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TERMS AND CONDITIONS OF SALE

1. PRICES - Prices are based on current price lists and discount schedules and are subject to change without notice. Minimum billing charge is $50.00

2. TERMS OF PAYMENT - Terms of payments are net 30 days from date of invoice. After 30 days interest will be charged at 1.5% per month. Buyer agrees to pay all costs of collection, including court costs and reasonable attorney's fees.

3. SHIPMENT - Shipment is F.O.B. Seller's place of business. Upon delivery to carrier, risk of loss shall be on Buyer. Shipping dates are approximate and not guaranteed. Seller shall not be liable for delays in deliveries or failure to manufacture or deliver due to causes beyond its reasonable control including but not limited to acts of God, acts of Buyer, acts of military or civil authorities, fires, flood, epidemic, war, delays in transportation or inability to obtain necessary labor, materials, components for manufacturing facilities. In the event of any such delay the date of delivery shall be extended for a period equal to the time lost by reason of such delay. In the event that it becomes impossible for the Seller to perform all or any part of this agreement hereunder because of any of said causes, then Seller shall have an absolute right to cancel this agreement. In the event of cancellation, the Buyer shall be obligated to the Seller for that portion of the agreement actually performed. Orders with indefinite delivery dates are accepted upon the understanding that Seller shall have the right to fill said order as it sees fit in the course of manufacturing schedule and to hold the goods for Buyer's expense and risk, pending receipt of definite delivery instructions.

Note 1: Goods not shipped within the specified terms of a contract or blanket order may be adjusted in price in accordance with discounts applicable to the actual volume shipped with the contract term.

4. CANCELLATION - Orders are not subject to cancellation or change in specifications, shipping schedules or other conditions originally agreed upon without Seller's written consent and then only upon agreement to compensate Seller for loss caused by cancellation or changes.

5. WARRANTIES - The Seller warrants its products and equipment to be free from defects in material or workmanship for a period of one year from date of shipment from its factory. The Seller is not responsible for damage to its products through improper installation, maintenance, use, repairs or adjustments, or attempts to operate it above its rated capacity or voltage, intentionally or otherwise, or for unauthorized repairs. The Seller is not responsible for costs resulting from product defects beyond the cost of the product itself, and reserves the right to replace or repair the product. Seller must be notified of any defects immediately, and within one year of shipment from Seller's factory, upon discovery so that the defect can be confirmed by Seller and root cause and corrective action may be established. Root cause and corrective action must involve Seller and cannot be established unilaterally by Buyer. NO OTHER REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY THE SELLER AND THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY EXPRESSLY DISCLAIMED AND WAIVED BY BUYER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

6. RETURNS FOR REPAIR - When equipment is returned for repair due to causes not covered by Seller's warranty, the Buyer shall notify the Seller in writing, and after receipt of shipping advice, the Buyer may return it to ORANGE RESEARCH, INC., carrying charges prepaid. Seller's Service Department will put such equipment in operating condition at the lowest possible cost. When necessary to make a return, give all possible information regarding the trouble experienced and complete details of the installation with which the device was used. All returns must be accompanied by an Orange Research Returned Material Authorization number.

7. RETURNS FOR CREDIT - No returns for credit will be accepted unless Seller's permission has been obtained in each case in advance. Only sizes and designs taken from Seller's regular line which are in active demand can be accepted for credit. Credit will be based on prices prevailing at the time of return, or invoiced price, whichever is lower, subject to a deduction for handling and an additional deduction for expenses incurred in restoring goods to salable condition. Obsolete or specifically manufactured goods can be accepted only to the extent of value to Seller in each case. No credit will be issued to other than the original purchaser.

8. TOOLING, ARTWORK, ETC. - Any tooling or artwork required shall be the property of the Seller, regardless of whether the costs of the same are paid by the Buyer.

9. COMPLIANCE WITH LAWS - Seller has complied with all applicable Federal, State and local laws and regulations in connection with the manufacture and sale of all equipment. No responsibility or liability will be taken for import duties, laws, regulations or taxes imposed by any foreign country.

10. TAXES - Any manufacturer's excise tax, use tax, sales tax, or tax or duty of any nature whatsoever arising out of or assessed against orders, shall be added to the prices quoted or invoiced and shall be paid by the Buyer, and in the event Seller is required to pay any such taxes or duties, the Buyer shall reimburse Seller unless Buyer shall provide Seller at the time an order is submitted with exemption certificates or other documents acceptable to taxing or custom authorities.

11. ERRORS - All clerical errors are subject to corrections.

12. GOVERNING TERMS AND CONDITIONS - All the terms and conditions hereof shall govern the sale to Buyer and nothing contained in Buyer's order shall change or modify the terms and conditions hereof. Acceptance of the goods described on the sales order acknowledgment shall be deemed acceptance of the terms and conditions hereof.

13. REJECTION OF BUYER'S TERMS AND CONDITIONS - Seller expressly disclaims and rejects and all language, terms and conditions on Buyer's purchase order or otherwise not specifically adopted or set forth herein.

14. JURISDICTION - Buyer agrees that this transaction is to be governed by the laws of the State of Connecticut.

Further information concerning product warranties can be obtained by contacting:

info@orangeresearch.com

Orange Research Incorporated
140 Cascade Boulevard
Milford CT 06460
(203) 877-5657 FAX: (203) 783-9546
Toll-Free: 1-800-989-5657