ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), DO NOT USE THIS WEBSITE.

ATEC Trans-Tool, LP Terms and Conditions

This page states the “Terms and Conditions" under which you may use                                 ATEC-TRANS-TOOL.COM Please read this page carefully. If you do not accept the Terms and Conditions stated here, do not use this web site and service. By using this web site, you are indicating your acceptance to be bound by the terms of these Terms and Conditions. ATEC Trans-Tool, LP ("Company") may revise these Terms and Conditions at any time by updating this posting. You should visit this page periodically to review the Terms and Conditions, because they are binding on you. The Terms "You" and "User" as used herein refer to all individuals and/or entities accessing this web site for any reason.

Any use of these materials on any other website or networked computer environment for any purpose is prohibited. The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.

The materials and services at this Site may be out of date, and ATEC Trans-Tool, LP makes no commitment to update the materials and services at this Site. Information published at this Site may refer to products, programs or services that are not available in your country. Consult your local ATEC Trans-Tool, LP business contact for information regarding the products, programs and services that may be available to you. Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you.

Limitation of liability

IN NO EVENT WILL ATEC TRANS-TOOL, LP, ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ATEC TRANS-TOOL, LP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS, INFORMATION OR SERVICES FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Disclaimers

THE MATERIALS (INCLUDING ALL SOFTWARE) AND SERVICES AT THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. ATEC Trans-Tool, LP's obligations with respect to its products and services are governed solely by the agreements under which they are provided and nothing on this Site should be construed to alter such agreements. ATEC Trans-Tool, LP further does not warrant the accuracy and completeness of the materials, software or services at this Site.

Use of Material . The Company authorizes you to view and download a single copy of the material on ATEC-TRANS-TOOL.COM ("Web Site") solely for your personal, noncommercial use. The contents of this Web Site, such as text, product pictures, graphics, images, logos, button icons, software and other "Material", are protected under both United States and foreign copyright, trademark and other laws. All Material is the property of the Company or its content suppliers, product suppliers, manufacturers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on this Web Site is the exclusive property of the Company and protected by U.S. and international copyright laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright, trademark, service-mark and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other web site or in a networked computer environment for any purpose is prohibited. You shall not copy or adapt the HTML code that the Company creates to generate its pages. It is also protected by the Company's copyright.

Acceptable Site Use.

General Rules:

Users may not use the Web Site in order to transmit, distribute, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful. Web Site Security Rules. Users are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Web Site, overloading, "flooding", "spamming", "mailbombing" or "crashing", (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Specific Prohibited Uses

The Web Site may be used only for lawful purposes by individuals seeking to purchase products from ATEC-TRANS-TOOL.COM. The Company specifically prohibits any use of the Web Site, and all users agree not to use the Web Site, for any of the following:

Posting or transmitting any unsolicited advertising, promotional materials, junk mail, "spam," chain letters, telephone calls or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise, to member companies or job seekers.

SPAMMING ATEC-TRANS-TOOL.COM member, partner, supplier, customer, or manufacturer companies who appear on the site.

Deleting or revising any material posted by any other person or entity.

Using any device, software or routine to interfere or attempt to interfere with the proper working of this Web Site or any activity being conducted on this site.

Taking any action which imposes an unreasonable or disproportionately large load on this Web Site's infrastructure.

If you have a password allowing access to a non-public area of this Web Site, disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose.

Notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Web Site other than the search engine and search agents available from the Company on this Web Site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer).

Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Web Site. Aggregating, copying or duplicating in any manner any of the materials or information available from the Web Site.

Framing of or linking to any of the materials or information available from the Web Site.

Use of software

Any software that is made available to download from this Site is the copyrighted work of ATEC Trans-Tool, LP, ADOBE Acrobat ,   and/or its suppliers. Use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software ("License Agreement"). You may not download or install any Software that is accompanied by or includes a License Agreement unless you have read and accepted the terms of the License Agreement. REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE IS PROHIBITED EXCEPT AS PROVIDED FOR IN THE APPLICABLE LICENSE AGREEMENT by its owner. ADOBE ACROBAT, LockJaw, Genius Tools, Motorvac, Schaeffer, SPX, Kent-Moore, SPX OTC, SPX Robinair, TIF and any other third party logos, third party photos, third party software, third party product information, and other third party materials are the property of their respective owners.

User submissions

ATEC TRANS-TOOL, LP does not want to receive confidential or proprietary information from you through this Site. Any material, information or other communication ("Communications") you transmit or post to this Site will be considered non-confidential and non-proprietary. ATEC TRANS-TOOL, LP will have no obligations with respect to the Communications. ATEC TRANS-TOOL, LP and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes. Personally identifiable information that you submit to ATEC TRANS-TOOL, LP for the purpose of receiving products or services will be handled in accordance with the ATEC TRANS-TOOL, LP online privacy statement. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.

USER INFORMATION

When you register for the Web Site, you will be asked to provide the Company with certain information including, without limitation, a valid email address (your "Information"). In addition to the terms and conditions that may be set forth in any privacy policy on this Web Site, you understand and agree that the Company may disclose to third parties, on an anonymous basis, certain aggregate information contained in your registration application. The Company will not disclose to any third party your name, address, e-mail address or telephone number without your prior consent, except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such information is relevant. The Company reserves the right to offer third party services and products to you based on the preferences that you identify in your registration and at any time thereafter; such offers may be made by the Company or by third parties. Please see the Company's Privacy Policy for further details regarding your Information.

Chat rooms and other user forums

ATEC TRANS-TOOL, LP may, but is not obligated to, monitor or review any areas on the Site where users transmit or post Communications or communicate solely with each other, including but not limited to chat rooms, bulletin boards or other user forums, and the content of any such Communications. ATEC TRANS-TOOL, LP, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. ATEC TRANS-TOOL, LP retains the right to remove messages that include any material ATEC TRANS-TOOL, LP deems abusive, defamatory, obscene or otherwise unacceptable .

Links to third-party Websites

Links on this Site to third-party websites are provided solely as a convenience to you. If you use these links, you will leave this Site. ATEC TRANS-TOOL, LP has not reviewed all of these third-party sites and does not control and is not responsible for any of these sites or their content. Thus, ATEC TRANS-TOOL, LP does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to this Site, you do this entirely at your own risk.

Linking to this site

You may create links to this Site from other sites, but only in accordance with the terms of the Guidelines, AND prior written approval by ATEC Trans-Tool, LP,   for linking to ATEC TRANS-TOOL, LP's Websites and in compliance with all applicable laws.

Links to Other Sites.
The Web Site contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by the Company of the contents on such third-party Web sites. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third party Web sites, you do so at your own risk.

No Resale or Unauthorized Commercial Use.
You agree not to resell or assign your rights or obligations under these Term of Use. You also agree not to make any unauthorized commercial use of the Web Site.

Limitation of Liability.               
The aggregate liability for the Company to you for all claims arising from the use of the Materials is limited to $100.

Trademarks

Adobe Acrobat, Auto Source, Lockjaw, Genius Tools, Motorvac, Schaeffer, SPX, OTC, SPX Kent-Moore, SPX Robinair, and TIF are the property of their owners.

Procedure for making claims of copyright infringement

U.S. government restricted rights

This Site contains confidential computer software and technical data. A valid License from ATEC TRANS-TOOL, LP is required for possession, use, or copying. Consistent with FAR 12.211 and 12.212, Commercial Computer Software, Computer Software Documentation, and Technical Data for Commercial Items are licensed to the U.S. Government under ATEC TRANS-TOOL, LP's standard commercial license terms.

General

ATEC TRANS-TOOL, LP administers this Site from its offices in San Antonio, TX. ATEC TRANS-TOOL, LP makes no representation that materials or services at this Site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the materials or services at this Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. These Terms will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of laws.

ATEC TRANS-TOOL, LP may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site.

Note: Anyone linking to ATEC TRANS-TOOL, LP's website must comply with the Guidelines for Linking to ATEC TRANS-TOOL, LP's Websites and all applicable laws.

Guidelines for linking to ATEC TRANS-TOOL, LP's Websites

A site that links to ATEC TRANS-TOOL, LP's website:

• May link to but not replicate ATEC TRANS-TOOL, LP content only with prior written consent from ATEC Trans-Tool, LP.
• Should not create a browser or border environment around ATEC TRANS-TOOL, LP content
• Should not imply that ATEC TRANS-TOOL, LP is endorsing it or its products
• Should not misrepresent its relationship with ATEC TRANS-TOOL, LP
• Should not present false information about ATEC TRANS-TOOL, LP products or services
• Should not use the ATEC TRANS-TOOL, LP logo, content, product pictures, part numbers, catalogs, etc without permission from ATEC TRANS-TOOL, LP

Should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups

PLEASE READ CAREFULLY : UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENT WITH ATEC TRANS-TOOL, LP OR ITS SUPPLIERS WHICH TERMS APPLY TO THE SPECIFIC PRODUCT (INCLUDING SOFTWARE) OR SERVICE PURCHASED OR LICENSED FROM AN ATEC TRANS-TOOL, LP ELECTRONIC STORE OR WEB SITE, OR UNLESS OTHER ATEC TRANS-TOOL, LP TERMS OR ADDITIONAL ATEC TRANS-TOOL, LP TERMS ARE SPECIFIED ON ANY ATEC TRANS-TOOL, LP ELECTRONIC STORE OR WEB SITE FOR A SPECIFIC PRODUCT, THE FOLLOWING ATEC TRANS-TOOL, LP SINGLE ORDER TERMS (TERMS) (WITH ANY ADDITIONAL ATEC TRANS-TOOL, LP TERMS IF SO SPECIFIED) WILL APPLY AND GOVERN ALL ATEC TRANS-TOOL, LP SALES AND LICENSES OF ATEC TRANS-TOOL, LP PRODUCTS AND SERVICES.

BY USING, DOWNLOADING, INSTALLING, COPYING, OR ACCESSING THE PRODUCT, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THIS AGREEMENT MAY BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, AND DELIVERY OF THE PRODUCT OR SERVICE IS EFFECTED, DO NOT USE, DOWNLOAD, INSTALL, COPY, OR ACCESS THE PRODUCT OR SERVICE, AND PROMPTLY RETURN THE PRODUCT WITH PROOF OF PURCHASE TO THE PARTY FROM WHOM YOU ACQUIRED IT AND OBTAIN A REFUND OF THE AMOUNT YOU PAID, IF ANY. IF YOU DOWNLOADED ANY SOFTWARE, CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.

ATEC TRANS-TOOL, LP Base terms

•  Definitions

a) "Affiliate" of a party means an entity controlling by, or under common control with, that party.

a) "Affiliate" of a party means an entity controlling by, or under common control with, that party.

b) "Deliverable" means the tangible work product resulting from the performance of Support excluding Products and Custom Products.

c) "Hardware" means computer and related devices and equipment, related documentation, accessories, parts, and upgrades.

d) "ATEC TRANS-TOOL, LP ™©®", “ATEC TRANS-TOOL™”, “ATEC TRANS-TOOL©”, and “ATEC TRANS-TOOL®”,   means Products and Support bearing a trademark or service mark of ATEC Trans-Tool, LP or any ATEC Trans-Tool, LP Affiliate.

e) "Product" means all items, tools, equipment, accessories, etc. listed in ATEC TRANS-TOOL, LP's standard price list at the time of ATEC TRANS-TOOL, LP's acceptance of Customer order, and including products that are modified, altered, or customized to meet Customer requirements ("Custom Products").

f) "Specification" means technical information about Products published in ATEC TRANS-TOOL, LP Product manuals, user documentation, and technical data sheets in effect on the date ATEC TRANS-TOOL, LP delivers Products to Customer.

g) "Statement of Work" means an executed document so titled, that describes the Custom Support to be performed by ATEC TRANS-TOOL, LP under the Support Terms section.

h) "Support" means repair, warranty repair, and other standard support services provided by ATEC TRANS-TOOL, LP and includes "Custom Support" which is any agreed non-standard Support as described in a Statement of Work.

i) "Transaction Document(s)" means an accepted Customer order (excluding pre-printed terms) and in relation to that order valid ATEC TRANS-TOOL, LP quotations, license terms delivered or otherwise made available to Customer with Software, ATEC TRANS-TOOL, LP published technical data sheets or service descriptions, ATEC TRANS-TOOL, LP limited warranty statements delivered with or otherwise made available to Customer with Products, and mutually executed Statement of Work, all as provided by ATEC TRANS-TOOL, LP, or other mutually executed documents that reference these ATEC TRANS-TOOL, LP Single Order Terms ("Terms").

•  Prices and taxes

a) Prices . Product and Support prices are specified in the current local published ATEC TRANSTOOL, LP price list at the time ATEC TRANS-TOOL, LP receives Customer's order, or in a valid Transaction Document. Prices are subject to change at any time prior to ATEC TRANS-TOOL, LP's acceptance of Customer's order, unless stated otherwise in a Transaction Document.

b) Price Validity . Unless prices are changed by ATEC TRANS-TOOL, LP in accordance with these Terms, prices are valid for the period set forth in a Transaction Document. Product prices for an order remain valid for ninety (10) days from original order date unless otherwise quoted by ATEC TRANS-TOOL, LP.

c) Taxes . Prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on ATEC TRANS-TOOL, LP or on the Customer by any taxing authority (other than taxes imposed on ATEC TRANS-TOOL, LP's income) related to Customer's order, unless Customer has provided ATEC TRANS-TOOL, LP with an appropriate resale or exemption certificate for the delivery location. "Delivery location" means the location where ATEC TRANS-TOOL, LP transfers title or possession of Products to Customer or its designate or the location where Support is performed or, in the case of remote or intangible Support, where the Products being serviced are located.

d) Withholding Tax . If Customer is required by law to withhold and remit tax relating to Customer's order, Customer shall:

   1)   be entitled to reduce the payment by the amount of such tax;
   2)   withhold and remit such tax to the applicable tax jurisdiction;
   3)   assist ATEC TRANS-TOOL, LP to obtain the benefit of any reduced withholding   tax under applicable tax treaties; and
   4)   furnish to ATEC TRANS-TOOL, LP a tax certificate or other acceptable evidence of payment of such tax as required by the relevant taxing authorities.

e) Financing . Third party financing transactions require advance notice to ATEC TRANS-TOOL, LP for appropriate tax treatment.

•  Customer orders

a) Orders . Orders will be governed by these Terms and are subject to acceptance by ATEC TRANS-TOOL, LP. Orders must specify a "ship to" address and have a delivery date within ninety (90) days from the order date unless otherwise provided in a Transaction Document.

b) Cancellation . Customer may cancel an order for Products (but not Custom Products) at no charge up to five (5) business days prior to the scheduled shipment date.

c) Extended Delivery Dates . Changes to orders that extend delivery dates beyond ninety (90) days from the order date shall be considered new orders at the prices in effect when ATEC TRANS-TOOL, LP receives the changed order.

•  Delivery

a) Delivery . ATEC TRANS-TOOL, LP will deliver Products by arranging shipping to the receiving area at the "ship to" address specified in Customer's order within the country in which ATEC TRANS-TOOL, LP accepted the order. ATEC TRANS-TOOL, LP may elect in its sole discretion to deliver   Deliverables, Specifications, or Product documentation by enabling electronic transmission to, or electronic access or download by Customer in the country where ATEC TRANS-TOOL, LP accepted the order.

b) Delivery Charges . Transportation and handling charges are payable by Customer and will be specified in an ATEC TRANS-TOOL, LP invoice unless otherwise specified in a Transaction Document. Special packing or shipping arrangements will be charged separately to Customer.

c) Delivery Requirements . If ATEC TRANS-TOOL, LP is unable to meet Customer's Product delivery requirements, Customer may cancel that order, and such cancellation is Customer's sole remedy.

•  Payment

a) Payment Terms . Customer with established terms, agrees to pay, without offset, all invoiced amounts within thirty (30) days of ATEC TRANS-TOOL, LP's invoice date, or via credit card, cashier's check, or certified check,   ATEC TRANS-TOOL, LP may change credit or payment terms for unfulfilled orders if, in ATEC TRANS-TOOL, LP's reasonable opinion, Customer's financial condition, previous payment record, or relationship with ATEC TRANS-TOOL, LP merits such change.

b) Customer Default . ATEC TRANS-TOOL, LP may discontinue performance if Customer fails to pay any sum due, or if after ten (10) days written notice Customer has not cured any other failure to perform under these Terms.

c) Security Interest . ATEC TRANS-TOOL, LP retains a security interest in Products until payment. Customer shall execute any paperwork required by ATEC TRANS-TOOL, LP to effectuate any such security interest.

•  Warranty provisions

•  Warranty Statements . ATEC TRANS-TOOL, LP limited warranty statements for all Products and Support, as applicable, are contained in their respective sections of these Terms. The limited warranties in these Terms are subject to the terms, limitations, and exclusions contained in the limited warranty statement provided for the Product in the country where that Product is located when the warranty claim is made. A different limited warranty statement may apply and be quoted if the Product is purchased as part of a system.

b) Transfer . Warranties are non-transferable to another party

c) Delivery Date . Warranties begin on the date of delivery, or on the date of installation if installed by ATEC TRANS-TOOL, LP. If Customer schedules or delays such installation by ATEC TRANS-TOOL, LP more than thirty (30) days after delivery, Customer's warranty period will begin on the 31st day after delivery.

d) Exclusions . ATEC TRANS-TOOL, LP is not obligated to provide warranty services or Support for any claims resulting from:
   1)   improper site preparation, or site or environmental conditions that do not conform to ATEC TRANS-TOOL, LP's site specifications;
   2)   Customer's non-compliance with Specifications or Transaction Documents;
   3)   improper or inadequate maintenance or calibration;
   4)   Customer or third-party media, software, interfacing, supplies, or other products;
   5)   modifications not performed or authorized by ATEC TRANS-TOOL, LP;
   6)   virus, infection, worm or similar malicious code not introduced by ATEC TRANS-TOOL, LP; or
   7)   abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond ATEC TRANS-TOOL, LP's control.

e) Non-ATEC TRANS-TOOL, LP Branded Products and Support . ATEC TRANS-TOOL, LP provides third-party products, and services that are not ATEC TRANS-TOOL, LP Branded "AS IS" without warranties of any kind, although the original manufacturers or third party suppliers of such products, software and services may provide their own warranties.

e) Disclaimer . THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THESE TERMS ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY ATEC TRANS-TOOL, LP OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW ATEC TRANS-TOOL, LP DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

•  Intellectual property infringement

a) Third-Party Claims . ATEC TRANS-TOOL, LP will defend or settle any claim against Customer alleging that ATEC TRANS-TOOL, LP Branded Products or Support (excluding Custom Products and Custom Support) provided under these Terms infringes intellectual property rights in the country where they were sold, if Customer:
   1)   promptly notifies ATEC TRANS-TOOL, LP of the claim in writing;
   2)   cooperates with ATEC TRANS-TOOL, LP in the defense of the claim; and
   3)   grants ATEC TRANS-TOOL, LP sole control of the defense or settlement   of the claim.

   ATEC TRANS-TOOL, LP will pay infringement claim defense costs, ATEC TRANS-TOOL, LP-negotiated settlement amounts, and court-awarded damages.

b) Remedies . If such a claim appears likely, then ATEC TRANS-TOOL, LP may modify the ATEC TRANS-TOOL, LP Branded Products or Support, procure any necessary license, or replace the affected item with one that is at least functionally equivalent. If ATEC TRANS-TOOL, LP determines that none of these alternatives is reasonably available, then ATEC TRANS-TOOL, LP will issue Customer a refund equal to:
   1)   the purchase price paid for the affected item if within one year of delivery, or the Customer's net book value thereafter; or
   2)   if the claim relates to infringing Support, the lesser of twelve (12) months charges for the claimed infringing Support or the amount paid by Customer for that Support.

c) Exclusions . ATEC TRANS-TOOL, LP has no obligation for any claim of infringement arising from:
   1)   ATEC TRANS-TOOL, LP's compliance with Customer or third party designs, specifications, instructions, or technical information;
   2)   modifications made by Customer or a third party;
   3)   Customer non-compliance with the Specifications or the Transaction Documents; or
   4)   Customer use with products, software, or services that are not ATEC TRANS-TOOL, LP Branded.

d) Sole and Exclusive . This sub-section A.7 states ATEC TRANS-TOOL, LP's entire liability for claims of intellectual property infringement.

•  Intellectual property rights

No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by either party to the other except as expressly provided under these Terms. Customer will not register or use any mark or internet domain name that contains ATEC TRANS-TOOL, LP's trademarks (e.g., "ATEC TRANS-TOOL, LP", "ATEC Trans-Tool, or ATEC ").

•  Restricted use

Products, Support, and Deliverables are not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. Customer is solely liable if Products, Support, or Deliverables purchased by Customer are used for these applications and will indemnify and hold ATEC TRANS-TOOL, LP harmless from all loss, damage, expense, or liability in connection with such use.

•  Limitation of liability and remedies

a) Limitation of Liability . Except for the amounts in sub-section A.7 above and

damages for bodily injury (including death) ATEC TRANS-TOOL, LP's total aggregate liability is limited to the amount paid by Customer for:

   1)   the Product; or
   2)   Support during the period of a material breach up to a maximum of twelve (12) months;
   that in each case is the subject of the claim.

b) Disclaimer of Consequential Damages . EXCEPT FOR CLAIMS BY A PARTY FOR INFRINGEMENT OF THEIR INTELLECTUAL PROPERTY RIGHTS AGAINST THE OTHER PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION.

c) Legal Theory . TO THE EXTENT ALLOWED BY LOCAL LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE.

•  General

a) Electronic Orders and EDI . Where facilitated under local law, the parties may do business electronically, including order placement and acceptance. Once accepted, such orders will create fully enforceable obligations subject to these Terms. Such orders and acceptances will be deemed for all purposes to be an original signed writing. Customer and ATEC TRANS-TOOL, LP will adopt commercially reasonable security measures for password and access protection.

b) Internal Use . Products and Support acquired by Customer under these Terms are solely for Customer's own internal use and not for resale or sub-licensing.

c) Force Majeure . Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control; however, this provision will not apply to Customer's payment obligations.

d) Assignment . Customer may not assign, delegate or otherwise transfer all or any part of its rights or obligations under these Terms without prior written consent from ATEC TRANS-TOOL, LP. Any such attempted assignment, delegation, or transfer will be null and void. Assignments of ATEC TRANS-TOOL, LP Software licenses are subject to compliance with ATEC TRANS-TOOL, LP's Software license transfer policies.

e) Export and Import . By accepting this agreement you confirm that you are not located in (or a national resident of) any country under U.S. Economic embargo or sanction, not identified on any U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern, on the US State Department Debarred Parties List or Treasury Department Designated Nationals exclusion list, and not directly or indirectly involved in the financing, commission or support of terrorist activities or in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CRF 744) and hardware, software, technology, or services may not be exported, re-exported, transferred or downloaded to any such entity."

f) Governing Law . Disputes arising from these Terms will be governed by the law of the jurisdiction of the principal place of business of the ATEC TRANS-TOOL, LP Affiliate accepting the order to which the dispute relates and the courts of that locale will have jurisdiction, except that ATEC TRANS-TOOL, LP may, at its option, bring suit for collection in the country where the Customer Affiliate that placed the order is located. Customer and ATEC TRANS-TOOL, LP agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Claims arising or raised in the United States will be governed by the laws of the State of California, excluding rules as to choice and conflict of law.

g) Bankruptcy . If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.

h) Survival . Any provisions in these Terms which by their nature extend beyond the termination or expiration of any sale or license of Products or Support will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

i) Notices . All notices that are required under these Terms will be in writing and will be considered effective upon receipt.

j) Entire Agreement . These Terms represent the entire agreement between ATEC TRANS-TOOL, LP and Customer regarding Customer's purchase of Products and Support, and supersedes and replaces any previous communications, representations, or agreements, or Customer's additional or inconsistent terms, whether oral or written. In the event any provision of these Terms is held invalid or unenforceable the remainder of the Terms will remain enforceable and unaffected thereby.

k) Waiver . Neither party's failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights.

l) Order of Precedence . Unless otherwise agreed or provided herein, documents will apply in the following descending order of precedence:
   1)   Transaction Documents consisting of license terms or limited warranty statements delivered or otherwise made available to Customer with Products;
   2)   the sections of these Terms;
   3)   all other Transaction Documents.

•  Prices and taxes

a) Prices . Product and Support prices are specified in the current local published ATEC TRANS-TOOL, LP price list at the time ATEC TRANS-TOOL, LP receives Customer's order, or in a valid Transaction Document. Prices are subject to change at any time prior to ATEC TRANS-TOOL, LP's acceptance of Customer's order, unless stated otherwise in a Transaction Document.

b) Price Validity . Unless prices are changed by ATEC TRANS-TOOL, LP in accordance with these Terms, prices are valid for the period set forth in a Transaction Document. Product prices for an order remain valid for thirty (30) days from original order date unless otherwise quoted by ATEC TRANS-TOOL, LP.

c) Taxes . Prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on ATEC TRANS-TOOL, LP or on the Customer by any taxing authority (other than taxes imposed on ATEC TRANS-TOOL, LP's income) related to Customer's order, unless Customer has provided ATEC TRANS-TOOL, LP with an appropriate resale or exemption certificate for the delivery location. "Delivery location" means the location where ATEC TRANS-TOOL, LP transfers title or possession of Products to Customer or its designate or the location where Support is performed or, in the case of remote or intangible Support, where the Products being serviced are located.

d) Withholding Tax . If Customer is required by law to withhold and remit tax relating to Customer's order, Customer shall:
   1)   be entitled to reduce the payment by the amount of such tax;
   2)   withhold and remit such tax to the applicable tax jurisdiction;
   3)   assist ATEC TRANS-TOOL, LP to obtain the benefit of any reduced withholding tax under applicable tax treaties; and
   4)   furnish to ATEC TRANS-TOOL, LP a tax certificate or other acceptable evidence of payment of such tax as required by the relevant taxing authorities.

e) Financing . Third party financing transactions require advance notice to ATEC TRANS-TOOL, LP for appropriate tax treatment.