1. Taxes: Prices quoted do not include any state or local property, sales, use or privilege taxes, or any export or import duties or taxes or the like. Buyer agrees to pay or reimburse any such taxes and duties required to be paid in respect of this transaction.

2. Payments: Terms of payment are net thirty (30) days from date of invoice. Pro rata payments become due as shipments are made. If shipments are delayed by buyer, payments become due from date the seller is prepared to make shipment. If completion of manufacture is delayed by buyer, payment shall be due and made based on the contract price and percent of completion as determined by seller. Equipment held as a result of buyer delay shall be at the risk and expense of buyer. Buyer agrees to pay a late payment charge of 1.5% per month on any payment made after its due date.

3. Shipment: Shipment date is approximate. Equipment will be shipped FOB point of shipment, freight prepaid and insurance prepaid and listed separately. 4. Loss, Damage or Delay: The seller shall not be liable for loss, damage or delay resulting from causes beyond its reasonable control, including but not limited to inability to obtain necessary labor or materials or breakdown of manufacturing facilities. In the event of delay due to any such cause, shipment date will be postponed to such time as may be reasonably necessary to compensate for the delay.

5. Warranties: The seller warrants that upon shipment the equipment shall conform to seller’s specifications in all material respects. The seller also warrants that the equipment shall be free of reasonably discoverable defects in workmanship and materials for a period or twelve (12) months from the date of shipment. No other words or actions shall constitute a warranty by seller. Any sample or literature exhibited to buyer was for the sole purpose of illustrating the general type of product and not as a representation that the equipment covered hereby will conform to such sample or literature. The only representations, affirmations or warranties to which the seller shall be bound are those contained in these terms and conditions, as the same may be amended in the manner set forth below. No employee or representative has authority to bind the seller to any representation, affirmation or warranty not specifically included in these terms and conditions.


6. Limitation of Liability: The sole remedies of buyer arising out of this transaction or with respect to the equipment covered hereby shall be limited to those contained in these terms and conditions of sale exclusively and in lieu of any and all other remedies, whether based upon breach of warranty, contract, negligence or other tort. Buyer waives all remedies unless claim is made within twelve (12) months after shipment. The seller shall at its election and expense repair or replace (FOB point of shipment) the equipment or any part thereof covered which seller determines does not comply with one or more of the foregoing warranties, provided that such equipment or part was used in a proper manner, under normal conditions and in accordance with such directions for use as may be furnished by the seller, and provided that alterations or repairs upon such equipment or part by one other than the seller shall have been performed, in the sole judgment of the seller, in a proper manner and shall not have resulted in a substantial change therein. The seller shall under no circumstances be liable to the buyer for consequential, incidental, special or indirect damages arising out of this transaction or the use or misuse of the equipment or any part thereof covered hereby, whether based upon breach of warranty, contract, negligence or other tort.

7. Title-Risk of Loss: The equipment covered hereby shall remain the property of the seller until fully paid for in cash and buyer agrees until full payment is made to perform all acts which may be necessary to perfect and assure retention of title thereto by the seller. Risk of loss of equipment shall pass to buyer upon delivery to carrier FOB point of shipment. 8. Confidential Information: Buyer acknowledges that technical information contained in plans, drawings, specifications, photographs and other documents, disclosed and/or furnished to it by the seller are the sole and exclusive property of the seller, and buyer shall hold same in confidence. Buyer shall not duplicate or disclose any of such information to any other person, firm, or corporation, and shall not use such information except in connection with this transaction, without express written permission of the seller.

9. Cancellation: Any order or contract may be canceled by buyer only with the consent of seller, and upon payment of reasonable charges based upon expenses already incurred and commitments made by the seller. The buyer will be responsible to accept originally scheduled shipment for a period through sixty (60) days after date of cancellation.

10. Fair Labor Standards Act: The seller certifies that its equipment is produced in compliance with all applicable requirements of the Federal Fair Labor Standards Act, as amended, and of regulations and orders of the U. S. Department of Labor under Section 14 thereof.

11. Governing Law; Jurisdiction: This contract shall be deemed to have been entered into in the state of Connecticut. Any dispute relating to this contract or to the sale of the equipment shall be governed by Connecticut law. The state and federal courts of Connecticut shall have exclusive jurisdiction over all such disputes.

12. Buyer agrees to pay all costs and attorneys fees incurred by seller in enforcing its rights under this contract.

13. Other Provisions: The terms and conditions of this contract constitute the entire agreement between the parties and supersede all prior oral or written understandings. All shipments shall be expressly limited to these terms and conditions. Other terms or additional terms, whether on buyer’s purchase order, business forms or otherwise, including any different or additional terms proposed by buyer, are expressly rejected and not binding on seller unless expressly assented to in a written amendment to this contract. Commencing performance of this contract by seller shall not constitute acceptance by seller of different or additional terms. Any amendment to this contract must be in writing and signed by duly authorized officers of both parties.