1. PRICES. All prices published by us or quoted by our representatives may be changed at any time without notice. Written quotations expire automatically sixty (60) days from the date issued and are subject to change or termination by notice during that period. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions which are not part of the original price quotation. Prices are exclusive of all excise, sales, use and other taxes imposed by any federal, state, municipal or other governmental authority, all of which taxes shall be paid by the purchaser. The purchaser is responsible for obtaining and providing to us any certificate of exemption or similar document required to exempt any sale from sales, use or similar tax liability. All prices shall be as specified by us or, if no price has been specified, shall be our price in effect at the time of delivery.

2. TERMS OF PAYMENT. Unless otherwise expressly stated in writing, terms are as set forth on the reverse side hereof. We reserve the right at any time to require full or partial payment in advance, or to revoke any credit previously extended, if, in our judgement, the purchaser’s financial condition does not warrant proceeding on the terms specified. Overdue payments shall be subject to finance charges computed at a periodic rate (to the extent permitted by law) of 1½% per month (18% per year), plus all costs and expenses, including reasonable attorneys’ fees, incurred by us in collecting such overdue amounts. Amounts owed by the purchaser with respect to which there is no dispute shall be paid without set-off for any amounts which the purchaser may claim are owed by us and regardless of any other controversies which may exist.

3. DELIVERY. Unless otherwise specified, all sales are F.O.B. our premises in Ayer, Massachusetts, and the time of delivery shall be the time when the product is ready for pickup at that location by the purchaser or by a carrier for delivery to the purchaser. Without in any way limiting the generality of paragraph 10, we shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond our control, including, without limitations, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, floods, epidemics, lockouts, strikes and slowdowns, delays in delivery by our suppliers, or acts or omissions of the purchaser. In the event of delay due to any such cause, time for delivery shall be extended for a period equal to the duration of the delay and the purchaser shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. If, as a result of any such cause, any scheduled delivery is delayed for a period in excess of three (3) months, we may, at our option, by written notice to the purchaser, cancel that and all future deliveries without further liability or obligation of any kind. Products on which delivery is delayed due to any cause within the purchaser’s control may be placed in storage by us at the purchaser’s risk and for its account. The purchaser shall be liable for all costs and expenses incurred by us in holding or storing products for the purchaser or at the purchaser’s request.

4. SHIPMENT. Unless specific instructions to the contrary are supplied by the purchaser, methods and routes of shipment will be selected by us but we will not assume any liability in connection with shipment nor constitute any carrier as our agent. All shipments will be insured at the purchaser’s expense and made at the purchaser’s risk, and the purchaser shall be responsible for making all claims with carriers, insurers, warehousemen and others for misdelivery, non-delivery, loss, damage or delay.

5. TITLE AND RISK OF LOSS. Subject to paragraph 6 and to our right to stop delivery of products in transit, title to and risk of loss for products shall pass to the purchaser upon the earlier of delivery to the purchaser or to a carrier for shipment to the purchaser.

6. SECURITY INTEREST. We reserve and the purchaser grants to us a security interest in all products sold and all proceeds to secure the full payment and performance by the purchaser of its liabilities and obligations to us. The purchaser acknowledges that this document or copies of this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such other documents as we may request in order to perfect our security interest.

7. CANCELLATIONS AND RETURNS. Orders which have been accepted may be cancelled only with our prior written consent and upon terms that will fully indemnify us against loss. Products are not in any event to be returned to us without our prior written authorization.

8. INSTALLATION. Unless otherwise specified, we assume no obligation to install any products sold or to place them in working order at the purchaser’s premises.

9. SPECIFICATIONS. All products are subject to our standard tolerances for specifications. We reserve the right to make substitutions and modifications in the specifications of any products provided that such substitutions or modifications do not materially affect the performance of the products or the purpose for which they can be used.
10. WARRANTY AND CLAIMS. We warrant solely to the purchaser that the products will be free from defects in materials and workmanship, when given normal, proper and intended usage, for a period of 30 days from the date of delivery. All claims for nonconforming or defective products must be made in writing within the 30-day warranty period and any claims not made within that period shall be deemed waived and released. Our sole responsibility with respect to such claims shall be at our option, to repair or replace any product or component which we determine to be defective. IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO ANY CAUSE WHATSOEVER. OUR MAXIMUM LIABILITY ARISING OUT OF THE SALE OF THE PRODUCTS OR THEIR USE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL PAYMENTS RECEIVED BY US IN CONNECTION WITH SUCH DEFECTIVE PRODUCTS. OUR MAXIMUM LIABILITY FOR ANY LOSS OF OR DAMAGE TO ANY CUSTOMER SUPPLIED MATERIALS SHALL NOT EXCEED THE ACTUAL PAYMENTS RECEIVED BY US IN CONNECTION WITH THE PRODUCTS INTENDED TO BE PRODUCED USING SUCH MATERIALS. No suit or action shall be brought against us more than one year after the related cause of action has accrued. THE FOREGOING CONSTITUTES OUR SOLE LIABILITY AND THE PURCHASER’S SOLE REMEDY WITH RESPECT TO PRODUCTS SOLD BY US. EXCEPT AS THUS PROVIDED, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. PATENTS. We assume no obligation or liability of any kind with respect to infringements or alleged infringements of United States or foreign patents, copyrights, trademarks or other proprietary rights arising out of the purchaser’s purchase, use, possession, sale or delivery of any products sold hereunder. The purchaser shall indemnify and hold us harmless from any and all claims, liabilities, damages or expenses resulting from infringements or alleged infringements of United States or foreign patents, copyrights, trademarks or other proprietary rights arising from compliance by us with any designs or specifications provided by the purchaser. No sale of any product shall be construed as granting to the purchaser any license or other right in or to any patent, copyright, trademark or other proprietary right applicable to the product.

12. ASSIGNMENT. The purchaser shall not delegate any duties nor assign any rights or claims under this document without our prior written consent, and any such attempted delegation or assignment shall be void.

13. COMPLIANCE WITH LAWS. The purchaser shall carry out the transactions contemplated by this sale and shall otherwise deal with the products sold in conformity with all applicable laws, rules and regulations of all governmental authorities, including, without limitation, the Export Administration Act, and shall obtain all permits and licenses required in connection with the purchase, installation, sale, shipment, export or use of any of the products.

14. GOVERNING LAW. Any contract made shall be governed by and interpreted, construed and enforced in accordance with the laws of Massachusetts.

15. FORCE MAJEURE. In the event that we are prevented from performing, or are unable to perform, any of our obligations hereunder due to any act of nature, act of God, fire, casualty, flood, war, strike, lockout, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction or production facilities, riot, insurrection, sabotage, inability to procure materials, labor, equipment, transportation or energy sufficient to meet our needs, delay in delivery, or any other cause beyond our reasonable control, and if we shall have used reasonable efforts to avoid such occurrence and minimize its duration and have given prompt written notice to purchaser, then our failure to perform shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

16. SEVERABILITY; REMEDIES AND WAIVER. In the event that any one or more provisions contained herein (other than the provisions obligating the purchaser to pay us for the products) shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The remedies contained herein are cumulative and in addition to any other remedies at law or equity. Our failure to enforce, or waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision.

17. ADDITIONAL OR INCONSISTENT TERMS. Terms and conditions set forth in any document provided by the purchaser which differ from, conflict with or are not included in the terms and conditions set forth in this document shall not become a part of any agreement between us and the purchaser unless such terms and conditions are specifically accepted by us in writing. Our failure to object to terms contained in any communication from the purchaser will not be a waiver of the terms set forth herein. To the extent that this document may constitute an acceptance, such acceptance is expressly conditioned on the purchaser’s assent to any additional or inconsistent terms and conditions set forth in this document.

1. ACCEPTANCE
The execution and return of the copy of this Purchase Order by the seller, or the seller commencement of delivery pursuant to this Purchase Order, constitutes acceptance of this Purchase Order by the seller. Acceptance of this Purchase Order is limited to and conditioned upon acceptance of the terms set forth below, which terms cannot be altered of amended without Buyer's express written agreement. Acceptance shall be binding upon the Seller and the Seller's successors and assigns. These terms and conditions, together with such modifications and with such data relating to price and delivery as are accepted in written by Buyer, constitute the entire agreement between the parties. The rights of both parties hereunder shall be in addition to their rights and remedies at law or equity. Failure of Buyers to enforce any of its rights shall not constitute waiver of such rights or of any other rights.

2. DELIVERY; NOTICE OF LABOR DISPUTES
Time is of the essence in the performance of this Purchase Order. If delivery cannot be met, the Seller shall promptly notify Buyer of the earliest possible date for delivery. Notwithstanding such notice, and unless a substitute delivery date has been expressly agreed to by Buyer in writing, the Seller's failure to effect delivery in the date specified shall entitle Buyer to cancel this order without liability to the Seller, to purchase substitute items elsewhere, and to hold the Seller accountable for any loss or additional costs incurred. Seller shall notify Buyer immediately of any actual or potential labor dispute which is delaying or threatens to delay the timely performance of this order.

3. PRICES
All prices shall be stated in this Purchase Order. If no price is stated for any item. Buyer will not be bound to any prices or deliveries to which Buyer has not specifically agreed in writing.

4. QUANTITIES
Unless Buyer has otherwise agreed in writing, the Seller must deliver the exact quantities specified. Buyer also reserves the right to refuse or return at Seller's risk and expense shipment made in excess of Buyer's orders or in advance of required schedules or to defer payments on advanced deliveries until scheduled delivery dates.

5. INSPECTION AND REJECTION
All material and workmanship shall be subject to inspection by buyer, before and after delivery. Items rejected as not conforming to this Purchase Order shall be returned to the Seller and the Seller's risk and expense and shall not be replaced by the seller without Buyer's written authorization. Buyer may require Seller to replace rejected material at Seller's expense or Buyer may accept any materials at Seller's expense or Buyer may accept any materials that conform to Seller's warranties and upon discovery of materials not so conforming may reject or keep and rework at Seller's expense any such material not so conforming. Buyer may make 100% inspection at Seller's expense of reject an entire shipment if Buyer's sampling plan indicates rejection at the 1% acceptable quality level ( or such greater or lesser percentage as Buyer and Seller may agree upon writing. )

6. TITLE AND RISK OF LOSS
Title to and risk of loss for items purchased which conform to this Purchase Order shall pass to Buyer upon receipt at Buyer's premises. Title to risk of loss for nonconforming items shall remain with the Seller until final acceptance by Buyer.

7. QUALITY
The seller warrants all products and materials delivered or service rendered on this order to be merchantable, fit for the uses intended, of the grade and quality specified, and free from all defects, and to conform to all samples, drawings, descriptions and specifications furnished in all respects. This warranty shall survive any delivery, inspection, acceptance or payment. Seller shall be liable for and save Buyer harmless from any loss, damage or expense whatsoever that Buyer any suffer from breach of any of these warranties.

8. BUYER'S PROPERTY
All specifications, drawings, sketches, models, samples, tools, designs, dies, molds, patterns, jigs, fixtures, materials, technical information or data, written oral or otherwise, and other equipment and items furnished by Buyer or on Buyer's behalf, shall be and remain Buyer's properly and shall be returned promptly to Buyer (together with all copies) at Buyer's request. Such items and information shall be treated as confidential and shall not be used or disclosed by the Seller expect as required in the course of performing this or other Purchase Orders for Buyer unless Buyer consents otherwise in writing. Seller shall prominently mark all such items as the property of and, if directed the area in which they are located as containing property of Buyer. All such property shall be held at the Seller's risk, shall be insured by the Seller at its expense or an amount equal to its replacement cost and with loss payable to Buyer and shall be delivered promptly to Buyer designee on request. Seller shall not dispose of any of any such property without Buyer's written consent. The provisions of this Article 8 herein above set forth shall survive delivery and payment and remain in full force until all said items are delivered to buyer of otherwise disposed of with Buyer's written consent. Seller shall, without limitation as to time, indemnify and save Buyer harmless from all claims which may be asserted against said property, including without limitation mechanic's liens or claims arising under workmen's compensation or occupational disease laws, and from all claims for injury to persons or property arising out of or related to such items unless the same are caused solely and directly by Buyer's negligence. Unless Buyer has otherwise agreed in writing, information furnished or disclosed by the Seller to Buyer shall not be considered to be confidential or proprietary and shall be acquired by Buyer free of restrictions of any kind.

9. CHANGES
Buyer may, at any time and from time to time by written notice to the seller, suspend work, make changes in specifications, designs, testing, packing and destinations and postponements in delivery schedules. If any suspension or change causes a material increase or decrease in the cost of or the time required for performance of this order, an equitable adjustment shall be negotiated promptly as to the price or delivery schedule or both. Any claims be the seller for adjustment under this clause shall be made within 10 days after receipt of written notice for the suspension or change, and any claim not made within the 10 day period shall be deemed waived. Such claim shall be followed as soon as practicable with specification of the amount claimed and supporting cost figures. No change orders shall be binding upon Buyer unless they are made in writing and signed by Buyer's duly authorized representative.

10. PATENT
The Seller shall indemnify and hold Buyer and Buyer's employees, agents from any and all claims, liabilities, damage, expenses or loss of any kind and proceedings at its expense, resulting from infringements or alleged infringement by the sale, use or incorporation into manufactured products of all items furnished by the Seller of any United States or foreign patents, trademarks, copyrights or other proprietary rights, expect where such infringement or alleged infringement solely from the Seller's compliance with Buyer's instructions.

11. ASSIGNMENT
The Seller shall not delegate any duties nor assign any rights or claims under Purchase Order without Buyer's prior written consent, and such attempted delegation or assignment shall be void. In any case ,assigned accounts shall be subject to setoff, recoupment or other claim of Buyer against Seller.

12. SET OFF
Any amount owed to the Seller by Buyer shall be subject to deduction for any setoff or counterclaim arising out of this or any other Purchase Order to the Seller from Buyer.

13. BANKRUPTCY
Buyer shall be entitled to cancel, without liability, any unfilled part, of this Purchase Order in the event of proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against the Seller or in the event of the appointment with or without the Seller's consent, of any trustee or receiver for any substantial portion of the Seller's assets or any assignee for the benefit of its creditors. In such event, all deposits or prepayments shall be deemed to have been held in trust for Buyer's benefit and shall be returned to Buyer promptly on request

14. COMPLIANCE WITH LAWS
Seller warrants that the materials to be furnished and the services to be rendered under this order, and the classes of properly described in Article 8 shall be manufactured, sold and used in compliance with all applicable federal, state and local laws, ordinances, codes, rules and regulations, including, without limitation, the Occupational Safety and Health Act and the fair Labor Standards Act of 1938.

15. GOVERNING LAW
This Purchase Order and rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.

16. GOVERNING CONTRACT PROVISIONS
Purchase Orders which specify a government contract number or otherwise indicate that the materials purchased are intended for use under government contracts or subcontracts shall be subject to an deemed to incorporate all clauses and provisions of the Armed Services Procurement Regulations which are required to be included in such contracts and subcontracts.

17. ADDITIONAL OR INCONSISTENT TERMS
Terms and conditions set forth in any document provided by the Seller to Buyer which differ from, conflict with or are not included in this Purchase Order shall not become part of any agreement between Buyer and the Seller unless such terms and conditions are specifically accepted by Buyer in writing.

18. TERMINATION:: BREACH OF CONTRACT
Buyer may, by notice in writing, direct Seller to terminate this order or work under this order in whole or in part at any time and such termination shall not constitute a default. In no event shall Seller be entitled to anticipatory profits, or to special or consequential damages. In the event of Seller's default or potential to perform this order. Seller agrees upon demand by Buyer to deliver to Buyer the raw materials and work in process acquired in order to perform under this order, and Buyer may then complete the work deducting the cost of such completion from the price, or in the alternative pay to Seller the cost of such raw materials and work in process.

19. SPECIFICATIONS
Material made in accordance with Buyer's specification and drawings shall not be furnished or quoted to any person or concern without Buyer's written consent. In the event of conflict between specifications, drawings, samples, designated, type, part number or catalog description. In cases of ambiguity in the specifications, drawings, or other requirements of the order, Seller must, before proceeding, consult Buyer, whose written interpretation shall be final.

20. TAXES
The price stated on the face hereof includes all taxes. All local, state and federal excise, sales and use taxes, where applicable, shall be stated separately on Seller's invoices.

21. GRATUITIES
Seller warrants that it has not offered or given and will not offer or give to any employee, agent or representative of Buyer any gratuity with a view toward securing any business from, Buyer or influencing such person with respect to the terms, conditions or performance of any contract with or order from Buyer. Any breach of this warranty shall be a material breach of each and every contract between Buyer and the Seller.

22. INDEMNITY
Seller shall indemnify Buyer against all loss on account of claims of injury to persons (including death) or damage to property which may result in any way from any act or omission of Seller, or of its agents, employees or subcontractors. Seller shall also maintain such public liability, property damage, employers liability and compensation insurance and motor vehicle liability insurance ( personal injury and property damage) as will protect Seller or its subcontractors and Buyer from said risk and from any claims under any applicable workmen's compensation or occupational diseases statutes.