The following terms and conditions are binding upon any sales of goods or services made by RAJPUTANA CORPORATION. (Seller) to Customer (Purchaser) and shall be the exclusive agreement between the parties. Any terms or conditions otherwise must be agreed upon by both parties in writing.

No provisions of this agreement may be modified or assigned by either party without prior written consent of both parties.

Seller will accept Purchaser’s order when it is accompanied by Purchaser’s acceptance of the terms and conditions set forth herein.

This agreement of terms and conditions is the complete and final expression of both parties.

Any notice that may be related to any transaction between Seller and Purchaser shall be in writing and served or delivered by acceptable mailing to the Seller at 417 Main Street Suite 101, Huntington Beach, CA 92648, United States and P.O. BOX 299493, Dubai, United Arab Emirates.

Prices are subject to change without notice. Changes in prices may be due to currency exchange rate fluctuations or any other changes that may affect seller’s methods of doing business. Shipments shall be invoiced at prices prevailing on date of shipment.

Federal, State, Local and Foreign Taxes shall be added on all invoices and payable by Purchaser for any and all invoiced items where applicable by law.

All ordered purchases are point-of-sale via electronic currency transfer system by way of cash, debit or credit card transfer unless Seller has accepted Purchasers application for “on-account” terms of sale and payment. If Purchaser has been granted an account for purchases “on-account” with Seller, Seller will invoice Purchaser for all goods ordered, shipped and delivered immediately after the delivery.

Unless otherwise established as part of Purchaser’s account, payments for goods or services must be paid within 30 days without discount.

In the event a payment for goods or services is not made by Purchaser to Seller and any such payment is not the subject of dispute over the amount or quality of goods or services, Seller shall be entitled to add an interest charge to the total of all overdue payments in Purchasers account. Interest shall be calculated based on 2% over First Bank and Emirates Bank published “prime rate” that is in effect at the time of application of such interest charge, but in no event less than 12% per annum. Any interest charges shall not exceed any applicable ceiling on interest, which may be legally charged in the State that Seller is doing business.

Seller shall have the right to withhold shipment of any Products if Purchaser fails to make payments when due for prior shipments, such action on the part of Seller shall not release Purchaser from its obligations to accept and pay for Products if and when shipped by Seller.

Packing quantities are the standard units normally supplied. However, quantities cannot be guaranteed by Seller, due to standard packaging variations within the fastener manufacturing industry.

In the absence of specific shipping instructions, Seller shall use their discretion regarding means and routing of shipments.

Seller shall not be responsible for in-transit damage (including but not limited to rust and corrosion) or damage due to mishandling.

As a part of Sellers purchase, payment, shipping and delivery options afforded to Purchaser at the time purchases are made; Seller will offer Purchaser the option of insuring goods bound for transit in interstate commerce. Costs, standards and applications of available insurance may change from time-to-time without notice.

The delivery time given by Seller to Purchaser will be approximate and may be affected by product availability, 3rd party commercial delivery services, postal mail or express packaging businesses. A delivery time shall be reckoned from the date Seller’s written acknowledgement of Purchaser’s order is dispatched. Delivery shall be considered to have taken place on time if, within the time of delivery specified, the Products are either dispatched from Seller’s warehouse or Seller notifies Purchaser that the Products are ready for dispatch or inspection. Delayed delivery shall entitle Purchaser to compensation only when the parties agree in writing before such compensation is granted. Seller shall use best efforts to notify Purchaser promptly of any delay in delivery time, and shall assign a new delivery time that will be properly conveyed to Purchaser. In no event shall Seller be liable to Purchaser for any damages that Purchaser may incur due to late delivery or failure of delivery of good or services purchased from Seller by Purchaser.

Failure of delivery of any or all Products shall be excused due to: compliance with any law, order or regulation of any government of any country or any agency, instrumentality or subdivision: any strike or other labor problem, fire, damage to or destruction in whole or in part of any merchandise or manufacturing plant: lack of or inability to obtain, for any reason whatsoever, raw materials, labor, fuel, supplies or equipment due to war, riot, insurrection, civil commotion, flood, accident, storm, damage to or destruction of any carrier; any Act of God: or any other cause, contingency, event or circumstance beyond Seller’s control, whether within or outside the United States and United Arab Emirates.

Shipment of 90% to 100% of the quantity of any Product made to Purchaser’s specifications shall fully discharge Seller’s responsibilities for delivery of the quantity specified in Purchaser’s Order with appropriate adjustments to be made to the charges for such. Manufacturing quantity overruns of up to 10% are allowable unless Purchaser contracts with Seller for an exact quantity.

If Purchaser provides Seller with any special design or blueprint for product, Purchaser shall indemnify Seller for any and all cost, damage, or expenses or other liability incurred by Seller for extending efforts to manufacture or provide Purchaser’s specially designed product to Purchaser or any third party. Any costs shall include Seller’s attorneys’ fees and other costs of legal action.

Purchaser shall not fail to receive delivery of Seller’s specially manufactured goods for a reason of late delivery, unless Purchaser agrees to reimburse Seller for any and all loss, cost or expense (including but not limited to labor cost and expenses) which Seller has incurred in connection with the acquisition of special tooling or materials required to manufacture the products or otherwise for special costs of manufacturing, sales or warehousing of special product.

Title and right of possession shall remain with Seller and Products shall remain Sellers personal property until all payments have been made according to accounting. Purchaser shall do all things, including if necessary, filings under Article 9 of the Uniform Commercial Code, to perfect and maintain title and right of possession.

Risk of loss shall pass to Purchaser upon due delivery of Product to a common or contract carrier for transit or upon direct delivery of Products to Purchaser by Seller.

All products listed and sold by Seller are supplied as general-purpose fasteners which are manufactured according to acceptable individual standards and are subject to all warnings and disclaimers contained therein. For acceptance inspection, all delivered general purpose fasteners are subject to the acceptance plan as stated by the individual product standards. Where no specific acceptance plan is specified, or has been agreed upon in writing to be otherwise, the acceptance plan per ISO 3269 is applicable. Unless otherwise specified or agreed upon in writing, the applicable gauging standard is ISO 1502. Where no dimensional tolerances are specified, or otherwise agreed upon in writing, the ISO standard for fastener tolerance of ISO 4759 is applicable. For surface discontinuities not specified or otherwise agreed upon in writing, the ISO standard of ISO 6157 is applicable. If not specified or otherwise agreed upon in writing, the mechanical properties and testing procedures shall be in accordance with the appropriate standard from the ISO 898 series (for stainless steel ISO 3506). More stringent acceptance inspection standards for special quality assurance plans must be agreed upon in writing at the time Purchaser places order with Seller, particularly if fasteners are destined for special applications such as:

• Fasteners for high volume machine assembly.
• Fasteners for special purpose applications requiring in-process controls.
• Fasteners that may be exposed to excessive physical and environmental factors such as heat, cold, moisture, salt, minerals, chemicals, corrosive substances, altitude, pressure, ultra-violet radiation, high or low frequencies, vibration, force of impact, compression, expansion, torque, electrical current, or combustion.
• Fasteners for highly specialized engineered applications produced consecutively from a single mill heat with an in process control and lot traceability.
• Fasteners for applications in circumstances known to Purchaser to pose a threat of bodily injury or property damage if special quality assurance is not required of the fasteners.

The Purchaser has the duty to warn the Seller in writing of any purposed “special applications” of the purchased fasteners at the time the order is submitted to Seller. If the failure of Purchaser to warn Seller of any purposed special application causes any direct or indirect injury or damages to any person, property, business, right, franchise or the like and if any claim, demand, action or proceeding is made against Seller because of the failure of a fastener or fastener application due to lack of special quality assurance or other special application requirements, Purchaser shall indemnify Seller and any 3rd party for any loss, cost, damage or expense which Seller may suffer or incur by reason of such claims, demand actions or proceedings including, but not limited to, all Seller’s or 3rd party attorneys fees and other costs of legal action and the amount of any judgment entered as a result of any such action or proceeding.

No “sale by description” shall be made in which Seller is required to use any drawing, advertising, descriptive matter, specification; illustrations, catalog, pamphlet or price list. No sale shall be made by “sample” or arise by reason of any use by Seller or any simulation of any Product, irrespective of any inspection thereof by Purchaser.

No Product shall be returned or rejected or its acceptance revoked; and no contract for sale may be modified, unless by written agreement signed by Seller or a duly authorized representative thereof.

Purchaser shall inspect each product as soon as it is received by Purchaser and, if Purchaser believes that a Product so inspected is defective or not of acceptable industrial quality, Purchaser shall give Seller prompt notice, no later than 90 days after inspection of the details of any such claimed defect. Purchaser shall then, at its own expense, return the product to the Seller’s place of business from which it was shipped or, at Sellers option, allow Seller to inspect the Product or a sample of the product at the place where it is located. This notice should include a Defect Report that clearly states the non-conformance and the specification under which the Product was ordered and confirmed by Purchaser, along with a representative sample of the defective Product accompanying the Defect Report. If a defect is demonstrated to Seller’s satisfaction, Seller will within a reasonable time replace or rework the non-conforming Product or, at Sellers election, accept the return thereof and issue a credit to Purchaser in the amount of the price paid by Purchaser, plus Purchaser’s cost of return, if any. These remedies shall be the exclusive remedies available to Purchaser against Seller for any defect in a Product sold by Seller to Purchaser. Seller shall not incur any further liability or obligation in connection with the defective product, including, but not limited to, incidental or consequential damages for lost profits, lost sale, injury to any person or any property, or any other incidental or consequential loss.

Exclusion of Warranties: the warranty described in the Paragraph “Acceptance Standards, Special Applications and Warranty” shall be the exclusive warranty, either expressed or implied, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose, which warranties are excluded from this transaction and do not apply to the Products sold. No other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, as to any product shall arise through any person by promise, affirmation of fact or by description or as a result of showing or delivery to Purchaser any sample or model. The selection and adaptation of any Product to or for a specific use or application is not the Seller’s responsibility to anticipate.

If Seller manufactures any Product pursuant to any design, drawing, specification or bill of material furnished to Seller by or on behalf of Purchaser, and if any claim, demand action or proceeding is made or commenced against Seller for any purpose arising out of that design or which alleges that such manufacturer (or the use, sale or other disposition for any purpose of anything so manufactured) constitutes infringement or contributory infringement, of any Patent or other industrial property right, Purchaser shall indemnify Seller with respect to any and all loss, cost, damage or expense which Seller may suffer or incur by reason of such claim demand, action or proceeding including but not limited to, all Seller’s attorneys fees and other costs of legal action and the amount of any judgment entered in any such action or proceeding.

If the misuse of any Product (whether or not defective) by or on behalf of Purchaser or any other person causes any direct or indirect injury or damage (consequential or otherwise) to any person property, business, right, franchise or the like, and if any claim, demand action or proceeding is made or commenced against Seller because of such misuse, Purchaser shall indemnify Seller with respect to any and all loss, cost damage or expense which Seller may suffer or incur by reason of such claim, demand, action or proceeding, including but not limited to, Seller’s attorneys’ fees and other costs of legal action and the amount of any judgment entered in any such action or proceeding.

Nothing herein or in any transaction reasonably anticipated to occur shall be intended to convey to Purchaser or any other person, any express or implied license or grant of immunity under any domestic or foreign Patent or other industrial property right owned or controlled at any time by Seller or any other person. Seller does not warrant, guarantee or bear the responsibility of anticipating, that any Product (or its use, sale or other disposition for an implied purpose) sold by Seller, will not infringe or contribute to the infringement of any domestic or foreign Patent or other industrial right that is owned or controlled by any other person.

Any controversy or claim arising out of or relating to this agreement or the breach thereof, shall be subject to settlement by arbitration in Orange County, California and Dubai in accordance with prevailing Rules of the American and Dubai Arbitration Association, California and Dubai Rules of the Courts, Local Superior Court Rules, the California and Dubai Code of Civil Procedure as applicable to decisions thru and by arbitration proceedings. The parties to this contract shall diligently proceed pursuant to the terms and provisions hereof. Judgment upon an arbitration award hereunder may be rendered in any court having jurisdiction thereof or application may be made to any court for judicial acceptance of the award or an order of enforcement as the case may be.

Any transaction provided for herein shall be governed by the laws of the State of California and Dubai any preemptive Federal Regulations applicable to contracts made, to be performed, constructed or interpreted hereof.