TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE AND GOVERNING PROVISIONS. All sales are made only on the terms and conditions set forth in this Agreement. If any other terms have been submitted by Buyer, they are rejected and these terms are proposed as a counteroffer. If Buyer fails to reject this offer forthwith upon receipt hereof or proceeds in any way with the transaction proposed or takes possession of the products to be sold hereunder, Buyer shall be deemed to agree to these terms. Acceptance of this offer, whether express, by action indicating intent to purchase products ordered, or by failure to reject it as specified hereinabove, is limited to the terms and conditions stated herein. All subsequent action shall be pursuant to these terms and conditions and any additional or different terms are hereby objected to and shall not be binding upon the parties, unless agreed to in writing by Seller.

2. DELIVERY AND RISK OF LOSS. Unless otherwise agreed in writing, all deliveries shall be F.C.A. Seller's facility and risk of loss will pass to Buyer upon delivery at Seller's facility. Seller may, at Buyer's request and as an accommodation to Buyer, ship goods to Buyer at its address shown on the face of this Agreement, freight collect and insured at Buyer's risk and expense.

3. TITLE TO PRODUCTS. Title to and right of possession of the products sold hereunder shall pass to Buyer when the products are delivered at Seller's facility as provided in Section 2 hereof. Failure of Buyer to pay the purchase price for any product when due shall give to Seller the right, without liability, to repossess such product with or without notice and to avail itself of any other remedy provided by law.

4. TERMS OF PAYMENT. Unless otherwise agreed in writing, terms of payment are C.O.D. Buyer shall pay to Seller an additional charge of 1.5% per month on any amount not paid when due from the time the amount is due until it is paid in full.

5. CREDIT APPROVAL. All shipments and deliveries shall at all times be subject to the approval of Seller's credit department. Seller may at any time decline to make any shipment or delivery except upon receipt of payment or upon terms regarding credit or security satisfactory to Seller.

6. PRICES. Prices are subject to change without notice. Prices quoted on specifically engineered products are valid for thirty (30) days or a length of time as set forth in a written quotation form from authorized personnel of Seller located at its home office. Prices set forth in quotation forms do not include state or local sales or use taxes that may be applicable to the sale. Unless otherwise agreed in writing, if Buyer requests delivery of products more than thirty days from the date of acceptance of Seller's offer (whether by placing an order with Seller or in any other manner), the prices applicable to such products shall be Seller's prices in effect for such products on the date of delivery.

7. TERMINATION. After accepting Seller's offer (whether by placing an order or in any other manner) Buyer's agreement to purchase products, including, without limitation, specifically designed products, may not be terminated without the written consent of Seller.

8. TAXES. Any taxes which Seller will be required to pay or collect with respect to any sale shall be for the account of Buyer, and such taxes shall be added to the quoted price as shown on each invoice.

9. LIMITED WARRANTY. Each product sold by Seller under this Agreement is subject to Seller's express warranty, if any, applicable to the particular product that is in effect at the time Seller sells such product to Buyer (the "Applicable Warranty"). The Applicable Warranty, if any, for each product is described on a warranty information sheet which lists the product and is attached to this Agreement or enclosed with the product when shipped. Each warranty information sheet describes all of the products to which the Applicable Warranty included thereon applies and any such Applicable Warranty will apply only to the products identified on such warranty information sheet. Any Applicable Warranty is subject to all of the terms and conditions, including limitations and exclusions, set forth on the warranty information sheet which describes such Applicable Warranty. Seller's sole liability and Buyer's sole remedy for a failure of any product and for any and all other claims arising out of the purchase and use of any of Seller's products shall be limited to Seller's compliance with the Applicable Warranty, if any.

THE APPLICABLE WARRANTY, IF ANY, IS EXCLUSIVE AND IS IN LIEU OF ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, EXCEPT THE WARRANTY OF TITLE. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. NO REPRESENTATIVE, DISTRIBUTOR OR OTHER PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTY OR TO ASSUME FOR SELLER ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OR SERVICE OF ITS PRODUCTS.

10. DELAYS IN DELIVERY. Seller shall not be liable for any delay in delivery of any product if such delay is due to any reasonable cause, including, but not limited to, acts of God, fires, wars, vandalism, sabotage, accidents, floods, strikes, labor disputes, mechanical breakdown, shortages or delays in obtaining suitable parts or equipment, material, labor or transportation, or acts of any government or governmental agency. In addition, Seller shall not be liable for any delays in delivery caused by failure of Buyer to provide any necessary information in a timely manner. In the event of any such delay, the date of shipment or performance hereunder shall be extended by the period equal to the time lost by reason of such delay and Seller may allocate available products among its customers on any reasonable and equitable basis. The delivery dates set forth in any quotation are approximate only and Seller shall not be liable for a breach of contract if Seller delivers the products within a reasonable time after such dates.

11. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM SELLER'S PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO ANY QUOTATION OR CONTRACT FOR THE SALE OF ANY PRODUCTS, OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OF SELLER, STRICT LIABILITY OR OTHERWISE. THE MAXIMUM LIABILITY, IF ANY, OF SELLER FOR ALL DIRECT DAMAGES TO ANYONE, IN CONTRACT OR IN TORT, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE OF THE PARTICULAR PRODUCT GIVING RISE TO THE LIABILITY. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS BUYER'S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT THE REMEDY SET FORTH IN SECTION 9 FAILS OF ITS ESSENTIAL PURPOSE.

12. APPLICABLE LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, excluding conflicts of laws provisions.

13. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Seller, but shall not be assignable by Buyer, voluntarily or involuntarily, without the prior written consent of Seller.

14. ENTIRE AGREEMENT. THIS AGREEMENT AND ANY WRITTEN DISTRIBUTOR AGREEMENT BETWEEN SELLER AND BUYER WHICH HAS NOT BEEN TERMINATED CONSTITUTE THE FINAL EXPRESSION OF THE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, ARE INTENDED TO SERVE AS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS WRITTEN OR ORAL CONDITIONS, UNDERSTANDINGS OR REPRESENTATIONS. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY DISTRIBUTOR AGREEMENT, THE TERMS OF THE DISTRIBUTOR AGREEMENT SHALL CONTROL.

15. EXPENSES OF COLLECTION. If payment for any product sold to Buyer is not made to Seller when due, Buyer shall pay to Seller on demand any and all reasonable expenses paid or incurred by Seller, including reasonable attorneys fees and disbursements, in connection with the collection of such payment.

16. WAIVER AND MODIFICATION. Waiver by Buyer or Seller of a breach of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other breach. This Agreement may not be modified except by writing evidencing such modification and signed by both parties.

17. SEVERABILITY. In the event that any one or more of the provisions contained in the terms and conditions of this Agreement shall be held to be unenforceable or in violation of any law, it is understood that such provisions shall be deemed to be modified to the extent necessary to be enforceable or to comply with such law or, if such modification would be impracticable, shall be deemed deleted and none of the other rights and obligations herein shall be prejudiced or rendered unenforceable by reason thereof.

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