T&Cs – rev 2 col Page 1 of 2

TERMS AND CONDITIONS

Sale of any products and/or services ordered by Buyer is expressly conditional on Buyer's assent to the additional or different terms contained

herein (including those in Seller’s quotation and/or invoice). Any additional or different terms proposed by Buyer are expressly objected to and

will not be binding upon Seller unless specifically assented to in writing by Seller. Any order for, payment of, or any statement of intent to

purchase, products and/or services, shall constitute assent to Seller's terms and conditions.

1. DELIVERY, TITLE AND RISK OF LOSS: The scope of work includes delivery

of products and/or performance of servic es. Schedule dates are approximate and are

based upon prompt receipt of all neces sary information from Buyer. Unless otherwise

specified by Seller, delivery will be made Ex Works Seller’s facility (Incoterms 2000),

shipping and insurance prepaid by Buyer. Ris k of loss or damage of products pass to

Buyer on delivery, and title passes to Buyer upon Seller’s receipt of all payments for

products and services.

2. EXCUSABLE DELAYS: Seller shall not have any liability or be considered to

be in breach or default of its obligations under the Contract to the extent that

performance of suc h obligations is delayed or prevented, directly or indirectly, due to:

(a) causes beyond its reasonable control; (b) acts of God, acts (or failures to act) of

governmental authorities, fires, severe weather conditions, earthquakes, strikes or

other labor disturbances, floods, war (declared or undeclared), epidemics , civil unres t,

riot, terrorist acts, delays in trans portation, c ar shortages or similar causes ; (c) acts (or

omissions) of Buyer; or (d) inability to obtain necessary labor, materials, components

or services through Seller’s usual and regular sources at usual and regular prices.

The date of delivery or of performanc e s hall be ex tended for a period equal to the time

lost by reason of delay, plus such additional time as may be reasonably necessary to

overcome the effect of such excusable delay.

3. PAYMENT: Except to the extent otherwise s pecified by Seller in its quotation or

invoice, payment for all products and services shall be either (i) received in Seller’s

account, or (ii) secured by a letter of credit in Seller’s possession, before Seller has

any obligation to begin work on any products or services. If a letter of credit is utilized,

payment(s) shall be made upon presentation of an invoice (signed by Seller c ertifying

that the products are manufactured and packaged) against a confirmed irrevocable

letter of credit issued and confirmed by and payable at Seller’s designated bank. The

letter of credit shall (i) be established by Buyer, at Buyer’s expense (including

confirmation and maintenance charges), and (ii) remain in effect for a period of five

months after the Contract is signed by both parties . The letter of credit shall provide

for partial payments pro rata on partial deliveries and for the payment of all services ,

price adjustments, cancellation or termination, and all other pay ments due from Buyer

under the Contract against Seller’s invoice and certification of the charges and

grounds for such payment, and will otherwise be acceptable to Seller. Buyer will

increase the amount(s) or extend the validity period(s) and make appropriate

modifications to any letter of credit within ten (10) days of Seller’s notification that such

is necessary to provide for payments to become due.

If Buyer fails to fulfill any condition of its payment obligations, Seller may

suspend performance and delivery. All c harges incurred by Seller in acc ordance with

such suspension shall be payable by Buyer upon submission of Seller’s invoices.

Performance of Seller’s obligations shall be extended for a period equaling the period

of Buyer’s non-fulfillment of any portion of the payment terms, whether or not Seller

suspends performanc e and such additional time as may be necessary. If Buy er does

not correct such failure in the manner and time satis factory to Seller, then Seller may

terminate the Contract in respect to the portion of the products not delivered and

services not yet performed. In the event of termination, Buyer shall pay (i) Seller’s

reasonable termination charges as des cribed in Section 12, in addition to suspension

charges and amounts owed up to the date of termination, and (ii) a late payment

charge at the rate of 1% per month plus all costs of collection, including attorneys'

fees; and Seller shall be entitled to keep all payments receiv ed. Seller's rights under

this Article 3 are in addition to all rights available to it at law and equity.

4. WARRANTIES: Seller warrants to Buyer that products and any services

furnished hereunder will be free from defects in material, workmanship and title and

will be of the kind and quality specified in Seller's written quotation. The foregoing

shall apply only to failures to meet said warranties (excluding any defects in title)

which appear within ninety (90) days from the date of delivery of a product or

performance of a service (the “ warranty period”). Thes e warranties are exclusiv e and

in lieu of all other warranties, whether written, oral, implied or statutory. NO IMPLIED

STATUTORY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR

PURPOSE, OR NON-INFRINGEMENT SHALL APPLY. Products not manufactured

by Seller are warranted only to the extent the manufacturer’s warranty applies to

Buyer and which Seller is reasonably able to enforce. Seller does not warrant any

products or services to the extent designed or designated by Buyer.

If any product or service fails to meet the foregoing warranties (except title),

Seller shall correct any such failure at its option, (i) by repairing any defective or

damaged part or parts of the products either at Buyer’s fac ility, or Seller’s facility with

shipping at Seller’s expense, at Seller’s option, or (ii) by making available, any

necessary repaired or replacement parts, Ex Works Seller’s facility (Incoterms 2000)

with shipping to Buyer’s facility paid by Seller. Where a failure cannot be corrected by

Seller's reasonable efforts, the parties will negotiate an equitable adjustment in price.

Buyer is responsible for all work, expenses and risks of accessing the equipment,

disassembly, and reassembly associated with the corrective action.

The preceding paragraph sets forth the exclus ive remedies for claims based on

defect in or failure of products or servic es, whether the claim is in contrac t, indemnity,

warranty, tort (including negligenc e), s tric t liability or otherwis e and howev er ins tituted.

Upon the expiration of the warranty period, all such liability s hall terminate and Buyer

shall have a reasonable time, within ten (10) days after the warranty period, to give

written notice of any defects that appear during the warranty period.

The conditions of any tests by Buyer shall be mutually agreed upon and Seller

shall be notified of, and may be represented at, all tests that may be made. Seller's

obligations under this Contract shall not apply to any product, or part thereof, which (i)

is defective due to normal wear and tear including that due to environment or

operation, including but not limited to excessive operation at peak capability, current

or voltage variations, mechanical stresses, erosion, corrosion, material deposits,

exposure to fluids, water or other substances , (ii) is not properly stored, installed, used

or maintained other than pursuant to Seller's written instructions or approval, or (iii)

has been subjected to any other kind of misuse or detrimental exposure, has been

involved in an accident, or has been damaged through no fault of Seller. In addition,

this warranty is void and Seller has no liability whatsoever under this Contract, for the

warranty or otherwise, if (i) Buyer has repaired, changed or modified the product or

any portion thereof or its mechanical, electrical, or electronic interconnections, or (ii)

Seller is not promptly notified of any failure in writing or has not been given prompt

access to the defective or failed product.

5. LIMITATIONS OF LIABILITY: The total liability of Seller, on all claims of any

kind, whether in contract, indemnity, warranty, tort (including negligence), strict

liability, or otherwise, arising out of or related to the Contract, its performance or

breach, or from any products or services, shall not exceed the price allocable to the

part of the particular product or service giving rise to the claim. All liability shall

terminate upon the expiration of the warranty period specified in Article 4,

"Warranties".

In no event, whether as a result of breach of contract, indemnity, warranty, tort

(including negligence), strict liability, or otherwis e, shall Seller or its subcontractors or

suppliers be liable for loss of profit or revenues, loss of use of the products or any

associated equipment, cost of c apital, c os t of s ubs titute produc ts , fac ilities , servic es or

replacement power, downtime c osts, claims of Buyer’s customers for such damages,

or for any special, consequential, incidental, indirect or exemplary damages, lost

profits or penalties of any description.

In no event shall Seller be liable for any loss or damage whatsoever arising from

its failure to discover or repair latent defects or defects inherent in the design of

products or caused by the use of products by Buyer against the advice or safety

notices of Seller. If Seller furnishes Buyer with advice or assistance concerning any

products, systems or services which is not required pursuant to the Contract or any

mutually agreed written specification, the furnishing of such advice or assistance will

not subject Seller to any liability, whether in contract, indemnity, warranty, tort

(including negligence), strict liability or otherwise.

Buyer waives rights of recovery against Seller, whether Buyer’s c laim is brought

under breach of contract, indemnity, warranty , tort (including negligenc e), stric t liability

or otherwise, for loss or damage to Buyer’s property whether or not such claim is

covered by Buyer’s insurance.

For the purposes of this Article 5 the term "Seller" shall mean Seller, its principal,

its affiliates, officers, directors, subcontractors and suppliers of any tier, and their

respective agents and employees, whether individually or collectively.

The provisions of this Article 5 shall prevail over any conflicting or inconsistent

provisions contained in any of the documents comprising the agreement between

Buyer and Seller, except to the extent that such provisions further restrict Seller's

liability.

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6. TAXES AND DUTIES: In addition to any pric e specified herein, Buyer s hall pay

the gross amount of all present or future taxes, duties, fees, or other charges of any

nature (including, but not limited to, ad valorem, consumption, exc ise, franc hise, gross

receipts, import, license, property, sales, stamp, storage, transfer, turnover, use, or

value-added taxes, and any and all items of withholding, defic iency, penalty, addition

to tax, interest, or assess ment related thereto), applicable to the price or imposed by

any governmental authority of any country on Seller or its employees or

subcontractors due to the exec ution of any contract, sale or delivery of any products,

or the performance of any services furnished hereunder, or Buyer shall furnish Seller

with evidence of exemption acceptable to the taxing or customs authorities.

7. INDEMNITY: Notwithstanding any other provision of the Contract, in no event,

whether as a result of breach of contract, indemnity, warranty, tort (including

negligence), strict liability or otherwise, shall Seller have any liability to Buyer or its

insurers for any loss , damage, fines, penalties , or injury aris ing out of, connected with,

or resulting from the Contract, or from its performance or breach, or from the use or

consumption of the products or services by Buyer or any subsequent user of the

products or services. Buyer expressly agrees that as a condition of its purchase of

the products or services , Buyer shall indemnify and hold Seller harmless of, and from

any and all liability which may be ass erted against or incurred or suffered by Seller by

virtue of any suit or claim of any k ind arising out of, connected with, or resulting from

the Contract, or from its performance or breach, or from the use or c ons umption of the

products or services by Buyer or any subsequent user of the products or services,

including claims or suits for breach of contract, indemnity, warranty, tort (including

negligence), strict liability, or otherwise. Buyer shall pay any and all judgments

rendered against Seller as a result of the foregoing and shall pay all costs and

expenses incurred by Seller in defending any action brought against Seller as a result

thereof, including Seller’s reasonable attorney’s fees and expenses, expert witness

fees and expenses and court costs. If requested by Seller, Buyer shall, at its own cost

and expense, defend any and all such actions on Seller’s behalf, and agrees not to

take a position contrary to Seller’s interests.

8. COMPLIANCE WITH LAWS: Buyer agrees to take suc h measures as may be

necessary to ensure that the disclosure of technical data complies with all export

control laws and regulations which may gov ern the disclosure. Buyer represents and

warrants that no technical data it receives from Seller which is subject to the export

control laws of the United States shall be exported from the United States or re-

exported to any other country without first complying with all U.S. export control laws

and regulations, including the requirement for obtaining an export license, if

applicable. Buyer shall be responsible for obtaining the appropriate U.S. export

license to ex port or re-export any s uch technic al data. Buyer s hall indemnify and hold

Seller harmless for all claims, demands, damages, costs, fines, penalties, attorney’s

fees, and all other expenses arising from Buy er’s failure to comply with this Section 8

and applicable export control laws and regulations.

Buyer certifies that the products, materials, services, technical data, software or

other information or assistance furnished by Seller under the Contract will not be (a)

used by any individual or entity listed as a prohibited party on any list of the U.S.

Government of prohibited or denied parties, (b) sent to any party in a country listed as

a prohibited country by the U.S. Government, or (c) used in the design, dev elopment,

production, stockpiling or use of chemical, biological, or nuclear weapons either by

Buyer or by any entity acting on Buyer’s behalf. In the event that Buyer uses any

product for a haz ardous application, or permits others to use any product for any suc h

application, Buyer accepts all responsibility, Seller shall have no liability for any

damages or injuries, and Buyer shall indemnify , defend and hold Seller harmless from

all claims, losses, damages and expenses, including reasonable attorneys' fees,

arising from any such use or hazardous application of any product. A hazardous

application is one in which any use, failure, malfunction or inaccuracy of a product

carries a risk of death or serious bodily injury.

9. DISCLOSURE OF INFORMATION: All information, suggestions or ideas

transmitted by Buy er to Seller in c onnection with performance hereunder are not to be

regarded as secret or submitted in confidence except as may be otherwise provided in

a nondisclosure agreement (NDA) signed by both parties.

10. PATENTS: Seller makes no warranty that Buyer will hold the products free of

claims of third parties, including claims of alleged patent, trademark, copyright, trade

secret or other intellectual property infringement. Seller specifically disclaims any

patent, trademark, copyright, trade secret or other intellectual property indemnity or

warranty that may be expres sed or implied by any statute of any country, including the

Uniform Commercial Code.

11. SOFTWARE: Unless otherwise agreed in writing by Seller, there are no rights to

software granted to Buyer under this Contract. In the event that Buyer desires to

license any software used by Seller, Buy er must contact the owner of s uch software to

negotiate a software license agreement with such owner in order to use such s oftware.

Seller makes no representation that it is the owner or licensee of any software, or that

it has any right to sell, or grant any license to Buyer to use, any software.

12. MISCELLANEOUS: The delegation or assignment by Buyer of any or all of its

duties or rights hereunder without Seller's prior written consent shall be void. Any

representation, promise, warranty, course of dealing or trade usage not contained or

referenced herein will not be binding on Seller. These Terms and Conditions , inc luding

Seller’s quotation, collectively referred to herein as the “Contract”, contain the entire

and only agreement between Buyer and Seller respecting the terms and conditions

and supersedes and cancels all previous negotiations, agreements, commitments,

representations and writings in respect thereto. No modification, amendment,

rescission, waiver or other change shall be binding on Seller unless assented to in

writing by Seller. The validity, performance, and all matters relating to the

interpretation and effect of this Contract and any amendment hereof shall be

exclusively governed by the law of the State of New York, USA, without giv ing effect to

any conflicts of laws or choice of law rules that would apply the law of another

jurisdiction. The United Nations Convention on Contracts for the International Sale of

Goods shall not apply. The invalidity, in whole or part, of any of the articles or

paragraphs in these Terms and Conditions will not affect the remainder of such article

or paragraph or any other article or paragraph. Nothing in this Contract shall be

construed to impose any overall “system responsibility” on Seller or responsibility for

any goods in which Seller’s product is only a part or component.

Buyer shall not modify, disassemble, decompile, reverse engineer (or in any

other manner attempt to decipher or analyze) or develop any goods or component

using or involv ing the product or using Seller’s information (inc luding but not limited to

such information imbedded within a produc t or component of a product sold by Seller),

except pursuant to a written agreement with Seller to do so. Buyer shall not use any

products or components of Seller to produce, mark et, or support its own goods, except

after purchasing such products or components from Seller or pursuant to a written

agreement with Seller to do so.

Any and all information related to, or arising out of, Seller’s Intellectual Property

or Improvements is deemed to be the information of Seller. “Intellectual Property”

means any patent, patent application, indus trial design, invention, des ign, trade secret,

idea, work, technology, innovation, c reation, concept, development drawing, research,

analysis, know-how, ex periment, c opy right, data, formula, method, proc edure, proc es s ,

system or technique and any right to apply for any of the foregoing. “Improvement”

means any modification, amendment, alteration, improvement, change, update,

upgrade, enhancement, deletion to, or derivative work of, the Intellectual Property of

Seller. Buyer agrees that it will not use any information of Seller or any Improvement

made by either party as a basis for the design or creation of any item, application or

software. All right, title and interest in and to the Intellectual Property of Seller and all

Improvements shall remain with, and vest exclusively in Seller. If any such right, title

or interest becomes vested in Buyer by operation of law or otherwise, Buyer will do

everything necessary, to vest all such right, title and interest in Seller. Buyer will

execute such further and other documents and do such further and other things as

may be necessary to carry out and give effect to the obligations contained in this

paragraph, provided however, neither party is obligated to enter into a further business

relationship with the other party.

Changes to the schedule or scope of work can only be made by mutual written

agreement of the parties. Seller is not obligated to proceed with any change or

additional work until an equitable adjustment of the contract price and schedule are

agreed to in writing.

The Contract cannot be canceled or terminated by Buyer in whole or in part

except with Seller's cons ent in writing and then only upon terms and conditions then to

be agreed upon which shall include reasonable termination charges. “Reasonable

termination charges” means the pro-rata share of the Contract price for the scope of

work performed, plus expenses resulting from cancellation or termination.

As used in the Contract and invoice, "including" means "including but not limited

to" the specifically enumerated things, states, or actions that follow the term; "or"

means "one or the other or all" of the specifically enumerated things, states, or ac tions

that follow the term; and "shall" or "will" means the listed duties or actions are

mandatory.

Articles 4 through 12, and any remaining payment obligations of Buyer, shall

survive termination of the Contract.