Hariton Machinery Company Inc., ( “Seller”) is pleased that you (“Buyer”) have placed an order or requested a quotation for Wire Heating equipment (“Equipment”). Buyer acknowledges and agrees that these General Terms and Conditions (“Contract”) govern all sales of Equipment by Seller and prevail over any conflicting or inconsistent terms or conditions appearing on each purchase order, release, requisition, work order, shipping instruction, specification and other document, whether expressed in written form or by electronic data interchange, relating to the goods and/or services to be provided by Seller pursuant to this contract. Seller’s acceptance of Buyer’s offer to purchase is conditioned upon Buyer’s assent to the terms of this contract, including terms that are different or inconsistent with Buyer’s offer or purchase order. Unless Buyer notifies Seller within ten days from receipt of this contract, in a specific writing labeled “ Notice of Objection”, Buyer will be deemed to have assented to this Contract. Acceptance by the Buyer of the delivery of the equipment which is the subject of this Contract without providing a Notice of Objection will be deemed to constitute assent to all terms of this Contract. Buyer shall be deemed to have accepted this Contract and these General Terms and Conditions in their entirety without modification. Any additions to, changes in, modifications or revisions of this Contract ( including these General Terms and Conditions ) shall require the written consent of Buyer and Seller by way of a document specifically amending this Contract.

1. Prices, Taxes, Title and Risk of Loss:
1. All orders are F.O.B. Seller’s factory unless otherwise specified by Seller. Prices quoted do not include freight or insurance.
2. All sales are made subject to all State, County, City and Federal use, sales and excise taxes, the amount of which the purchaser agrees to pay. Any such tax may be billed to the purchase and collected by the State, County, City or Federal Taxing Authority or may be separately billed at any time by Seller, If Seller is required by any taxing authority to collect or pay such tax.
3. Title and Risk of Loss shall pass to Buyer upon tender of the products to a common carrier. In the absence of written instruction from Buyer, Seller shall select the common carrier, but will not assume any liability in connection with shipment.
4. Buyer shall pay all transportation charges and any additional charges for special packaging which the Buyer requests.
2. Shipping Schedule and Set Up:
1. All delivery dates are target dates only. Buyer acknowledges that Seller’s products are unique and delivery delays may result from technological development and/or other issues. Seller will use commercially reasonable effort to insure on time delivery. Title and risk of loss passes upon delivery to the delivery point per applicable shipping term. Buyer shall pay all insurance costs associated with delivery, and Buyer shall be responsible for filing and pursuing claims with carriers for loss or damage in transit.
2. Delivery is also subject to unavoidable delays caused by strikes, accidents, acts of terrorism or war, acts of GOD or other causes beyond Seller’s control, including acts and regulations of the Federal Government.
3. Seller shall not be liable for any damages, including direct, special, incident, or consequential damages resulting from delivery delays or inability to delivfper.
4. Buyer acknowledges that Set Up and De Bugging at Buyer’s facility is a process subject to a number of variables beyond the control of Seller, and that this process may take additional time substantially beyond that of Buyer’s independent expectations.
3. Payment:

Payment terms are 50% deposit with order, 40% upon completion and testing prior to shipment and final 10% due 30 days after Equipment arrives at Buyers factory. Any unpaid balances there after shall be subject to a service charge of 5% per month. There shall be no extension or change in the time for payment due to delays in installation and / or delays in operation of the equipment caused by damage, warranty service, or warranty replacement of parts. Seller reserves the right at any time to suspend credit or to change credit terms provided herein, when, in Seller’s sole opinion, Buyer’s financial condition so warrants. Buyer shall have no right to offset any amounts due or to become due to seller against any claims, charges, expenses, fees or other payments of any kind whatsoever under any circumstances, including , but not limited to , any liability which may arise due to any breach or alleged breach of the Contract or any provision thereof. Seller retains a purchase money security interest under the Uniform Commercial Code in the goods sold until payment in full has been made. In the event of default by Buyer under the Contract, Seller shall have all the rights and remedies of a second creditor under the Uniform Commercial Code. Buyer agrees to execute such financing statements and other documents as Seller may request in order to perfect Seller’s security interest. Any use tax, sales tax, excise tax, duty, custom, inspection, or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the price quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore or, in lieu of such payment. Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

4. Changes;Suspension:

Buyer may request changes to the Contract. Seller shall promptly advise Buyer in writing of the reasonable effect on price and delivery date. Seller shall not be required to institute any Buyer-dictated change until the parties have agreed to an equitable adjustment to the price and/ or delivery date. Buyer may, by written notice, request Seller to temporarily suspend performance or delivery hereunder, provided that Seller is reimbursed for additional cost incurred as a result thereof, including but not limited to storage, insurance, preservation, and other reasonable costs attributable to such suspension. Payment of the contract price shall become due when Buyer is notified that the goods are ready for shipment and Buyer shall be responsible for all price increases instituted by Seller during the period of suspension. Seller shall be granted a reasonable extension of the delivery date to take account of the suspended performance. In the event that the duration of such suspension exceeds ninety (90) days, Seller may, at its option, declare Buyer to be in breach of the Contract and shall have the right to assert any available remedy under the Contract or otherwise available at law or in equity.

5. Cancellation:
1. Orders can be canceled only with Seller’s consent. In the event of such consent, Buyer shall promptly pay to Seller, upon receipt of invoice, the following amounts:
1. Contract price for all products which shall have been completed prior to receipt of notice of cancellation.
2. All actual costs incurred by Seller in connection with the uncompleted portion of the order plus normal profit of the total contract price as partial liquidated damages.
3. Cancellation charges, if any, incurred by Seller on account of it’s purchasing commitments made under the order.
2. All machines and tools paid for by Buyer pursuant to this paragraph shall be delivered to Buyer in their “as is” condition at the date of such cancellation at the sole cost and expense of Buyer.
6. Limited Warranty:
1. Time Period: “Equipment shall be warranted for a period of one year.”
2. Seller’s sole warranty is that the equipment which is the subject of this sale shall be free from defects in material and workmanship under normal use and operation for the applicable time period referenced in above line a-1. Buyer’s sole remedy for breach of this warranty is that Seller will, at its option, repair or replace and defective piece of equipment or part thereof which is returned to Seller, transportation prepaid by the Buyer, within the applicable warranty period, Excepting THEREFROM any component part of the equipment that is supplied to Seller by another manufacture for such component parts.
3. The warranty set forth above shall not apply to the following:
1. Consumable parts, which by their nature require periodic replacement;
2. Problems arising from Buyer’s modification of the equipment after delivery;
3. Improper or inadequate maintenance or cleaning of the equipment, including problems resulting from dirt, corrosion, or unclean conditions;
4. Buyer supplied interfacing, or the use of equipment supplied by Seller in conjunction with any other products not furnished by Seller.
5. Failure to operate or maintain the machine in accordance with the procedures and time tables set forth in the operation manual;
6. Improper site preparation, including shielding and other problems arising as a result of Buyer’s operations.
4. No employee or agent of Seller is authorized to make any warranty other than that which is specifically set forth herein. The provisions in any specification, brochure, or chart issued by Seller are descriptive only and are not warranties.
   
   THE WARRANTY SET FOR ABOVE IS EXCLUSIVE AND HARITON MACHINERY COMPANY INC. MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. HARITON MACHINERY COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHOULD IT BE DETERMINED BY A COURT OF LAW THAT THIS EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, BUYER AGREES THAT ITS DAMAGES AND SELLER’S LIABILITY MAY NEVER EXCEED THE CONTRACT PRICE.
7. Warranty Process:

As a condition to Seller’s warranty obligations, any goods claimed to be defective under the foregoing warranty must be returned to the facility designated by Seller, which return shall be made promptly upon Buyer’s discovery of the alleged defect. Seller shall perform its examination of the goods so returned by Buyer and shall report the results of its examination to Buyer within ( 30) days following its receipt of such goods from Buyer, or, if longer time is required to complete such examination, within such time as would be required through the exercise of reasonable diligence. As a further condition to Seller’s obligations hereunder for breach of warranty, Buyer shall offer its reasonable cooperation and assist Seller in the course of Seller’s review of any warranty claim. Seller shall have the right to charge, and Buyer shall promptly pay to Seller upon Seller’s delivery of its statement or invoice, Seller’s reasonable costs and expenses for its review or investigation of any warranty claim which is found not to be defective. If requested by Buyer, Seller will promptly repair or replace at Seller’s expenses goods found by Seller to be non conforming according to Seller’s warranty as set forth herein.

All removal and installation of goods shall be at Buyer’s expense. Seller reserves the right to credit or reimburse Buyer for an amount equal to the purchase price of any defective goods in lieu of providing repaired or replacement goods. Anything contained herein to the contrary notwithstanding , in no event shall Seller be liable for breach of warranty or other wise in any manner whatsoever for (i) normal wear and tear, (ii) corrosion, abrasion, or erosion, (iii) any equipment, parts, software, or services which , following delivery or performance by Seller, has been subjected to accident, abuse, misapplication, improper repair, alteration, improper installation or maintenance, neglect, or excessive operating conditions; (iv) defects resulting from Buyer’ specifications or designs or those of its contractors or subcontractor other than Seller; or (v) defects resulting from the manufacture, distribution, promotion, or sale of Buyer’s own products.

8. Limitation of Remedies and Liability:

Buyer acknowledges that the inspection and sorting of parts for conformity to specifications is an imperfect process and that parts which do not conform to specifications may end up being delivered to or discovered by Buyer or the end customer for a variety of reasons including human error, post-sorting trauma, malfunction of the sorting equipment, or software and computer systems malfunction. Because Buyer is in the best position to control and monitor the many variables involved is trying to minimize the passing of defective parts, Buyer agrees to assume all responsibility for any such occurrence. Buyer expressly agrees to indemnify and hold harmless Seller for any damages, costs, or claims of any nature whatsoever arising out of such an occurrence.

THE REMEDIES PROVIDED HEREIN ARE BUYERS’S SOLE AND EXCLUSIVE REMEDIES. IN NO EVENT SHALL HARITON MACHINERY COMPANY, INC. BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL , OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF USE OF THE PRODUCT, COST OF CAPITAL , COST OF SUBSTITUTE EQUIPMENT OR FACILITIES, COST OF COVER, DOWNTIME COSTS, RESORTING OR HAND SORTING CHARGES, CLAIMS OF ANY THIRD PARTIES, INCLUDING BUYER’S CUSTOMERS, OR ANY OTHER COSTS WHATSOEVER, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.

The liability limitations shall apply even if Seller has been notified of the possibility or likelihood of such damages occurring and regardless of the form of action. The parties agree that these limits of liability shall survive and continue in full force and effect despite any termination or expiration of the contract between Seller and Buyer. Any action by Buyer against Seller must be commenced within one year after the cause of action has accrued.

9. Intellectual Property; Seller’s Equipment; Technical Information:

Seller does not transfer to Buyer or Buyer’s customer any patent, trade secret, trademark, service mark, copyright, or other intellectual property right related to the goods, other than the right to incorporate or use the goods purchased from Seller. Seller shall retain title to all designs , sketches, drawings, patterns, special appliances, and materials furnished or paid for by Seller in connection with this Contract. Neither party shall disclose to any third party any information directly or indirectly delivered to the other party or acquired pursuant to this Contract, including without limitation business affairs, data, designs, manuals, formulas, supplier and vendor information, processes, methods, pricing, financial and accounting data, products and specifications, systems, and technical information, ( the “Confidential Information” ). Each of Seller and Buyer shall be permitted to disclose Confidential Information of the other party to its own employees, agents, and representatives to the extent such disclosure is reasonably necessary for the performance of its duties and obligations or the enjoyment of its rights under this Contract; provided , however, that each of Seller and Buyer shall be responsible for any violation of the confidentiality obligation set forth in this Contract by and of such permitted this parties to which it provides Confidential Information.

10. General; Applicable Law:

This Contract sets forth the entire understanding and Agreement between the parties with respect to the subject matter hereof and cancels and supersedes all prior agreements, understandings, representations, or promises, whether oral or written, between the parties. The provisions in any specifications, website, brochure or chart issued by Seller are descriptive only and are not warranties. Any dispute arising hereunder and/or any dispute as to the interpretation or validity of this agreement shall be governed by the laws of the State of Connecticut. The parties agree this is an Connecticut contract and any dispute regarding the products sold hereunder or warranty work provided hereunder shall be subject to the laws of the State of Connecticut. This quotation and any contract arising therefrom shall be deemed for all purposes to have been made in the State of Connecticut and shall be governed by and construed in accordance with the laws of the State of Connecticut. Any cause or action arising from a contract resulting from this quotation shall be brought only in the Superior Court of the State of Connecticut in and for the County of Fairfield, which shall have sole and exclusive jurisdiction over all controversies arising hereunder.