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Terms & Conditions 

1. ORDERS: All orders are subject to acceptance by Seller. These terms and conditions
are applicable and are an integral part of purchase orders resulting from Seller’s
quotations. These terms and conditions shall govern and supersede any terms and
conditions integrated and/or supplied by the Buyer, unless separately agreed to in
writing by both the Seller and the Buyer. Seller's failure to object to provisions contained
in any communication from Buyer shall not be deemed a waiver of these terms and
conditions.

2. VALIDITY: All quotations submitted are valid for fifteen (15) days from the date of the
quotation unless otherwise stated on the face of the quotation. Until accepted by Buyer,
the quotation is subject to change within the validity period.

3. PACKAGING: Standard commercial packaging is included in the quoted price.
Special packaging will be provided at Buyer’s expense when specified. Reasonable
care is exercised in packaging goods for shipment and no responsibility is assumed by
Seller for delay, breakage or damage after delivery to the carrier. Buyer will file any
claims for breakage or damage directly with the carrier. Seller will render reasonable
assistance in securing satisfactory adjustment of such claims.

4. TITLE AND DELIVERY: All sales are F.O.B. origin unless otherwise agreed to in
writing by the Buyer and Seller. Title and risk of loss pass to Buyer upon delivery to the
carrier at shipping point. Unless shipment method is specifically directed from the Buyer,
Seller will exercise its own discretion. Shipping dates are approximate and are based
upon prompt receipt of all necessary information from Buyer. In the event of any default
by Buyer, Seller may decline to make further shipments.

5. INSPECTION & ACCEPTANCE: Buyer must inspect the goods within ten (10) days
after delivery, and give written notice to Seller of any products being rejected; describing
the product and details as to the reason the product is being returned. Returned product
will be processed under the Seller’s Warranty provision. Buyer will have irrevocably
accepted any and all products if Buyer has failed to give Seller written notice of rejection
within the 10-day period. Buyer's inspection and/or acceptance tests shall not exceed
the inspection and/or test procedures customary in the industry for the products
delivered by Seller. Seller may charge to Buyer any costs resulting from the testing,
handling and disposition of any products returned by Buyer which are not found by
Seller to be nonconforming.

6. PAYMENT: Upon credit approval, terms of payment shall be net thirty (30) days from
date of the invoice. Credit may be changed or withdrawn by Seller at anytime. If credit is
not extended, payment will be required in full prior to shipment. In the event Buyer
becomes the subject of a bankruptcy or other insolvency proceeding, or fails to pay
Seller's invoices as they become due, Seller may cancel any order outstanding and
receive reimbursement for cancellation damages. Each shipment shall be considered a
separate independent transaction, and payment thereof shall be made accordingly. If
shipment is delayed by Buyer, Seller may invoice on the date when Seller would have
made shipment but for the delay. All invoices shall be paid within the term stated, even
if product has been returned under the Seller’s Warranty provision. Buyer is not
authorized to make reductions on the invoice without prior written approval of Seller.
Buyer will pay a delinquency charge in the amount of 1½ % per month (18% per annum)
on overdue amounts, in addition to all amounts otherwise due Seller available by law.

7. TAXES: Buyer agrees to pay all applicable federal, state, and local taxes, duties and
other fees on product and services ordered.

8. SELLER'S WARRANTY: LIMITED WARRANTY: IT IS EXPRESSLY AGREED
THAT NO WARRANTY, OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, NOR ANY OTHER WARRANTY (EXPRESS, IMPLIED OR
STATUTORY) IS MADE BY SELLER, EXCEPT THAT SELLER WARRANTS THE
GOODS TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP.
Seller will replace, repair, or issue credit, at their option, any product returned under
warranty by the Buyer. If the defect cannot be duplicated at Seller’s facility, Seller may
exercise the option of returning the product to the Buyer. All transportation charges will
be the obligation of the Buyer. The warranty period will be one (1) year from the date of
shipment for all Standard products unless otherwise indicated in the quotation. Seller
will not be liable for loss of profit, loss of use, incidental damages, consequential
damages or any loss, cost, or damages of any kind based upon a claim for defective
products or breach of warranty.

9. CHANGES TO SPECIFICATIONS: Seller reserves the right to change the
specifications of any product without notice. If specifications are changed, Seller
assumes no obligation to provide the change on products previously purchased or to
continue to supply discontinued products or versions. Seller may substitute products or
components of equivalent or higher performance.

10. ASSIGNMENT: Buyer will not assign its order or any interest therein or any right
thereunder without the prior written consent of Seller.

11. GOVERNING LAWS: Irrespective of the place of performance, this contract will be
construed, and interpreted according to the laws of the State of Michigan, and Buyer
consents to jurisdiction in the State of Michigan.

12. TERMINATION: Buyer will be liable for Seller's costs incurred, plus a reasonable profit, for
the portion of the work terminated, in accordance with generally accepted accounting
principles, together with cancellation charges. Some orders may be subject to a minimum
cancellation fee. Seller reserves the right to cancel all or part of any order accepted if
inaccurate or incorrect information is supplied by Buyer, which in Seller's judgment, affects the
order, or otherwise materially changes the rights or responsibilities of Buyer and/or Seller.

13. OWNERSHIP DATA RIGHTS / PATENTS:
The sale of products or any parts thereof hereunder confers upon Buyer no license,
express or implied, under any patent rights of Seller.
Any invention, discovery, proprietary information, software, system, data, or report resulting
from the work performed under this quotation or resulting order, will be the sole property of the
Seller. All patents, copyrights, trade secrets, trademarks, or other intellectual property resulting
from work under this quotation or resulting order shall be the sole property of the Seller. Seller
shall have the full right to use such property in any manner without any claim on the part of the
Buyer and without any duty to account to the Buyer for such use. Buyer agrees to assign to
Seller any patent or patent application resulting from work performed under this quotation or
resulting order.

14. LIMITATION OF LIABILITY: LIABILITY OF SELLER TO BUYER FOR DAMAGES FOR
ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ANY ACTION
INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL BE LIMITED TO THE PRICE
SPECIFIED IN THE SALE CONTRACT FOR THE SPECIFIC PRODUCT OR PRODUCTS
THAT HAVE CAUSED THE DAMAGES, OR ARE DIRECTLY OR INDIRECTLY RELATED TO
THE CAUSE OF ACTION. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR
OTHERS FOR LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF USE OR OTHER
SPECIAL COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS
OF THE FORM OF ACTION THEREOF, INCLUDING BUT NOT LIMITED TO NEGLIGENCE,
EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR
FOR ANY CLAIM AGAINST BUYER BY ANY THIRD PARTY. BUYER ASSUMES ALL
LIABILITY FOR ANY AND ALL DAMAGES ARISING FROM OR IN CONNECTION WITH, THE
USE OR MISUSE OF THE PRODUCTS BY BUYER, ITS EMPLOYEES, OR OTHERS. NO
OBLIGATION OR LIABILITY OF SELLER WILL ARISE OUT OF SELLER RENDERING OF
TECHNICAL ADVICE IN CONNECTION WITH BUYER'S ORDER OR THE PRODUCTS
FURNISHED HEREUNDER.

15. FORCE MAJEURE: Seller will not be responsible or liable for any delay or failure in
performance arising as a result of fire, accident, acts of God, acts of public enemy, war, labor
disputes, failure or delays, transportation, inability to secure product, raw materials or
machinery for the manufacturing process, requirements or acts of any government or agency
thereof, judicial action or other causes beyond Seller's control.

16. CONFIDENTIAL INFORMATION: All drawings, diagrams, specifications, technical
information, and other material and information furnished by Seller and identified as confidential
(hereinafter collectively called "Confidential Information") is proprietary to Seller and contains
trade secrets. Buyer shall not use, reproduce, distribute or disclose such Confidential
Information, except that Confidential Information may be disclosed, with appropriate safeguards
against re-dissemination, to employees of Buyer with respect to whom such information is
necessary to the performance of their duties hereunder. Buyer recognizes that such proprietary
information is unique and consents to the remedy of injunction in addition to damages for a
violation of this provision.

17. PROHIBITED USES: Buyer may not in any way; modify the product (except as permitted
in the normal use of the product), reverse engineer, disassemble, or make any attempt to copy
the product or transfer the product to any person or entity.

18. EXPORT CONTROL: Buyer will comply with all export control laws and regulations of the
United States Government and with any applicable laws and regulations of any other country.
Buyer agrees not to export or re-export either directly or indirectly any technical data furnished
hereunder or the direct product of such technical data to any country which, as set forth in the
Export Administration Regulations of the United Sates Department of Commerce, is prohibited.



19. All Sales Are Final: Returns
If product is found to be defective customer has ten days from date of purchase to notify manufature of product for an Rma.
All systems Approved for return are subject to a $500.00 five hundred dollar restocking fee if returned freight pre-paid within seven days.
If no defect or damage are found due to manufacturing.Manufacturer will not accept any returns on custom systems or be responsible for any injury caused by using any custom system.
Buyer accepts all responsilility on contacting the manufacturer for any RMA within the time stated .shipping damage sould be brought to the attention of the carrier as inspection of all components of system are the responsibility of  buyer before signing for shippment.