Unless previously withdrawn, Seller’s Quote is open for acceptance within the period stated therein or, when no period is so stated, within sixty (60) days after its date. Prices are firm for delivery within the period stated in Seller’s Quote and are exclusive of sales tax and any similar and other taxes, duties, levies or other like charges. Prices are for Products Parts delivered F.O.B. carrier, at the place of manufacture or warehouse location, exclusive of insurance.

Payment

Unless otherwise specifically set forth in Seller’s Quote, all payments by a domestic (US) Purchaser are due within 30 days following the date of invoice. Any late payments will be charged interest at the lower of (i) 1.5% per month or (ii) the highest rate permissible under applicable law. Seller shall be entitled to suspend or terminate its performance under this Agreement or any other Quote or Agreement between the Parties in the event that Purchaser fails to make payments as and when due or fails to give adequate assurances of performance as and when requested by Seller. If, in Seller’s sole judgment, Purchaser’s financial condition or any other circumstance causes Seller to be insecure with respect to Purchaser’s performance of any obligation under the Agreement, Seller reserves the right to accelerate payment or otherwise require alternative payment terms, including, without limitation, letter of credit, wire transfer, credit card, and advanced payment. Purchaser shall reimburse Seller for all costs incurred in collecting any late payments including, without limitation, attorneys’ fees.

Delivery

In the event the Quote or an order acknowledgement identifies a shipment schedule, such is only an estimate for delivery, subject to force majeure or other events whether within or without Seller’s control and Seller does not assume liability, consequential or otherwise, because of any delay or failure to deliver all or part of any order for any reason, including its active or passive negligence. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Purchaser. Each shipment will constitute a separate sale, and Purchaser shall pay for the Products shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. Additionally, any carrier shall be deemed Purchaser’s agent, and Purchaser shall make all claims with respect to damage in transit against the responsible carrier. Purchaser hereby expressly acknowledges and agrees that Section 2-510 of the Uniform Commercial Code shall not apply to this Agreement and that title to and risk of loss concerning the Products shall pass to Purchaser upon delivery to any carrier for shipment.

Acceptance and Returns

Purchaser shall be conclusively presumed to have inspected and accepted the Products unless it notifies Seller in writing of any alleged defect or nonconformity (collectively, “Nonconformity”) within thirty (30) days of delivery provided, however, that use of any Products by Purchaser for any purpose, after delivery thereof, constitutes Purchaser’s acceptance of the Products. Purchaser is required to furnish such evidence or documentation with respect to any alleged defect or nonconformity as reasonably required by Seller. If Purchaser timely notifies Seller of any Nonconformity whether prior to acceptance or pursuant to the limited warranty set forth below), Seller shall, in its sole discretion (i) replace such Nonconforming Products with conforming Products, or (ii) credit the price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Purchaser in connection therewith; provided that neither replacement nor credit shall be given unless and until the alleged Nonconformity is established to Seller’s satisfaction after suitable inspection and/or testing by Seller. Nonconforming Products may only be returned following written permission of Seller and issuance of a return merchandise authorization (“RMA”) number. If return authorization is granted, Purchaser shall properly and promptly package and ship the Products to Seller. Upon examination by Seller the article must be shown to have been Nonconforming; otherwise, Purchaser shall be required to pay for such Product in accordance with the payment terms herein as well as all shipping costs in connection with the return of the Product.

Limited Warranty

Seller warrants the Products against defects in material or workmanship which exist in such items at the time of shipment or that develop under normal use within the following periods, provided that Purchaser gives Seller written notice of any such defects within the stated warranty period and any Nonconforming Products are returned to Seller upon issuance of authorization as set forth above: (i) Seller’s manufactured Products – twelve (12) months from the date of shipment; (ii) third party manufactured Products including major sub-systems manufactured by third-parties but integrated into Seller’s Products – third party warranty only. With respect to the warranty provided under clause (i), Seller will at its option and as its sole responsibility, either repair or replace the Product, or credit the price for the Product that does not conform to the warranty or description herein contained; subject, however, to Purchaser’s return of the Product claimed to be not in accord with such warranty upon Seller’s request and issuance of an RMA number (in which case Purchaser shall properly and promptly package and ship the Product to Seller).

Upon examination by Seller the article must be shown to have been defective due to a breach of this warranty. Seller will retain any replaced Product and such replaced Product shall become the property of the Seller and Purchaser hereby waives any right it has to receive the replaced Product. The warranty period on such repaired or replaced article shall be the unexpired term of the original warranty. This warranty is made to the original Purchaser only and is nontransferable. Products manufactured by a third party are not covered by the foregoing warranty.

For clarity, and notwithstanding the foregoing, Seller shall not be liable for any defects due to: wear and tear; materials or workmanship made, furnished or specified by Purchaser; non-compliance with Seller’s storage, installation, operation or environmental instructions or requirements; lack of proper maintenance; or any modification or repair not previously authorized by Seller in writing. Further, EXCEPT AS SET FORTH ABOVE IN THIS LIMITED WARRANTY SECTION, AND EXCEPT AS TO TITLE TO THE PRODUCTS, SELLER MAKES NO REPRESENTATION, STATEMENT OF FACT, PROMISE OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO MERCHANTABILITY, CONDITION, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

In no event shall Seller be liable to Purchaser or any third party for any loss of use, revenue or profit, or for any consequential, indirect, incidental, special exemplary, or punitive damages whether arising out of breach of contract, tort or otherwise, regardless of whether such damages were foreseeable and whether or not seller has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall Seller’s aggregate liability arising out of or related to the Agreement, whether arising out of or related to breach of contract, tort or otherwise, exceed the total of the amounts paid for the Products sold hereunder.

Termination

Any order for a standard Product accepted by Seller and terminated by Purchaser prior to shipment shall be subject to a termination fee of not less than ten percent (10%) of the order value, to cover costs of processing and handling. Termination thereof within thirty (30) days after shipment shall be subject to a written acceptance by Seller and termination charge of not less than fifteen percent (15%) of the order value; thereafter no such order may be terminated except by written agreement. No order for nonstandard products may be terminated by Purchaser except by written agreement.

Compliance with Laws

Purchaser shall comply with all applicable laws, regulations and ordinances including, but not limited to, all export and import laws of all countries involved in the sale of Products under this Agreement or any resale of the Products or incorporation of the Products into any other product.

Default, Insolvency and Cancelation

Seller shall be entitled, without prejudice to any other rights it may have, to cancel this Agreement forthwith, wholly or partly, by notice in writing to Purchaser, if (a) Purchaser fails to pay any amount when due under this Agreement or any other contract with Seller, (b) Purchaser is in default of any of its other obligations under the Agreement or any other contract with Seller and fails, within fourteen (14) days of the date of Seller’s notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take action to remedy the default or (c) Purchaser becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

Miscellaneous

(i) Seller’s Quote, together with these Terms and Conditions, constitutes the entire agreement between the Seller and Purchaser and supersede any terms and conditions contained in the Purchaser’s Purchase Order or other document and no understanding, agreement, term, condition or trade custom in addition to or at variance herewith shall be binding on the parties. (ii) This Agreement may be modified only by written agreement, signed by both parties. (iii) No waiver by either Party with respect to any breach or default or of any right or remedy shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the Party to be bound. (iv) If any clause, sub-clause or other provision of this Agreement is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Agreement. (v) This Agreement is binding on each of the Parties’ successors and assigns, although Purchaser may not assign without Seller’s prior written consent. (vi) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule. (vii) Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal or state courts of the State of New Jersey and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action nor proceeding. (vii) All notices and claims in connection with the Agreement must be in writing.

Standard Electrical Slip Ring Assembly Acceptance Test Procedures