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THE FOLLOWING TERMS AND CONDITIONS, TOGETHER WITH ANY OTHER TERMS AND CONDITIONS SPECIFICALLY AGREED TO IN WRITING BY SELLER, SHALL APPLY TO ALL ORDERS (“Order(s)”) FROM, AND SALES OF PRODUCTS (“Products”) OR SERVICES (“Services”) TO BUYER.

ANY ACCEPTANCE OF ANY ORDER OF BUYER IS CONDITIONED UPON THESE TERMS AND CONDITIONS. ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS PROPOSED BY BUYER IN ANY DOCUMENT ARE OBJECTED TO AND SHALL NOT BE BINDING UPON SELLER.

No salesperson is authorized to bind the Seller to any promise or understanding not expressed herein.

 I. SALE OF PRODUCTS OR SERVICES 

The Seller agrees to sell, and Buyer agrees to purchase, the Products or Services as specified in the purchase order or invoice. 

II. DELIVERY 

Delivery dates are approximate and are dependent on prompt receipt by Seller of all necessary information. Seller may deliver all or any part of the Products or Services as early as thirty (30) days in advance of the agreed schedule. The point of delivery shall be "Ex-works" Seller’s premises, unless otherwise specified by Seller. Upon delivery, title to Products and all risk of loss or damage thereto shall pass to Buyer. Where the Buyer notifies the Seller that it cannot take timely delivery of the Products, Seller may place such Products in storage, at the risk of Buyer, and Buyer shall reimburse Seller for all expenses incurred in connection with such storage. Buyer shall dispose of the packing materials for the Products at its own expense, and shall defend, indemnify and hold harmless the Seller from any legal obligations in connection with such packing waste. 

III. PRICES; PAYMENT  

Prices do not include taxes, including but not limited to Value Added Tax (VAT), or governmental charges, all of which shall be the responsibility of Buyer. The term of payment shall be net thirty (30) days from date of Seller's invoice, unless otherwise specified. Payments shall be made by Buyer without any deduction or set-off. Unless otherwise agreed, payment shall be made in U.S. dollars. Seller may charge late payment fees at the rate of 1.5% per month, or the highest rate permitted by law, whichever is less, accruing daily. 

If the financial condition of the Buyer is unsatisfactory to Seller, Seller may require full or partial payment in advance, or satisfactory security, in the form of a letter of credit or otherwise. In the event of bankruptcy or insolvency of Buyer, Seller may immediately cancel any Order then outstanding. 

Buyer grants to Seller a purchase money security interest in Products located in the United States, or Services, as well as any proceeds, for the purpose of securing the obligations of Buyer hereunder. Buyer authorizes Seller to execute on Buyer’s behalf and file such financing statements as Seller deems appropriate to perfect and notify Buyer’s creditors of Seller’s security interest. 

All prices quoted are subject to adjustment without prior notice in the event of (1) increases in the cost of raw materials, components, or labor; (2) changes in specifications, quantities, or delivery schedules requested by Buyer; (3) delays caused by Buyer’s instructions or failure to provide necessary information; or (4) other factors beyond Seller’s reasonable control. 

If, after the date of quotation or acceptance of Buyer’s Order, any governmental action, law, regulation, or policy imposes or increases tariffs, customs duties, taxes, or other charges applicable to the products sold hereunder or to the raw materials used in their manufacture, Seller shall have the right to increase the price of the affected products by an amount necessary to cover such additional costs. Prices are also subject to adjustment if shipment or performance is delayed due to Buyer’s failure to provide timely approvals, information, specifications, or instructions. 

Seller shall provide Buyer with written notice of any price adjustment under this Section, together with reasonable documentation supporting the basis for such adjustment. 

IV. EXPORT CONTROLS; FCPA; ANTI-BOYCOTT 

Buyer shall not make any disposition of the Products, by way of transshipment, re-export, diversion or otherwise, (1) except as applicable U.S. export laws and regulations may expressly permit, and (2) other than in and to the ultimate country of destination specified on Order(s) or declared as the country of ultimate destination on Seller's invoices or in the End Use Statement that Buyer supplies to Seller. Seller shall not be named as shipper or exporter of record or U.S. principal party-in-interest (USPPI) unless specifically agreed to in writing by Seller in which case, Buyer shall provide Seller with a copy of the documents filed by Buyer for Export clearance purposes. At Seller’s request, Buyer shall supply end-use and end-user information to determine export license applicability. Failure of Buyer to comply with this section shall constitute a material default allowing Seller to cancel related Order(s) without liability. 

Buyer warrants that it shall not violate or cause the Seller to violate the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), as amended, in connection with Buyer’s sale or distribution of the Products and/or Services, and that Buyer does not know or have reason to believe that any consultant, agent, representative or other person retained by Buyer in connection with the sale and/or distribution of the Products and/or Services has violated, nor caused Seller to violate the FPCA. Where Buyer learns of or has reason to know of any violation of the FCPA in connection with the sale or distribution of the Products and/or Services, Buyer shall immediately advise the Seller. 

Buyer further warrants that Buyer shall not violate or cause the seller to violate the U.S. Antiboycott Provisions of the U.S. Export Administration Regulations issued pursuant to the U.S. Export Administration Act of 1979, as amended in connection with Buyer’s purchase of Products and/or Services and that Buyer shall not request or require Seller to make any statements or certifications against countries that are not subject to boycott by the U.S. 

V. WARRANTIES

The Seller is not the manufacturer of the Products and is not an agent of the Product’s manufacturer. The Seller makes no warranty, express or implied, with respect to the Products, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. The Buyer acknowledges and agrees that the Products are sold “AS IS” and “WITH ALL FAULTS.” 

To the extent permitted and transferable, the Seller will assign or “pass through” to the Buyer any manufacturer’s warranty applicable to the Products. The Buyer’s sole and exclusive remedy for any defects in the Products shall be under the manufacturer’s warranty, if any, and subject to the terms and conditions of such warranty. The Buyer is responsible for reviewing and understanding the manufacturer’s warranty terms and for submitting any warranty claims directly to the manufacturer. 

No Products may be returned unless authorized in advance by Seller, and then only upon such conditions to which Seller may agree. Buyer must obtain a Return Material Authorization (RMA) number from Seller prior to any return shipment, and such RMA number must appear on the shipping label and packing slip. Buyer shall be responsible for the returned Products until such time as Seller receives the same at its facility, and for all charges for packing, inspection, shipping, transportation or insurance associated with returned Products. 

This Section V sets forth the exclusive remedies and obligations for claims based upon defects in or nonconformity of the Products or Services, whether the claim is in contract, warranty, tort (including negligence of any degree or strict liability) or otherwise. 

VI. LIMITATION OF LIABILITY; INDEMNIFICATION 

In no event shall the Seller be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or data, arising out of or relating to the sale or use of the Products or Services, even if advised of the possibility of such damages. The total liability of Seller on any claim, whether in contract, tort (including negligence of any degree and strict liability) or otherwise arising out of, connected with, or resulting from the manufacture, sale, delivery, resale, repair, replacement or use of any Products or Services, shall not exceed the price allocable to the Products or Services or part thereof which gives rise to the claim. Any action against Seller must be brought within eighteen (18) months after the cause of action accrues. The Buyer agrees to indemnify and hold harmless the Seller, including its owners, officers, employees, agents and affiliates, from and against any claims, damages, losses, or expenses (including attorneys’ fees) arising out of the Buyer’s use, possession, or resale of the Products or Services. 

VII. EXCUSABLE DELAYS 

Seller shall not be liable for delays in delivery or failure to perform due directly or indirectly to causes beyond Seller's reasonable control including but not limited to: acts of God; war; terrorism; civil commotion; riots; embargoes; government regulations, orders, instructions or priorities; port congestion; acts of or failure to act on the part of Buyer or its agents/employees; fires; floods; sabotage; nuclear incidents; earthquakes; storms; epidemics; strikes; lockouts or other labor difficulties; shortages of or inability to timely obtain proper labor, materials, components, shipping space or transportation, fuel, supplies or power at current prices; or due to limitations imposed by the extent of availability of Seller’s normal manufacturing facilities. 

VIII. GENERAL 

The rights and obligations of the Buyer and Seller hereunder shall be governed in all respects by the laws of the State of Washington, U.S.A., without regard to conflict of law principles. The exclusive forum for adjudication of any disputes shall be the federal or state courts located in Pierce County, Washington, and the parties hereby consent to personal jurisdiction and venue in such courts in any proceeding. The United Nations Convention on the International Sale of Goods shall not apply. 

These terms and conditions, together with any other terms specifically agreed to in writing by Seller, constitute the entire agreement between Buyer and Seller and supersede any prior or contemporaneous representations, agreements, proposals, warranties, or understandings, oral or written, express or implied. No waiver, modification, amendment, rescission or other change to these terms and conditions shall be binding unless specifically agreed to in writing by an authorized representative of Seller. 

The invalidity of any part hereof shall not affect the validity of the remainder. The failure of Seller to assert any right at any time hereunder shall not prevent Seller's subsequent assertion of the same or different rights. 

Buyer may not assign this contract without the prior written approval of the Seller. Seller may assign this contract to any acquirer of Seller’s business, whether by way of a merger, or of a sale of more than 50% of the Seller’s outstanding equity, or a sale of all or substantially all of the Seller’s assets. 

IX. PROHIBITION FOR HAZARDOUS USE 

Products sold hereunder generally are not intended for application in, and shall not be used by Buyer in the construction or application of a nuclear installation or in connection with the use or handling of nuclear material or for any hazardous activity or critical application, where failure of a single component could cause substantial harm to persons or property, unless the Products have been specifically approved for such activity or application. Seller disclaims all liability for any loss or damage resulting from such unauthorized use and Buyer shall defend, hold harmless and indemnify the Seller against any such liability, whether arising under breach of contract, warranty, tort (regardless of the degree of fault or negligence), strict liability or otherwise. 

X. STATUTORY REQUIREMENTS 

Seller reserves the right to make any changes in the general specifications of the Products which are required for the Products to conform to any statutory requirement. 

XI. GOVERNMENT CONTRACTS 

Only Federal Acquisition Regulation (“FAR”) supplement clauses expressly accepted in writing by Seller shall be included or incorporated by reference herein. Seller shall not be bound by and makes no representation of compliance with any FAR or FAR supplement clauses that Seller shall not have expressly accepted in writing.