TERMS AND CONDITIONS OF SALE
CONTROLLING TERMS AND CONDITIONS
Unless otherwise agreed to in writing, the following terms and conditions apply in addition to any terms set forth on Sellers
quotation or order acknowledgment. If there is any conflict between these terms and the terms of the Buyers forms, these
terms shall prevail.
BUYERS CREDIT
The Seller reserves the right at any time to suspend credit, to change credit terms provided herein, to suspend performance, to
decline to ship, or to stop any goods in transit when, in its sole opinion, the financial condition of the Buyer so warrants. In
any such case, in addition to any other remedies provided by law, Seller may terminate any contract between Buyer and
Seller. Failure to pay any invoice when due makes all prior and subsequent invoices immediately due and payable,
irrespective of terms, and the Seller may withhold all subsequent deliveries and terminate any services until the full account
is settled. Acceptance by the Seller of less than full payment shall not be a waiver of any of its rights.
ACKNOWLEDGED SHIPMENT DATES
Stated delivery dates are estimates only. Seller shall not be liable for failure to deliver or delays in delivery occasioned by
causes beyond Seller’s control, including without limitation strikes, lockouts, fires, floods, embargoes, earthquakes, outbreak
of hostilities, terrorist acts, machinery breakdowns, delays of carriers or suppliers, power outages, shortage of materials, and
governmental acts and regulations.
PRICING
Seller has the right to change, at any time during the term covered by any associated contract, the price or terms of payment
specified herein, provided the Seller has given Buyer at least 90 days written notice of such change. Upon receiving written
notice of change, Buyer has 30 days to cancel any portion of the contract; which will increase in price. Failure to provide a
formal written cancellation will constitute acceptance of the new price and an obligation to purchase.
TERMINATION, REDUCTION IN QUANTITY, RESCHEDULING DELIVERY
In the event Buyer desires to terminate any part or all of the work to be done hereunder; or reduce the quantity of goods
ordered, or reschedule the delivery of any goods, Seller shall be entitled to fair compensation for any costs incurred up to the
point of termination including any increased costs by reason of revisions and changes in delivery schedule or any loss of
anticipated profits. In addition, Seller shall be entitled to compensation as per the contract for articles which have been
completed as of the time of termination and any cost incurred by Seller in making settlement hereunder.
DELIVERY
Delivery of goods to common carrier shall constitute delivery to Buyer, and all risk of loss or damage in transit shall be borne
by Buyer.
TAXES AND DUTIES
All federal, state, and local taxes (including without limitation sales, use, and excise taxes) which Seller is required to pay or
collect with respect to the sale, purchase, delivery, storage, processing, use, consumption, or transportation of goods or
services covered hereunder shall be for Buyer’s account. On shipments to Buyer outside the United States, Buyer shall pay
directly any customs, duties, and related charges or assessments by any government entity.
CLAIMS
Buyer shall afford Seller prompt and reasonable opportunity to inspect goods, or materials as to which any claim is made by
Buyer. Seller reserves the right, in its sole discretion, within a reasonable period following receipt of claim by Buyer to
replace or substitute other goods or services therefore, and by making such replacements; Seller shall have no further liability
to Buyer with respect to such goods or services. If any defective goods or services are not so replaced by Seller, Seller’s
liability shall be limited to the stated purchase price of such goods or services. SELLER SHALL IN NO EVENT BE
LIABLE FOR BUYER’S MANUFACTURING COSTS, LOST PROFITS, GOOD WILL OR OTHER INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
LATE PAYMENT
Buyer shall pay the Seller interest at the rate of one and one-half percent (1.5%) per month or the highest lawful rate of
interest permissible under applicable law, whichever is less, on all past due accounts. In case suit or action is instituted to
enforce the payment provisions on the face hereof, the losing party shall pay the prevailing party’s reasonable attorneys’ fees
as determined by the court at trial and upon any appeal there from. All payments by Buyer to Seller hereunder shall be in
U.S. Dollars ($US).
DISCLAIMER OF WARRANTIES
Unless Seller delivers to Buyer in connection with this transaction, a writing of Seller expressly specified to be a warranty in
or on such writing, ALL EXPRESS WARRANTIES ARE EXCLUDED AND DISCLAIMED. To the extent permitted by
law, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR
PURPOSE ARE EXCLUDED AND DISCLAIMED.
LIMITATION OF LIABILITIES
All claims by Buyer in connection herewith shall be deemed waived unless made in writing and delivered to Seller within
seven days after receipt of goods or services by Buyer. Promptly after Buyer learns of it, Buyer shall notify Seller of any
accident resulting in personal injury or death which Seller believes or has reason to believe involves any goods or services
covered hereunder. If Buyer fails to notify Seller, Buyer shall indemnify Seller and hold it harmless from and against any
and all liabilities and expenses (including reasonable attorneys’ fees) arising out of the incident or event.
PATENTS
With respect to goods produced by Seller, Seller represents that such goods, unless made specifically for Buyer according to
Buyers specifications, do not infringe upon any valid U.S. patent. Buyer agrees to promptly notify Seller of any claim of suit
involving Buyer in which infringement is alleged. In the event that any such claim or suit arises whereby Seller is made a
party to, Buyer agrees that Seller shall have the authority to decide the best course of action in defending and/or negotiating a
settlement of such a claim or suit. With respect to goods not produced by Seller, Buyer shall hold Seller harmless and
indemnify Seller from and against all claims, loss or damage arising from infringement of any patent, by reason of the
purchase, sale or use by Buyer of goods.
CHOICE OF LAW; JURISDICTION; JURY TRIAL WAIVER.
The validity, interpretation, construction, and performance of this agreement shall be governed by the laws of the State of
Massachusetts without regard to its conflicts of law principles. The parties agree that any suit, action or other legal
proceeding that is commenced to resolve any matter arising under or relating to any provision of this agreement shall be
commenced only in a court of the State of Massachusetts (or, if appropriate, a federal court located within the State of
Massachusetts) and the parties consent to the jurisdiction of such court. The parties hereto accept the exclusive jurisdiction
and venue of those courts for the purpose of any such suit, action or proceeding. Both buyer and Seller each hereby
irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any
provision of this agreement.
MISCELLANEOUS
Any clause or provision required by applicable law or regulation to be included herein or in an agreement of sale of the type
provided for hereby is by this reference incorporated herein. Both parties shall strictly observe and comply with all
international, federal, state, and local laws, rules, regulations, and orders which govern or affect the manufacture, sale,
handling, or disposal of the goods or services covered hereunder.
VERSION: 110422
DATE: April 22, 2011