ACCEPTANCE OF ORDERS - All orders, whether placed directly or through an agent, and all   subsequent amendments thereto, are subject to a final approval and acceptance by Seller. 

TERMS OF PAYMENT - Unless otherwise expressly agreed to in writing by Seller, payment of   each invoice is required within thirty (30) days after date of shipment. Any balance unpaid after   the required payment date shall be subject to a service charge of 1% per month from such   date.  Buyer agrees to pay all out-of-pocket costs and expenses (including, without limitation,   all reasonable attorneys’ fees and expenses) incurred by Seller in connection with the   collection of amounts not paid by Buyer to Seller. 

PRICE ADJUSTMENTS - Amendments made by the Buyer to orders already placed shall,   without formal notice to the Buyer, be subject to extra charges. If the estimated shipping date   for the goods is more than sixty (60) days after date of order, the price of the goods are subject   to increase by Seller. 

WARRANTY – Seller warrants that, for a period of one (1) year from the date of its delivery of   the goods to the carrier, the goods will be free from defects in workmanship and materials.  IN   THE EVENT OF ANY BREACH OF SUCH WARRANTY OR CONTRACT OR FOR   NEGLIGENCE OR OTHERWISE WITH RESPECT TO ANY GOODS, SELLER’S SOLE   OBLIGATION SHALL BE EXCLUSIVELY LIMITED TO, AT THE OPTION OF SELLER,   REPAIR OR REPLACEMENT, F.O.B. SELLER’S POINT OF SHIPMENT, OF ANY PARTS   THAT SELLER DETERMINES TO HAVE BEEN DEFECTIVE OR, IF SELLER DETERMINES   THAT SUCH REPAIR OR REPLACEMENT IS NOT FEASIBLE, TO A REFUND OF THE   PURCHASE PRICE UPON RETURN OF THE GOODS TO SELLER.  NO CLAIM AGAINST   SELLER FOR ANY BREACH OF SUCH WARRANTY SHALL BE VALID OR ENFORCEABLE   UNLESS BUYER’S WRITTEN NOTICE THEREOF IS RECEIVED BY SELLER WITHIN ONE (1)   YEAR FROM THE DATE OF SELLER’S DELIVERY TO THE CARRIER.  EXCEPT FOR THE   WARRANTY SET FORTH ABOVE, SELLER MAKES NO OTHER WARRANTIES WITH   RESPECT TO THE GOODS, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY   WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,   QUALITY AND/OR THOSE ARISING BY STATUTE OR OTHERWISE BY LAW OR FROM   ANY COURSE OF DEALING OR USE OF TRADE, ALL OF WHICH ARE HEREBY   EXPRESSLY DISCLAIMED.  IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY   THIRD PARTY WITH RESPECT TO ANY GOOD, WHETHER IN CONTRACT, TORT OR   OTHER THEORY OF LAW, FOR LOSS OF PROFITS OR LOSS OF USE, OR FOR ANY   INCIDENTAL, CONSEQUENTIAL, SPECIAL, DIRECT OR INDIRECT DAMAGES,   HOWSOEVER CAUSED.  SELLER’S MAXIMUM LIABILITY TO BUYER WITH RESPECT TO   THE GOODS SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR THE   GOODS THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.  Seller shall not be liable   for any damage, injury or loss arising out of the use of the goods if, prior to such damage, injury   or loss, such goods are: (1) damaged or misused following Seller’s delivery to the carrier; (2) not   maintained, inspected, or used in compliance with applicable law and Seller’s written instructions   and recommendations; or (3) installed, repaired, altered or modified without compliance with   such laws, instructions or recommendations. 

INDEMNIFICATION AND SAFE OPERATION - Buyer shall comply with and require its   employees to comply with directions set forth in instructions and manuals furnished by Seller   and shall use and require its employees to follow such instructions and manuals and to use   reasonable care in the use and maintenance of the goods. Buyer shall not remove or permit   anyone to remove any warning or instruction signs on the goods. In the event of personal injury   or damage to property or business arising from the use of the goods, Buyer shall, within forty-  eight (48) hours thereafter, give Seller written notice of such injury or damage. Buyer shall   cooperate with Seller in investigating any such injury or damage and in the defense of any   claims arising therefrom.  If Buyer fails to comply with this section or if any injury or damage is   caused, in whole or in part, by Buyer’s failure to comply with applicable federal or state safety   requirements, Buyer shall indemnify, defend and hold Seller harmless against any claims, loss   or expense for injury or damage arising from the use of the goods.

 agreed to in a writing signed by Seller. .   The method of delivery and carrier shall be   selected by the Buyer or Seller will choose “best way”. Notwithstanding other provisions   hereof, if shipment is delayed at Buyer’s request, the goods shall be deemed to be stored   at Buyer’s risk and expense and Seller may thereupon bill Buyer for the full price and   storage costs. Buyer shall pay such bill within 30 days after mailing thereof. 

DELIVERY AND DELAYS - Unless otherwise specified herein, deliveries shall be F.O.B.   Seller’s point of shipment and risk of loss shall pass to Buyer upon Seller’s delivery to   carrier. Title to goods shall pass to Buyer at the same time that risk of loss passes, except   in case of shipments to points outside of the United States in which case title shall pass to   Buyer immediately after the goods leave the United States. All shipping dates are   approximate and Seller shall not be liable for any delay or failure to perform its obligations   under any order or sales contract arising out of causes beyond its reasonable control (a   “Force Majeure Event”), including, but not limited to, acts of God or public enemy, acts of   other parties, acts of civil and military authority, epidemics, pandemics, unusually severe   weather, shortage of power or fuel, strikes, lockouts, boycotts, or other labor troubles,   government regulations, or delays of Seller’s subcontractors or suppliers in furnishing   materials, components, tools or supplies due to any one or more of the foregoing causes.   In no event shall Seller be liable for any damages to Buyer caused thereby whether direct,   indirect, special, incidental or consequential. Time is not of the essence unless otherwise agreed to in a writing signed by Seller. .   The method of delivery and carrier shall be   selected by the Buyer or Seller will choose “best way”. Notwithstanding other provisions   hereof, if shipment is delayed at Buyer’s request, the goods shall be deemed to be stored   at Buyer’s risk and expense and Seller may thereupon bill Buyer for the full price and   storage costs. Buyer shall pay such bill within 30 days after mailing thereof. 

INSPECTION - Buyer acknowledges that ten (10) days after receipt of the goods will provide   Buyer with a reasonable amount of time to inspect the goods.  Therefore, the goods shall be   subject to final inspection and acceptance by Buyer within ten (10) days after receipt by Buyer.    Buyer’s failure to inspect within said time shall constitute a waiver of Buyer’s rights of   inspection and rejection.  Buyer’s right of rejection hereunder shall be limited to non-  conforming goods.  Upon inspection of the goods within said ten (10) days, Buyer shall   immediately notify Seller in writing as to any non-conforming goods that Buyer intends to reject   and particularize in detail the reasons for such rejection.  If, upon inspection, Buyer fails to   immediately notify Seller as to which non-conforming goods it intends to reject, such failure to   notify shall be deemed an acceptance of the goods by Buyer.  All non-conforming goods not   properly rejected by Buyer hereunder shall be deemed accepted by Buyer. 

CHANGES AND CANCELLATION - Seller reserves the right to change or cancel any order   whenever circumstances require allocation of production or delivery or Seller deems change or   cancellation to be necessary due to a Force Majeure Event or to comply with applicable laws,   ordinances, regulations, directives or administrative actions. Seller reserves the right to make   changes in materials or design that it determines appropriate for the goods.  Buyer shall not   change or cancel any order without Seller's prior written approval.  Any cancellation by Buyer   approved by Seller shall be subject to Seller’s return and order cancellation policy in effect at   such time, including applicable restocking and handling charges and other conditions of return. 

REPAIRS - Units that are diagnosed & quoted to the customer and are not approved for repair within 30 days will be charge a $25 storage fee per month per unit, and after 6 months the unit is discarded, units being requested to be returned as not-repaired must have that request made within 30 days of being quoted.

SECURITY INTEREST AND REPOSSESSION - Until full payment has been made therefor,   Seller shall have a security interest in goods shipped to Buyer and the goods shall remain   personal property.  Upon request Buyer shall execute and deliver to Seller security agreements   and other documents further evidencing Seller’s security interest.  Buyer authorizes Seller to file   a financing statement or statements relating to the goods, as Seller may deem appropriate and   appoints Seller as Buyer’s attorney-in-fact for the limited purpose of executing (without requiring   Seller to do so) documents in Buyer’s name and performing other acts that Seller deems   appropriate to perfect and continue its security interest and to protect and preserve the goods.    In the event Buyer defaults in making any payment due Seller, Seller, in addition to any other   rights or remedies provided by law, shall have the right, with or without legal process, to enter   the place where said goods are located and to repossess the goods in accordance with the   Uniform Commercial Code. 

ASSURANCES - Shipment by Seller shall at all times be subject to the prior approval of its   credit personnel and Seller may, at any time, decline to make shipment except upon receipt of   prior payment or upon other terms and conditions or security satisfactory to Seller. 

PATENTS - All devices, equipment, designs (including drawings, plans and specifications),   estimates, prices, notes, electronic data and other documents or information prepared or   disclosed by Seller in connection with the goods delivered hereunder and all related intellectual   property rights, shall be and remain Seller’s property. Except as to goods manufactured   according to design supplied by Buyer, Seller will defend and hold Buyer free and harmless in a   suit or proceeding brought against Buyer insofar as it is based on a claim that use of the goods   by Buyer constitutes an infringement of any existing U.S. Patents, provided, however, that   Buyer gives Seller prompt written notice of such suit or proceeding; permits Seller, through its   counsel, to defend and/or settle the same; and gives Seller all necessary information,   assistance and authority to enable Seller so to do. If Buyer’s use of the goods is held to   constitute infringement and further use is enjoined, Seller shall, at its option, either: (i) procure   for Buyer the right to continue using the goods; (ii) replace the goods with non-infringing   goods; or (iii) modify the goods to non-infringing goods. The foregoing states Seller’s entire   liability for patent infringement and shall not be construed to render Seller liable for damages   based on product output. 

LIMITATIONS ON ACTIONS - Any action against Seller for breach of warranty, negligence or   otherwise must be commenced by Buyer within one (1) year after: (a) the date any alleged   claim accrues; or (b) the date of delivery of the goods to Buyer, whichever is earlier. 

MISCELLANEOUS -This instrument constitutes the entire agreement between Seller and   Buyer, superseding all previous understandings and writings regarding this transaction.  Any   amendment or modification of this agreement shall be void unless in writing and signed by   Seller.  This agreement shall be governed by and construed under the laws of the State of New   York.  Any action to enforce, arising out of, or relating in any way to, any of the provisions of   this agreement shall be brought and prosecuted in a court located in Buffalo, New York or   the Western District of New York as is provided by law, and Seller and Buyer consent to such   jurisdiction.  No delay or omission by Seller in exercising any right or remedy hereunder shall   be a waiver thereof or of any other right or remedy, and no single or partial exercise thereof   shall preclude any other or further exercise thereof or the exercise of any other right or remedy.    All rights and remedies of Seller are cumulative. 

NO RELIANCE – Seller’s employees, contractors and/or agents may have made oral   statements or representations about the performance or operation of the goods.  Such   statements do not constitute warranties and are not part of this contract.  Buyer expressly   disclaims any reliance on such statements as a basis for entering into this contract.