Terms and Conditions

TERMS OF SALE

The conditions stated below shall constitute a part of the agreement resulting from the acceptance of an order unless expressly excepted in writing on our acknowledgement.

(1) ACCEPTANCE AND BINDING  All purchase orders are subject to acceptance at our factory and Seller shall have no liability until and unless they are accepted. The seller shall not be bound by any representations which are not expressly set forth in writing. Sales Representatives are not authorized to bind us. Clerical errors are subject to correction.

(2) PRICES AND TAXES  Unless otherwise acknowledged in writing: All prices and quotations are subject to change without notice. Goods will be billed at the prices in effect at the time of shipment. Prices are quoted F.O.B. factory. Taxes of any kind levied against the Seller with reference to this transaction, excepting only taxes imposed upon the net income of Seller, shall be the account of Purchaser and be added to the price quoted.

(3) TERMS CREDIT  Terms of payment shall be as stated on our order acknowledgement. In the event payment is not made promptly when due, Buyer agrees to pay interest at the rate of 1-1/2% per month, or as limited by individual state laws, from the due date. Partial shipments on quantity orders shall be deemed a separate and independent contract for billing and payment. Terms are subject to the continuing review of the Purchaser's credit by the Seller.

(4) SHIPMENT  Shipping dates are approximate and may be contingent upon the prompt receipt from the Purchaser of drawing and data approval, or written release for procurement and fabrication. Seller shall not be liable for any delay caused by strikes, accidents, delay in receipt of raw materials, or any other cause beyond the Seller's control. If the Seller is prepared to make shipment, and the Purchaser delays delivery, terms of payment shall be applied as though delivery had been effected as of that date. All costs associated with handling, care and custody of the material shall be to the account of the Purchaser. The acceptance of the material by the Purchaser shall constitute a waiver of all claims for delay.

(5) CANCELLATION AND CHANGES  Orders shall not be subject to cancellation unless cancellation charges are borne by the Purchaser for all work done by the Seller, and for any other obligations incurred by the Seller in connection with the order. Acceptance of change orders is contingent upon price renegotiation. Scheduling changes requested by the Purchaser are subject to renegotiation of price and terms of payment.

(6) SAVE HARMLESS  The Purchaser agrees to save the Seller, harmless from any and all liability, and to pay all costs and attorney fees, for injury or damage to persons or property caused in any manner by said material while in possession of the Purchaser of the Purchaser's successor in interest.

(7) WARRANTY  The product and/or services to be delivered will be warranted against defects in materials and workmanship for a period of one year after delivery to Buyer in accordance with the following statement or warranty:

Seller warrants that the product and/or services to be delivered will be of the kind and quality described in the agreement and will be within good workmanship practices.

If any failure to conform to this warranty appears within one year after the date of delivery, the Seller will, upon notification thereof, correct such failure by suitable repair or replacement at its own expense. Any component requiring repair or replacement will carry a like one-year warranty starting from the date of such correction.

Except as otherwise agreed to by the Seller in writing, THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR OTHER WARRANTY OF QUALITY, WHETHER EXPRESS OR IMPLIED.

(8) LIMITATION OF REMEDIES  In the event of any breach of warranty, the exclusive remedy of the Buyer shall be the correction of nonconformities in the manner and for the period of time as provided for in the "WARRANTY" section above.

(9) LIMITATION OF LIABILITY  Except as otherwise agreed to by the Seller in writing:

     (1) The liability of the Seller with respect to this agreement or anything done on connection herewith such as the performance or breach of this agreement, or in connection with manufacture, sale, delivery, installation or technical direction of installation, repair or use of any product or services covered by or furnished under this agreement, whether such liability is based upon contract, tort, negligence, "strict liability", or other basis, shall not exceed the price of the product or part as to which such liability is asserted.

     (2) The Seller shall not be liable for special, incidental, or consequential damages, such as (but not limited to) damage or loss of other property or equipment, loss of profits or revenue, loss of use of other property or equipment, or claims of customers of the Buyer for interruptions in the Buyer's operations.

This limitation of liability is independent of any warranty provisions in this agreement, and will apply regardless of what remedy or remedies the Buyer may be held entitled to pursue.