1. Agreement and Limitations: The agreement ("Sales Contract") between Seller and Buyer with respect to the sale of goods and the performance of services incidental hereto, if any, shall consist of the terms and conditions appearing below and the reverse side hereof together with any additions or revisions of such terms and conditions mutually agreed to in writing by Seller and Buyer. Seller rejects and shall not be bound by any additional or different terms, whether printed or otherwise, in Buyer's purchase order or in any other communication from Buyer to Seller unless specifically agreed to by Seller in writing. The Sales Contract shall be for the benefit of Seller and Buyer and not for the benefit of any other person. Acceptance of order, whether oral or written, is based on the express condition that Buyer agrees to all of the terms and conditions contained herein. Acceptance of delivery by Buyer will constitute Buyer's assent to this Sales Contract. Prior courses of dealing, trade usage and verbal agreement not reduced to a writing signed by Seller, shall not be binding on Seller, to the extent they modify, add to, detract from, supplant or explain this Sales Contract.

2. Termination or Modification: This Sales Contract may be modified or terminated only upon Seller's written consent. If all or part of the Sales Contract is terminated with Seller's written consent, Buyer, in the absence of contrary written agreement signed by Seller, shall pay termination charges as herein set forth, except that any goods, special tooling or components completed or services performed on or prior to Seller's acceptance or such termination shall be accepted and paid in full by Buyer. Termination charges for standard goods will be a percentage of the total dollar reduction of the order, based on the number of days notice given to Seller by Buyer. If 90 days notice or greater is given, Buyer is liable for 0%; If 61-89 days notice is given, Buyer is liable for 10%; if 31-60 days notice is given, Buyer is liable for 20%; and if 30 days notice or less is given, Buyer is liable for 25%. Clerical errors are subject to corrections by Seller or upon Seller's written consent.

3. Assignment: Buyer may not assign any rights due or delegate any performance owed under the Sales Contract without the written consent of Seller.

4. Price: The price to be paid by the Buyer shall be the Seller's price in effect at date of shipment. Seller reserves the right to over ship or under ship orders by 10% of the quantity ordered. If it is agreed by Seller and Buyer in writing that the exact quantities must be shipped, there will be a surcharge of 10% of the normal price.

5. Delivery: Unless stated otherwise on the face of Seller's Order Acknowledgement, Seller's obligation is to deliver the goods F.O.B. Seller's place of manufacture. Risk of loss passes to Buyer at the moment of delivery. Delivery dates appearing on Seller's Order Acknowledgement or given to Buyer in any other manner are approximate. Seller will not be liable for failure to make delivery or delay in making delivery that directly or indirectly results from or is contributed to by any cause beyond Seller's reasonable control, including but not limited to: fire, flood, or other acts of God; strikes or other labor disagreements; accidents; acts or requirements of government, or civil authorities, riot, war, embargo; shortages of labor, material or energy; delays in transportation; failures or delays by subcontractors or suppliers; or necessary changes in production or shipment schedules. In the event of such delays, Seller will have the right to apportion available supplies among its customers, including Buyer, in any manner that Seller decides to be fair and reasonable, and any delivery date will be postponed for a period of time equal to the delay. If shipments are held at Seller's premises at the request of Buyer, invoices will be rendered for all completed goods as though actually shipped, and Buyer will also pay Seller for all extra expenses incurred.

6. Installment Deliveries: Seller at its option may deliver the goods sold to Buyer in lots of any size that Seller determines to be reasonable. The delivery of nonconforming goods or a default of any nature with respect to one or more installment deliveries will not substantially impair the value of the agreement as a whole.

7. Specifications: Specifications and other requirements shall be interpreted in accordance with drawings or other documents as submitted unless specific written exceptions are taken prior to order entry. Where such specifications or requirements are not clearly defined, or where there exists a conflict in interpretation, Seller's manufacturing quality standards will apply.

8. Inspection and Claims: Buyer shall inspect and test the goods immediately upon receipt thereof. All claims for any alleged defects in Seller's performance under this Sales Contract, capable of discovery upon reasonable inspection and testing, must be fully set forth in writing and received by Seller within 30 days of Buyer's receipt of the goods. In such an instance, no product shall be returned to the Seller without the Seller's prior written consent. Failure to make any such claim within the period herein specified shall constitute a waiver of such claim and an irrevocable acceptance of the goods by the buyer.

9. Warranty: The Seller warrants that the material and the parts, when delivered F.O.B. place of manufacture, will be free from defects in title, and will be of a kind as described in this Sales Contract title, and will be of a kind as described in this Sales Contract, provided however, that this warranty (exclusive of title) shall be limited to material and parts found to be defective and for which claim is made by Buyer in accordance with paragraph 8 above. If Buyer had not provided specifications, Seller warrants that the goods when delivered (F.O.B. place of manufacture) will meet Seller's Inspection Quality Levels for goods of the type sold in effect on the day of delivery unless Buyer has received a sample or model, in which case Seller's warranty will be satisfied if the goods conform either to the sample or model or to the Seller's Inspection Quality Levels. If Buyer has provided specifications, Seller warrants that the goods will conform to the specifications unless Seller has received a sample or model, in which case Seller's warranty will not extend to any goods that have been subjected to (a) improper installation or storage; (b) accident, damage, abuse or misuse; (c) abnormal or unusual operating conditions or applications; (d) operating conditions or applications above the rated capacity of the goods; (e) operating conditions or applications not made known to Seller prior to the date of the Sales Contract; or (f) a purpose or application in any way different from that which they were designed. Any description of the goods made by Seller does not create an express warranty different from that provided in this paragraph 9. No agent, employee, or representative of the Seller has any authority to bind the Seller to any representation, affirmation or warranty concerning the goods other than as herein provided any such representation, affirmation or warranty shall not be deemed to have become a part of the basis of the Sales Contract and shall be unenforceable.

10. DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTY STATED IN PARAGRAPH 9 ABOVE, SELLER DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE MATERIALS AND PARTS SUBJECT TO THIS SALES CONTRACT INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, FRREDOM FROM CLAIMS OR OTHERS WITH RESPECT TO INFRINGEMENT AND THE LIKE, OR OTHERWISE.

11. EXCLUSIVE REMEDY: THE SOLE EXCLUSIVE REMEDY OF BUYER FOR ANY LIABLILITY OF SELLER OF ANY KIND INCLUDING (i) EXPRESS OR IMPLIED (OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR OTHERWISE), (ii) CONTRACT, (iii) NEGLIGENCE, OR (iv) OTHERWISE, IS LIMITED TO THE REPAIR OR REPLACEMENT (F.O.B. SELLER'S PLACE OF MANUFACTURE) BY SELLER OF THAT MATERIAL AND PARTS SUBJECT TO THIS SALES CONTRACT FOR WHICH CLAIM IS MADE BY BUYER IN ACCORDANCE WITH PARAGRAPHS 8 AND 9 ABOVE AND WHICH SELLER ON PROPER EXAMINATION BY IT DETERMINES TO BE DEFECTIVE. IN THE UNLIKELY EVENT THAT SUCH REPAIR OR REPLACEMENT IS IMPRACTICAL OR WILL NOT PERMIT BUYER TO RECEIVE THE BENEFITS OF THE WARRANTY CONTAINED IN PARAGRAPH 9 OF THIS SALES CONTRACT, BUYER MAY RETURN THE MATERIAL OR PARTS TO SELLER IN WHICH CASE SELLER UPON VERIFICATION THAT SUCH REPAIR OR REPLACEMENT IS IMPRACTICAL OR WILL NOT PERMIT BUYER TO RECEIVE THE BENEFITS OF THE WARRANTY CONTAINED IN PARAGRAPH 9 OF THIS SALES CONTRACT, SHALL PROMPTLY PAY TO BUYER THE AMOUNT THERETOFORE PAID TO SELLER IN RESPECT TO SAID MATERIAL AND PARTS.

12. LIMIT OF LIABILITY: SELLER SHALL IN NO EVENT INCUR ANY LIABILITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR EXPENSES OF ANY KIND WHATSOEVER.

13. Payment: Terms of payment are effective from the actual date of invoice. If complete payment is not made when due, the unpaid balance shall be subject to a finance charge of one percent (1%) of the unpaid balance per month. The amount of all finance charges shall be added to the balance owed to Seller. If Buyer fails to pay an invoice when due, or if the financial condition or credit of Buyer becomes unsatisfactory to Seller, Seller, at its option and without affecting any other lawful remedy, may change the terms of payment or suspend work and further deliveries, or both, until Buyer provides security or other assurances of performance as demanded by Seller. The failure or refusal of Buyer to provide assurance within ten (10) days after a request by Seller shall constitute a repudiation of the entire Sales Contract.

14. Solvency of Buyer: By submitting any purchase order or other writing, Buyer represents that it is solvent for the purpose of UCC § 2-702, and that it is not insolvent as defined by UCC § 1-201 (23). Buyer shall notify Seller promptly if Buyer becomes insolvent as defined by UCC § 1-201 (23). The transmission of any writing by Buyer to Seller during the course of performance of the Sales Contract shall be understood to constitute a written representation of continues solvency for the purposes of UCC § 2-703 (2).

15. Title: Title to any goods sold will remain vested in Seller until payment in full of all amounts owed to Seller under the Sales Contract, or under any other agreement between Seller and Buyer. In the event of Buyer's default in payment or any other breech of the Sales Contract, Seller or its legal representative may enter Buyer's premises and dismantle, repossess and remove any goods sold under the Sales Contract, including goods that might have become fixtures. Buyer will not hold Seller liable for any action taken pursuant to this paragraph. The rights of Seller provided by this paragraph will be in addition to any other tights under applicable law, all of which will be cumulative.

16. Seller's Remedies: In addition to any remedies provided in the Sales Contract, Seller will be entitled to all remedies provided under applicable law. All remedies will be cumulative. In the event of any breach of Buyer, Seller may recover any special, incidental or consequential damages arising from Buyer's breach.

17. Indemnification: Buyer will protect, defend and hold Seller harmless from all claims, expenses, loss or damage resulting from alleged or actual infringement of patents, trademarks or other propriety rights of third persons that result from Seller's compliance with Buyer's designs, specifications or instructions. Buyer also assumes all risk and liability for loss, damage or injury to third persons or to property arising out of the use or possession of the goods sold by Seller to Buyer, and Buyer agrees to protect, defend and hold Seller harmless from any such claims by third persons. Buyer will also hold harmless against liability or obligation, whether in contract, tort (including but not limited to negligence and strict liability) or otherwise, with respect to any expense, loss or damage to Buyer or any other person resulting from goods subjected to (a) improper installation or storage; (b) accident, damage, abuse, or misuse; (c) abnormal operating conditions or applications; (d) operating conditions or applications above that rated capacity of the goods; (e) operating conditions or applications not made known to or contemplated by Seller at the time of the agreement; or (f) a purpose or application other than or varying in any degree from that for which the goods were designed.

18. Equipment Charges: Charges by the Seller for dies, tools, gauges or other equipment do not convey any right of ownership or possession to Buyer. Equipment charges relate to equipment only, and do not reflect a purchase of the equipment by Buyer.

19. Taxes: Unless otherwise stated, Seller's prices do not include any sales, use, excise, value added or other tax. All present or future tax obligations are the responsibility of and must be paid by the Buyer. If Buyer claims that the goods sold are exempt from any particular tax, Buyer must provide Seller with a tax exemption certificate acceptable to the taxing authorities.

20. Clerical Errors: Seller has the right to correct any stenographic or clerical errors in any of the writings issued by it.

21. Limitation of Actions: Any cause of action arising from this Sales Contract or the breach hereof must be initiated within two years after the cause of action accrues.

22. Governing Law: The interpretation, construction and validity of this Sales Contract is to be governed by the law of the state from which the Seller's Quotation or Order Acknowledgement is issued, without regard to the conflict-of-laws rules thereof. References to the "UCC" are to any action brought in connection with this Sales Contract.
(OR)
Arbitration: Any claim or dispute arising hereunder shall be decided by arbitration in New York City, State of New York, in accordance with the rules of the American Arbitration Association, provided that no demand for arbitration shall be instituted after the date after which legal proceedings on the same claim would have been barred by the applicable statute of limitations. The award rendered in such arbitration may provide for equitable remedies, an accounting and/or attorney's fees, as the arbitrator shall see fit. Such award shall be final, and judgment on such award may be entered in any court, state or federal, having jurisdiction thereof. This provision shall not preclude the impleading of one of the parties by the other in an action brought by a third party.

24. Entire Agreement: This Sales Contract, and any descriptions on the reverse side hereof, constitute a complete and exclusive statement of the Sales Contract of the sale of the goods by Seller to Buyer. There are no other promises, conditions, understandings, representations or warranties. If any term, clause, or provision contained in the Sales Contract is declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause, or provision herein contained. Waiver by Seller of any breach of the Sales Contract shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right which may be exercised at any subsequent time.