been approved.

Goods remaining at Cartesian's facility beyond the approved pickup period may be subject to storage charges.

Standard storage charges shall be $50.00 per pallet or occupied storage bay per day, or 1.5% of the total order value per week, whichever is greater, subject to applicable law.

Cartesian reserves all lawful rights and remedies regarding goods remaining uncollected or unpaid, including applicable storage, lien, collection, and disposition rights, subject to required notices and procedures.

Financial Terms, Deposits, Payments, and Collections

9.1 Deposits and Payment Milestones

Unless otherwise specified in writing, standard payment terms shall require a 70% down payment upon acceptance of the sales order, with the remaining 30% balance due before release or shipment.

Down payment requirements may be modified or waived according to Customer's approved credit status and account classification.

9.2 Credit Terms

Open-account credit arrangements, including Net 30 terms, are available only upon approval by Cartesian.

Cartesian may modify, suspend, or revoke credit privileges based on Customer's payment history, creditworthiness, or other commercially reasonable considerations, subject to existing contractual obligations.

9.3 Late Payments

Past-due balances shall accrue interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.

Customer shall be responsible for reasonable costs of collection, including collection agency fees, court costs, and attorney fees, to the extent permitted by law and the applicable agreement.

9.4 Cancellations and Custom Work

Custom manufacturing orders may not be canceled without Cartesian's written approval once materials have been ordered, labor has commenced, or other commitments have been incurred.

In the event of an approved cancellation, Customer shall remain responsible for completed work, work in progress, noncancelable material commitments, subcontractor charges, and other reasonable costs incurred in connection with the order, subject to applicable law.

9.5 Suspension of Work

Cartesian reserves the right to suspend work, withhold shipment, or decline additional orders in the event of nonpayment, subject to applicable law and existing contractual commitments.

9.6 Taxes and Additional Charges

Quoted prices exclude applicable sales taxes, use taxes, freight, duties, tariffs, and other governmental charges unless expressly stated otherwise.

Customer shall be responsible for all applicable taxes and charges associated with the transaction, except taxes imposed on Cartesian's net income.

9.7 Returns of Unused Raw Materials

Returns of unused raw materials purchased or procured by Cartesian in connection with Customer's order are subject to prior written approval by Cartesian.

Approved returns of unused raw materials shall be subject to a 40% restocking fee, calculated on the original invoiced price of the returned materials.

Materials must be unused, unmodified, undamaged, and in commercially resalable condition. Materials that have been cut, machined, formed, welded, processed, or otherwise altered are not eligible for return unless expressly authorized by Cartesian.

Special-order, nonstandard, or nonreturnable materials may be excluded from return eligibility at Cartesian's discretion.

Customer shall be responsible for applicable return freight, handling, and other expenses associated with approved returns.

No credit shall be issued until the returned materials have been received, inspected, and accepted by Cartesian.

International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR)

Cartesian complies with applicable United States export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), administered by the U.S. Department of State, and the Export Administration Regulations (EAR), administered by the U.S. Department of Commerce.

Customer is responsible for identifying and disclosing, prior to submission of any drawings, specifications, CAD models, software, technical data, physical samples, or other project information, whether such materials or the requested products are subject to ITAR, EAR, or other applicable export control restrictions.

Customer shall provide Cartesian with all applicable export classifications, licensing requirements, handling restrictions, and other information reasonably necessary to evaluate and lawfully perform the requested work.

Cartesian does not represent that its facilities, personnel, information systems, or business operations are registered, authorized, or otherwise qualified to receive, store, process, manufacture, or transmit ITAR-controlled technical data or defense articles.

Customer shall not submit ITAR-controlled technical data or other restricted information requiring special authorization without Cartesian's prior written consent and confirmation that all applicable legal requirements have been satisfied.

Cartesian reserves the right to reject, suspend, or terminate any order involving controlled technical information, restricted products, or export-controlled activities where applicable compliance requirements cannot be established or maintained.

Nothing in these Terms and Conditions shall be interpreted as authorizing any activity prohibited by applicable export control laws.

Compliance with Firearms, Export Control, and International Trade Laws

Customer represents and warrants that all products, components, designs, technical information, and manufacturing instructions submitted to Cartesian are lawful to manufacture, possess, transfer, sell, and use under applicable federal, state, and local laws.

Customer shall not request, direct, or knowingly cause Cartesian to manufacture, modify, assemble, or supply any firearm, firearm component, weapon, weapon accessory, or other regulated article in violation of applicable law.

Customer shall not request or direct Cartesian to manufacture, supply, export, reexport, transfer, or otherwise participate in any transaction prohibited by United States export control laws, economic sanctions, international trade restrictions, or applicable international treaty obligations implemented under United States law.

Customer represents and warrants that Customer possesses all licenses, permits, authorizations, and approvals legally required for its requested products and transactions; has accurately disclosed any applicable restrictions relating to the manufacture, possession, sale, transfer, export, or end use of the requested products; will not use Cartesian's products or services in connection with prohibited end uses, restricted parties, sanctioned destinations, or unlawful transactions; and will promptly notify Cartesian of any change in the legal or regulatory status of a project that could affect Cartesian's participation.

Cartesian reserves the right, at its discretion, to decline, suspend, or terminate any order where it reasonably believes that performance could violate applicable laws, regulations, sanctions, or export restrictions.

To the fullest extent permitted by law, Customer shall indemnify and hold harmless Cartesian, its employees, agents, and subcontractors against third-party claims, penalties, damages, and reasonable legal expenses arising from Customer's violation of this section, except to the extent caused by Cartesian's own unlawful conduct or other liability that cannot lawfully be excluded.

Project Photography, Publicity, and Marketing

Customer acknowledges and agrees that Cartesian may photograph, record, document, and describe products, components, machinery, equipment, fabrication processes, and completed projects manufactured, designed, or serviced by Cartesian.

Cartesian reserves the right to use such photographs, videos, technical descriptions, and other nonconfidential project documentation for legitimate business purposes, including company websites, social media, advertising, promotional materials, trade publications, portfolios, and demonstrations of manufacturing capabilities.

Cartesian shall not intentionally display or disclose Customer's name, company logo, trademarks, proprietary markings, confidential technical information, or other identifying information without Customer's prior permission.

Where reasonably practicable, Cartesian may remove, obscure, crop, or otherwise conceal identifying markings or confidential information before publication.

Nothing in this section authorizes Cartesian to disclose information protected by a separate confidentiality agreement, applicable law, or an express written restriction accepted by Cartesian.

Customer may request additional project-specific confidentiality or publicity restrictions in writing before commencement of work. Such restrictions shall be effective only when accepted in writing by Cartesian.

Unless otherwise expressly agreed, Customer's purchase of products or services from Cartesian shall not restrict Cartesian from documenting or displaying its own manufacturing processes, workmanship, equipment, or nonconfidential aspects of completed work, subject to the limitations stated above.

General Contract Provisions

13.1 Governing Law

These Terms and Conditions shall be governed by the laws of the State of California, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 Dispute Resolution

Except as otherwise agreed in writing or prohibited by law, disputes arising from these Terms and Conditions shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings held in Butte County, California.

13.3 Force Majeure

Cartesian shall not be liable for delays or failure to perform resulting from circumstances beyond its reasonable control, including natural disasters, labor disruptions, equipment failures, material shortages, transportation interruptions, governmental actions, utility outages, or other unforeseen events.

13.4 Severability

If any provision is determined to be invalid or unenforceable, the remaining provisions shall continue in effect.

13.5 Waiver

Failure by Cartesian to enforce any provision shall not constitute a waiver of its right to enforce that provision subsequently.

13.6 Entire Agreement

These Terms and Conditions, together with the applicable accepted sales order and any expressly incorporated documents, constitute the agreement between Cartesian and Customer concerning the transaction. Modifications must be accepted in writing by authorized representatives of both parties.

Revision Date: October 20, 2026

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Cartesian Machine

10116 Midway Durham
Durham CA 95938

info@cartesian-machine.com
(530) 570-0465

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