Sensor Technologies America, Inc. - Terms and Conditions of Sale – January 1, 2006 to December 31, 2006

This Acknowledgment shall constitute an acceptance, solely upon all of the terms and conditions contained herein, of buyers offer to purchase the goods specified herein and shall become the entire contract between Buyer and Seller and shall supersede Buyers order form upon (a) receipt by Buyer of the Acknowledgment or (b) acceptance by Buyer of goods delivered by Seller hereunder. Seller hereby expressly rejects all terms and conditions set forth on Buyer’s order forms which are contrary to or in addition to, or which in any way modify or vary, any of the terms and conditions set forth herein.

1. PAYMENT, CREDIT AND INTEREST

If the Seller believes that Buyer’s ability to make any payment(s) called for by this Acknowledgment is or may be impaired, Seller may, in its sole discretion, require payment in cash in advance of shipment of any or all of the goods specified here or otherwise change the terms of Buyer’s credit or cancel Buyer’s order for all or any of the then remaining balance of goods covered by the Acknowledgment, without Seller incurring any liability for such change or cancellation and with Buyer remaining liable to pay for any goods already shipped. Interest on overdue payments shall be payable at the rate of the lower of (a) the maximum rate permitted by law or (b) one and one-half percent (1 ½%) per month.

2. SHIPMENT

Subject to Seller’s right of stoppage in transit and unless otherwise stipulated on the face of this Acknowledgment, delivery of all goods covered by this contract shall be F.O.B. Place of Shipment within a reasonable time of the date for shipment, if any, as set forth on the face of this Acknowledgment. Seller reserves the right to select the means of shipment, point of shipment and routing.

3. PRICE INCREASE AND TERMS

If Seller announces a price increase on any product model covered by this Acknowledgment, which increase is to take effect prior to any estimated date for shipment set forth on the face of this Acknowledgment, then such increased price shall apply to any shipment hereunder made after the effective date of such price increase, other than shipments made within five (5) days after such announcement is provided, however, that Buyer may, by written notice received by Seller no later than five (5) days after such announcement, cancel its order for any goods otherwise subject to such price increase. All taxes, duties of assessment of any kind applicable to the goods listed herein shall be added to the purchase price and shall be paid by Buyer, except to the extent that Buyer shall provide seller with a tax exemption certificate acceptable to all relevant taxing authorities.

4. FORCE MAJEURE

Seller shall not be liable to Buyer or to any other party for losses or damages of any kind whatsoever, including, but not limited to, direct, indirect, special, consequential or incidental damages or loss of profits, if Seller’s supply of the goods of hereunder shall be curtailed of limited, directly or indirectly, by acts of God, acts of a public enemy, acts of governmental bodies or agencies, foreign or domestic sabotage, fire, floods, explosions or other catastrophes, epidemics or quarantine restrictions, labor unrest, accident, delays occasioned by carriers, or other causes beyond Seller’s control in whole or in part. No deliveries of the goods shall be required to be made hereunder for the period of time occasioned by any such occurrence. This provision shall have the effect of permitting delay in deliveries under this Acknowledgment for such time as is occasioned by any of the aforesaid conditions, but such delay shall not in any event reduce the full amount of the goods purchased and sold but only defer delivery and payment in the event (s) and to the extent herein provided for. Notwithstanding the foregoing, Seller shall have the right to prorate the quantity of goods deliverable under this contract and orders of others during the period of time occasioned by the conditions set forth above and as so prorated this contract shall remain binding upon Seller and Buyer.

5. WARRANTIES AND LIABILITY OF SELLER

a) Seller hereby warrants to Buyer only that the goods sold hereunder will have been manufactured in accordance with, and will conform to, the manufacturer’s usual standards for said goods and that any defects in material or workmanship in said goods will be repaired, or, in Seller’s sole discretion, said goods replaced, for a period of (6) months from the date of seller’s shipment thereafter (or such other period may be set forth on the face of this Acknowledgment). Buyer shall not issue any warranties or guarantees with respect to said goods to any person or party which in any way obligate or purport to obligate Seller to any such person or party. The warranty does not apply if the goods have been damaged by articles not supplied by Seller, accident, neglect, abuse, misuse, mishandling modification, misapplication, alternation, acts of God, improper installation, service or maintenance, or during shipment or storage.

b) Buyer shall give Seller written notice, as soon as possible, but not later than thirty (30) calendar days from the date of Buyer’s receipt of the goods, of any claim which Buyer believes it has against Seller based on shortages, and Buyer shall give Seller written notice, as soon as possible, but not later than (15) calendar days from the date of termination of the warranty period refers to in 5(a) above (or on the face of this Acknowledgment), of any claim which Buyer believes it has against Seller based on breach of warranty, and Buyer’s failure to do so shall constitute a waiver of Buyer of all claims in respect of such goods. No charges, expense replacements or repairs incident to any claim will thereafter by allowed. No such goods shall be returned to Seller without Seller’s prior written authorization, if unauthorized shipments are made to Seller, Seller reserves the right to refuse the shipment or accept it, and in the latter case, the shipment will be held as Buyer’s property and without any responsibility whatsoever by Seller.

(c) Any goods confirmed by Seller, in Seller’s sole and absolute discretion, upon inspection, as not confirming to the standard put forth in the above warranty shall be, at Seller’s option, repaired or exchanged by Seller, F.O.B. Seller’s warehouse, so the same will then confirm to such standards, or Seller may, at Seller’s sole option, refund to Buyer the purchase price of such good. Seller shall have no other obligation with respect to said goods.

(d) THE WARRANTS SET FORTH IN THIS PARAGRAPH 5 ARE EXCLUSIVE TO BUYER AND ARE IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, OTHER THAN WARRANTY OF TITLE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, ON THE PART OF SELLER, ITS AGENT, DEALERS AND EMPLOYEES, ALL OF WHICH ARE HEREBY WAIVED BY BUYER. Seller’s liability under this warranty shall be limited solely to the cost of any necessary repairs to, replacements of or refunds of Buyer’s purchase price for, the goods, and Seller assumes no risk of, and shall not in any case be liable for, any other damages, including, without limitation, any special, incidental, consequential or punitive damages, arising from breach of warranty or contract, negligence or any other legal theory, including, without limitation, loss of goodwill, profits or revenue, loss of use of the goods or any associated equipment, cost of any associated equipment, cost of capital, cost of any substitute equipment, facilities or services, downtime costs, or claims of any party dealing with Buyer of such damages.

(e) No suit shall be brought on an alleged breach of the warranties set forth in this Paragraph 5 more than twelve (12) months following the date of Buyer’s receipt of the goods or three (3) months after the termination of the warranty period referred to in Paragraph 5 (a) above (or on the face of this Acknowledgment), whichever is later. This Paragraph 5 allocates the risk and the limitations of liability contained in this contract.

6. CANCELLATIONS, RESCHEDULINGS

Except as otherwise provided herein, an order once placed with and accepted by Seller shall be non-cancelable, and shall not be subject to rescheduling by Buyer, unless pursued to a written agreement duly executed by both Buyer and Seller and in such only upon the condition that Buyer promptly pays to Seller any cancellation or rescheduling charge specified by Seller.

7. REJECTED MERCHANDISE

In no case are goods to be returned without first obtaining Seller’s written permission. Only unused goods in their original sealed containers which are then currently sold by Seller and which have been delivered to Buyer within thirty (30) days of Buyers request to return will be considered for return. Goods accepted for credit upon return are subject to a service charge of ten percent (10%) plus all return transportation charges. Custom-made goods are not subject to return under any circumstances. Goods that must be securely packed and delivered to Seller in an undamaged condition.

8. TRADEMARK INFRINGMENT

Buyer warrants that the use of any trademark, trade name or other identifying symbol or indicia authorized by Buyer to be place upon or used by Seller in connection with goods sold to Buyer pursuant to this Acknowledgment shall not infringe any trademark or copyright and Buyer hereby agrees to and shall defend, indemnify and hold seller, any supplier of Seller, their successors and assigns, harmless from and against any and all claims, liabilities, losses, judgments, suits, damages, costs, charges, awards and counsel fees relating to any claim and trademark or copyright infringement or unfair competition made by third parties and/or arising out of the printing, marking or affixing of any such trademarks, trade names or other identifying symbols and indicia which have been authorized by Buyer for use in connection with the goods sold to the Buyer hereunder.

9.The laws of the State of Texas, without regard to its conflict-of-laws rules shall govern the entire transaction contemplated hereunder.

10. ENTIRE AGREEMENT

This Acknowledgment contains all of the terms and conditions with respect to the sale and purchase of the goods sold hereunder and there are no representations, warranties, covenants, agreements, or collateral understanding, oral or otherwise, express or implied, affecting this instrument not expressly set forth herein. No delay on the part of either party in exercising any of their respective rights hereunder or the failure to exercise the same shall operate as a waiver of such rights except in the specific instance. None of the terms, conditions or provisions hereof may be, nor shall they be held, deemed or construed to have been, changed, waived, varied, modified or altered by any act or knowledge of either party, their respective agents, servants or employees, and the terms of this application may not be changed, waived, varied, modified or altered except by a statement in writing signed by duly authorized representative of both parties.

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Copyright® Sensor Technologies America, Inc. 2004
Industrial Camera Manufacturer