Designetics Inc. Terms and Conditions

Acceptance Agreement: Buyer's order of goods from Seller 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 any of the Terms and Conditions set forth herein is objected to and rejected. Such proposals, however, shall not operate as a rejection of these Terms and Conditions unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration thereof and Terms and Conditions shall be deemed accepted by Buyer without Buyer's proposals or variances. If this document is deemed an acceptance of a prior offer by Buyer, such acceptance is limited to these Terms and conditions. Additional or different Terms or Conditions or any attempt by buyer to vary in any degree any of Terms and conditions shall be deemed material and are objected to and rejected, but this document shall not operate as a rejection of Buyer's offer if Buyer's offer only contains variances in the terms of the description, quantity, price or delivery schedule of goods.

Sales Contract: Any sales contract between Seller and Buyer shall not be effective until accepted by an agent of Seller at its home office in Holland, Ohio.

Quotations: Stenographical and clerical errors are subject to correction.

Credit: Accounts will be opened only with time or individuals on approved credit. Seller reserves the privilege of declining to make deliveries, except upon receipt of cash or satisfactory security, whenever for any reason, doubt as to Buyer's responsibility develops, and/or in the event that Buyer fails to fulfill Seller's terms of payment.

Terms of Payment: Buyer agrees to Seller's payment terms of Net 30 Days. In the event payment is not received within that time period, Seller will enforce, and Buyer agrees to pay, a 1.5 % 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 make 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 unless otherwise specified.

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, which are beyond its control. Unless specifically stated in writing to the contrary, quotations are made and orders are accepted for delivery as manufactured with partial shipment packed in bulk.

Shipment: All material is shipped F.O.B. shipping point. Seller's liability as to deliver ceases upon making delivery of material to carrier at shipping point in good condition, 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 the cost to the Buyer and freight charges will be included on the invoice.

Seller's Technical Assistance: At Buyer's request, Seller may furnish such technical assistance and information as it has available with respect to the use of products (or materials) covered by this Agreement unless otherwise agreed in writing, all such technical assistance and information will be provided without further charge, and Buyer assumes sole responsibility for all results obtained in reliance thereon.

Inspection: Inspection by Seller is made on a percentage basis only. If 100% inspection is required, it is at Buyer's expense.

Claims: If Buyer claims delivery of material not as ordered, Buyer must notify Seller within five (5) days of receipt of shipment or the material is deemed accepted by Buyer and in full satisfaction of any and all warranties. If such claim is sustained and material furnished is not as ordered.

Indemnification: Buyer agrees to indemnify, defend and hold harmless Seller from any claims, costs or other liabilities arising from the re-sale, distribution, or use of the goods and materials sold to Buyer.

Choice Of Law And Jurisdiction: 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 resolving any disputes with respect to the invoice or the products delivered under it.