Terms and Conditions of Sale

General

1.    These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

2.    Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

Price.

Unless otherwise set forth in the Sales Confirmation, the price of the Goods is based on the prices quoted in Seller’s product catalog. All stated prices are exclusive of any taxes, fees, duties, and levies, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under this Agreement (collectively, “Taxes”). Any Taxes related to the Goods purchased pursuant to this Agreement are the responsibility of Buyer (excluding taxes based on Seller’s net income), unless Buyer presents an exemption certificate acceptable to Seller and the applicable taxing authorities. If possible, Seller will bill Taxes as a separate item on the invoice presented to Buyer. If any exemption certificate presented by Buyer is held to be invalid, then Buyer shall pay Seller the amount of the Tax and any penalties and interest related thereto.

     Delivery

      Seller will deliver the Goods within a reasonable time after receiving Buyer’s purchase order, subject to their availability. Seller shall not be liable for any delays, loss, or           damage in transit. Unless otherwise set forth in the Sales Confirmation, Seller shall deliver the Goods, EX WORKS (Incoterms® 2010) at the location specified in the Sales Confirmation (the “Delivery Location”), using Seller’s standard methods for packaging and shipping same. Buyer shall take delivery of the Goods within three (3) days of Seller’s notice that the Goods have been delivered to the Delivery Location. If Buyer fails to take delivery of the Goods within this three (3) day period Buyer shall pay Seller for the Goods and all storage expenses incurred by Seller. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order. The quantity of any installment of the Goods, as recorded by Seller on the dispatch from Seller’s place of business, is conclusive evidence of the quantity received by Buyer upon delivery, unless Buyer provides conclusive evidence to the contrary. Seller shall not be liable for any non-delivery of the Goods to the Delivery Location, unless Buyer gives written notice to Seller of such non-delivery within five (5) days following the date that Buyer would, in the ordinary course of business, have received the Goods. Seller’s liability for any non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.