Delivery- Will be determined upon at time of order and submission of any required documents;. Non-standard cylinder and press systems will require customer approval prior to production. Prices are valid for 30 days from date on quote: delivery dates valid for 30 days from date of quote. Production schedule, order confirmation and ship date will be determined only after receipt of customers written purchase order, required deposit (if applicable) and requested drawing approvals.

Prices- Prices do not include any federal, state or local taxes. Purchaser assumes all liability for payment of those taxes. All funds quoted and payable in US Dollars. Prices subject to review of customer component and machine build specifications and process validation of cylinder force requirements.Payment Terms- To be determined at time of order unless otherwise stated; All invoices are subject to 1.5% per month late charges if not paid in full by due date. If a machine/press run-off is required at AEC’s facility prior to shipment on order and parts required for run-off are not available within 10 business days of the acknowledged ship date, AEC/HyperCyl reserves the right to ship and invoice the machine/press to the customer.

Shipment- Unless otherwise stated, all shipments are F.O.B. Dundee, MI USA. Cylinders are shipped in 1” CDX boxes. Press frames are shipped by commercial machinery mover on flat, low bed trucks, secured to the bed and covered during transit. Should the press or press frame require crating or special water-resistance materials, it will be subject to additional charges.

Warranty- AEC/HyperCyl warrants all HPI, HPS, HZ and HPT series cylinders and Aries Presses to be free from defects in material and workmanship for a period of 36, thirty-six, months from the date of shipment. Please consult factory for extended warranty options. THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES INCLUDING NEGLIGENCE AND ALL WARRANTIES OF MERCHANTABILITY OR OTHERWISE EXPRESSED OR IMPLIED IN FACT OR BY LAW, AND STATE OUR ENTIRE AND EXCLUSIVE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR DAMAGES IN CONNECTION WITH THE SALE OR FURNISHING OF GOODS OR PARTS, THEIR DESIGN, SUITABILITY FOR USE, INSTALLATION OR OPERATION. AEC/HYPERCYL WILL IN NO EVENT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, AND OUR LIABILITY UNDER NO CIRCUMSTANCES WILL EXCEED THE CONTRACT PRICE FOR THE GOODS FOR WHICH LIABILITY IS CLAIMED.

Proprietary Rights- All technical information, including, but not limited to, designs, blueprints, specifications or engineering data for product know-how, which is supplied to by AEC/HyperCyl to facilitate or assist in the performance of this contract is deemed to be proprietary in nature and confidential and unless AEC/HyperCyl otherwise consents in writing, such information shall be kept confidential by customer. Customer further agrees that it will not directly or indirectly utilize any such information in its business without first obtaining the written consent of AEC/HyperCyl. Customer shall take, and shall cause its employees and agents to take, all reasonable measures to prevent the disclosure of any such confidential information either directly or by incorporation of such confidential information in manufacturing products for others. Nothing in this Agreement will be construed as granting customer any license under any patent.

Security Interest/Lien- Customer hereby grants AEC/HyperCyl a purchase money security interest in the products purchased hereunder to secure the due and punctual payment of the purchase price specified. In the event of default by Customer in any payment due, AEC/HyperCyl shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment, to recall products in transit and retake the same, to reposes any products or goods which may be stored with AEC/HyperCyl for customer’s account without the necessity of initiating any other proceedings. In addition, AEC/HyperCyl shall have all the rights and remedies of a secured party under the Michigan Uniform Commercial Code and may exercise all such rights and remedies in accordance therewith. Customer shall execute such documents as AEC/HyperCyl may request to effectuate the foregoing security interest. In addition to the foregoing, customer hereby grants a lien on the products purchased hereunder pursuant to the Michigan Special Tools Lien Act, MCL 570.541, et seq.

Default- Any of the following events or conditions constitute an event of default: (a) the failure of customer to make any payment when due of any indebtedness of customer to AEC/HyperCyl arising independently of this Agreement; (b) if customer fails to make any payments under this agreement within ten (10) days after due date, without notice or demand of AEC/HyperCyl; (c) the failure of Customer to fully comply with and perform any and all terms and conditions of this agreement and its attachments, which failure remains uncured for a period of thirty (30) days after written notice thereof; (d) the making of assignment for the benefit of creditors by customer; (e) the institution of bankruptcy, reorganization, liquidation, or receivership proceeding by or against customer, and (f) insolvency of customer or impairment of the credit of customer.

Remedies- Upon the occurrence of any of the events of default, AEC/HyperCyl in its sole discretion shall have the right to exercise any one or more of the following remedies: (a) to terminate this Agreement; (b) to declare the then remaining unpaid balance of the initial purchase and all agreed charges, taxes and assessments due and payable under this Agreement; (c) with or without notice, demand or legal process, to retake possession of the Products(and Customer authorizes and empowers AEC/HyperCyl to enter upon the premises wherever the Products may be found) and (i) retain such Products and all payments made under this Agreement, and (ii) to pursue any other remedy provided by law. Customer also agrees to pay all costs of collection, including without limitation, court costs, reasonable attorneys’ fees, fees for repossession, repair, storage and sale of the products.

Limitation of Liability- IN NO EVENT SHALL AEC/HYPERCYL BE LIABLE TO FOR ANY LOST REVENUES, LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Force Majeure- No liability shall result from delay in performance or nonperformance, directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to: ACT OF GOD, fire, explosion, flood, war, act of or authorized by any Government, accident, labor trouble or shortage, inability to obtain material, equipment, or transportation. Quantities so affected may be eliminated from the Agreement without liability, but the Agreement shall remain otherwise unaffected. AEC/HyperCyl shall have no obligation to purchase supplies of the products (or material) specified herein to enable it to perform this Agreement.

Facsimile Signature- Customer and AEC/HyperCyl agree that a facsimile copy of this Agreement bearing authorized signatures may be treated as an original.

Entire Agreement- This contract and any documents referred to herein, supersede all prior understandings, transactions and communications whether oral or written, with respect to the matters referred to herein and form the complete contract between the customer and AEC/HyperCyl. No modification, alteration or amendment of this order shall be binding upon either party unless in writing and signed by each parties’ authorized representative.

Construction of Contract- The rights and remedies set forth herein are in addition to and may modify but are not in substitution for those provided in law and equity. This Agreement shall be governed by and construed in accordance with the laws of, and shall be construed and considered as a contract made and to be performed in, the State of Michigan. Note- Point of operation safety guarding or devices is the responsibility of the employer (user) of the machine as provided in ANSI B-11.1 as published by the American National Standards Institute. All HyperCyl cylinders and presses are available on CAD; please advise e-mail address and file format (dwg. .dxf) and allow three business days for processing and forwarding. Please bed machining dimensional data (if applicable) must be supplied to AEC/HyperCyl in .dwg file format (AutoCAD v. 12 or higher) or .dxf file format.

Acceptance- Customer’s execution of this Agreement shall create a contract subject to and expressly limited by these terms and conditions. ASCCEPTANCE MAY ONLY BE MADE ON THE EXACT TERMS AND CONDITIONS OF THIS AGREEMENT AND IF ANY ADDITIONAL OR DIFFERENT TERMS ARE PROPOSED BY CUSTOMER, SUCH ADDITIONAL OR DIFFERENT TERMS SHALL NOT BECOME PART HEREOF.