CM WELDING, INC.

TERMS OF USE AND SALE

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Effective Date: 01/01/2013

PLEASE READ THESE TERMS CAREFULLY. THEY AFFECT YOUR LEGAL RIGHTS.

IMPORTANT ARBITRATION AND CLASS-ACTION NOTICE

SECTION 16 REQUIRES MOST DISPUTES TO BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION, NOT IN COURT, AND INCLUDES A CLASS-ACTION AND JURY-TRIAL WAIVER. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS PROVIDED IN SECTION 16.12.

 

These Terms of Use and Sale (the "Terms") govern access to and use of the CM Welding, Inc. website, online store, digital content, communications, and related services, and direct purchases of CM Welding products where these Terms are incorporated into the transaction.

 

Quick Reference

Sections 1-2: Acceptance, authority, and definitions.

Sections 3-5: Orders, product use, warranty, and performance limitations.

Sections 6-12: Website use, intellectual property, user submissions, privacy, DMCA, and termination.

Sections 13-15: Indemnification, limitation of liability, and force majeure.

Section 16: Mandatory individual arbitration, class-action waiver, jury-trial waiver, opt-out, and mass-arbitration procedures.

Sections 17-21: Governing law, claim deadlines, changes, general provisions, and contact information.

 

1. Acceptance; Contract Formation; Eligibility

1.1 Acceptance. These Terms form a binding agreement between you and CM Welding, Inc. ("CM," "CM Welding," "we," "us," or "our"). You accept these Terms by clicking an "I Agree," "Accept," "Place Order," "Submit," or similar button presented with a conspicuous link to these Terms; by creating an account; by placing or confirming an order that incorporates these Terms; by submitting content through the Site; or by otherwise using the Services after being given conspicuous notice that use constitutes acceptance. Mere availability of these Terms on the Site is not intended to replace affirmative assent where affirmative assent is reasonably practicable.

1.2 No Acceptance. If you do not agree to these Terms and the Privacy Policy, do not access or use the Services, submit Content, or purchase Products directly from CM.

1.3 Authority. If you use the Services or purchase Products on behalf of a company, farm, partnership, trust, governmental body, or other organization, you represent and warrant that you have authority to bind that entity. "You" then includes both you and that entity.

1.4 Age and Capacity. You must be at least 18 years old and legally capable of entering into a binding contract. The Services are not directed to children under 13, and CM does not knowingly solicit personal information from children.

1.5 Separate Agreements. A signed quotation, purchase order accepted by CM, dealer agreement, limited warranty, return policy, installation instruction, or other written agreement issued or signed by CM may contain additional terms. If an express conflict exists, the more specific written term controls only for its subject matter. A customer purchase order or other customer form does not modify these Terms unless CM expressly agrees in a writing signed by an authorized CM officer.

2. Definitions

"Commercial Customer" means a person or entity acquiring Products primarily for agricultural, trade, business, professional, governmental, or resale purposes.

"Consumer" means an individual acquiring Products or Services primarily for personal, family, or household purposes, as determined under applicable law and the administering arbitration provider's rules.

"Content" means all text, data, software, graphics, photographs, audio, video, product information, downloads, designs, trademarks, and other material made available through the Services.

"CM Parties" means CM, its parents, subsidiaries, affiliates, successors, assigns, dealers acting within authorized roles, licensors, suppliers, and each of their officers, directors, employees, contractors, and agents.

"Feedback" means ideas, suggestions, proposals, product concepts, improvements, comments, or other feedback concerning CM, the Services, or Products.

"Products" means concaves, bars, disruptors, components, parts, accessories, and other goods sold directly by CM or for which CM expressly incorporates these Terms.

"Services" means the Site, online store, accounts, forms, communications, Content, digital features, customer-support interfaces, and direct sale of Products where these Terms are incorporated.

"Site" means cmweldinginc.com and any successor or CM-controlled website or online storefront linking to these Terms.

"User Content" means content, photographs, videos, testimonials, reviews, comments, data, or other material submitted by a user through the Services, excluding Feedback.

3. Orders; Prices; Payment; Delivery; Returns

3.1 Listings and Orders. Product descriptions, prices, availability statements, and other Site content are invitations to submit an order and are not binding offers. CM may accept or reject any order in its discretion, including for pricing errors, suspected fraud, availability, export-control concerns, credit risk, or incompatibility. An automated acknowledgment confirms receipt only. A contract of sale is formed when CM sends an express acceptance, ships the Product, or otherwise confirms acceptance in writing.

3.2 Product Information. CM may revise specifications, designs, components, packaging, and availability without notice, provided that any material substitution in an accepted order will be communicated where required by law. Photographs and illustrations are representative and may not depict every model-specific configuration.

3.3 Prices and Taxes. Prices are stated in U.S. dollars unless otherwise specified and exclude taxes, duties, brokerage, freight, installation, and similar charges unless expressly included. You are responsible for all applicable taxes and governmental charges, except taxes imposed on CM's net income. CM may correct pricing or clerical errors before shipment and will provide the option to cancel if a corrected price is higher.

3.4 Payment. Payment is due as stated at checkout, on the invoice, or in the accepted quotation. You authorize CM and its payment processors to charge the payment method provided. You represent that payment information is accurate and that you are authorized to use it. Commercial Customers must pay undisputed amounts without setoff, deduction, chargeback, or counterclaim, except where prohibited by law.

3.5 Commercial Credit and Security Interest. If CM extends credit to a Commercial Customer, all amounts are due under the stated credit terms. To secure payment, the Commercial Customer grants CM a purchase-money security interest in the Products and identifiable proceeds until paid in full and authorizes CM to file financing statements where permitted. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs and attorneys' fees.

3.6 Shipping, Title, and Risk. Shipping dates are estimates, not guarantees. Unless CM agrees otherwise in writing, title and risk of loss pass upon delivery to the carrier at CM's shipping point, subject to applicable consumer law. Partial shipments are permitted. Claims for shipping damage must be made promptly to the carrier and CM, with photographs and packaging retained.

3.7 Inspection. Commercial Customers must inspect Products promptly after delivery and notify CM in writing of visible shortages, shipping damage, or nonconformity within 10 business days. Failure to give timely notice constitutes acceptance of visible conditions, without waiving rights for latent defects covered by an applicable written warranty or rights that cannot lawfully be waived.

3.8 Cancellations and Returns. Orders may be canceled or Products returned only under CM's then-current written cancellation and return policies, available at [RETURNS POLICY URL], or as required by law. Custom, modified, special-order, installed, used, or damaged Products may be nonreturnable. Approved returns require prior authorization and may be subject to inspection, restocking, refurbishment, freight, and handling charges disclosed in the applicable policy.

3.9 Dealer Purchases. Independent dealers are separate businesses. Unless CM expressly agrees otherwise, a dealer controls its own pricing, sale terms, installation, representations, and return process. CM is not bound by a dealer statement that conflicts with CM's written specifications, instructions, or warranty. Any CM limited warranty applies only according to its written terms.

4. Product Compatibility, Installation, Operation, and Performance

4.1 Compatibility. You are responsible for providing accurate combine model, serial number, crop application, and configuration information. Model-specific fitment does not mean that every machine, modification, attachment, software setting, or operating condition is identical. Confirm compatibility before installation and operation.

4.2 Installation and Safety. Products must be installed, adjusted, inspected, maintained, and operated by qualified persons in accordance with CM instructions, applicable OEM manuals, safety notices, and law. Disconnect power, secure the machine, use required lifting and protective equipment, and follow lockout/tagout procedures. Stop operation immediately if any unsafe condition, abnormal vibration, interference, damage, or unexpected contact is observed.

4.3 Machine Settings and Other Components. Product performance may be materially affected by rotor speed, concave clearance, fan and sieve settings, crop type, moisture, yield, throughput, field conditions, maintenance, operator practices, wear, other aftermarket components, and machine modifications. You remain responsible for machine settings and safe operation.

4.4 Performance Statements. Statements regarding rotor loss, crop flow, capacity, ground speed, grain quality, fuel use, durability, or other performance describe design objectives, historical field experience, customer reports, documented comparisons, or internal evaluations under particular conditions. They are not guarantees of identical results in every machine or condition. Actual results vary.

4.5 No Universal Configuration. No spacing, concave, or machine setting is represented as optimal for every crop, moisture level, yield, machine architecture, throughput, or operating condition. The fact that one configuration performs differently under different conditions does not constitute a Product defect.

4.6 Unauthorized Modification. Welding, cutting, bending, machining, misuse, improper installation, use outside specified applications, or combination with incompatible parts may create safety risks and may void any applicable warranty to the extent causally related to the modification or misuse.

5. Limited Warranty; Disclaimer of Warranties

5.1 Written Limited Warranty Controls. Any express Product warranty is only the written CM limited warranty in effect for the applicable Product and transaction, available at [LIMITED WARRANTY URL] or supplied with the Product. If these Terms conflict with that limited warranty, the limited warranty controls only as to warranty coverage, duration, exclusions, and remedies.

5.2 No Oral Modification. No dealer, distributor, employee, representative, website statement, advertisement, testimonial, or course of dealing creates or modifies a warranty unless contained in a writing signed by an authorized CM officer. Technical assistance and recommendations are provided in good faith but do not shift responsibility for fitment, settings, installation, or operation.

5.3 Disclaimer. EXCEPT FOR AN EXPRESS WRITTEN LIMITED WARRANTY AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, CONTENT, AND PRODUCTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." CM DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

5.4 No Guaranteed Outcome. WITHOUT LIMITING SECTION 5.3, CM DOES NOT WARRANT THAT A PRODUCT WILL ELIMINATE ROTOR LOSS, PREVENT OVERLOAD, ACHIEVE A PARTICULAR CAPACITY, SPEED, YIELD, SAMPLE QUALITY, FUEL SAVING, SERVICE LIFE, OR ECONOMIC RETURN, OR OPERATE WITHOUT PLUGGING, WEAR, ADJUSTMENT, OR INTERRUPTION UNDER EVERY CONDITION.

5.5 Statutory Rights. Some jurisdictions do not permit certain warranty exclusions or limitations. Nothing in these Terms excludes a warranty or remedy that applicable law does not permit the parties to exclude. Consumers may have rights that vary by jurisdiction. Where the Magnuson-Moss Warranty Act or another mandatory law applies, these Terms will be construed consistently with that law and the applicable written warranty.

6. Limited License to Use the Site and Content

Subject to these Terms, CM grants you a limited, personal, nonexclusive, nontransferable, nonsublicensable, revocable license to access and use the Site and Content for lawful informational and purchasing purposes. No ownership right is transferred.

You may not, except as expressly authorized in writing or permitted by nonwaivable law:

copy, reproduce, republish, distribute, display, transmit, sell, license, scrape, frame, mirror, archive, or commercially exploit the Site or Content;

modify, translate, reverse engineer, decompile, disassemble, discover source code, or create derivative works from software or protected technical materials;

use bots, spiders, scrapers, automated queries, data-mining tools, or similar means, except that public search engines may index publicly accessible pages in accordance with robots.txt and CM instructions;

circumvent security, access controls, rate limits, or measures restricting use or copying;

interfere with the Site, servers, networks, or another user; introduce malware; test vulnerabilities without written authorization; or gain unauthorized access;

harvest personal information, send spam, impersonate another person, or use the Services for unlawful, fraudulent, misleading, or abusive activity;

use CM Content, product photographs, specifications, or Marks to train an artificial-intelligence model, create a competing dataset, or develop a competing product without written authorization, except to the extent such restriction is prohibited by law.

CM may suspend, restrict, or discontinue any Site feature at any time. CM may preserve and disclose information where reasonably necessary to comply with law, enforce these Terms, protect rights or safety, or investigate misuse, subject to the Privacy Policy.

7. Intellectual Property; Trademarks; Patent Notices

The Services, Content, site design, software, photographs, video, text, technical materials, and other materials are owned by or licensed to CM and are protected by copyright, trademark, patent, trade-secret, unfair-competition, and other laws. All rights not expressly granted are reserved.

CM names, product names, logos, slogans, trade dress, and other source identifiers are trademarks or service marks of CM or their respective owners. Use of a symbol such as TM, SM, or the registered symbol must correspond to the applicable legal status. Nothing in these Terms grants a trademark license.

Patent references are provided for identification and historical information. A patent number does not represent that every Product is covered by every claim or that a patent remains in force. Product marking, if any, is governed by CM's then-current marking practices and applicable law.

8. User Content and Feedback

8.1 Responsibility. You are solely responsible for User Content. You represent and warrant that you own or control all necessary rights; that your submission and CM's authorized use will not violate law, contract, privacy, publicity, confidentiality, intellectual-property, or other rights; and that the User Content is accurate and not deceptive, defamatory, harmful, or unlawful.

8.2 License to User Content. By submitting User Content, you grant the CM Parties a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, fully paid, transferable, sublicensable license to host, store, reproduce, modify for formatting, translate, publish, distribute, display, perform, create derivative works from, and otherwise use that User Content in connection with operating, improving, supporting, documenting, and promoting CM, the Services, and Products. This license does not transfer ownership of your preexisting User Content.

8.3 Testimonials and Publicity. If you submit a testimonial, review, photograph, video, or other material for publication or marketing, you authorize CM to use your submitted name, business or farm name, voice, image, likeness, and statements in connection with that material, without additional compensation, unless prohibited by law or expressly agreed otherwise. CM will handle personal information under the Privacy Policy and will not publish private contact or payment information merely because it was provided for a transaction.

8.4 Feedback. Do not submit confidential or proprietary ideas through the Services. To the fullest extent permitted by law, you hereby assign to CM all right, title, and interest in Feedback, including all intellectual-property rights. To the extent an assignment is ineffective, you grant CM an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use and exploit the Feedback for any purpose without restriction or compensation. You will execute reasonable documents needed to confirm those rights.

8.5 Moderation. CM may review, refuse, remove, edit, preserve, or disclose User Content, but has no obligation to monitor it. Removal does not waive any right or remedy.

9. Third-Party Services, Dealers, and Links

The Services may link to third-party websites, platforms, manufacturers, dealers, payment processors, carriers, or other services. Those parties are independent and may impose separate terms and privacy practices. CM does not control or endorse third-party content merely by linking to it and is not responsible for third-party acts, omissions, availability, security, statements, transactions, or content, except to the extent liability cannot lawfully be disclaimed.

10. Privacy; Electronic Communications

CM's Privacy Policy, available at [PRIVACY POLICY URL], explains how CM collects, uses, discloses, and protects personal information and is incorporated into these Terms. If these Terms conflict with the Privacy Policy on a privacy-specific subject, the Privacy Policy controls for that subject.

You consent to receive transaction-related communications electronically, including order confirmations, invoices, disclosures, notices, and records. You may retain copies for your records. Marketing communications are subject to applicable consent and opt-out requirements.

11. Copyright Complaints and DMCA Procedure

CM respects intellectual-property rights. A copyright owner or authorized agent who believes material on the Site infringes a copyright may send a notice satisfying 17 U.S.C. § 512(c)(3) to CM's designated agent:

CM Welding, Inc.
Attn: DMCA Agent
4496 N County Rd 0 EW
Frankfort, Indiana 46041
Email: [DMCA EMAIL]
Telephone: [DMCA PHONE]

The notice must include: (a) a physical or electronic signature; (b) identification of the copyrighted work or a representative list; (c) identification and location of the allegedly infringing material; (d) contact information; (e) a good-faith statement that the disputed use is not authorized; and (f) a statement under penalty of perjury that the information is accurate and the sender is authorized to act.

A counter-notice must satisfy 17 U.S.C. § 512(g)(3), including consent to the jurisdiction of the U.S. District Court for the Southern District of Indiana, Indianapolis Division, or, if the submitter resides outside the United States, any judicial district in which CM may be found, and acceptance of service from the complaining party. CM may restore material as permitted by law. False notices or counter-notices may create liability. The designated-agent information must match CM's current registration in the U.S. Copyright Office directory.

12. Suspension and Termination

CM may suspend or terminate access, cancel an account, refuse service, remove content, or cancel an unaccepted order if CM reasonably believes you violated these Terms, created legal or security risk, failed to pay, engaged in fraud or abuse, or if continued service is impracticable. Where feasible, CM may provide notice and an opportunity to cure, but is not required to do so where immediate action is reasonably necessary.

You may stop using the Services at any time. Termination does not affect accrued payment obligations, accepted orders, warranty terms, licenses already granted, dispute-resolution provisions, or provisions intended by their nature to survive.

13. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless the CM Parties from claims, demands, actions, investigations, damages, judgments, settlements, penalties, losses, liabilities, liens, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your breach of these Terms; (b) your User Content or Feedback; (c) your unlawful, negligent, reckless, or unauthorized use, installation, modification, resale, or operation of a Product or the Services; (d) your violation of another person's rights; (e) inaccurate fitment or machine information supplied by you; or (f) taxes, duties, or regulatory obligations for which you are responsible.

This Section does not require a Consumer to indemnify CM for CM's own negligence, willful misconduct, or violation of law where such indemnification is prohibited. CM may control the defense with counsel of its choice; you will cooperate and may participate with separate counsel at your expense. You may not settle a covered claim in a manner that admits liability by a CM Party, imposes nonmonetary obligations, or fails to provide an unconditional release without CM's written consent.

14. Limitation of Liability

14.1 Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CM PARTIES WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST YIELD, LOST CROP, LOSS OF USE, DOWNTIME, SUBSTITUTE EQUIPMENT, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CM PARTIES ARISING OUT OF OR RELATING TO A PRODUCT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO CM FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. FOR A CLAIM RELATING ONLY TO THE SITE OR A FREE SERVICE, AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID CM FOR THAT SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14.3 Commercial Allocation of Risk. Commercial Customers acknowledge that pricing reflects this allocation of risk and that these limitations are an essential basis of the bargain. The exclusions apply notwithstanding failure of an exclusive remedy's essential purpose, to the extent permitted by law.

14.4 Nonwaivable Liability. Nothing in these Terms excludes or limits liability to the extent a limitation is prohibited by law, including liability that cannot be waived for fraud, willful misconduct, or certain personal injury or consumer claims. In such a jurisdiction, liability is limited to the maximum extent permitted.

15. Force Majeure

CM is not liable for delay or failure caused by events beyond its reasonable control, including severe weather, crop or market disruption, fire, flood, epidemic, pandemic, war, terrorism, civil disorder, labor dispute, transportation interruption, carrier delay, supplier failure, material shortage, utility or telecommunications outage, cyberattack, governmental action, embargo, sanction, export restriction, or act of God. CM may allocate available inventory among customers and may extend performance for the duration of the event plus a reasonable recovery period. Payment obligations for Products already delivered are not excused.

16. Mandatory Individual Arbitration; Class-Action and Jury-Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION OF MOST DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND CM MAY SEEK RELIEF.

16.1 Informal Notice and Good-Faith Resolution

Before commencing arbitration or a court action, the claimant must send an individualized written Notice of Dispute by certified mail or recognized overnight delivery to CM Welding, Inc., Attn: Legal Dispute Notice, 4496 N County Rd 0 EW, Frankfort, Indiana 46041, and by email to [LEGAL NOTICE EMAIL]. A notice to you may be sent to the postal or email address associated with your order or account.

The Notice of Dispute must be personally signed by the claimant and include: the claimant's full name and contact information; relevant order, invoice, and Product information; a detailed description of the facts and legal basis; the specific relief requested and a good-faith calculation of any monetary demand; and the claimant's counsel, if any. The parties will attempt in good faith to resolve the Dispute for 45 days after a complete notice is received. Either party may request an individual settlement conference by telephone or videoconference. Limitations periods and filing deadlines are tolled during that 45-day period. Compliance with this Section is a condition precedent to arbitration or litigation, except where emergency relief is necessary to prevent imminent, irreparable harm.

16.2 Agreement to Arbitrate

Except for the exclusions in Section 16.6, you and CM agree that every dispute, claim, or controversy between you and any CM Party arising out of or relating to the Services, Products, advertising, representations, orders, invoices, warranties, installation, performance, privacy, communications, these Terms, any prior version of these Terms, or the parties' relationship (a "Dispute") will be resolved exclusively by final and binding individual arbitration. This agreement applies to claims based on contract, warranty, tort, statute, regulation, equity, fraud, misrepresentation, product liability, privacy, intellectual property, or any other legal theory, whether arising before or after acceptance of these Terms, to the fullest extent permitted by law.

16.3 Federal Arbitration Act; Delegation

The Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the "FAA"), governs the interpretation and enforcement of this Section because these Terms and covered transactions involve interstate or foreign commerce. A court of competent jurisdiction will decide whether an arbitration agreement was formed and whether a person or entity accepted it. Except for that formation issue and the specific court-reserved issues in Sections 16.8 and 16.9, the arbitrator has exclusive authority to decide all threshold and merits issues, including the scope, applicability, interpretation, enforceability, waiver, or unconscionability of this Section and any defense to arbitration.

16.4 Administrator and Rules

The arbitration will be administered by the American Arbitration Association ("AAA") or its international division, the International Centre for Dispute Resolution ("ICDR"), under the rules in effect when the arbitration is filed, as follows:

If the claimant is a Consumer and the AAA determines its Consumer Arbitration Rules apply, the AAA Consumer Arbitration Rules and Consumer Due Process Protocol apply.

If the Dispute is not a consumer dispute and both parties are domiciled in the United States, the AAA Commercial Arbitration Rules apply.

If the Dispute is not a consumer dispute and either party is domiciled outside the United States, the ICDR International Arbitration Rules apply.

If the AAA or ICDR determines that its Mass Arbitration Supplementary Rules apply, those rules and the applicable mass-arbitration fee schedule also apply.

The current rules are available from www.adr.org or by calling 1-800-778-7879. If the designated administrator is unavailable for reasons unrelated to CM's failure to comply with applicable rules, the parties will use JAMS under the corresponding consumer or commercial rules, or a court will appoint an arbitrator under FAA § 5. If the AAA declines a Consumer case because CM failed to comply with applicable AAA consumer standards, the Consumer may elect JAMS or a court of competent jurisdiction.

16.5 Arbitrator; Procedure; Hearing Location

A single neutral arbitrator will decide the Dispute, except that a nonconsumer Commercial Dispute seeking more than $1,000,000, exclusive of interest and attorneys' fees, will be heard by three arbitrators if either party elects three in its demand or response. Arbitrators must be experienced in commercial contracts, agricultural equipment, product disputes, or the principal subject matter.

Consumer hearings may be conducted by documents, telephone, videoconference, in the Consumer's county of residence, or at another location required by the applicable rules. U.S. Commercial hearings will be seated in Indianapolis, Indiana, unless the parties agree otherwise. International Commercial arbitrations will have their legal seat in Indianapolis, Indiana, will be conducted in English, and may be heard remotely or elsewhere without changing the seat. The arbitrator may permit reasonable, proportional information exchange and may grant dispositive relief consistent with the governing rules.

16.6 Excluded Claims and Provisional Relief

Either party may: (a) bring an individual claim within the jurisdiction of a small-claims court and keep it there; (b) seek temporary, preliminary, or emergency injunctive relief in a court to protect intellectual property, confidential information, data security, physical safety, or the status quo pending arbitration; (c) file a report or complaint with a governmental agency, which may pursue relief authorized by law; or (d) pursue a claim that applicable law makes nonarbitrable. Seeking provisional relief does not waive arbitration of the merits. Claims for nonpayment by a Commercial Customer may be brought in arbitration or, at CM's election, in a court identified in Section 17, but any counterclaim remains subject to this Section to the fullest extent permitted by law.

16.7 Fees and Costs

Consumer fees will be allocated under the AAA Consumer Rules and applicable law. CM will pay the amounts the applicable rules require a business to pay. For an individual Consumer claim seeking less than $25,000, CM will, upon written request, reimburse the Consumer's initial AAA filing fee after the case is accepted, unless the arbitrator determines the claim was filed for harassment, was patently frivolous, or was materially misrepresented. Commercial arbitration fees will be allocated under the applicable rules. Each party bears its own attorneys' fees unless a statute, these Terms, or the award permits fee shifting.

16.8 Individual Relief Only; Class, Collective, and Representative Waiver

YOU AND CM AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY. NO DISPUTE MAY BE ARBITRATED OR LITIGATED AS A CLASS, COLLECTIVE, CONSOLIDATED, JOINT, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION, AND NO ARBITRATOR MAY PRESIDE OVER OR AWARD RELIEF FOR MORE THAN ONE PERSON'S CLAIMS, EXCEPT WITH THE EXPRESS WRITTEN CONSENT OF ALL PARTIES OR AS PURELY ADMINISTRATIVE COORDINATION UNDER THE AAA MASS ARBITRATION SUPPLEMENTARY RULES WITHOUT MERGING THE INDIVIDUAL MERITS OR REMEDIES.

The arbitrator may award declaratory or injunctive relief only to the individual party and only to the extent necessary to resolve that party's individual claim. A court, not an arbitrator, will decide any challenge to the validity or enforceability of this Section 16.8. If applicable law prohibits waiver of a claim for public injunctive relief, that claim alone will be severed and heard in court after completion of the individual arbitration of all arbitrable claims, and the court action will be stayed to the fullest extent permitted.

16.9 Mass Arbitration Procedures

Where the AAA determines that multiple similar demands constitute a mass arbitration, the AAA Mass Arbitration Supplementary Rules and applicable fee schedule govern. Each claimant must have completed Section 16.1 and must submit an individualized, personally signed demand containing claimant-specific facts and requested relief. Coordinated counsel must provide all spreadsheets, affirmations, and information required by the AAA. The Process Arbitrator appointed under the AAA rules has authority to decide administrative and threshold issues assigned by those rules. The parties will participate in any global mediation required or offered under the applicable mass-arbitration procedures. Limitations periods remain tolled as provided by the applicable rules. Administrative batching or coordination does not authorize class arbitration, consolidated merits adjudication, or nonindividual relief.

16.10 Award; Remedies; Confidentiality; Enforcement

The arbitrator may award any individual remedy available in court under applicable substantive law, subject to valid contractual limitations. The award must be written and state the essential findings and conclusions. The arbitration, submissions, evidence, and award will be confidential except as reasonably necessary to conduct the proceeding, comply with law, protect a legal right, or confirm, enforce, modify, or vacate the award. Judgment may be entered in any court having jurisdiction. Review is limited to the grounds provided by the FAA or other mandatory law.

16.11 Jury-Trial Waiver for Court Proceedings

TO THE FULLEST EXTENT PERMITTED BY LAW, FOR ANY DISPUTE THAT PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND CM KNOWINGLY AND IRREVOCABLY WAIVE TRIAL BY JURY.

16.12 Thirty-Day Right to Opt Out

You may opt out of this arbitration agreement by sending a personally signed written notice within 30 days after first accepting these Terms. The notice must include your full name, postal address, email address, order or account information if applicable, and the statement: "I opt out of the arbitration agreement in CM Welding's Terms of Use and Sale." Send it by certified mail to CM Welding, Inc., Attn: Arbitration Opt-Out, 4496 N County Rd 0 EW, Frankfort, Indiana 46041, or by email from the address associated with your account or order to [ARBITRATION OPT-OUT EMAIL]. A notice applies only to the person or entity identified, may not be submitted in bulk by a third party, and does not opt out of any separate arbitration agreement. Opting out will not affect your ability to purchase Products or use the Services. If you timely opt out, Sections 16.1 and 17-21 still apply, but Sections 16.2-16.10 do not.

16.13 Changes to Arbitration Terms

CM will not apply a materially revised arbitration provision retroactively to a Dispute of which CM had actual written notice before the revision became effective. If CM makes a material change to this Section, CM will provide conspicuous notice and a new 30-day opportunity to opt out of that change. Rejecting a change leaves the previously accepted arbitration provision in effect.

16.14 Severability and Survival

Except as stated in Section 16.8, if any portion of this Section is unenforceable, it will be severed or narrowed to the minimum extent necessary and the remainder will be enforced. If Section 16.8 is finally held unenforceable as to a particular claim and that defect cannot be cured by severance, only that claim may proceed in court; all other claims remain in individual arbitration. This Section survives termination, payment, delivery, cancellation, and any transfer of the parties' relationship.

17. Governing Law and Courts for Nonarbitrable Matters

The FAA governs Section 16. Except for choice-of-law rules and mandatory consumer protections, Indiana law governs these Terms, the Services, and direct Product sales. The United Nations Convention on Contracts for the International Sale of Goods is excluded. Any court proceeding permitted under these Terms must be brought exclusively in the state courts located in Clinton County, Indiana, or the U.S. District Court for the Southern District of Indiana, Indianapolis Division, and each party consents to personal jurisdiction and venue there. A Consumer retains any nonwaivable right to bring a permitted claim in another forum required by applicable law.

18. Contractual Time Limit to Bring Claims

Except where a longer period cannot lawfully be shortened, any Dispute must be commenced in arbitration or court within one year after the claim accrued, or it is permanently barred. This limitation does not shorten a nonwaivable statutory period, a valid written warranty period, or a period expressly stated elsewhere in a signed agreement. The informal-resolution period in Section 16.1 tolls this deadline.

19. Changes to These Terms

CM may update these Terms prospectively. The current version will state its effective date. For material changes, CM will provide reasonable notice through the Site, an account, an order workflow, or email where available. Unless a different period is required by law, material changes become effective 30 days after notice. Changes do not alter an accepted order or an accrued Dispute retroactively. Continued use after the effective date constitutes acceptance where legally sufficient; if you do not agree, stop using the Services. Arbitration changes are governed by Section 16.13.

20. General Provisions

20.1 Entire Agreement and Order of Precedence. These Terms, the Privacy Policy, an applicable accepted quotation or order confirmation, the written limited warranty, and incorporated policies constitute the entire agreement concerning their subject matter. In case of conflict: (a) a writing signed by an authorized CM officer; (b) the accepted quotation or order confirmation; (c) the written limited warranty for warranty matters; (d) these Terms; and (e) other Site policies, unless the more specific document expressly states otherwise.

20.2 Assignment. You may not assign or transfer these Terms or an order without CM's prior written consent. CM may assign these Terms, orders, receivables, and related rights to an affiliate, successor, purchaser of assets or equity, financing source, or other assignee. Any prohibited assignment is void.

20.3 No Third-Party Beneficiaries. Except for the CM Parties entitled to enforce protections expressly granted to them, these Terms create no third-party beneficiary rights.

20.4 Severability and Reformation. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and, where permitted, reformed to reflect the parties' intent. The remainder remains effective. Section 16 contains additional severability rules that control arbitration issues.

20.5 No Waiver. A waiver must be in writing and signed by the waiving party. Delay or failure to enforce a provision is not a waiver. A waiver in one instance is not a continuing waiver.

20.6 Construction. Headings are for convenience only. "Including" means "including without limitation." Singular includes plural and vice versa. These Terms will not be construed against either party as drafter. Electronic records and signatures are originals to the fullest extent permitted by law.

20.7 Survival. Provisions concerning payment, intellectual property, Feedback, disclaimers, indemnification, liability, dispute resolution, governing law, claim limitations, and provisions intended by their nature to survive will survive termination or completion of a transaction.

20.8 Language. The controlling language is English. Any translation is for convenience only, except where applicable law requires otherwise.

20.9 Compliance and Export. You will comply with applicable anti-corruption, export-control, sanctions, customs, and import laws. You may not export, reexport, transfer, or use Products or technical information in violation of U.S. law or applicable foreign law.

21. Contact Information

CM Welding, Inc.
4496 N County Rd 0 EW
Frankfort, Indiana 46041
Website: https://www.cmweldinginc.com

Legal notices must be sent as specifically required by Section 16.1 or another applicable provision. General customer-service communications do not constitute legal notice.