Terms and Conditions

1. Acceptance

All orders are subject to acceptance by a duly authorized representative of Seller. In the absence of a written acceptance of these conditions by the Buyer an acceptance of any of the goods covered by this order shall constitute acceptance of these conditions, which shall comprise the entire contract between the Buyer and the Seller. The terms and conditions set forth herein shall not be deemed to be waived by Seller’s failure to object to provisions contained in Buyer’s order or other communications.

2. Prices

Unless stated otherwise all quotations are made and orders accepted on the basis of prices in effect at time of acceptance. All prices are Ex Works, place of shipment and do not include insurance, taxes, import duties or similar charges (Incoterms 2000).

3. Terms of Payment

Unless stated otherwise all quotations are made and orders accepted on the basis of prices in effect at time of acceptance. All prices are Ex Works, place of shipment and do not include insurance, taxes, import duties or similar charges (Incoterms 2000).

4. Under and Over Shipments

The Seller reserves the right to over-ship or under-ship any order by an amount not to exceed five percent (5%) of the amount ordered; payment to be based upon the quantity shipped.

5. Cancellation

This order is not subject to cancellation without the advance written consent of Seller, and should cancellation take place the purchaser shall agree to accept and pay within a period of 60 days after cancellation for all finished products, parts manufactured, and any material which Seller has on hand or on order than cannot be returned or cancelled.

6. Excusable Delays

Seller shall not be liable in damages or otherwise for delays or defaults in deliveries due to causes beyond its reasonable control including but not limited to those directly or indirectly caused by fires, floods, accidents, riots, acts of God, war, governmental interference, embargoes, strikes, power shortages, failure of suppliers to deliver, or any other cause or causes whether or not similar in nature.

7. Assignment

Any assignment of this order or any rights thereunder by the Buyer without the advance written consent of the Seller shall be void.

8. Patents

The Buyer shall hold Seller harmless against any expense for loss resulting from infringements of patents or trademarks arising from compliance with Buyer’s designs or specifications or instructions.

9. Limited Warranty

Seller warrants to the initial purchaser that its products will conform to the specifications published by Seller which are in effect at time of sale, or which are otherwise agreed to in writing by Seller. This warranty shall not apply to conditions resulting from misuse, abuse or neglect after shipment by Seller, improper installation or storage, or modifications made by Buyer. Seller’s liability under this warranty and for all causes relating to product defects, including, without limitation, negligence and strict liability, shall in no event exceed the purchase price paid to Seller for the particular quantity of the product with respect to which losses or damages are claimed. Any claim under this warranty must be made in writing within one year from the date of sale. Upon receipt of proof of claim satisfactory to Seller, Seller will, at its sole discretion, either replace the non-conforming product or refund the purchaser price thereof. Products shall not be returned to Seller without prior written authorization and shipping instructions from Seller. This warranty covers materials only and Seller shall not be responsible for labor or other costs.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.

SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, CONSEQUENTIAL OR PENAL DAMAGES (INCLUDING, BUT NOT LIMITED TO BACKCHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES).

10. Export

If any goods are sold for export, Seller’s terms & condition for export sales apply. Acceptance of export orders is not valid unless confirmed in writing by Seller. Buyer, NOT Seller, is responsible for compliance with all United States export control rules and regulations. Buyer shall not name Seller as shipper or exporter of record in connection with the export of any Goods purchased from Seller

11. Termination

Either party may terminate the whole or any part of the other party’s performance under a purchase order if there is a material breach of these Terms & Conditions. In the event of any such breach, the non-breaching party will provide the breaching party with written notice of the nature of the breach and the non-breaching party’s intention to terminate for default. In the event the breaching party does not cure such failure within ten (10) days of such notice, the non-breaching party may, by written notice, terminate the order; provided, that the breaching party shall continue its performance to the extent not terminated.

12. Governing Law

These Terms & Conditions and all disputes related to it shall be governed by the laws of the Commonwealth of Massachusetts, United States of America, without giving effect to its conflict of law rules.