TERMS AND CONDITIONS OF AGREEMENT

1. CONTRACT. Our Order Confirmation or Quotation constitutes the complete and only agreement and contract between us. No agent or employee is authorized to agree otherwise or to waive this stipulation.

2. PAYMENT AND TAXES. Invoices will reflect the net prices plus any applicable sales, use, excise or similar taxes. You will pay each invoice in U.S. dollars drawn on and payable by a U.S. bank on or before the due date stated on each invoice on the terms set forth on the face hereof. Bank collection or processing fees are for your account. No payment will be withheld by you pending settlement of any claim, allowance or adjustment. Interest on amounts not paid when and as due will accrue at the highest rate permitted by applicable law.

3. DELIVERY. Unless we agree otherwise in writing, delivery of the goods hereunder shall be made f.o.b. our plant. Risk of loss or damage shall pass to you upon delivery to the carrier. It will be your responsibility to recover from the carrier for shortages or damage in transit, and no credit or deduction will be granted by us therefor. You agree to pay the carrier’s published tariff. This paragraph applies whether or not freight is prepaid by us.

4. QUANTITIES. We may ship and you will accept in full performance of this Agreement any quantity within 10 percent of quantities specified on the face hereof. Invoicing will be based on actual quantities shipped.

5. SHIPMENT DATES. Scheduled shipping dates shown on the face hereof are estimates only and are subject to delays resulting from causes beyond our reasonable control. We will not be liable for damages, direct or consequential, resulting from failure to make shipments as estimated.

6. WARRANTIES. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR OTHERWISE, EXCEPT AS FOLLOWS:
All goods are warranted, for a period of forty five (45) days from the date of shipment, to meet our published specifications and to be free from defects in materials and workmanship when shipped. Our obligation under this warranty shall be limited to repair or replacement of goods proven within the warranty period to have been defective at the time of shipment. Upon discovery of any such defect, you shall promptly notify us thereof, and, if requested by us, return the defective goods to us. You shall be responsible for all expense of removal, freight and reinstallation in connection with repairs or replacements of defective goods. In no event shall we be responsible for or reimburse you for repairs or replacements made by others. In no event and under no circumstances shall we be liable for loss of anticipated profits or for interruption of operations or for any special, incidental or consequential damages whatever.

7. CREDIT TERMS. We may, at any time and from time to time in our sole discretion, limit or cancel your credit as to either time or amount or both, and as a consequence we may require full or partial payment in cash before delivery. If so, we will notify you in writing of the payment or payments required, and your failure to make any such payment on or before the due date shall constitute a repudiation of this Agreement. Bankruptcy or insolvency proceedings by or against you shall lso constitute a repudiation of this Agreement. If we reasonably doubt your financial condition or ability to pay, or if you are delinquent in the payment of any invoice, we may without liability and without prejudice to any other remedy, suspend our
performance, decline to ship, stop any goods in transit or take any other action we are legally entitled to take until we receive full cash payment in advance or, at our option, adequate security for full payment.

8. RETURNS. No goods sold and delivered may be returned to us without our prior written authorization or a return materials authorization number (RMA).

9. PATENTS. We will indemnify you against any claim that the sale or use of catalog items sold under this Agreement constitutes an infringement of any U.S. patent covering the sale or use of such goods as sold by us, but not the use thereof in combination with other goods or materials, provided you shall give us prompt written notice of any such claim and an opportunity to defend or dispose of the same. This warranty and indemnity does not apply to any goods manufactured or assembled by us pursuant to specification supplied by you.

10. CANCELLATION CHARGES. If you cancel or repudiate this Agreement, you will pay to us on demand our reasonable cancellation charges.

11. LAW APPLICABLE. All matters relating to the making, validity, construction and performance of this Agreement shall be governed by the law of Pennsylvania.

12. PRICE. On items not shipped within 90 days of the date of this Agreement, you will be invoiced and you will pay the price in effect at time of shipment.