TERMS AND CONDITIONS OF SALE

1. AGREEMENT

THE FOLLOWING TERMS AND CONDITIONS OF SALE SHALL CONSTITUTE THE COMPLETE AND FINAL AGREEMENT BETWEEN THE BUYER AND CONNECTORTECH, HEREINAFTER REFERRED TO AS "SELLER", RELATING TO THE SALE OF THE SELLER'S PRODUCTS OR SERVICES AND SHALL APPLY TO ALL QUOTATIONS, ACKNOWLEDGEMENTS AND PURCHASE ORDERS. NONE OF THESE TERMS AND CONDITIONS MAY BE MODIFIED UNLESS APPROVED BY SELLER IN WRITING. SELLER SHALL NOT BE DEEMED TO HAVE WAIVED THESE TERMS AND CONDITIONS IF IT FAILS TO OBJECT TO PROVISIONS INCORPORATED IN BUYER'S PURCHASE ORDER. BUYER'S SILENCE OR PAYMENT FOR, OR USE OF PRODUCTS OR SERVICES SHALL CONSTITUTE AN ACCEPTANCE OF THESE TERMS AND CONDITIONS. SHOULD THERE BE A CONFLICT BETWEEN THE PRESENT TERMS AND A PURCHASE AGREEMENT OR OTHER AGREEMENT SIGNED BETWEEN SELLER AND BUYER, THE TERMS OF SUCH OTHER AGREEMENT PREVAIL.

2. PAYMENT & TAXES

Terms of payment are cash on delivery, unless otherwise stated on the face hereof. Lawful interest may be charged on all overdue accounts. Except for sale, consumption or value added tax, any taxes, excises or other charges now or hereafter imposed for which Seller may be liable as a result of sale or production of the products sold hereunder, shall be charged to and paid by Buyer.

3. PRICES

Unless otherwise stated on the face hereof, the prices shall not be increased or decreased except where Seller raises or lowers its prices under its standard pricing method for the same products and quantities supplied under this Agreement. In such event, Seller shall have the right, upon giving written notice to Buyer, to increase or decrease the prices payable under this Agreement on all products unshipped as of the date specified in such notice, by the same amount as the standard pricing method increase or decrease.


4. DELIVERY, TITLE AND RISK OF LOSS

Unless otherwise agreed overleaf, delivery of the goods shall be FOB Seller factory and title and risk of loss shall vest in Buyer upon delivery of the goods to a common carrier.

5. SHIP DATE

The ship date as stated is Seller's best approximation of the anticipated ship date, and shall not be deemed to represent a fixed or guaranteed ship date. Unless otherwise agreed to by Seller, Seller reserves the right to ship at its convenience and shall not be liable for any changes in the date of shipment.

6. QUOTATION, FIRM ORDER

All quotations made by Seller are good for thirty (30) days unless otherwise noted. All orders and release schedules placed by Buyer and accepted by Seller are considered firm and may not be canceled or changed in any way without prior written approval by Seller. Buyer assumes all risks and agrees to pay all charges applicable to any order cancellation or modification.

7. TESTING, DESIGNS

Unless otherwise agreed, the stated prices do not include any qualification testing, test data or the granting of any rights to Buyer for designs, drawings or inventions. All products are governed by Seller part number and any Buyer numbers are used for reference purposes only.

8. TOOLING

Any non-recurring engineering charges invoiced by Seller shall not be deemed to grant Buyer any right, title or interest in any tools, dies, jigs, fixtures and items of like nature upon Buyer's payment of such charges and such items shall at all times be and remain the sole property of Seller.

9. STANDARD PACKAGING, ALLOCATION

Purchase orders and releases must be based on standard packaging. In the event of inability for any reason to supply the total demand for the products specified herein, Seller may allocate its available supply among any or all purchasers, as well as departments and divisions of Seller, on such basis as it may deem fair and reasonable without liability for any failure of performance which may result therefrom. Seller will inform Buyer seasonably on the conditions under which such allocation is applied.

10. WARRANTY

Seller warrants that the goods and services, when furnished to Buyer conform with Seller's current written specifications and drawings, (or if applicable, with those of the Buyer, specifically accepted by Seller in writing) and will be free of defects in material and workmanship. This warranty shall be valid for a period of twelve (12) months from the date of delivery of the relevant product. SELLER'S SOLE OBLIGATION (AND BUYER'S SOLE AND EXCLUSIVE REMEDY) FOR ANY BREACH UNDER THE FOREGOING WARRANTY, OR OTHERWISE, SHALL BE TO REPLACE FOB THE ORIGINAL POINT OF DELIVERY ANY PRODUCTS
WHICH ARE NON-CONFORMING OR DEFECTIVE, PROVIDED THAT BUYER SHALL HAVE GIVEN WRITTEN NOTICE TO SELLER WITHIN THIRTY (30) DAYS AFTER DATE OF SHIPMENT. SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY. THE FOREGOING WARRANTY SHALL NOT APPLY TO PRODUCTS THAT HAVE BEEN ALTERED OR REPAIRED BY ANYONE AND SHALL NOT BE ENFORCEABLE UNTIL THE GOODS AND SERVICES HAVE BEEN PAID FOR IN FULL.

11. RETURNS

Credit to the extent of the purchase price for products found to be defective shall be allowed upon return of said products, but only if returned to designated locations upon obtaining specific written authorization from Seller.

12. PATENT INFRINGEMENT

Seller shall, with respect to the regular sale and use of any product designed by Seller, indemnify Buyer from all damages and costs resulting from any claim that such goods constitute an infringement of a patent valid in the territory of sale, provided that Seller is promptly notified in writing of such claim, given the right to control the defense of any such claim, and such claim does not arise as a result of any application, use, or modification of such products by Buyer or others. Buyer agrees to fully defend, indemnify, and hold Seller harmless from any and all costs, expenses, damages, judgments or losses of any kind, including reasonable attorney's fees, arising from any claim, suit or demand that any goods manufactured by Seller according to Buyer's design, specifications, or instructions infringe any patent. This paragraph states the entire liability of either party with respect to any patent infringement.

13. LIMITATION OF LIABILITY

No claim of any kind, including patent infringement, whether as to products or services delivered or for non-delivery of products or services, shall be greater in amount than the purchase price of the products or services in respect of which such damages are claimed, This remedy shall be the exclusive and sole remedy of the Buyer. SELLER WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR THE COST OF REMOVAL OR REINSTALLATION OF PRODUCTS OR THE COST OF DISASSEMBLY OR REASSEMBLY OF EQUIPMENT IN CONNECTION THEREWITH, OR FOR LOSS OF THE USE OF BUYER'S EQUIPMENT OR FACILITIES, OR FOR LOSS OF BUSINESS OR GOOD WILL OR PROFITS, OR FOR COST OF INSPECTION OR STORAGE, OR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER WHICH MAY ARISE FROM SELLER'S SALE OF PRODUCTS OR SERVICES TO BUYER.

14. APPLICABLE LAW, JURISDICTION

Any disputes relating thereto shall be controlled under the laws of the country of Seller. Seller and Buyer agree to accept and be bound by the exclusive jurisdiction of the courts of the country of Seller.

15. GENERAL TERMS

a) Errors: Any claims for administrative errors must be made within thirty (30) days of receipt of products, by written notice to Seller. Errors or omissions of a clerical or mechanical nature appearing on the face hereof are subject to correction by Seller.

b) Financial conditions: All terms of payment are subject to approval of Seller's credit department. Buyer represents to Seller that it is solvent. In the event that Buyer's financial conditions shall become impaired prior to full payment to Seller, Buyer shall notify Seller immediately. In the event that Seller, in its sole judgment, finds Buyer's financial conditions unsatisfactory to Seller (with or without notice from Buyer), Seller may exercise any or all of the following options: demand immediate payment; suspend all further deliveries; reclaim any goods not paid for; terminate this Agreement upon 2 days written notice to Buyer, without
limitation of any other rights or remedies it has herein or under law.

c) Buyer's liability: Buyer, in the event of its default in any of its obligations hereunder, shall be liable for all of Seller's damages, including its loss of actual or anticipated profits, reasonable attorney's fees, costs of collections, with interest thereon at the prime rate, in addition to other remedies Seller shall have under law.

d) Waiver: Seller's failure to insist upon strict performance of any of the terms herein shall not be deemed a waiver of any rights or remedies that Seller may have, and shall not be deemed a waiver of any subsequent breach or default in the terms, conditions, and covenants herein contained

e) Force majeure: Seller shall not be liable for any failure to carry out its obligations under this Agreement where such failure is due to any condition or happening whatsoever beyond its or its suppliers' reasonable control, including but not limited to fire, windstorm, flood, earthquake, or other Acts of God; strikes, lockouts or other work stoppages; wars, riots, or civil commotion; government priorities, allocations, regulations or restrictions; interference or restraint of public authority, (whether legal or not); explosion or accident; epidemic or quarantine restrictions; failure of its suppliers or subcontractors; shortage of raw materials or
labor; or any other cause, (whether or not of the same kind as those herein specified) which Seller cannot provide against by the exercise of reasonable diligence in its sole judgment. Quantities so affected may, at Seller's sole option, be eliminated without liability but this Agreement shall otherwise remain unaffected.

f) Headings: Headings are for convenience only and shall not be used in construing and interpreting this agreement.

g) Assignment: Neither this Agreement nor any rights hereunder may be assigned by Buyer, without the prior written consent of Seller. Seller may assign its rights, liabilities and obligations hereunder to any affiliate or subsidiary without prior written notice.

h) Disclaimer: Any technical advice, recommendations and services rendered by the Seller, are based on data believed to be reliable, and are intended for use by skilled persons at their own risk. Seller assumes no responsibility to Buyer for events resulting or damages incurred from their use. They are not to be taken as a license to operate under or intended to suggest infringement of any process.