Xmultiple Terms and Conditions

1. All orders are subject to credit approval and acceptance by XMULTIPLE.

2. Unless otherwise stated in writing, the prices and changes stated for the materials to be furnished will be invoiced at XMULTIPLE's prices and charges in effect at the time of shipment and shall be F.O.B. factory.

3. Unless otherwise stated in writing, transportation costs shall be the responsibility of buyer and XMULTIPLE will engage the carrier on behalf of buyer.  If transportation is the responsibility of XMULTIPLE, XMULTIPLE has the right to ship via most economical means at its disposal.  If the transportation is the responsibility of XMULTIPLE and there is any evidence of injury to the shipment, buyer is to receipt according to the fact and notify XMULTIPLE immediately of such injury.  The unloading of material at the point of designation shall be the responsibility of buyer.

4. Unless otherwise stated in writing, the prices and charges stated for the materials do not include any federal provincial or local taxes (including, without limitation, sales, excise and similar taxes).  Wherever applicable such taxes will be for the account of buyer and may be added to the invoice to be paid by buyer.

5. XMULTIPLE reserves the right to modify XMULTIPLE's published specifications and constructions of the materials whenever such modification is necessary.  XMULTIPLE assumes no responsibility for any change in specifications requested by buyer, unless such change is confirmed in writing by buyer and accepted in writing by XMULTIPLE.  Any price variation resulting from such change will become effective immediately upon acceptance of such change.

6. XMULTIPLE reserves the right to ship from any of its warehouses or plants.  Risk of loss or damage in transit or otherwise will be borne by buyer. This risk starts when your common carrier or other shipper pick up the materials from our warehouse or factory. F.O.B. point stated, which point is understood to mean Xmultiple's loading and unloading facility in either our warehouses or factories, unless otherwise stated in writing, XMULTIPLE may ship either in lots or in a single shipment.

7. All dies, tools, etc. remain the exclusive property of XMULTIPLE regardless of any charge made to cover labor and expenses involved in making or altering such dies, tools, etc.

8. Time and terms of payment is net 30 days, and if any default therein be made by buyer or if the financial responsibility of buyer shall at any time become impaired or unsatisfactory to XMULTIPLE, XMULTIPLE will have the right to terminate without notice or to defer or discontinue further shipments until past due payments are made or satisfactory assurance of buyer's financial is received by XMULTIPLE (without prejudice, however, to any rights or claims which XMULTIPLE may have in law or in equity hereunder).  Such right will continue irrespective of any prior failure on the part of XMULTIPLE to exercise such right.

9. XMULTIPLE warrants that the materials will conform to the description on the face of order, that it will convey good title thereto, that the materials will be delivered free from any lawful security interest or other lien or encumbrance unknown to buyer and that the materials will be free from defects in material and workmanship.  There is no implied warranty of merchantability.  There is no other warranty expressed or implied, except such as is expressly  set forth herein and this warranty expressly excludes materials which have been subject to neglect, accident or improper use and materials which have been altered by other than XMULTIPLE's personnel.  XMULTIPLE will not be liable for any general, consequential or incidental damages, including without limitation any damages for loss of use or loss of profits, for any breach of warranty or for negligence, XMULTIPLE's liability and buyer's exclusive remedy being expressly limited to the repair of defective materials, or the shipment of equivalent materials, or the replacement of the purchase price upon return of the materials, or the granting of a reasonable allowance on account of defects, as XMULTIPLE may elect.  XMULTIPLE will be given reasonable opportunity to investigate all claims, and no materials may be returned by buyer to XMULTIPLE until after receipt by buyer of definite shipping instructions from XMULTIPLE.

10. The materials will be subject to XMULTIPLE's standard tolerances for variations.

11. Dates of shipment stated in order acknowledgment, become effective on and after date of receipt at XMULTIPLE's plant of complete manufacturing details.

12. XMULTIPLE will use its best efforts to adhere to shipping dates.  However, XMULTIPLE shall not be responsible or liable, either directly or indirectly, for any loss or damage due to delay in delivery caused by war, hostilities, invasion, insurrection, riot, the order of any competent civil or military government or by fire, strikes, lockouts, or labor disputes or lack of transportation or shortages of raw materials or by any other cause, whether or not of a similar nature, which is unavoidable or beyond its reasonable control.

13. Materials not ordered forwarded by buyer as agreed must, at XMULTIPLE's option,  either be paid for as if shipped upon the expiration date or the period within which they were to have been taken or the order canceled on terms and conditions that will fully indemnify XMULTIPLE against all losses.  Where no shipping date is specified, shipment will be made at the convenience of XMULTIPLE.

14. Interest on all past due accounts will be charged at the rate of 1 1/2% per month.

15. No waiver by XMULTIPLE of any breach of any provision hereof will constitute a waiver of any other breach of such provisions contained in any communication from buyer will not be deemed an acceptance of such provisions or as a waiver of the provisions hereof.  All orders are subject to correction of stenographic and clerical errors.  The terms and conditions of sale contained herein may not be amended, modified or rescinded, except by written agreement signed by an authorized official of each party expressly referring hereto.

16. Orders accepted by XMULTIPLE may only be canceled with XMULTIPLE's consent in writing.

17. XMULTIPLE assumes no liability for infringement of patents when material is made to customer specifications.

18. All rights and obligations are governed by and constructed in accordance with the laws of the State of California.