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Terms and Conditions for Sale of Products

ACCEPTANCE AGREEMENT:  Buyer’s order of goods from Seller (Designetics, Inc.) shall constitute an effective acceptance of and be limited to the terms and conditions set forth herein (“Terms and Conditions”).  Any proposal for additional or different Terms or Conditions or any attempt by Buyer to vary in any degree the Terms and Conditions set forth herein is objected to and rejected.

SALES CONTRACT:  Any sales contract between Seller and Buyer shall be subject to these terms and conditions and not be effective until accepted by Seller at its home office in Holland, Ohio.

QUOTATIONS:  Stenographical and clerical errors are subject to correction.

CREDIT:  Accounts will be opened only on approved credit.

TERMS OF PAYMENT:  Buyer agrees to Seller’s payment terms.  In the event payment is not received within that time period, Buyer agrees to pay a 1½ % per month finance charge.

CURRENCY:  Invoices for material delivered under this order are payable only in U.S. dollars.

CANCELLATION:  Orders may be cancelled or deliveries deferred only upon the condition that Buyer immediately makes payment to Seller for all work completed at the unit price including any and all materials already in transit at time of cancellation.

PACKAGING AND PACKING:  Standard methods will be used.

DELIVERIES:  Seller will use all reasonable means to fill orders within the time promised.  Seller does not assume responsibility for any damages resulting from or attributable to any delays.

SHIPMENT:  All material is shipped F.O.B. shipping point.  Seller’s liability for delivery ceases upon making delivery of product to carrier at shipping point, the carrier acting as Buyer’s agent.  In ordering, Buyer should state explicitly the method of shipment preferred and in the absence of shipping direction Seller may use discretion.  Shipments will be made at cost to the Buyer and freight charges will be included on the invoice.

WARRANTY:  ALL EXPRESS AND IMPLIED WARRANTIES ARE VOID IF ANY ALTERATIONS, MODIFICATIONS, OR CHANGES ARE MADE BY BUYER TO SELLER’S EQUIPMENT.  USE OF APPLICATORS AND ACCESSORIES OTHER THAN THOSE MANUFACTURED AND SOLD BY SELLER MAY VIOLATE PATENTS HELD BY SELLER AND MAY VOID ANY WARRANTIES.  BUYER IS REQUIRED TO USE SELLER’S APPLICATORS WITH SELLER’S EQUIPMENT TO OPTIMIZE THE EQUIPMENT FUNCTION.

CHANGES, MODIFICATIONS, WAIVER:  No change in specifications, drawings, or delivery for the goods may be made without the prior written consent of Seller.  These terms may be modified only in writing signed by a designated officer of Seller.

SELLER’S TECHNICAL ASSISTANCE:  At Buyer’s request, and at Seller’s option, Seller may provide such technical assistance and information at the Field Service Rate.

CLAIMS:  If Buyer claims delivery of product is not as ordered, Buyer must notify Seller within ten (10) days of receipt of shipment or the product is deemed accepted by Buyer and in full satisfaction of any and all warranties.  If such claim is sustained and the product furnished is not as ordered, Seller shall repair, replace, credit or complete the order with the limitations as set forth herein.

RETURNED GOODS:  No shipments of returned goods shall be made without written authorization from Seller.  Seller shall pay the freight charges of authorized returns, but reserves the right to specify the type and routing of the carrier.  Any returns received without authorization shall be immediately returned to Buyer at Buyer’s expense and Buyer shall be invoiced for any handling and/or freight charges incurred by Seller.

INDEMNIFICATION:  Buyer agrees to indemnify, defend and hold harmless Seller from any claims, costs or other liabilities arising from the use of the product sold to Buyer including resale and distribution.

ARBITRATION CLAUSE:  Any controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by an arbitrator selected by Seller.  The place of arbitration shall be Lucas County, Ohio.  Ohio law shall apply.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

JURISDICTION AND VENUE:  The Agreement shall be governed and constituted by the laws of Ohio.  The parties submit to the personal jurisdiction and venue of the courts in Lucas County, Ohio for the purpose of enforcing any arbitration award.

GOVERNING LAW: AnycontractfromthisProposalshallbe governed by the laws of the State of Ohio.

PROPRIETARY PROPERTY:  This quotation along with all accompanying information including documentation, drawings, data, software, and prototypes are the confidential and proprietary intellectual property of Seller and may not be used in any manner, which may be deemed detrimental to Seller.  Disclosure of this information including prototypes to third parties is expressly prohibited without written permission from Seller.  Buyer agrees not to reverse engineer, produce, or otherwise copy any of Seller products delivered under this agreement.  All documentation including manuals, specifications, drawings, and accompanying information, is the confidential and proprietary property of Seller and may not be used in any manner without the written approval of Seller.

INTELLECTUAL PROPERTY:  Buyer agrees to respect and not infringe Seller’s intellectual property including patents, copyrights, trade secrets, know-how, and trademarks.  Buyer agrees not to initiate or support any litigation challenging Seller’s intellectual property.

LIMITED LIABILITY:  Seller shall not be liable, whether arising under contract, tort (including negligence), strict liability, or otherwise, for loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, cost of money, loss of use of equipment, capital or revenue, or for any indirect, special, incidental or consequential loss or damage.  The Seller’s maximum liability, whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise shall not exceed the purchase order price.  Seller will not be responsible for any patent or copyright infringement by Buyer in the use of the product provided by Seller.  Buyer will defend and hold harmless Seller from any litigation for patent or copyright infringement.

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