TERMS & CONDITIONS

THE FOLLOWING TERMS AND CONDITIONS ARE APPLICABLE TO ALL QUOTATIONS AND SALES ORDERS.

1. FORMATION OF CONTRACT. Seller’s Acceptance of Buyer’s Order for products and/or services or Buyer’s Acceptance of Seller Offer of products and/or service as hereby expressly made conditional upon assent to the Terms and Conditions of sales set forth on the face and reverse sides of this form and on any Seller authorized attachment hereto. Said terms and conditions shall supersede and render completely inapplicable any additional, different or conflicting terms and conditions expressed orally or in writing by Buyer.
2.  PRICE, TAXES. (a) Unless otherwise indicated on the face hereof, prices are FOB Seller’s plant. (b) Quoted prices are based on price in effect at the time of shipment. (c) Prices do not include and Buyer shall be solely responsible for and, when appropriate, billed separately for, all taxes, fees and duties and due at time of shipment or performance of service or thereafter with respect to the sale, purchase, delivery, storage, use, import or export of products or services furnished hereunder. In lieu of (d) above, Buyer may timely furnish Seller with evidence of tax or other exemption certificates acceptable to appropriate government authorities.
3. PAYMENT TERMS: (a) Should Seller extend credit to Buyer, terms of payment shall be Net thirty (30) days after date of issuance of invoice. After due date for payment, interest at the lesser of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law may, at Seller’s option, be assessed upon any outstanding past due balance. (b) If point of sale is outside the United States, then unless other arrangements have been expressly agreed to, payments on such export orders shall be made by irrevocable confirmed letter of credit (payable in US dollars, without adjustments for exchange fluctuations, foreign government assessments or banking charges) against Seller” invoice and shipping documents. Letters of credit shall be in an amount equal to the full Order amount and shall be established at a commercial Massachusetts bank acceptable to Seller. All payments to be made by other than letter of credit shall be in US dollars and shall not be adjusted for exchange fluctuation or foreign government assessments. (c) In the event Buyer fails to pay any invoiced amount within thirty (30) days after due date, Seller, in addition to other rights stated herein, shall have the right to suspend its performance, cancel this Order and invoke all other legal rights availed it.
4. PERFORMANCE/DELIVERY, CONTINGENCIES, RISK OF LOSS, TITLE. (a) Shipment, delivery and performance of service dates under this Order are approximate and are contingent upon timely receipt of necessary Buyer supplied information, materials and/or tooling and the non-occurrence of: Seller’s inability to obtain materials or equipment from its usual sources of supply; strikes; labor difficulties; riots, civil disturbances; wars; governmental actions; embargoes; defaults of common carriers; sabotage; accidents; fires; acts of God; and any other occurrence beyond the reasonable control of Seller. In the event of the occurrence of any of the foregoing contingencies, Seller shall have the option, at its sole discretion, of reasonably extending its time for performance, reasonably allocating personnel, inventory and production amongst all or any portion of Seller’s orders or canceling this Order without liability to itself. Seller shall incur no liability whatsoever for its failure or delay in performance as a result of any of the above contingencies. (b) Unless specifically agreed otherwise, deliveries/services hereunder may be shipped/performed and invoiced for installments and delay in shipment/performance, non-shipment/nonperformance or nonconformity of any installment shall not relieve Buyer of its obligations in regards to any other installments. (c) Buyer’s acceptance of any delivery or service, even if untimely or nonconforming, other than for compliance with Buyer’s manufactured specifications, shall constitute a good delivery or performance of service and timely payment therefor shall be made. (d) Unless otherwise indicated on the face of Seller’s Order Acknowledgment Form, all shipments will be FOB Seller’s plant and/or all services will be performed at Seller’s plant means and method of shipment or performances of services to be at Seller’s reasonable discretion, shipping to be prepaid by Seller and separately invoiced for, installation to be by Buyer. (e) Regardless of FOB Point, risks of loss, damage and liability shall pass to Buyer upon Seller’s tender into possession of a carrier for delivery to Buyer. (f) Title shall pass to Buyer upon Seller’s tender into possession of a carrier for delivery to Buyer. (g) Any variation in quantities delivered and quantities scheduled or ordered (undershipment or overshipment) shall not be deemed to be a breach of this Order, the unit price, shall continue to apply, and the Buyer shall accept and pay for all conforming units received provided the variation in question does not exceed five percent (5%) of Order quantities.
5. INSPECTION AND ACCEPTANCE. (a) Buyer shall accept all products and services which comply with the requirements found on the face and reverse sides of this form and/or on Seller’s Order Acknowledgment Form and any Seller authorized attachment thereto. (b) Buyer shall accept or reject products or services as promptly as possible and, in any event, within fifteen (15) days after the date of shipment of products to Buyer or notice to Buyer of completion of services. Failure to so timely notify Seller of an alleged nonconformance with Order requirements shall be deemed Buyer’s irrevocable acceptance of the products or services in question. (c) Buyer shall not return rejected items furnished under this Order without first obtaining from Seller Return Material Authorization (RMA) and an RMA number and affording Seller the reasonable opportunity to inspect at Buyer’s plant the items in question. Further, Seller will only accept unopened package of material for return. Authorized returns shall be returned in accord with Seller’s instructions, suitably packaged and at Buyer’s risk and expense. (d) In the event that Seller’s inspection of authorized returns reveals that such are not in conformance with Order requirements, Buyer’s sole and exclusive remedy and Seller’s sole and exclusive obligation shall be, at Seller’s option, Seller’s crediting of Buyer account or prompt replacement, without charge, return shipping to be paid by Seller, of the products (or component parts thereof) or services found to be nonconforming. (e) Any unauthorized wrongful or mistaken rejection by Buyer shall accrue to Seller the right to do any of: return rejected items to Buyer at Buyer’s cost and without issuance of credit; charge Buyer for costs of Seller’s receiving, inspection and processing of the rejected items; accept and resell the returned items holding Buyer liable for the difference between resale and order prices; cancel this Order holding Buyer liable for any and all damages occasioned by its breach of this agreement, and enact any other remedy allowed by law.
6. TERMINATION. Except where Seller has committed a material breach of this agreement, Buyer shall terminate this Order only upon express written consent of an authorized official of Seller.
7. WARRANTY. Seller warrants that at the time of shipment products sold and shipped hereunder will be free form defects in material and workmanship. Any claim for defects in material or workmanship must be received within fifteen (15) days of the date that the defect was first discovered and, in any event: THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. Buyer’s sole and exclusive remedies for any claim directly or indirectly resulting from this Order are those found herein and Buyer right to terminate the Order upon Seller’s material breach and failure to cure within a reasonable time after detailed written notice from Buyer. The aforementioned remedies are in lieu of and exclude all others. Buyer assumes all other risks and liabilities for loss, damages or injury, whether or not caused by Seller’s negligence, to persons or property and arising out of connected with or resulting from the use of Seller’s products or services either alone or in combination with other products or services. IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL, LIQUIDATED, CONSEQUENTIAL OR OTHER DAMAGES OR FOR PROPERTY DAMAGES SUSTAINED BY A PERSON AS A THIRD PARTY BENEFICIARY OF A SURVIVING WARRANTY UNDER THE LAW OF ANY JURISDICTION. IN NO EVENT SHALL THE TOTAL LIABILITY OF SELLER EXCEED THE SALE PRICE OF THE PRODUCT OR SERVICE GIVING RISE TO A CLAIM.
9. PROPRIETARY RIGHTS AND CONFIDENTIALITY. (a) Rights in any and all Seller information, knowhow,  trademarks, data, trade secrets, inventions, patents, plans, drawings, specifications, processes, designs, etc.,  whether or not acquired or reduced to practice during the course or as a result of this order, shall remain the  property of Seller and Seller shall not be obligated to provide any of such property to Buyer. Buyer shall obtain no  rights in any of such property and the price charged shall include no consideration for such property unless specifically so stated on the face of Seller’s Order Acknowledgment. (b) Buyer acknowledges that proprietary property of Seller is a valuable business asset of Seller and that unauthorized use or disclosure of such would result in irreparable damage to Seller. Buyer agrees that it will: use propriety information of Seller only for the purposes intended and necessitated by this Order, not otherwise use or disclose any proprietary information of Seller without Seller’s express informed written consent; take all reasonable precautions to insure protection against use or disclosure; and return, at Seller’s request, all proprietary property of Seller which is in the possession or control of Buyer. (c) Any data, information, specifications, processes, drawings, designs, plans, knowhow, etc. of Buyer supplied to Seller in conjunction with this Order must be considered free from proprietary restrictions unless expressly agreed otherwise in writing signed by and authorized official Seller.
   
10. ASSIGNMENT. This Order is contingent upon the specific qualities of Buyer and shall not be assigned, voluntarily or by operation of law, without the express written consent of Seller.
11. INDEMNIFICATION. Buyer agrees to indemnify and hold Seller harmless from any damages, losses and expenses including, but not limited to, reasonable attorneys’ fees and costs of negotiation, litigation or settlement, arising in connection with any breach by Buyer of any representation or agreement made in connection with this Order; any claim by any party relating to Warranty liability in excess of the stated above and based upon products shipped hereunder, or any claim by any party based upon products liability of products shipped hereunder.
12. COMPLIANCE WITH LAWS. Seller hereby certifies that, with respect to the production of products and/or
    performance or services under this Order, it shall comply with applicable State and Federal Laws including the Fair
    Labor Standards Act of 1938, as amended.
13. GOVERNMENT CONTRACTS. In the event that Buyer specifically notifies Seller that this Order is to be performed in relation to an identified Government prime or subcontract, then only those terms and conditions specifically agreed to by Seller via incorporation or reference on the face of Seller’s Order Acknowledgement Form shall be incorporated into this Order.
14. SET-OFF. Buyer may not set-off any amount owing or allegedly owing from Seller to Buyer against any amount invoiced for by Seller.
15. CLERICAL ERRORS ARE SUBJECT TO CORRECTION.
16. DISPUTES GOVERNING LAW. (a) In the event that Buyer and Seller are unable to amicably resolve any dispute arising hereunder, both agree to submit to arbitration in the State of Massachusetts; such arbitration to be conducted under the Rules of the American Arbitration Association. Should further legal action be taken by either party, both agree to submit to the personal jurisdiction of the courts of the State of Massachusetts; such courts hereby granted exclusive jurisdiction to adjudge any dispute arising hereunder. (b) The laws of the State of Massachusetts shall govern the interpretation of this Agreement and resolution of any dispute arising hereunder.
17. WAIVER. Seller’s failure to enforce any provision of the Agreement or exercise its rights upon breach by Buyer shall not be deemed to be Seller’s waiver of any of its past, present or future rights against Buyer.
18. SEVERABILITY. In the event that any term or condition of this agreement is held invalid by an entity having jurisdiction to so hold, than all other terms and conditions shall remain in full force and effect and any voided term or conditions shall be replaced by a term or condition meeting the original intent of the parties hereto.
19. ENTIRE AGREEMENT, MODIFICATION. This agreement constitutes the superseding, exclusive and final expression of the terms and conditions intended by the parties to govern the contract created by such. These terms and conditions may be modified only upon express, informed, mutual consent of Buyer and Seller as evidenced by writings signed by authorized officials of both.