Terms and Conditions

ALLOMETRICS’ GENERAL PURCHASE ORDER TERMS AND CONDITIONS

The following Standard Purchase Order Terms and Conditions (“Terms”) only apply to transactions that do not have a written agreement, duly executed by both parties.  If there is such an agreement, then those terms shall be the terms that govern the transaction and relationship of the parties. In the absence of such a written agreement, duly executed by both parties, then these Terms provide you (“Seller”) with the guidelines and legal stipulations of your purchase order (“Order”) with Allometrics, Inc. (“Purchaser”) for the goods and/or services that are described on the face of the Order.

1.ACCEPTANCE AND COMPLETE AGREEMENT. This order is Buyer’s offer to Seller and is not an acceptance by Buyer of any offer to sell by Seller or of any terms and conditions contained in any such offer. Acceptance of this offer by Seller should be made by (a) executing and returning the acknowledgement copy, or (b) delivering any of the goods ordered herein or (c) rendering any of the services ordered herein. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by Buyer. This order is a complete and exclusive statement of the terms and conditions of the agreement between Seller and Buyer.

2.CANCELLATION. Time is of the essence in this order. Buyer reserves the right to cancel this order, or any portion of this order, without liability, if; (1) delivery is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (c) Seller ceases to conduct its operation in the normal course of business; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; or (g) any assignment is made by Seller for the benefit of creditors. Buyer also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code then in effect in the state where Buyer has signed this order. In the event of such termination, Buyer’s liability will be limited solely to payment for goods delivered or services rendered through the date of termination. Buyer shall have the right, without any liability to Seller, to cancel all or any part of this Contract in the event that Seller fails or is unable to comply with any of the terms or conditions hereof.

Custom Work & Services Purchase Order Terms and Conditions

1) Time and quality of work are of the essence of this Agreement. Regardless of any claim or dispute, at all times Contractor shall proceed diligently in prosecuting the Scope of Work. If the Contractor fails to begin or prosecute the Scope of Work with reasonable diligence, without interruption, and in a good and workmanlike manner, then Allometrics may, at its option, on three (3) days’ notice in writing to the Contractor, terminate this Agreement.

a) Without prejudice to any other remedy it may have, Allometrics may take control of the Scope of Work for the purpose of completing it under the terms of this Agreement, either by its own employees or by another independent contractor, or

b) If Allometrics takes control of the Scope of Work, the Contractor will be entitled, on Allometrics’ completion of the work, to the difference between the price pursuant to this Agreement, and the reasonable expenses incurred by Allometrics in finishing the work.

c) If these expenses exceed the price pursuant to this Agreement, then in addition to any other remedy the Contractor agrees to pay the excess to Allometrics.