Terms and Conditions

Welcome to Panel ACES!

These terms and conditions outline the rules and regulations for the use of Panel ACES's Website, located at https://panelaces.com.

By accessing this website, we assume you accept these terms and conditions. Do not continue to use Panel ACES if you do not agree to take all of the terms and conditions stated on this page.

Cookies:

The website uses cookies to help personalize your online experience. By accessing Panel ACES, you agreed to use the required cookies.

A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

We may use cookies to collect, store, and track information for statistical or marketing purposes to operate our website. You have the ability to accept or decline optional Cookies. There are some required Cookies that are necessary for the operation of our website. These cookies do not require your consent as they always work. Please keep in mind that by accepting required Cookies, you also accept third-party Cookies, which might be used via third-party provided services if you use such services on our website, for example, a video display window provided by third parties and integrated into our website.

License:

Unless otherwise stated, Panel ACES and/or its licensors own the intellectual property rights for all material on Panel ACES. All intellectual property rights are reserved. You may access this from Panel ACES for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

• Copy or republish material from Panel ACES

• Sell, rent, or sub-license material from Panel ACES

• Reproduce, duplicate or copy material from Panel ACES

• Redistribute content from Panel ACES

This Agreement shall begin on the date hereof.

Parts of this website offer users an opportunity to post and exchange opinions and information in certain areas of the website. Panel ACES does not filter, edit, publish or review Comments before their presence on the website. Comments do not reflect the views and opinions of Panel ACES, its agents, and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, Panel ACES shall not be liable for the Comments or any liability, damages, or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

Panel ACES reserves the right to monitor all Comments and remove any Comments that can be considered inappropriate, offensive, or causes breach of these Terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;

• The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;

• The Comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material, which is an invasion of privacy.

• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant Panel ACES a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats, or media.

Hyperlinking to our Content:

The following organizations may link to our Website without prior written approval:

• Government agencies;

• Search engines;

• News organizations;

• Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and

• System-wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications, or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party's site.

We may consider and approve other link requests from the following types of organizations:

• Commonly-known consumer and/or business information sources;

• Dot.com community sites;

• Associations or other groups representing charities;

• Online directory distributors;

• Internet portals;

• Accounting, law, and consulting firms; and

• Educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Panel ACES; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Panel ACES. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or

• By use of the uniform resource locator being linked to; or

• Using any other description of our Website being linked to that makes sense within the context and format of content on the linking party's site.

No use of Panel ACES's logo or other artwork will be allowed for linking absent a trademark license agreement.

Content Liability:

We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are raised on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Reservation of Rights:

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website:

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct. We do not warrant its completeness or accuracy, nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer:

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• Limit or exclude our or your liability for death or personal injury;

• Limit or exclude our or your liability for fraud or fraudulent misrepresentation;

• Limit any of our or your liabilities in any way that is not permitted under applicable law; or

• Exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

PURCHASE ORDER TERMS AND CONDITIONS

1. Panel ACES reserves the right to cancel this purchase order in whole or part without cost to it if the Seller shall breach any provision of this purchase order, including but not limited to delivery on the date or dates specified. Unless otherwise specified, this order is for immediate shipment. Time shall be of the essence for this order.

2. No charges of any kind, including charges for boxing, pallets, spools, reels, shipping, and handling will be allowed, unless specifically agreed to by Panel ACES in writing. However, Seller shall be responsible for packing and packaging necessary to withstand transportation hazards. Price is to cover net weight unless otherwise agreed. Packaging requirements for shipments on commercial bills of lading must meet commercial standards and accepted practices of the industry with full protection of the material to ultimate destination, and must conform to governing classifications including, but not limited to: a. The Uniform Freight Classification, for rail.

   1. The National Motor Freight Classification, for truck.

   2. The Railway Express Classification, for express.

   3. The U.S. Official postal manual, for parcel post.

   4. The Official Air Freight Rules Tariffs, for air freight.

3. Seller shall follow such routing instructions as Panel ACES may furnish it, and in the absence of such instructions, Seller shall ship the cheapest and best way. The articles ordered hereunder shall remain at Seller’s risk until they are received at Panel ACES facility unless specifically designated otherwise on the purchase order.

4. Unless otherwise provided on the face hereof, Seller shall be responsible for any and all local, state or federal tax or other government charges or duties upon the production and/or transportation of the articles ordered hereunder, including any increases in any of the above and including, without limitation, sales taxes.

5. All specifications, drawings, samples, models, tools, materials, parts, dies, molds, products, test or inspection equipment, patterns, plates, art work, layouts, engravings, forms, proofs, advertising copy, technical information and data (hereafter “Materials”) furnished hereunder by Panel ACES or by Panel ACES customer, any intermediate customer, or the ultimate customer for the finished product incorporating the materials or articles delivered hereunder (hereafter “Furnishing Party”), shall be used exclusively in the manufacture of materials or articles ordered by or to be delivered to Panel ACES or the Furnishing Party, shall be plainly marked or otherwise identified as “Property of [the Furnishing Party]” and shall be delivered to the Furnishing Party upon its request without further costs other than packing and shipping, and all information in such Material shall be kept confidential. Seller shall bear the risk of loss of all property of Panel ACES or any other Furnishing Party while in Seller’s custody or control and while in the custody or control of Seller’s suppliers, and shall maintain insurance covering the replacement cost with loss payable to Panel ACES.

6. Seller warrants that the articles to be delivered hereunder will be in full conformance with the specifications, descriptions, drawings and samples (including standard specifications pertaining to the ordered material maintained by Panel ACES); fit and suitable for the purpose for which they will be used; merchantable; free of any and all defects in materials and workmanship; and, except to the extent specifically covered by Panel ACES specifications, free of any and all defects in design. Where the end use of the articles has been specified, tolerances shall be in accordance with those prevailing for such end use. It shall be Seller’s responsibility to use any such tests, in addition to those specified which may be necessary in order to assure compliance of the material with applicable specifications. Warranties specified herein shall be in addition to all warranties implied by law. All warranties shall survive the acceptance of the payment for articles delivered hereunder, and Seller agrees to hold Panel ACES harmless from any loss, damage or expense (including attorney’s fees in any action, proceeding or investigation involving the Seller or third parties) which may be incurred or sustained by Panel ACES by reason of a breach of any warranty contained herein. Panel ACES reserves the right to have rejected material replaced by Seller or not, at Panel ACES option, or to obtain material in accordance with specifications from other sources and charge Seller for any difference in cost. Goods rejected on account of inferior quality or workmanship, or shipped contrary to instructions, or in excess of the quantity specified, or substituted for items ordered, or not complying with the specifications applicable hereto, or otherwise not acceptable, will be returned to Seller for full credit at the price charged or held by Panel ACES at its discretion and at Seller’s expense and risk, and Seller shall be further liable for all additional damages suffered by Panel ACES on account of any breach of warranty specified herein. Panel ACES reserves the right to charge to Seller all transportation and inspection costs and all other expenses and losses incurred by it in connection with any such goods; and such rejected goods shall not be replaced by Seller except upon receipt of written instructions from Panel ACES. Panel ACES reserves the right to accept part of a shipment which fulfills specifications and warranties, and reject any part which does not fulfill such specifications and warranties and treat the order as involving a breach of warranty to the extent of the amount of the rejected material.

7. Seller hereby guarantees that the manufacture, sale or use of all articles delivered hereunder are and shall be, free and clear of infringement of the proprietary rights of others, including patents, copyrights and trademarks; that Seller will, at its own cost and expense, defend any and all investigations and suits charging such infringement which may be brought against Panel ACES, its customers or any other persons for selling or using such articles or any product containing such articles; and Seller will hold Panel ACES, its customer and any other person, harmless from any and all damages, liabilities, costs, expenses and attorneys’ fees incurred as a result of any such infringement or claim of infringement.

8. Unless otherwise expressly set forth in the agreement between the parties, the terms of payment are net 30 days after Panel ACES receipt of either Seller’s valid invoice, or the products, whichever is later. Payment by Panel ACES of an invoice from Seller does not constitute acceptance of the products covered by the invoice. If the production or delivery of products covered by this Contract may give rise to mechanics’ or other similar liens, payment will not be due and the cash discount period, if any, will not commence until Seller has delivered to Panel ACES a complete release of all liens arising out of the production or delivery of such products or receipt in full covering all labor and materials for which a lien could be filed or a bond satisfactory to Panel ACES indemnifying it against any lien.

9. Seller or Seller’s subcontractor performing work on Panel ACES premises shall maintain such insurance as will protect Panel ACES and Seller from claims for damages because of bodily injury, including death, and property damage which may arise from and during operations under this purchase order, whether such operations be by Seller itself or by any subcontractor or anyone directly or indirectly employed by either of them.

10. Any unpatented knowledge or information concerning Seller’s products, methods or manufacturing processes, which may be disclosed to Panel ACES incident to the furnishing of goods or services covered by this order, shall, unless otherwise specifically agreed in writing, be considered to have been disclosed as a part of the consideration for this order and not in confidence, and no claim shall be asserted against Panel ACES by reason of its use of such knowledge or information.

11. If Seller shall cease to conduct its operations in the normal course of business (including its inability to meet its obligations as they mature), or sells or transfers a substantial part of its assets, or if any proceeding under the bankruptcy or insolvency laws are brought by or against Seller, or a receiver for Seller or for a substantial part of its assets is appointed or applied for, or an assignment is made for the benefit of creditors of Seller, Panel ACES may terminate this order without liability except for deliveries previously made. Panel ACES may also terminate this order without liability in the event of fires, strikes, acts of God, or acts or demands of any government, the non-occurrence of presupposed conditions, or any other reason beyond Panel ACES control.

12. Panel ACES reserves the right to make changes in this order. To the extent that any such changes shall result in additional costs, the purchase price shall be adjusted to reflect such additional costs, but no additional costs shall be allowed unless authorized by Panel ACES in writing. No additional cost shall be recognized unless Panel ACES is notified within 30 days after receipt of a change-order that additional costs will be incurred by virtue of any such change.

13. Seller hereby certifies that in filling this order it is complying and will comply with all applicable federal, state, and local laws and governmental regulations, orders, and rules.

14. Hazardous and Dangerous Goods and Materials: For any goods or materials furnished in accordance with this purchase order which are defined as hazardous or dangerous under applicable law, Seller will provide Panel ACES with hazardous warning and safe handling information in the form of a material safety data sheet (MSDS) and appropriate labeling for such goods or materials.

15. This transaction and the contract formed by the acceptance of this purchase order or delivery of all or part of the articles ordered hereunder shall be interpreted and construed under the internal laws of the state where Panel ACES is issuing this order is located.

16. Notwithstanding any other provision or understanding between Panel ACES and Seller, Seller will not at any time whatsoever or under any circumstances whatsoever disclose or reveal any information to any person not a United States citizen and resident, or to any person outside of the United States or to any representative of a foreign national or foreign interest or in any manner export any information from the United States when to do so would be contrary to or in violation of any law or regulation of the United States or any agency of the United States, including laws and regulations concerning export of data and information. Seller shall not export any information or disclose any information to any such above-mentioned person until Seller has procured the licenses, assurances and approvals, if any, necessary under such laws and regulations.

17. The remedies herein provided are cumulative and in addition to all other remedies at law or in equity. No waiver of any breach or provision hereof shall constitute a waiver of any other breach or provision. No modifications or additions to the terms hereof shall be binding upon Panel ACES unless agreed to in writing by it.

18. Panel ACES reserves the right to pull in or push out orders to meet demand as needed. Suppliers will be notified as soon as possible to schedule changes.