SANWA Technologies, Inc.

Prices/Quotations: Unless otherwise specified in a written statement signed by SANWA Tech, no price quote (Quotation) by SANWA Tech, including, without limitation, a budgetary quote rendered in connection with any preliminary request for information, shall be binding. Any binding price quote given by SANWA Tech shall be effective for thirty (30) days unless otherwise specified in a written statement signed by SANWA Tech. Prices are otherwise subject to change without notice and do not include installation, freight, or taxes. Further, prices quoted relate only to the goods referenced and do not include intellectual property, industrial property, or patent rights of any kind, nor shall they include any additional product testing or certification other than SANWA Tech’s standard tests and/or certification.

Terms of Payment: SANWA Tech will invoice CUSTOMER for Products upon shipment. All payments owed by CUSTOMER to SANWA Tech, including, without limitation, payment for the purchase price of Products purchased, applicable taxes, applicable freight charges, cancellation charges and price adjustments for failure to purchase forecasted quantities of Products are payable in US Dollars and will be due thirty (30) days after the invoice date unless other arrangements have been made and agreed to in writing by a duly authorized officer of SANWA Tech.

Service Fee: If payment is not timely, SANWA Tech shall be entitled, in addition to other legal rights and to the rights and to the extent permissible by applicable law, to a service fee of 1-1/2% per month (18% per annum) on any unpaid balances to cover additional administrative costs of collecting such balances.

Taxes: Prices are exclusive of any taxes. CUSTOMER agrees to pay any applicable taxes, duty surcharges, fees, or similar charges however imposed.

Cancellation or Change: The CUSTOMER may cancel or change its order for standard product(s) within sixty (60) days prior to the scheduled ship date by written notice to, and written agreement from, SANWA Tech and only if orders are canceled or changed before being converted into finished product. Orders for products that are not listed in SANWA Tech’s current catalog (including but not limited to, semi-custom application-specific products, other semi-custom product(s), or other semi-custom product(s) that have special markings or which have received special testing, or which are specially made for CUSTOMER) may not be canceled or returned except under the provisions of a prior written agreement between SANWA Tech and CUSTOMER which will set forth the cancellation charges to be paid by CUSTOMER in the event of such cancellation. If such an agreement is not in place, the charges shall be payment of SANWA Tech’s cancellation charges and all outstanding invoices (including service charges, inventory charges, etc). CUSTOMER may be liable for all costs of raw materials ordered by SANWA Tech for this process and other orders made by SANWA Tech at the time of cancellation plus an overhead charge of not more than (40%) forty percent of the cost of said raw materials, any existing work in process for this order, plus a minimum administrative fee of (20%) twenty percent of the selling price of any unshipped parts (“cancellation charges”).

Deductions and Late Payments: CUSTOMER shall not make deductions of any kind from any payments due SANWA Tech, unless a credit memorandum has been issued by SANWA Tech to CUSTOMER. SANWA Tech may accept any partial payment without prejudice to its right to recover any remaining balance or to pursue any other remedy provided herein in any agreement executed by the parties or under applicable law. No payment by CUSTOMER to SANWA Tech of any lesser amount than that due to SANWA Tech shall be deemed to be other than payment on account, and no endorsement or statement on any check or on any letter or other writing shall create an accord and satisfaction or create any right of any kind in favor of CUSTOMER.

Acceptance of Orders: All orders are subject to approval and acceptance by SANWA Tech. Orders will be accepted only upon the understanding that the terms and conditions herein shall be applicable. Unless SANWA Tech so agrees in writing, any terms and conditions appearing in CUSTOMER’s order contrary to those stated herein are deemed waived by CUSTOMER. After an order has been accepted, it may be modified or canceled only upon the written agreement of SANWA Tech.

Credit Approval: CUSTOMER’s orders will be accepted subject to credit investigation and approval, and delivery may be withheld on accepted orders without any liability on the part of SANWA Tech if, in its opinion, the CUSTOMER’s ability to pay for the products on these terms and condition is in doubt. Any remittance received from or for the account of CUSTOMER may be accepted or applied by SANWA Tech against any indebtedness owing by CUSTOMER without prejudice to or the discharge of the remainder of such indebtedness, regardless of any conditions, provisions, or notations appearing on such remittance. After delivery, if SANWA Tech brings a legal action to collect amounts due and owing by CUSTOMER, CUSTOMER agrees to pay for all attorneys’ fees and costs incurred by SANWA Tech in such action.

Shipment Delivery: 
All delivery, shipment and/or freight terms for the goods referenced in this agreement are F.O.B. SANWA Tech‘s warehouse (IncoTerms 2000 version). Delivery to the carrier shall constitute delivery to the CUSTOMER; all products are shipped at the CUSTOMER’s risk. When CUSTOMER does not provide specific shipping instructions, SANWA Tech will use its discretion as to the routing of shipment based on the lowest rate medium of transportation. No freight allowances will be given on special express shipments without prior written consent of SANWA Tech. SANWA Tech will not be liable to CUSTOMER for damages of any kind or character by reason of any failure to fill orders, delay in shipment or delivery, or any error in the filling of orders, regardless of the cause thereof.

Partial Shipments: Unless otherwise specified, SANWA Tech may make partial shipments, and each shipment shall be deemed a separate sale. CUSTOMER shall accept and pay for each shipment regardless of any prior or subsequent failure to deliver any other shipment.

Shipping Weights: Shipping weights are approximate, are shown for CUSTOMER’s convenience only, and are not guaranteed.

Allocation: In the event of product shortages, SANWA Tech shall have the right to allocate the available supply to its customers on a case-by-case basis in a manner deemed equitable by SANWA Tech under particular circumstances. SANWA Tech shall have the right, at its option, to cancel any back orders (even if they have been accepted previously by acknowledgment, partial shipment, or otherwise), provided the same have been outstanding for a minimum of thirty (30) days. Any resubmitted orders shall be subject to SANWA Tech‘s then-current pricing.

Acceptance: CUSTOMER shall diligently inspect the product upon arrival at the specified destination and shall, within five (5) business days, notify SANWA Tech as to any conditions that exist that prevent CUSTOMER’s acceptance of the product. Failure to notify SANWA Tech of any such condition shall result in acceptance of the products by CUSTOMER.

Damage In Transit: All products are shipped at CUSTOMER’s risk. SANWA Tech's responsibility ceases upon the delivery of the products to the carrier in good order. Claims against the carrier are to be filed by the CUSTOMER.

Substitution: SANWA Tech reserves the right at any time to replace or substitute products and packaging provided such replacement or substitution will not result in additional cost to CUSTOMER and will not adversely affect the operational performance of products.

Excusable Delay: SANWA Tech is not responsible or liable for any delays or any failure to perform due to unforeseen circumstances or causes beyond SANWA Tech‘s control when such delay or failure is due, directly or indirectly, to acts of God, war (including civil war), riots, embargoes, acts (whether sovereign or contractual) of civil or military authorities, acts of any government, a major change in economic conditions, fires, floods, explosions, the elements, epidemics, quarantine restriction, strikes, lockouts, plant shutdowns, slowdowns, accidents, shortage of energy, materials, component parts, labor or delays of suppliers or subcontractors. In the event of an excusable delay, SANWA Tech shall promptly notify the CUSTOMER of such delay, and an equitable adjustment shall be made in delivery schedules and any other affected terms and conditions.

Returned Products: Products cannot be returned without the prior written approval (RMA) of SANWA Tech. If products that are returned with SANWA Tech‘s written approval are in SANWA Tech‘s opinion salable, credit will be issued at the original net invoice price, less the actual cost of restocking, as determined by SANWA Tech, but in no event will the restocking fee be less than 15% of the original new invoice price. Returning a product that is damaged, used, or otherwise not in salable condition, will not be eligible for credit.

General Limitation of Liability: SANWA Tech‘s liability for any and all claims of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from SANWA Tech‘s performance or breach of the terms hereof shall, in the aggregate, not exceed the purchase price of the particular product. IN NO EVENT SHALL SANWA Tech BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, WHETHER OR NOT SANWA Tech HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

Waiver: Waiver by SANWA Tech of any breach of these provisions shall not be construed as a waiver of any other breach.

Financial Information: From time to time, if and when requested by SANWA Tech, CUSTOMER shall furnish SANWA Tech with any financial statements or additional information as SANWA Tech may deem necessary to determine CUSTOMER’s financial condition. SANWA Tech may withhold shipments until such information is received.

Assignment: None of CUSTOMER’s rights under these terms shall be assigned or otherwise transferred by the CUSTOMER to any other person or entity, whether by operation of law or otherwise, without SANWA Tech‘s prior written approval.

Law and Arbitration: These terms are governed by the laws of The Commonwealth of Massachusetts, and the Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Any controversy or claim arising out of or relating to these terms or the breach hereof shall, at SANWA Tech‘s option, (i) be litigated in the courts of The Commonwealth of Massachusetts or any federal court sitting therein (and CUSTOMER (a) consents to the non-exclusive jurisdiction of such court; (b) waives any objection that it may now or hereafter have to personal jurisdiction or to the venue of any such suit or any such court or that such suit is brought in an inconvenient court; and (c) waives personal service of any and all process upon it, and consents that all such service of process may be made by messenger, certified mail or registered mail directed to CUSTOMER at the address set forth in SANWA Tech‘s records); or (ii) be finally settled by arbitration in Worcester County, Massachusetts in accordance with prevailing commercial rules of the American Arbitration Association. In the event of SANWA Tech‘s selection of arbitration to settle any such controversy or claim, the parties shall have the right to take depositions and obtain discovery regarding the subject matter of the arbitration as if the subject matter of the arbitration were pending in a civil action before a Superior Court of the Commonwealth of Massachusetts. Pending a decision by the arbitrator(s), the parties shall diligently proceed pursuant to the terms and conditions hereof. The award of the arbitrator(s) shall be final, binding, and conclusive on the parties hereto and their successors and assigns. Judgment upon an arbitration award hereunder may be entered in any court having jurisdiction thereof, or application may be made to any court for individual acceptance of the award or an order of enforcement, as the case may be. The prevailing party in any arbitration or in any action at law or in equity will be entitled to receive its reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which it may be entitled.

Entirety of Agreement: Except for any agreement which may be executed by the parties with respect to the subject matter hereof, these terms are intended as a complete and exclusive statement of the terms and conditions of their agreement. No other terms and conditions, whether contained in CUSTOMER’s purchase order, shipping release, or elsewhere, that are inconsistent with, additional to, or different from the terms and conditions herein shall be binding upon SANWA Tech unless specifically agreed to by SANWA Tech in writing.

Assent: Receipt by CUSTOMER of acceptance of the order or receipt of the products without prompt objection to the terms and conditions herein set forth constitutes acceptance by CUSTOMER of these terms and conditions.

Warranties: SANWA Tech warrants that all goods sold are free of any security interest. SANWA Tech makes no other representations or implied warranties and specifically makes no implied warranties of merchantability or fitness for purpose unless otherwise agreed in writing by an authorized representative of SANWA Tech. Products sold hereunder are not intended for use in or in connection with a nuclear facility.

Severability: If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

Modification of Terms & Conditions: No terms and conditions other than those stated herein and no agreement or understanding in any way purporting to modify these terms or conditions shall be binding on SANWA Tech without the written consent of a duly authorized officer of SANWA Tech.