1.    ORDER ACCEPTANCE:  The sale of Products and Services ("Products") by SELLER as designated on the face hereof or attached writing (the SELLER) to the purchaser (the BUYER) are exclusively governed by the terms and conditions herein, together with SELLER'S order specific terms agreed to in writing by the parties relating to Product prices, quantity, specifications, delivery schedules and locations (collectively, this "Contract").

a.     All orders received from BUYER are subject to acceptance by SELLER, unless quotation specifies that it is a bid in response to an invitation in which event the order or award shall constitute acceptance of the bid in accordance with the bid terms.

b.     Terms and conditions on the BUYER's order form, at variance with terms and conditions stated herein, are binding upon SELLER only if specifically accepted by SELLER in writing.

c.     Orders accepted by SELLER cannot be cancelled by BUYER except with SELLER'S written consent and upon terms that will indemnify SELLER against loss.

2.    PRICE:  Prices quoted by SELLER are valid for thirty (30) days from date of quotation.

a.     Unless otherwise stated, legal delivery and prices are F.O.B. SELLER'S plant.  Prices do not include transportation charges.

b.     Taxes Not Included In Price Except where otherwise prohibited by law.  All sales, excise, use or similar taxes or charges by the federal, any foreign or any state or local government, which SELLER may be required to pay or collect, shall be in addition to price stated and shall be paid by BUYER, unless valid exemption certificate is furnished therefore.

3.    PAYMENT:  BUYER agrees to pay in U.S. Dollars all invoiced amounts within thirty (30) days from date of SELLER'S invoice.

a.     SELLER may demand payment in advance of shipment if, in SELLER'S opinion, the credit or financial condition of BUYER is, or is about to become impaired.

b.    Payments Where Shipments are Delayed:  Where BUYER requests delay in shipment, SELLER shall have the option of billing for goods when ready for shipment.  If material is not ordered out within sixty (60) days after goods are ready, SELLER will have the option of billing storage charges.

4.    DELIVERY:  SELLER will use reasonable efforts to deliver Product on time, but will not be liable for any expenses or damages incurred as a result of late delivery or for delays caused by circumstances beyond SELLER's reasonable control.

a.    Shipping Dates:  Shipping dates are approximate only and subject to change.

b.    Unforeseen Delays:  SELLER shall not be liable in damages or otherwise for delays or failure in performance when caused by circumstances, of every nature and description and however arising, beyond SELLER'S reasonable control. 

c.    Packaging:  SELLER will provide commercial packaging, adequate under normal conditions, to protect the goods in shipment and identify the contents.  Should BUYER request any special packaging, it will be done at BUYER's expense.

d.    Routing:  All goods will be shipped via the cheapest or most expeditious means of transportation under the circumstances, unless BUYER indicates otherwise.  If BUYER provides no routing instructions, SELLER shall be the sole judge of the best method of routing shipment.

e.    Claims:  Claims for loss or damage in transit must be entered and prosecuted by the BUYER.

5.    WARRANTY:  SELLER warrants that any Product of its manufacture, which upon examination is found by a SELLER'S representative to be defective in either workmanship or material under normal use and Service, will be, at SELLER'S option, repaired or replaced free of charge including lowest transportation charges but not cost of installation or removal, or have the purchase price refunded, provided that SELLER receives written claim specifying the defect within ninety (90) days from date of distributor sale or one (1) year from date of factory shipment, whichever occurs first.  In no event shall SELLER be liable for any claims, whether arising from breach of contract or warranty or claims of negligence or negligent manufacture, in excess of the purchase price.  ALL OTHER WARRANTIES EXPRESSED AND IMPLIED INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR USE ARE HEREBY DISCLAIMED.  The foregoing expresses all of SELLER'S obligations and liabilities with respect to the quality of items furnished by it and it shall under no circumstances be liable for consequential, collateral or special losses or damages.

6.    QUANTITY VARIANCES:  SELLER reserves the right to ship and BUYER agrees to accept an under-or-over-run of any quantity up to and including 10% ordered by BUYER.

7.    SAMPLES:  In the event samples are furnished BUYER, SELLER will not assume any liability in connection with the furnishing or use thereof and there will be no agreement of warranty collateral to, or affecting, the furnishing of such samples.

8.    SPECIAL TOOLING:  All special tooling required to produce the goods shall remain the property of the SELLER unless specific arrangements are otherwise made.  In any case, SELLER'S responsibility is limited to proper design, proper handling in manufacture and storage, and adequate insurance.  The BUYER is responsible for costs resulting from:  (1) alterations requested by him, (2) major repairs or replacement caused by normal wear, (3) additional costs incurred when new factors are introduced such as shorter lead time and/or increased rate of delivery.

9.    INSPECTION:  SELLER will inspect all goods prior to shipment and such inspection will be adequate to meet SELLER'S standards for dimensional and visual characteristics.


a.    Notification to SELLER:  BUYER will be deemed to have inspected and accepted any shipment under this contract if, within thirty (30) days after BUYER'S receipt of goods, BUYER has not notified SELLER in writing that such goods are rejected and the grounds therefore.

b.    Return of Goods:  No goods may be returned by BUYER for any reason without SELLER'S prior written Return Material Authorization approval.

11.  SPECIAL DAMAGES:  Neither BUYER nor SELLER shall make any claims for special or consequential damages.


a.    Modifications of Contract:  It is agreed that there is no other contact in force between BUYER and SELLER and no alterations shall be binding unless agreed to in writing by SELLER.  Should SELLER by any words, acts or writing, waive or be deemed to have waived any of the provisions of this agreement, or should SELLER fail to insist upon performance by BUYER of one or more of the terms herein, such action or failure on SELLER'S part will in no way be deemed to imply or constitute a waiver of any other terms contained in this agreement.

b.    Compliance with Laws:  SELLER certifies compliance with all relevant Federal, State and Local laws including Paragraph 6, 7 and 12 of the Fair Labor Standards Acts amended and any regulations and orders issued under paragraph 14 thereof.

c.    Rights In Data:  The acceptance of this order by SELLER does not convey any "Rights In Data" as described in ASPP9-202 or 9-203 or any amendments thereof.  If "Rights In Data" are desired, they must be the subject of separate negotiations.


a.     Should the goods furnished by SELLER be of such a nature that the design therefore is supplied by BUYER, or should the goods be labeled or marked with a trademark or trade name requested by BUYER, the BUYER agrees to defend SELLER in any action, either civil or criminal, brought against SELLER by any third party, for the infringement or misuse of any such patents or trademarks, and the BUYER further agrees to hold SELLER harmless from any damages or loss resulting therefrom.

b.     As to any of the goods manufactured according to a design or specification not furnished by BUYER, SELLER shall indemnify and save harmless BUYER from any claim that any use or resale of the same in and of itself infringes any U.S. patent right if the BUYER within thirty (30) days notifies SELLER in writing of any such claim and gives SELLER authority, information and assistance (at SELLER's expense) to dispose of such claim and to defend any suit that may be brought against the BUYER or BUYER'S customer thereon.  In that event, SELLER will, at the expense, defend any such suit and satisfy any judgement therein to an amount not exceeding the price paid SELLER for said goods held to infringe.  If, in any such suit, an injunction is issued against the further use of said item or any part thereof, SELLER will at its option and expense, either procure for the customer the right to continue using said goods, or replace the same with non-infringing goods, or modify them so that they become non-infringing or remove said goods and refund the purchase price and transportation and installation costs thereof, SELLER shall not be liable in any respect except as aforesaid, including without limitation, for any claim of infringement settled by BUYER without SELLER'S consent.  The foregoing expresses all of SELLER'S obligations and liabilities as to patents.

14.  EXPORT CONTROLS:  The commodities, materials, and related information covered by this Invoice are subject to the export control laws of the U.S.  The BUYER shall not knowingly sell, export, transfer, or dispose of, whether directly or indirectly, the commodities materials, and related information covered by this Invoice to countries designations, or end-users that are prohibited under U.S. law.  Further, the BUYER shall not commit to any order placed by or for any firm which is disallowed under U.S. law.  Any orders originating from, or which will result in delivery to, prohibited individuals or entities located within or controlled by any country subject to restrictions under U.S. export control laws, may not be filled without the prior authorization and approval of the U.S. government.

15.  TECHNICAL ADVICE:   Unless otherwise  agreed  mutually in writing, any technical  advice  furnished  by SELLER to BUYER before or after delivery of the Products is provided "as is" and on a gratuitous basis, without charge, and on the basis that it represents SELLER'S good faith judgment, but without warranty of any kind, and is accepted at BUYER'S sole risk.

16.   CONFIDENTIALITY: If the parties have entered into a Confidentiality or Non-Disclosure Agreement ("NDA"), the terms and conditions of the NDA shall apply and control for confidentiality obligations between the parties. In connection with this Contract, BUYER may have access to SELLER'S confidential information, including, without limitation inventions, developments, know how, specifications, business plans, results of testing, systems, financial information, Product information, methods of operation, customer information, supplier information and compilations of data ("SELLER'S Confidential Information"). BUYER shall use SELLER'S Confidential Information only for the purposes contemplated under this Contract and shall not disclose it to third parties. BUYER shall maintain the confidentiality of SELLER'S Confidential Information in the same manner, but in no event less than the manner, in which it protects its own confidential information. BUYER is permitted to disclose SELLER'S Confidential Information to its employees and authorized subcontractors on a need to know basis only, provided that such employees and authorized subcontractors have written confidentiality obligations to BUYER no less stringent than the confidentiality obligations under this Section. Upon termination of this Contract, BUYER shall return SELLER'S Confidential Information and shall not use SELLER'S Confidential Information for its own, or any third party's, benefit. BUYER'S confidentiality obligations shall survive termination of this Contract for so long as SELLER'S Confidential Information remains confidential. In order to assure that SELLER is able to obtain the full benefit of the restrictions set forth in this Section, SELLER shall be entitled to injunctive relief, including, but not limited to, emergency, preliminary, temporary and permanent injunctions, from any court of competent jurisdiction as may be necessary to enjoin any violation of the foregoing covenants, without the necessity of proving immediate irreparable harm or an inadequate remedy at law.

17.  CONTRACT WORK:  BUYER and SELLER are independent contractors and nothing in this Contract makes either party the agent or legal representative of the other party for any purpose. Neither party has authority to assume or to create any obligation on behalf of the other party.

18.  TERMINATION BY SELLER:  In addition to any other rights of SELLER to terminate or suspend this Contract, SELLER may, upon written notice to BUYER, immediately terminate or suspend all or any part of this Contract without any liability to BUYER, (a) if BUYER (i) repudiates, breaches, or threatens to breach any of the terms of this Contract, (ii) fails to accept or threatens not to accept Products in accordance with this Contract, or (iii) fails to make timely payment, or (b) upon the occurrence or threat of insolvency or bankruptcy of BUYER. Upon termination of this Contract by SELLER: (A) SELLER shall be relieved of any further obligation to BUYER; (B) BUYER shall be liable to SELLER for the immediate payment of amounts then billed to date by SELLER to BUYER; (C) BUYER shall purchase and pay SELLER immediately for all unique raw materials, work in process and finished goods under this Contract; (D) BUYER shall reimburse SELLER for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Products; and (E) BUYER shall immediately reimburse SELLER for all preparation and other expenses incurred by SELLER or its subcontractors in connection with this Contract and for all other losses or costs arising from termination.

19.   TERMINATION BY BUYER: If  SELLER  fails to perform any  material  obligation under  this  Contract  or delivers Product after an agreed upon delivery date, and, if the non-performance can be cured but SELLER fails to cure the non-performance within thirty (30) days after written notice from BUYER, BUYER may terminate this Contract without further obligation. Otherwise, upon giving written notice to SELLER not less than ninety (90) days prior to shipment BUYER may cancel any purchase order or scheduled delivery under this Contract, in which case: (a) SELLER will be relieved of any further obligation to BUYER; (b) BUYER will pay all amounts then due; (c) BUYER will purchase and pay SELLER immediately for all unique raw materials, work in process and finished goods under this Contract; and (d) BUYER shall reimburse SELLER for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Products.


20.     FORCE MAJEURE:  Neither  party  will  be  liable if  its  performance  is  delayed  or made  impossible  or commercially impracticable due to acts of God, civil commotion, terrorism, military authority, war, riot, fire, labor trouble or strikes, unavailability of materials or components, explosion, breakdown or accident, delay in transportation, plant shutdown, compliance with governmental requests, laws, regulations, order or actions, unforeseen circumstances, or causes beyond such party's reasonable control.

21.    GOVERNING LAW, JURISDICTION AND VENUE: This Contract shall be governed by and construed in accordance with the laws of the State of New York without reference to the choice of law principles thereof. The Convention on Contracts for the International Sale of Goods is expressly excluded. Subject to the provisions of Dispute Resolution below, each party irrevocably submits to the jurisdiction of the Courts of the State of New York and hereby waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.