CUSTOM ALUMINUM FRAME FABRICATION, INC. ("CAFFCO") TERMS AND CONDITIONS ("Terms") 

1. Acceptance. These Terms are accepted by a signed writing by Customer, another writing, issuance of final purchase order or upon commencement of the Work described in the Quotation. No acceptance shall be effective which varies the Terms or which proposes additional terms unless agreed upon in writing by CAFFCO.
2. Work. This Quotation is for fabrication of custom aluminum frames and ventilators only ("Work"). Installation, mounting hardware, glazing materials, warranty, delivery, motor freight, taxes or any other materials or services are not included unless otherwise specified in writing.
3. Price. Unless otherwise stated herein, prices are firm for a period of sixty (60) days from date of Quotation. Prices will be adjusted for all Work and any additional materials or services provided by CAFFCO as modified by Customer or as a result of the failure of Customer to provide accurate Dimensions as provided herein. 
4. Change Orders. Customer shall be bound by any written or oral change orders modifying the original Quotation solely with respect to the Work. No other Terms shall be changed unless agreed to in writing signed by both parties. 
5. Credit and Payment. Unless otherwise stated herein, payment terms are Net 30 days. All funds are in U.S. dollars. A surcharge of 1.5% per month on any outstanding balance, plus costs and expenses of collection, including attorneys' fees, shall be added in the discretion of CAFFCO. In addition to any other remedies, CAFFCO shall have the right to enter the premises where Work has been delivered without prior notice and repossess its Work as to which full payment has not been received. CAFFCO may require a deposit or other security by Customer before granting such credit terms. CAFFCO may hold delivery of additional Work without penalty if Customer is delinquent in payment terms.
6. Taxes; Delivery; Warranty. All federal, state and local taxes imposed, all shipping, delivery and motor freight charges, and any warranty payments are not included in the Quotation and shall be added to the invoice and paid by Customer as provided herein.
7. Customer Responsibilities. In addition to the other obligations of Customer herein, Customer shall be responsible for: (a) the proper use of all materials, Work and its compliance with applicable building and safety codes; (b) supplying CAFFCO with accurate measurements, details, drawings, patterns, specifications, dimensions, elevations and other information as necessary to complete the Work ("Dimensions"); (c) payment of all amounts due for (i) Work and other materials and services provided by CAFFCO as specified in the Quotation or purchase order; (ii) additional payments for taxes, shipping and warranty payments; (iii) adjustments to the price as a result of change orders, whether oral or written, applicable to the Work, and (iv) adjustments to the price as a result of inaccuracies in the Dimensions or other information supplied by Customer. CAFFCO strongly recommends that before placing an order for Work, final field Dimensions be verified and patterns taken by Customer and supplied to CAFFCO. 
8. Fabrication. CAFFCO is not responsible for Dimensions and effects of fabrication other than as provided by CAFFCO. Inconsistencies in the primary metal or in the extruding process may impair CAFFCO's ability to produce a satisfactory product. The fact that CAFFCO quoted and accepted the Work does not infer a guarantee that CAFFCO will be able to bend the specified extrusion to the required radius. If such a problem arises, all processing of the Work will cease and Customer will be notified immediately. When Customer receives stock length material curved to a specified radius, a portion of the material at each end is not useable due to the bending process. CAFFCO strongly recommends that field patterns be taken by Customer to locate the optimum section of the bend and mark and cut material on that basis. The bending process may produce a product which deviates 1/8" greater or lesser than the required radius. Customer shall account for any slight deviation during sizing. CAFFCO will not be responsible for or assume any liability, direct, indirect or consequential, due to the presence of unforeseen characteristics of the extrusion, or as a result of the bending process. Accepted handling and safety procedures commonly observed by the architectural aluminum industry are applicable. 
9. Delivery. Anticipated date of shipment will be issued upon receipt of final purchase order. Shipment will be made via carrier as chosen by Customer and if not, via common carrier or other arrangements chosen by CAFFCO. It is Customer's obligation to provide accurate shipping information. CAFFCO will use its best efforts to deliver within the time specified; however, CAFFCO 1 shall not be responsible for any delay in fabrication or delivery arising out of acts of Customer or its agents, including change orders; public enemy, fire, flood or any similar events or disasters; labor disputes, delays in the supply of materials or parts from ordinary sources; or any cause occurring without the fault or beyond the control of CAFFCO. All shipments are made at risk of Customer. CAFFCO shall not be responsible for loss, damage or delay which may occur during shipment and no such damage shall relieve Customer of any obligation hereunder. Title and risk of loss shall pass to Customer upon loading at CAFFCO facilities.
10. Inspection. Customer must notify CAFFCO inwriting of any nonconformity in the Work within 5 days after delivery or otherwise the Work shall be deemed to be accepted by Customer. 
11. Warranty. UNLESS OTHERWISE AGREED TO IN WRITING SIGNED BY CAFFCO, THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE QUOTATION. CAFFCO DOES NOТ PROVIDE ANY WARRANTY OF FITNESS FOR A PARTICULAR USE OR PURPOSE OR MERCHANTABILITY, INCLUDING BUT NOT LIMITED TO FOR STOCK LENGTH MATERIAL OR CUSTOM FRAMES CONFIGURED TO CUSTOMER'S SPECIFIED CONFIGURATION. 
12. Indemnification. Work is provided on condition that Customer indemnifies, defends and holds harmless CAFFCO and its officers, directors, shareholders, employees and agents, from and against any and all damages, claims, actions, causes of action and other liabilities, including attorneys' fees and expenses incurred in the defense thereof, for personal injury or death to persons or damage to property arising out of or resulting from the Work or other services provided by CAFFCO, except solely as a result ofthe willful misconduct or gross negligence of CAFFCO. 
13. Limitation of Liability. Any liability of CAFFCO hereunder shall not exceed the total compensation received by Customer under this Agreement. Under no circumstances shall CAFFCO be liable or responsible for any special, indirect or consequential damages, including but not limited to, lost profits, loss of use, delay damages or costs of replacement caused or alleged to have been caused by CAFFCO's negligence, breach of contract or any other cause whatsoever.
14. Choice of Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. In the event of any dispute, Customer hereby consents to the exclusive jurisdiction and venue of and agrees that any action must be filed before the Court of Common Pleas of Allegheny County, PA or in the U.S. District Court for the Western District of Pennsylvania.
15. Miscellaneous. This Agreement includes the Quotation and Terms. Except as otherwise provided herein, the Agreement cannot be changed orally and constitutes the entire understanding between Customer and CAFFCO. Any prior written or oral agreements are hereby merged into and superseded by this Agreement and shall be of no force and effect. This Agreement shall be binding upon and inures to the benefit or detriment of the parties hereto and their respective successors and legal representatives. This Agreement may not be assigned without the prior written consent of the other party. The failure of one party to insist upon strict performance of any provision shall not constitute a waiver of or estoppel against asserting the right to require performance in the future. A waiver or estoppel in any one instance shall not constitute a waiver or estoppel with respect to a later breach. Electronic signatures shall be deemed to be original signatures upon the appropriate exchange of documents by the parties.