Terms and Conditions – Alpha Motors

Alpha Tubular Motors LLC
General Terms & Conditions of Sale

Last Updated: Sept 4, 2025

These General Terms & Conditions of Sale (hereinafter these “Terms”) only apply to purchases of Alpha Tubular Motors branded products and related services made directly from Alpha Tubular Motors LLC, a California limited liability company (hereinafter “Alpha Tubular Motors” or “Seller”). Any person or entity purchasing such products or services from Alpha Tubular Motors will be referred to herein as “Buyer”. Purchases made from appointed distributors or other independent resellers will be subject to terms and conditions of sale as may be separately established by each such distributor or reseller, which will in no event be binding upon Alpha Tubular Motors unless otherwise expressly agreed to by Alpha Tubular Motors. However, Alpha Tubular Motors extends its standard Limited Warranty (expressly provided in Section 7 below) to customers purchasing Alpha Tubular Motors branded products and related services from their local authorized Alpha Tubular Motors distributor. Such Limited Warranty is in lieu of all other warranties, which are expressly disclaimed.

These Terms are as in effect at the time of publication and are subject to change at any time, in the sole discretion of Alpha Tubular Motors. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the version of these Terms accessible on the Alpha Tubular Motors website. You should review the version of these Terms accessible on the Alpha Tubular Motors website prior to purchasing any product or services that are sold subject to these Terms.

Buyer should take care to carefully review the Alpha Tubular Motors Privacy Policy before placing an order for Products from Alpha Tubular Motors (see Section 16 below).

1. General.

These Terms (along with any associated written specification, quotation and/or supplemental terms and conditions provided by Seller) exclusively will govern the sale or licensing by Seller of all goods and services (including without limitation, hardware, firmware and software products, training, programming, maintenance, engineering, parts, repair and remanufacturing services – hereinafter, “Products”) furnished to Buyer pursuant to these Terms, whether such sale or licensing is effected by paper-based transactions or via facsimile or other forms of electronic data interchange or electronic commerce, and represents the entire agreement between Buyer and Seller with respect thereto. Buyer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these Terms. No addition or modification to these Terms will be binding on Seller unless agreed to in writing signed by an authorized representative of Seller, and Seller objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer’s purchase order or requisition that are in addition to or otherwise not consistent with the Terms set forth or referenced herein.

2. Quotes Pricing.

Any quotation of the price of any specified amount of Products issued by an authorized representative of Alpha Tubular Motors will be deemed an invitation for the party receiving the quotation to submit an offer to purchase the applicable Products, unless otherwise expressly agreed by Alpha Tubular Motors. All such quotations are non-binding and subject to change at any time at the discretion of Alpha Tubular Motors prior to acceptance by Alpha Tubular Motors of such order for Products. Unless clearly specified, pricing does not include taxes on the sale of the Products (as applicable), charges for shipping and handling or credit card processing fees (as applicable). All such taxes, charges and credit card processing fees (as applicable) will be added to Buyer’s total price and will be the responsibility of Buyer.

3. Orders and Acceptance.

Buyer agrees that Buyer’s order for Products is an offer to buy, pursuant to these Terms, all Products listed in Buyer’s order. All orders must be accepted by Seller or Seller will not be obligated to sell the Products to Buyer. Seller may choose not to accept orders at Seller’s absolute discretion, even after Seller has sent Buyer a confirmation email with Buyer’s order number and details of the items Buyer has attempted to order.

4. Payment Terms.

The terms of payment are within Seller’s sole discretion and, unless otherwise agreed by Seller in writing, payment must be received by Alpha Tubular Motors before any order for Products will be deemed accepted by Seller or be required to be produced and/or delivered by Seller. Seller may render partial invoices and require progressive payments (as applicable). Seller reserves the right to render invoices electronically and to receive payment by way of electronic funds transfer. Payment by credit card, when permitted, is subject to credit card validation and authorization both at time of agreement and immediately prior to shipment. Buyer will be charged a 3.00% processing fee if Buyer opts to pay via credit card. Seller reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. No payment by offset by Buyer is permitted. Interest charges will be added to overdue invoices at the rate of 2.00% per month (subject to any limit imposed by applicable law). Buyer shall reimburse Seller for Seller’s reasonable fees and expenses incurred if Seller must hire an attorney or collections agency to assist Seller with collection of past due amounts owed to Seller according to these Terms.

5. Delivery Terms.

Buyer is responsible for all shipping and handling charges applicable to Buyer’s orders for Products. Delivery terms are FCA Seller’s plant or designated location (per current Incoterms 2020) and Seller will arrange, prepay and add all shipping, handling, custom, insurance and similar charges incurred by Seller or as otherwise agreed to as evidenced by Seller’s order acknowledgment. In all cases, title and risk of loss transfers to Buyer upon the earlier of Seller’s delivery to Buyer or receipt by the first carrier for transport to Buyer, except that title to all intellectual property rights associated with the Products remains with Seller or its suppliers and licensors. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. Seller will make reasonable efforts to deliver the Products as soon as commercially practicable. Notwithstanding the foregoing, Seller disclaims all liability for late delivery, loss or damage in transit.

6. Inspection and Rejection of Nonconforming Products.

a. Buyer shall inspect the Products within fourteen (14) calendar days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Products” means only the following: (i) the Product shipped is different than identified in Buyer’s purchase order; or (ii) a Product’s label or packaging incorrectly identifies its contents.

b. If Buyer timely notifies Seller of any Nonconforming Products, Seller shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to a facility designated by Seller. If Seller exercises its option to replace Nonconforming Products, Seller shall, after receiving Buyer’s shipment of Nonconforming Products, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Products.

c. Buyer acknowledges and agrees that the remedies set forth in subsection (b) above are Buyer’s exclusive remedies for the delivery of Nonconforming Products. Except as provided under subsection (b) above all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased pursuant to these Terms to Seller.

7. Buyer’s Warranty.

a. The Buyer warrants that the Goods are purchased for the purposes of re-sale in the course of the Buyer’s business, or for use or incorporation into other products in the course of such business, and not for the Buyer’s personal, domestic, or household use or consumption.

b. Any express warranty provided by ALPHA TUBULAR MOTORS applies only to the Buyer as the original purchaser. The Buyer must not extend, transfer, or make any representation or warranty on behalf of ALPHA TUBULAR MOTORS to any subsequent purchaser or end user of the Goods.

c. The Buyer may, at its own discretion and cost, provide its own warranty to its customers. Any such warranty will be the sole responsibility of the Buyer and will not bind ALPHA TUBULAR MOTORS in any way.

d. Nothing in this Agreement excludes, restricts, or modifies any rights or remedies the Buyer may have under the American Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

7-2. Limited Warranty.

a. Limited Warranty: Subject to these Terms, and specifically the limitations and exclusions set forth herein, Alpha Tubular Motors warrants to purchasers of Products directly from Alpha Tubular Motors or its authorized distributors that Alpha Tubular Motors’s Products will be free from defects in materials and workmanship under normal and proper use for the duration of the Warranty Period (as set forth below) for the applicable Products.

b. Warranty Period: The “Warranty Period” applicable for each of the Products commences on the date the applicable Product is manufactured (determined by reference to the date stamp on the applicable Product) and terminates at the expiration of the time period specified below:

The Warranty Period for the interior DC roller blind motors with internal batteries (e.g., WSERD30B 2/31) is 7 years on the motors, with the exclusion of the internal batteries, which have a Warranty Period of 3 years. The foregoing applies to motors with a manufacture date after January 1, 2019. Motors of this type made prior to January 1, 2019, have a Warranty Period of 3 years.
The Warranty Period for Alpha AC tubular motor models is 7 years.
The Warranty Period for accessories and controls that are used in non- exterior applications is 7 years.
The Warranty Period for all curtain motors is 3 years.
The Warranty Period for exterior DC motors (e.g., WSERD50 15/12) is 3 years.
The Warranty Period for exterior solar panels, including those with internal battery storage, is 3 years.
The Warranty Period for motors, controls and accessories used for residential garage doors and residential gates is 3 years.
The Warranty Period for any Alpha Tubular Motors Products that do not fall within any of the categories described in subsections i. through vii. above is 3 years.

c. Buyer Specifications/Compatibility: Alpha Tubular Motors does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Alpha Tubular Motors does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer’s application except to the extent expressly represented in Alpha Tubular Motors’s published specifications or written quotation.

d. Remedies: Remedies under the above limited warranty will be limited, at Alpha Tubular Motors’s sole discretion, to the replacement, repair or modification of, or issuance of a credit for the purchase price of, the Products involved, and where applicable, only after the return of such Products pursuant to Alpha Tubular Motors’s instructions. Replacement Products may be new, remanufactured, refurbished or reconditioned at Alpha Tubular Motors’s sole discretion. Buyer will be responsible for all installation, reinstallation, shipping, freight and other costs and expenses associated with the return of the Products to Alpha Tubular Motors and any replacement and/or repair of the Products. Buyer will be responsible for making a claim under this limited warranty directly with Alpha Tubular Motors and Alpha Tubular Motors will not be responsible for any costs or expenses paid by Buyer to third parties for repair, modification, remanufacturing, refurbishing or reconditioning. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising therefrom.

e. Notice and Exclusions: The foregoing limited warranty is available only if both (I) Alpha Tubular Motors is provided prompt written notice of the warranty claim and (II) an Exclusion does not apply. An “Exclusion” will apply, and the foregoing limited warranty will not be available to Buyer, if Alpha Tubular Motors’s examination of a limited warranty claim discloses that any of the following circumstances apply:

any alleged defect has been caused by: improper use, storage or maintenance by Buyer or third parties; unauthorized repairs, enhancements, alterations or modifications to the Products by Buyer or third parties; neglect by Buyer or third parties; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment.
usage, maintenance, selection, adaptation, alteration, installation, storage, operation, repair or wiring of the Products or any electrical connections not conducted in accordance with Alpha Tubular Motors’s written selection guides, installation, operating instructions, professional standards and wiring diagrams.
the Products have been opened, dismantled or returned with clear evidence of abuse, negligent use or other damage.
the Products have been used to perform functions other than the functions they were designed for, as specified in Alpha Tubular Motors’s catalogues and selections guides, being, in summary: motorizing windows, window coverings, retractable shading devices, doors, door coverings, gates, garage doors and projection screens and any other functions that Alpha Tubular Motors notifies to the Buyer in writing in its absolute discretion.
the Products are used with any inappropriate products, software or other goods that have not been previously approved in writing by Alpha Tubular Motors.
any damage, defect or failure has been caused by an external source regardless of its nature (including damage caused by penetration of by liquid or power surge).
any damage, defect or failure arises from or directly relates to the failure or defect of batteries or other consumables that are not part of the construction of the Products (i.e., that are not hard-wired into the Products).
the invoice or other order information pertaining to the purchase of the applicable Product(s) is not provided by Buyer to Alpha Tubular Motors such that Alpha Tubular Motors may verify the applicable Warranty Period.

f. Disclaimer: THE ABOVE LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATION WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

g. Claimants: Rights under the above limited warranty (subject to noted limitations and exclusions) extend to purchasers of Products directly from Alpha Tubular Motors or its authorized distributors.

8. Disclaimer and Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALPHA TUBULAR MOTORS WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, INDEMNIFICATION, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. ALPHA TUBULAR MOTORS’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. ALPHA TUBULAR MOTORS DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF ALPHA TUBULAR MOTORS HEREUNDER. ANY ACTION AGAINST ALPHA TUBULAR MOTORS MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF ALPHA TUBULAR MOTORS’S VENDORS, APPOINTED DISTRIBUTORS AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.

9. Resale of Third-Party Branded Products and Services.

NOTWITHSTANDING ANY OTHER PROVISION HEREIN, SELLER MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENSED BY SELLER AS A DISCRETE ITEM HEREUNDER.

10. Licensed Software and Firmware.

Use of Products comprised of software or firmware may be subject to Buyer’s acceptance of additional terms and conditions set forth in separate Seller or third-party license agreements that will control to the extent necessary to resolve any conflict with the Terms stated or otherwise referenced herein. In the absence of a separate Seller’s license agreement, Buyer is granted a non-exclusive, non-transferable license to use provided Seller’s software or firmware only in object code form and solely in conjunction with Seller-provided Products, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware.

11. Packing and Marking.

Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.

12. Weight and Dimensions.

Published or advertised weights and dimensions are estimates or approximations only and are not warranted.

13. List Prices.

Prices and other information shown in any Seller publication (including product catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such publications are not offers to sell and are maintained only as a source of general information. Prices do not include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse Seller for all such taxes as may be applicable.

14. Changes and Substitutions.

Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Seller’s prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, Seller reserves the right to reject any change that it deems unsafe, commercially unreasonable, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Seller’s design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.

15. Order Cancellation.

Cancellation of an order by Buyer prior to shipment is permitted only by written notice and upon advance payment to Seller of reasonable cancellation and restocking charges as determined by Seller, including reimbursement for direct costs incurred by Seller in connection with the applicable order. Cancellation charges associated with orders for custom Products or Products specifically manufactured to Buyer’s specification may equal the actual selling price of the Products.

16. Privacy.

Alpha Tubular Motors may collect, use, store and/or disclose information made available to Alpha Tubular Motors by Buyer in connection with the transactions contemplated by these Terms in accordance with the Alpha Tubular Motors’s Privacy Policy, which is available on the Alpha Tubular Motors website and will be made available by Alpha Tubular Motors to Buyer upon request.

17. Confidentiality.

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the transactions that are the subject of these Terms is confidential, solely for the use of performing the transactions contemplated by these Terms and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

18. Intellectual Property.

Each of Buyer and Seller shall retain ownership of all confidential or proprietary information and intellectual property that each respective party had prior to the transactions contemplated by these Terms. All new intellectual property conceived or created by Seller in the performance of the transactions contemplated by these Terms, whether alone or with any contribution from Buyer, shall be owned exclusively by Seller. Buyer agrees to deliver assignment documentation to Seller as necessary to achieve that result.

19. Indemnification, Third Party Claims.

a. Each of Buyer and Seller (each an “Indemnified Party” and an “Indemnifying Party”, as applicable) shall indemnify the other party from and against claims brought by a third party, for bodily injury or damage to the third party’s tangible property, to the extent such injury and/or damage is caused by the negligence of the Indemnifying Party, provided that the Indemnified Party gives the Indemnifying Party prompt notice of any such claim and all necessary information and assistance so that the Indemnifying Party, at its option, may defend or settle such claim and the Indemnified Party does not take any adverse position in connection with such claim. In the event that the injury or damage is caused by joint or concurrent negligence of Buyer and Seller, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of Seller’s indemnity obligations hereunder, Products shall not be considered third party property and the facility in which a Product is used shall not be considered third party property.

b. If Buyer supplies Products a third party, uses at a facility owned by a third party, and/or transfers Products to a third party, Buyer shall indemnify and defend Seller from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in Sections 7 “Limited Warranty” and 8 “Disclaimer and Limitation of Liability.” For purposes of this subsection, “Seller” means Seller, its affiliates, suppliers, contractors, licensors and their employees.

20. Force Majeure.

Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics or pandemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, supply chain issues, or transportation embargoes. In the event of such delay, Seller’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.

21. Government Clauses and Contracts.

Application of government contract regulations and clauses to the Products or the agreement evidenced by these Terms are subject to the separate review and consent by an authorized representative at Seller’s headquarters. Products sold or licensed hereunder are not intended to be used, nor should they be used, in any nuclear-related application either as a “Basic Component” as defined under United States nuclear regulations or under similar nuclear laws and regulations of any other country or otherwise.

22. Export Control.

Buyer acknowledges that the Products may be subject to various export controls and regulations. Buyer agrees to comply with all applicable laws and regulations to the Products and Buyer in general as well as with all applicable export and re-export laws and regulations, embargoes and sanctions including, but not limited to, those of the United. Buyer represents and warrants that Buyer is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, and is not owned 50% or more or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

23. Disputes.

All disputes arising in connection with these Terms, including any question regarding the applicability or validity of these Terms, shall be resolved in accordance with this Section. If a dispute is not resolved by negotiations, either party may, by giving written notice, refer the dispute to a meeting of appropriate higher management of the parties, to be held within twenty (20) business days after the giving of notice. If the dispute is not resolved within thirty (30) business days after the giving of such notice, or such later date as may be mutually agreed, either party may commence litigation in a court of competent jurisdiction in accordance with these Terms. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.

24. Publicity.

Buyer shall not make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding Seller or its business unless: (a) it has received the express written consent of Seller/the other Party; or (b) it is required to do so by law or under the rules of any stock exchange to which it is subject.

25. Governing Law, Forum, Severability.

The agreement evidenced by these Terms and all disputes arising thereunder will be governed by and interpreted in accordance with the internal laws of the State of California (USA) and will be subject to the exclusive jurisdiction of the courts of the County of San Bernadino, State of California (USA). Notwithstanding any provision to the contrary herein, Buyer and Seller agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the transactions that are the subject of these Terms. Should any term or provision of these Terms be held wholly or partly invalid or unenforceable under applicable law, the authority holding such term invalid or unenforceable will endeavor to replace any such void or unenforceable provision with a new provision that achieves substantially the same practical and economic effect and is valid and enforceable.

26. Relationship.

The relationship between Buyer and Seller is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Buyer and Seller, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

27. Waiver.

No waiver by Seller of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

28. Assignment, Successors and Assigns.

The agreement evidenced hereby may not be assigned by Buyer without the advance written consent of Seller (which consent will not be unreasonably withheld). The agreement evidenced hereby is binding on and inures to the benefit of Buyer and Seller and their respective permitted heirs, representatives, successors and permitted assigns.

29. Survival.

Provisions of these Terms which by their nature should apply beyond the period of performance of the transactions contemplated by these Terms will remain in force after completion of performance of the transactions contemplated by these Terms.

30. Language.

The parties acknowledge that they have required that the agreement evidenced by these Terms be drawn up in English. In the event of a conflict between the English and other language versions, the English version will prevail.

Alpha Tubular Motors LLC WEBSITE TERMS & CONDITIONS Last Updated: June 23, 2022 These Website Terms & Conditions (these “terms”) contain the general terms and conditions that apply to customers and users (collectively, “users,” or “you”) of the online services, products, documentation, data, and programs made available through Alpha Tubular Motors LLC’s (“Alpha”) website (www.alphamotors.us) (collectively, the “services”). Alpha is a company organized and operating under the laws of the State of California. These terms are an agreement between you and Alpha. Please read these terms carefully as they govern your conduct when using the services. These terms are incorporated into and are supplemental to Alpha’s Privacy Policy and any written agreements you may have with Alpha, including but not limited to any purchase order. Unless you have a specific, written agreement with Alpha providing otherwise, these terms apply to you every time you use the services. By using the services, such as by accessing an Alpha website, you accept and agree to be bound by and abide by these terms. By using these services you represent and warrant (a) you are 18 years of age or older; (b) you have good right, title, and authority to enter into these terms on your own behalf and on behalf of any entity or person whom you purport to represent (which entity shall be considered part of you for purposes of these terms); (c) the use of these services and the entering into of these terms has been duly authorized and approved by any entity or person whom you represent; and (d) effective as of the date you first use the services, these terms constitute valid and binding obligations enforceable against you as described herein. If you do not agree to these terms or if you are unable to make the foregoing representations and warranties, you must not use the services. 1. GRANT OF LICENSE The services, including all products, displays, images, video, and audio, as well as the design, selection, and arrangement thereof, are owned and provided by Alpha. Alpha hereby grants you a non-exclusive, non-transferable, non-sublicensable, worldwide license to use the services subject to the restrictions in these terms. Alpha expressly reserves any rights not expressly granted herein. You are solely responsible for any hardware, software, and telecommunications necessary to access the services, and Alpha makes no warranty or guaranty that the services will always be available or will not change. These terms and this license do not create or evidence any agency, partnership, joint venture, or employment relationship between you and Alpha. 2. LICENSE & USE RESTRICTIONS Except as expressly authorized under these terms or in a separate written agreement between you and Alpha, you may not: • copy, modify, or create derivative works of the services, in whole or in part; • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the services; • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the services, in whole or in part; • remove any proprietary notices from the services; • use the services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; • combine or integrate the services with any software, technology, services, or materials; • design or permit any applications to disable, override, or otherwise interfere with any of Alpha’s communications to end users, consent screens, user settings, alerts, warnings, or the like; • use the services to replicate or attempt to replace the user experience of the services in another application; • attempt to cloak or conceal your identity when requesting authorization to use the services; • use the services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email or spam, multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities; • bully, intimidate, or harass other users, or use the services in any manner that is threatening, abusive, violent, harmful, or invasive of another’s privacy; • use the services to collect, disclose, or otherwise process another’s personal information without their consent to do so or in any other way in violation of applicable law; • impersonate another user or any other person or entity, or otherwise falsely state or misrepresent your affiliation with a person or entity; or • use the services in any manner that Alpha determines in its sole discretion is abusive or harmful. You also agree that you shall only use the services in a manner that complies with all applicable laws in the jurisdictions in which you use the services, and that you shall not violate or infringe the rights of any third party. Any such use of the services that, as determined in Alpha’s sole discretion, violates these restrictions shall immediately and automatically terminate your license to use the services without notice. 3. FEES & REFUNDS Alpha reserves the right to charge for any use of the services. You may be required to pay via direct charge to a credit or debit card for some services offered. You hereby authorize Alpha to charge your credit or debit card to pay for any charges that may apply to you. All charges shall be at the then current prices. Refunds and prorated refunds are not available in any form. You must notify Alpha of any changes to your card account (including, without limitation, modification of your applicable account number or cancellation or expiration of the account), your billing address, or any information that Alpha may need to charge your account. Failure to make any payment as set forth herein shall be deemed to be a material breach of these terms and may result in the immediate termination of your license to use the services by Alpha. In the event of any collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys’ fees, court costs, and collection agency fees. All charges shall be exclusive of any applicable taxes. You are responsible for the payment of all federal, state, and local sales, use, value added, excise, duty, and any other taxes assessed, other than taxes based on Alpha’s net income. Alpha reserves the right to change or make exceptions to the fee structure and refund policy at any time and for any reason. 4. TERM & TERMINATION These terms shall apply so long as you are using the services. Alpha may terminate your access to the services at any time for any or no reason, unless otherwise provided in an express, written agreement between you and Alpha. Upon termination of your access to the services, you shall immediately discontinue use of the services. These terms shall survive termination of the services to the extent applicable. 5. MODIFICATION & DISCONTINUATION OF SERVICES Alpha may, in its sole discretion and at any time, modify or discontinue the services in whole or in part. If Alpha modifies its services, you may be requested to accept modified or new terms before continuing your use of the services. If you do not accept the amended terms, you will not have access to the services. Alpha may discontinue its services at any time without notice. Any dated information is published as of its date only, and Alpha does not undertake any obligation or responsibility to update or amend any such information. 6. PROPRIETARY RIGHTS The services, including, without limitation, any of Alpha’s products, Internet operations, design, content, hardware designs, algorithms, software (in source and object forms), user interface designs, other templates and designs, including, without limitation, templates and designs of goods offered or sold, algorithms, architecture, class libraries, and documentation (both printed and electronic), know-how, good will, moral rights, trade secrets, and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements, or extensions thereof shall remain the sole and exclusive property of Alpha, and you shall have no interest in them whatsoever. Alpha is the sole owner of its services. All right, title, and interest in and to the services are and will remain Alpha’s exclusive property. Our intellectual property rights in the services are protected by copyright and trademark laws of the United States and international treaties, as well as other domestic and international laws. Nothing in these terms gives you a right to use Alpha’s trademarks, logos, domain names, or other distinctive brands. There is also nothing in these terms that gives you the right to copy the services, to copy any feature or portion of the services, or create a derivative of the services, all of which is expressly prohibited. Unless prohibited by law, any feedback, comments, or suggestions you may provide regarding the services are entirely voluntary, and Alpha will be free to use your feedback, comments, or suggestions as Alpha sees fit and without any obligation or approval to you whatsoever. 7. SUBMISSIONS & USE BY OTHERS You are solely responsible for the contents of your transmissions through the services. It is a condition of your use of these services to ensure all the information you provide to Alpha is correct, current, complete, and that you have the right or authorization to submit such information. Your use of the services is subject to all applicable local, state, national, and international laws and regulations and the license and use restrictions set forth above. You agree to monitor the use of the services by any other person, whether an employee, agent, or otherwise, who is acting on your behalf or at your direction for any activity that violates applicable laws, rules, and regulations or any of these terms, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the services from further use of the services. You agree to provide a resource for users of the services to report abuse of the services at your operations. As between you and Alpha, you are responsible for all acts and omissions of your end users in connection with yours and their use of the services. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of the services and you represent and warrant that you have provided such notices and obtained such consents before submitting or allowing end users to submit information to Alpha. 8. INDEMNIFICATION You agree to immediately notify Alpha of and indemnify and hold Alpha, its parents, subsidiaries, affiliates, officers, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the services, (including any breach of security attributable to your use of the services), the violation of these terms by you, or infringement by you, or another user using your computer, of any intellectual property or other right of any person or entity. 9. INFORMATION PURPOSES ONLY THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. YOU ACKNOWLEDGE THAT THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES MAY NOT BE ACCURATE, TIMELY, COMPLETE, OR FIT FOR YOUR PARTICULAR PURPOSE. THE INFORMATION AND OTHER MATERIAL AVAILABLE ON THE SERVICES IS OF A GENERAL NATURE AND DOES NOT ADDRESS THE CIRCUMSTANCES OF ANY PARTICULAR INDIVIDUAL OR ENTITY. YOU ASSUME THE SOLE RISK AND RESPONSIBILITY OF EVALUATING THE INFORMATION AND OTHER MATERIAL AVAILABLE THROUGH THE SERVICES BEFORE MAKING ANY DECISIONS. YOU AGREE NOT TO HOLD ALPHA LIABLE FOR ANY DECISION YOU MAKE BASED ON THE INFORMATION OR MATERIALS AVAILABLE ON THE SERVICES. 10. DISCLAIMER OF WARRANTIES YOU AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALPHA (INCLUDING, WITHOUT LIMITATION, ITS PARENTS, AFFILIATES, INDEPENDENT CONSULTANTS, SUBCONTRACTORS, DISTRIBUTORS, OR ANY CLIENT OF ALPHA (COLLECTIVELY, “ALPHA THIRD PARTIES”)) ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, OR MIS-DELIVERY OF THE SERVICES, OR FOR FAILURE TO STORE ANY OF YOUR DATA. ALPHA AND ALPHA THIRD PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, QUIET ENJOYMENT, TITLE, MERCHANTABILITY, AND INFORMATIONAL CONTENT. NEITHER ALPHA NOR ANY ALPHA THIRD PARTIES MAKE ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR OR VIRUS-FREE. NOR DO ALPHA OR ANY ALPHA THIRD PARTIES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY ERRORS IN THE INFORMATION PRESENTED IN THE SERVICES WILL BE CORRECTED, REGARDLESS OF ALPHA’S KNOWLEDGE OF ANY SUCH ERROR. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO A COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. ALPHA DOES NOT GUARANTEE THE SECURITY OF THE SERVICES OR THE PREVENTION FROM LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO, YOUR DATA, OR THAT THE SERVICES WILL BE FREE OF VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS. ALPHA MAY MODIFY, SUSPEND, OR DISCONTINUE OFFERING THE SERVICES AT ANY TIME AND FOR ANY REASON WITHOUT NOTICE OR COMPENSATION TO YOU. THE SERVICES MAY BECOME UNAVAILABLE DUE TO MAINTENANCE, OUTAGE, OR ANY OTHER REASON WHATSOEVER. ALPHA MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER RELATING TO OR RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, MISTAKES, OMISSIONS, SERVICE INTERRUPTIONS, DELETION OF FILES, LOSS OR MODIFICATION OF CONTENT OR DATA, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, COMMUNICATION FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO ANY SERVER, RECORDS, PROGRAMS, OR SERVICES, WHETHER OR NOT LIMITED TO CIRCUMSTANCES BEYOND ALPHA’S CONTROL. THE SERVICES MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES NOT AFFILIATED WITH ALPHA IN ANY WAY. THESE LINKS ARE PROVIDED TO YOU ONLY AS A CONVENIENCE AND ARE NOT UNDER ALPHA’S CONTROL. ALPHA IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED WEBSITE, OR ANY LINK CONTAINED ON A WEBSITE LINKED THROUGH THE SERVICES. THE LINKS ALPHA PROVIDES DO NOT IMPLY THAT ALPHA HAS ENDORSED ANY THIRD-PARTY WEBSITE THAT A LINK IS PROVIDED FOR. ALPHA MAKE NO REPRESENTATION OR WARRANTY THAT THE INFORMATION PROVIDED VIA THE SERVICES IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU CHOOSE TO ACCESS THE SERVICES FROM OUTSIDE THE UNITED STATES, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, IF AND TO THE EXTENT LOCAL LAWS ARE APPLICABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 11. LIMITATION OF LIABILITY IN NO EVENT WILL ALPHA, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS AND EMPLOYEES, OR ANY ALPHA THIRD PARTIES BE LIABLE TO YOU FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE FOR LOSS OF PROFITS, REVENUE, OR GOODWILL, USE, DATA OR OTHER INTANGIBLES, WHETHER THE CLAIM IS BASED UPON CONTRACT, BREACH OF WARRANTY, TORT, OR OTHER THEORY, RESULTING FROM OR CONCERNING THE USE OR THE INABILITY TO USE THE SERVICES OR YOUR FAILURE TO COMPLY WITH THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF ALPHA OR ANY ALPHA THIRD PARTIES FOR ANY CAUSE OF ACTION OR REASON WHATSOEVER EXCEED ANY AMOUNTS PAID BY YOU TO ALPHA, OR, IN THE EVENT YOU HAVE PAID NO SUCH AMOUNTS, $100.00 USD. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS IS TO DISCONTINUE THE USE OF THE SERVICES. THE LIABILITY OF ANY PARTY UNDER THESE TERMS SHALL BE CUMULATIVE AND NOT PER INCIDENT. ALPHA DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO: 1. ANY ERRORS IN OR OMISSIONS IN THE SERVICES AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS; 2. ANY ERRORS OR OMISSIONS FROM RESULTING FROM YOUR USE OF THE SERVICES; 3. ANY THIRD-PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS ON ALPHA’S WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM; 4. THE UNAVAILABILITY OF THE SERVICES, ALPHA’S WEBSITE, OR ANY PORTION THEREOF; 5. YOUR USE OF THE SERVICES AND/OR ANY ERRORS OR OMISSIONS IN DATA ENTRY BY YOU; OR 6. YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES. YOU MUST COMMENCE ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 12. NOTICES Unless otherwise provided herein or in another express, written agreement between you and Alpha, notices given by Alpha to you will be given by email. Notices will be sent to the email address you provide to Alpha in using the services, or to updated addresses which you provide to Alpha via notice consistent with this paragraph. Notices given by you to Alpha must be given by email to info@alphamotors.us or such updated address and number as Alpha may provide you consistent with this notice provision. Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the email address last provided by you to Alpha shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. 13. GOVERNING LAW, JURISDICTION, & VENUE These terms shall be governed by and construed in accordance with the laws of the State of California notwithstanding any conflict of laws provisions. You irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts of California located in San Bernadino County (the “California Courts”) for any litigation or controversy arising out of or relating to these terms, (ii) agree not to commence any litigation arising out of or relating to these terms except in the California Courts, and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum. 14. GENERAL These terms set forth the entire agreement between you and Alpha regarding your use of the services. These terms supersede all prior agreements, writings, commitments, and discussions unless otherwise indicated. If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. The section titles in these terms are solely used for the convenience of the parties and have no legal or contractual significance. These terms may be assigned in whole or in part by Alpha. These terms may not be assigned in any manner by you without the prior express, written permission of Alpha. Alpha may revise these terms at any time in Alpha’s sole discretion by providing you with email notification of the same. Continued use of Alpha’s services following any change constitutes your acceptance of the change. If you have questions regarding these terms, please contact Alpha at info@alphamotors.us.

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