Terms & Conditions of Sale



Seller desires to provide its Buyer with prompt and efficient service.However, to negotiate individually the terms and conditions of each sales contract would substantially impair Seller's ability to provide such service. Accordingly, Products furnished and services rendered by Seller are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions on Buyer's order, Seller's performance of any contract is expressly made conditional on Buyer's agreement to Seller's terms and conditions of Sale unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement commencement of performance, shipment and/or delivery shall be for Buyer's convenience only and shall not create any contractual obligation nor shall it be deemed or construed to be acceptance of Buyer's terms and conditions, or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance of any Product Ťor service furnished hereunder shall be deemed assent to and acceptance of all the terms and conditions stated herein. All contracts for the sale of Products shall be construed under and governed by the law of the location of Seller's shipping point.


All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face of the quotation. In case of a conflict between the terms and conditions stated herein and those appearing on the face of the Acknowledgement, the latter shall control. Seller's prices and quotations are subject to the following:

A. All published prices are subject to change without notice.

B. All shipments will be billed at prices in effect on the date of acceptance of Buyer's order.

C. Unless otherwise stated in writing by Seller, all prices quoted shall be exclusive of transportation, insurance, duties and taxes (including without limitation, any use tax, sales tax, or similar tax).

D. Stenographic, typographical, and/or clerical errors are subject to correction.

E. Prices quoted are for Products only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than Seller's standard tests, and other than normal domestic commercial packaging unless expressly agreed to in writing by Seller.

F. Unless credit is granted, payment is due upon delivery. All payments for Products released and shipped on approved credit accounts shall be due in full thirty (30) days from date of invoice therefore. Past due balances shall be subject to a service charge of 1 1/2% per month (18% per annum), but not more than the amounts allowed by law. Partial shipments will be billed as made and payments therefore are subject to the above terms. Seller may cancel or delay delivery of products in the event Buyer fails to make prompt payment therefore, or in the event of an arrearage in Buyer's account with Seller.


Unless otherwise agreed to in writing by Seller, all transportation shall be at the expense of Buyer. Seller reserves the right to ship Products freight collect. Risk of loss and/or damage shall pass to Buyer upon delivery of the Products to the transportation company at the FOB point. Unless otherwise expressly agreed to by Seller in writing, the FOB point shall be the loading dock of Seller's place of business from which the Product is shipped. As used in the clauses appearing herein, delivery shall occur when Products are delivered at the FOB point. Confiscation or destruction of, or damage to Products shall not release, reduce or in any way affect the liability of Buyer therefore. Notwithstanding any defect or nonconformity or any other matter, such risk of loss and/or damage shall remain in Buyer until the Products are returned at Buyer's expense to such place as Seller may designate in writing. All Products must be inspected upon receipt and claims should be filed with the transportation company when there is evidence of shipping damage, either concealed or external.


Seller will make a reasonable effort to observe its dates indicated for delivery or other performance. However, Seller shall not be liable in any way because of any delay in performance hereunder due to acceptance of prior orders, technical difficulties, strike, lockout, riot, war, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or Buyer caused delays, inability to obtain or substantial rises in the price of labor, materials or manufacturing facilities, curtailment of or failure to obtain sufficient electrical or other energy supplies, or compliance with any law, regulation or order, whether valid or invalid, or any cognizant governmental body or any instrumentality thereof whether now existing or hereafter created, or due to any unforeseen circumstances or causes beyond its control. Provided such delay is neither material or indefinite, Seller's performance shall be deemed suspended during and extended for such time as it is so delayed, and thereafter Buyer shall accept performance hereunder. Delay in performance shall not be considered material or indefinite unless it exceeds or is reasonably estimated by Seller to exceed a period of six (6) months. In addition, Seller's inventories and current production must be allocated so as to comply with applicable Government regulations. In the absence of such regulations, Seller reserves the right, in its sole discretion, to allocate inventories and current production and substitute suitable materials when, in its opinion, such allocation or substitution is necessary due to such circumstances or causes. In the interest of conservation of scarce materials, Products may contain recycled parts. Such parts are subject to the same high standards of quality control applied to other materials and components. No penalty of any kind shall be effective against Seller for delays in performance. As used herein, "performance" shall include, without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair or replacement, as applicable.


The furnishing by Seller of a Product to the Buyer shall constitute acceptance of that Product by Buyer, unless notice of defect or nonconformity is received by Seller within thirty (30) days of delivery thereof. Notwithstanding the foregoing, any use of a Product by Buyer, its agents, employees, contractors or licen-sees, for any purpose, after delivery thereof, shall constitute acceptance of that Product by Buyer. Seller may repair or, at its option, replace defective or nonconforming parts after receipt of notice of defect or nonconformity.


Any order for a catalog listed Product accepted by Seller and terminated by Buyer prior to delivery or within thirty (30) days after delivery if the box, container, or packaging is unopened, shall be subject to a termination charge of fifteen percent (15%) of the order value to cover costs of processing and other handling. Termination thereof within thirty (30) days after delivery if the box, container, or other packaging has been opened, shall be subject to a termination charge of twenty-five percent (25%) of the order value to cover the costs of processing and other handling as well as the cost of sending the Product to the factory for retesting and the costs of retesting and repackaging. No order may be terminated after thirty (30) days from the date of delivery except by mutual agreement in writing, and any such agreement to terminate, if any, shall require as a minimum the payment by Buyer of a termination charge of at least twenty-five percent (25%) of the order value.


Seller will at its own expense and as set forth herein, defend any action brought against buyer in respect to any claim that the design or manufacture of any Product in the Seller's commercial line of Products or manufactured to specifications set by the Seller and furnished hereunder, constitutes an infringement of any patents or other intellectual property rights of the United States or Canada. Subject to the provisions in the DAMAGES AND LIABILITY section hereof, Seller will pay all damages and costs either awarded in a suit or paid, in Seller's sole discretion, by way of settlement, which are based on such claim of infringement, provided that Buyer promptly notifies Seller in writing of such claim of infringement and gives Seller full authority, information and assistance in settling or defending such claim, or Seller will, in its sole discretion and at its own expense, either procure a license which will protect Buyer against such claim without cost to Buyer, replace said Product with a non- infringing product, or remove said Product and refund anequitable portion of the price paid by the Buyer to Seller for said Product. Seller shall have no liability whatsoever hereunder with respect to any claims settled by Buyer without Seller's prior written consent. Seller EXPRESSLY EXCLUDES from any liability hereunder and Buyer shall hold Seller harmless from and against any expense, loss, costs, damages or liability resulting from claimed infringement of patents, trademarks, copyrights or other intellectual property rights: (1)arising from a use of or a combination of said Product with other equipment, processed, programming applications or materials not furnished under this contract, (2)based on items made with the Product furnished under this contract, (3)arising out of compliance by Seller with Buyer's designs, specifications or instructions, and/or (4)arising from use or manufacture by anyone of inventions in connection with products or services sold, used or intended for sale or use in performing contracts with the United States or related subcontracts. The foregoing states Seller's entire liability forany claim based upon or related to any alleged infringement of any patent or other intellectual property rights.


Seller warrants each standard product manufactured and sold by it to be free of defects in materials and workmanship for such period of time and under such conditions as are specified herein or as may be specified by Seller on the face of its quotation or otherwise reduced to writing and expressly approved by Seller. The warranty period so specified by Seller shall commence on the date of shipment from Seller to the original purchaser. If no period of time is stated, then Seller's warranty for standard Products is limited to one (1) year from the date of delivery.

Repair or at Seller's option, replacement of defective parts shall be the sole and exclusive remedy under warranty, provided that, Seller may, as an alternative, elect to refund an equitable portion of the purchase price of the Product items expendable in normal use are not covered by this warranty. All warranty replacement or repair of parts shall be limited to Product malfunctions which, in the sole opinion of Seller, are due or traceable to defects in original materials or workmanship. All obligations of Seller under this warranty shall cease in the event of abuse, accident, alteration, misuse or neglect of the Product. In-warranty repaired or replacement parts are warranted only for the remaining unexpired portion of the original warranty period applicable to the repaired or replaced parts. After expiration of the applicable warranty period, Buyer shall be charged at the then current prices for parts, labor, and transportation.

Reasonable care must be used to avoid hazards. Seller expressly disclaims responsibility for loss or damage caused by use of its Products other than in accordance with proper operation procedures.

No warranty is provided by Seller for products sold hereunder which are not manufactured by Seller, but the manufacturer's warranty for such products, if any, shall be assigned to the Buyer without recourse to Seller.



Seller warrants that at the time of delivery expendable items or Products manufactured and sold by it hereunder are free of defects in material and workmanship and conform with Seller's specifications or other specifications expressly agreed to in writing by Seller, BUT SELLER SHALL HAVE NO OTHER OR FURTHER RESPONSIBILITY THEREFORE, WHATSOEVER, AND SELLER DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS WITH RESPECT THERETO.


SELLER'S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE SHALL NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY SELLER FOR THE UNIT OF PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED, AS THE CASE MAY BE, WHICH IS THESUBJECT OF CLAIM OR DISPUTE. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSS OR DAMAGES OF ANY KIND, HOWSOEVER CAUSED. Liability to third parties for bodily injury, including death, relating to Seller's performance of Products delivered hereunder shall be determined in accordance with applicable law and shall not be affected by the foregoing. No action, regardless of form, arising out of or inany way connected with, the Products or services furnished by Seller, may be brought by Buyer more than one (1) year after the cause of action has accrued.


BACK CHARGES WILL NOT BE ACCEPTED UNLESS BUYER HAS WRITTEN AUTHORIZATION FROM SELLER. All requests for back charges shall be in writing by Buyer stating the reason for the action, the detailed method of repair and the TOTAL COST impact to the Seller. The Seller reserves the right to reject all claims to back charges if not authorized by Seller in writing. The Seller reserves the right to send at its discretion any representative for the Seller to repair or replace the Product. If the Seller determines that the fault lies with the Buyer, the Seller reserves the right to CHARGE the Buyer for all costs incurred in the repair of the Product with reasonable profit to the Seller.

Revised: January 4, 1993