Terms & Conditions

Interpretation

In these terms and conditions, unless the context otherwise requires: (a) ‘A2Z' means A2Z METRIC COMPONENTS, LLC (b) 'The Customer' means the person acquiring goods from A2Z; (c) ' goods' means all goods supplied by A2Z to the customer; (d) 'supply' when used as a verb includes supply (including resupply) by way of sale; (e) 'person' includes corporation, firm and unincorporated association; (f) 'corporation' includes person, firm and unincorporated association (g) any gender imports the other genders; (h) the singular includes the plural and vice versa. Clause headings used herein are for convenience only and shall be disregarded in construing these terms and conditions.

Offer and Acceptance

These terms and conditions shall apply to the supply of goods by A2Z to the Customer. A2Z’s acceptance of the Customer’s order for goods is made expressly conditional on the Customer’s assent to these terms and conditions. Receiving these “Terms and Conditions” by email or by accepting delivery of goods, the Customer shall be deemed to have assented to these terms and conditions. A2Z reserves the right to accept in whole or in part any order by the Customer or to decline any such order. Any order or part order not accepted is deemed cancelled. The giving of a quotation by A2Z shall be construed as an invitation to the Customer to make an offer based on such quotation. Such an order shall not create a contract between the Customer and A2Z. All telephone orders, should be confirmed in writing by the Customer. Unless otherwise stated in a quotation, if the Customer does not place an order based on the quotation within thirty (30) days after the date of the quotation, the quotation shall be deemed to have been withdrawn by A2Z Every order, or alteration to an order, requires the written confirmation of A2Z

Prices

Unless otherwise agreed by A2Z in writing, the price for goods shall be that price existing at the date of delivery thereof, notwithstanding that delivery may be delayed by agreement or otherwise. Subject to the foregoing, prices shall be subject to alteration by A2Z without notice to the Customer. Except as otherwise stated in writing by A2Z, prices shall be exclusive of any sales or other taxes and any delivery charges, which taxes and delivery charges shall be for the account of the Customer. Where a price is stated in writing by A2Z to be inclusive of sales tax, any increase in sales tax between the date the price is stated and the date of delivery of goods, which are the subject of the sales tax, shall be for the account of the Customer.

Orders

Can be received by A2Z by phone, or by email, but all orders must be in writing. Once an order is received for goods, it is considered a “Sale”. Once a “Sale” is made, that sale is final, and now a financial contract with A2Z is established. Unless the customer notifies A2Z in writing within 24 hours to cancel the “sale” the customer is still obligated to pay for the goods, and all tax, and delivery charges.

Payment

The terms of payment shall be by credit card, unless there is a 30 day net account that has been established. Credit card orders will be charged immediately, to ensure payment has been made. To the extent permitted under applicable law, A2Z may charge an account fee for providing the Customer with a credit card order which shall be in addition to any minimum invoice charge. Unless otherwise agreed in writing by A2Z, payment for goods shall be made directly to A2Z only, and not to any representatives, agents, carriers or sub-contractors. If the Customer fails to comply with A2Z's terms of payment, A2Z may forthwith discontinue supply of further goods to the Customer, and A2Z may without notice charge interest at a rate equal to the lesser of (i) the [highest prime rate published in the Money Rates section of the Wall Street Journal on the date of delivery of the goods or, if not published on that date, on the next date of publication] [prime rate of interest of Wells Fargo prevailing at the date of delivery of the goods], or (ii) the maximum rate permitted under applicable law Notwithstanding anything contained in this Paragraph 4, A2Z may, at the time of any particular delivery of goods, require payment therefore in advance of delivery. WE DO NOT ACCEPT ACH.

30 Day Net Accounts

Customers that have reached 3 orders in a 6-month period of time, maintains a minimum of 3 orders per year for Distributors, and 2 orders per year for end users, A2Z can offer 30-day net with a viable credit application, and credit check. Interest will be charged on all overdue accounts at fifteen percent (15%) per month, per late payment.

Passing of Title

The passing of title of goods from A2Z to the Customer is subject to A2Z’s right to reclaim ownership of any goods supplied until any outstanding monies whatsoever owed by the Customer to A2Z have been paid in full. In the event of attachment, seizure or restraint, by any party, of goods supplied by A2Z to the Customer, the Customer agrees to inform A2Z immediately upon the occurrence of such event. Any such attachment, seizure or restraint shall not affect A2Z's title to goods nor rights herein. The Customer shall not create, or suffer the creation of, any security interest, lien or other encumbrance on any goods delivered to the Customer.

Drawings and Specifications

All technical information (including drawings, specifications, catalogs, illustrations and particulars of dimensions and weight) supplied by A2Z to the Customer is approximate only and shall not be binding on A2Z All technical information supplied by A2Z to the Customer shall be treated by the Customer as confidential, and the Customer shall not communicate such information to third persons without the written consent of A2Z No such information or materials shall be reproduced nor given to third parties. A2Z reserves the right to make alterations to the design, dimensions and weights of its goods. Catalogs, photographs, samples and price lists remain the property of A2Z and shall be returned on demand.

Fore Majeure

If the performance or observance by A2Z of its obligations (or any of them) is prevented, restricted or interfered with by reason of any cause or causes beyond the reasonable control of A2Z, A2Z shall, upon prompt notice of such cause or causes being given to the Customer, be excused from such performance or observation to the extent of such prevention, restriction or interference, provided that A2Z shall use all reasonable efforts to avoid or remove the cause or causes of non-performance and observance.

Warranties and Remedies

A2Z warrants to the Customer that, insofar as they are manufactured or imported by A2Z, goods will at the time of delivery be of merchantable quality and free from defects in workmanship and materials. The foregoing warranties do not apply to: 1. components not of A2Z manufacture that are contained in the goods, and 2. obsolete goods sold at auction, second-hand goods and prototype goods. The foregoing warranties are made solely to the Customer and do not run to the benefit of any other person. A2Z disclaims all other warranties, expressed, implied or statutory, including, without limitation, the IMPLIED WARRANTY OF MERCHANT ABILITY and the IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. The Customer’s sole and exclusive remedies for breach of the foregoing warranties with respect to goods which, upon examination, are found by A2Z to be defective in workmanship and/or materials are the following (the choice of which shall be at the option of A2Z): (a)the replacement of the goods or the supply of equivalent goods; (b)the repair of the goods; (c)the return of the goods; (d) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (e)the payment of the cost of having the goods repaired. The foregoing remedies are made conditional upon the Customer notifying A2Z in writing of its claim within seven (7) days of becoming aware of the basis thereof, and at its own expense returning the goods which are the subject of the claim to A2Z, notwithstanding the foregoing, there shall be no return of defective goods to A2Z unless the Customer notifies A2Z in writing within three (3) days of the Customer’s receipt of such goods. A2Z shall not be liable in contract, under any warranty, in tort (including negligence), in strict liability or otherwise for any loss, damage, death or injury of any kind whatsoever occasioned to the Customer and/or any third parties in respect of the supply of goods including direct, indirect, consequential, incidental loss, damage or injury of any kind. In no event shall A2Z’s liability exceeds the amount of the purchase price of the goods. No action, regardless of form, arising out of the supply of goods to the Customer by A2Z may be brought by the Customer more than one (1) year after the cause of action has accrued. The Customer indemnifies and keeps indemnified A2Z against any loss, damage, claim, cost or demand (including reasonable attorney’s fees) sustained by A2Z or made against A2Z by any person arising out of the supply of goods herein. A2Z accepts no liability for loss of or damage to drawings, models, samples, etc. sent to A2Z by the Customer.

Governing Law and Jurisdiction

These terms and conditions and the contract evidenced thereby shall be governed by and construed in accordance with the laws from time to time of the Commonwealth of Virginia, and the Customer hereby submits to the jurisdiction of the federal and state courts therein.

Security Interest

In addition to any lien to which A2Z may be entitled by statute or the common law, the Customer grants to A2Z a security interest in and lien on all goods supplied to the Customer by A2Z and all property whatsoever owned by the Customer and in the possession of A2Z to secure the Customer’s obligations to pay the unpaid price of any goods supplied by A2Z to the Customer.

Waivers

Failure by A2Z to insist on strict performance by the Customer of any terms and conditions contained herein shall not be taken to be a waiver of any rights of A2Z in relation thereto and in any event shall not be taken to be a waiver of the same terms and conditions on any subsequent occasion.

Licenses and Permits

It shall be the responsibility of the Customer to obtain, in relation to all goods supplied by A2Z to its Customer, all licenses and permits needed under any relevant statute, ordinance or related rule or regulation.

Notices

Notices to A2Z shall be hand-delivered or transmitted by registered mail, postage pre-paid, to the address of A2Z No notice to A2Z shall be deemed to have been given until it is actually received by A2Z