Terms and Conditions of Sale

1) Prices are valid for 30 days from date of quotation unless otherwise specified in our quotation.
2) Payment terms are Net 30 days from date of invoice unless otherwise specified in our quotation.
3) Warranty and return policies are as set forth in writing in this web site
4) Buyer is responsible for parts installation and check-out unless otherwise specified in our quotation.
5) Items designated as "Make-To-Order" cannot be canceled or returned once the order has been processed.
6) Except as noted above, Universal Instruments Corporation standard Terms and Conditions of Sale apply to all sales. A complete copy is displayed below.
7) Prices are subject to change without notice. These Terms and Conditions may be superseded by regional provisions. Please contact your local Universal Instruments sales office for additional information.

TERMS AND CONDITIONS OF SALE

1. DEFINITIONS
"Seller" means Universal Instruments Corporation. "Buyer" means the person or company to whom this quotation is addressed.

2. CONDITIONS OF AGREEMENT
This quotation is intended as an offer to sell the specific goods (Products) described on the reverse side hereof (or attached hereto) at the prices stated therein. Seller hereby expressly objects to any terms contained in Buyer's acceptance that are different from or additional to those contained in this offer. The Terms and Conditions set forth herein may not be changed, modified or added to except in a written agreement signed by Seller. In the absence of such written agreement, issuance of a purchase order or other form of acceptance of this quotation by Buyer shall constitute Buyer's agreement to be bound by the Terms and Conditions set forth herein, regardless of any contrary provisions contained in any purchase order or other form of acceptance of Buyer. Any price quotation by Seller shall remain valid for sixty (60) days. Notwithstanding the foregoing, Products of non-US origin may be requoted at any time based on changes in foreign exchange rates. This offer is contingent upon approval of Buyer's credit by Seller.

3. DELIVERY AND ACCEPTANCE
A. Delivery date(s) will be established at the time an order is acknowledged. Terms of delivery are ExWorks Seller's dock (i.e.: global manufacturing and warehouse locations) (Incoterms 2000), unless otherwise quoted. The delivery date(s) is Seller's best estimate of when Product will be shipped from its factory. Seller shall not have any liability for losses or damages due to delays in delivery.
B. Delivery date(s) are also contingent upon timely receipt by Seller from Buyer of any drawings, parts, instructions or similar items, when such items are required for design and/or test.
C. Buyer shall have the installation site ready on the date agreed between the parties. Costs incurred by Seller as a result of Buyer's delay shall be borne by Buyer. Buyer is responsible for pre-positioning Product in its facility. Installation shall be scheduled during regular first shift hours; additional charges may apply for off-shift installation.
D. Seller shall not be responsible for and Buyer shall have no right of cancellation for delays in Seller's performance due to causes beyond Seller's control including but not limited to acts of God, war whether declared or undeclared, fire, strikes, transportation delays, and failure of suppliers to deliver.
E. Upon completion of installation, Buyer shall (with Seller's on-site support) inspect and test Product in accordance with Seller's standard acceptance criteria (the default acceptance criteria), or other criteria mutually agreed in writing at the time of order placement, to verify Product performance. Provided Product meets said criteria, acceptance thereof shall occur and Product shall be commissioned. Any use of Product for purposes other than inspection and test shall constitute acceptance.
F. Buyer is responsible to advise Seller, prior to placing an order, whether local codes or standards apply to the Product or its installation, and Seller shall be entitled to quote compliance with any such codes or standards. Prior to the start of installation, Buyer shall obtain all licenses, permits and certifications required for compliance with local laws, rules and regulations. Buyer is responsible for all facility related issues and modifications.

4. PAYMENT TERMS
A. (i) Seller will invoice upon shipment of Product. Payment is due in full, in US funds, Net 30 days from date of invoice. (ii) If Product acceptance is not completed within 30 days of shipment due to causes outside Seller's control, Buyer shall pay 80% on the Net 30 basis and 20% no later than Net 60. (iii) If Product acceptance is not completed within 30 days of shipment due to Seller's fault, Buyer shall pay 80% on the Net 30 basis and 20% upon acceptance. Late payments are subject to interest charges at the maximum legal rate.
B. If Buyer requests Seller to hold Product ready for shipment, Seller may invoice Buyer on the original planned shipment date, payment terms per subparagraph 4.A(i) above. In such case, Seller may store Product at Buyer's expense. In any event, Buyer shall authorize shipment no later than 30 days after the original planned shipment date. Payment by Buyer shall not relieve Seller of its obligations as specified herein.
C. Payment terms for special Products or systems are 20% down payment due with order, 60% Net 30 days after shipment, and 20% upon Product acceptance, or as otherwise quoted. Seller will specify when these special payment terms apply.

5. WARRANTY OF PRODUCTS
A. General Conditions
For a period of 12 months from the date of commissioning, Seller warrants the Products will:
1. Be free from defects in material and workmanship.
2. Conform to official published General Specifications (GS) in effect at the time of quotation and any amendments mutually agreed to in writing by the parties.
B. Commissioning
The "date of commissioning" shall be that date on which the Product is installed and demonstrated to meet the acceptance criteria. If for any reason not within Seller's control commissioning is delayed by 60 days or more after the original planned ship date, the above warranties shall apply only if Seller is given the opportunity to inspect, service and condition the Product to insure it is in proper operating condition. Inspection and servicing required due to the delay are at additional cost and will be billed to Buyer at Seller's then current service rate. In any event, provided that Seller is not responsible for such delay, warranty shall start no later than 90 days after the Product's original planned ship date.
C. Repair Procedure
If Buyer reports what is believed to be a defect covered under this warranty, Seller will promptly respond and initiate appropriate corrective action, including if necessary dispatch of a service technician to Buyer's site. If the problem is covered under warranty, Seller will, at its discretion, promptly make the repairs or replacement at no charge. Rebuilt parts may be used. On-site warranty service will be conducted during regular first shift hours, unless mutually agreed. Except for machine down calls, a premium may be charged for off-shift warranty service.
D. Limitations
This warranty is limited as follows:
1. This warranty is not transferable without the express written agreement of Seller.
2. This warranty does not apply to software. Software is covered by a separate warranty which appears in Seller's Software License Agreement. (Available at www.uic.com/software_license.)
3. Refurbished Products may be subject to additional limitations which, if applicable, will be stated on Seller's quotation.
4. This warranty does not cover consumable parts that wear in normal Product operation. These are identified in the Wear Parts List. (Available on request.)
5. Spare parts sold by Seller's Worldwide Parts Sales Distribution center (WPSD) are covered by a separate warranty which appears in the WPSD Parts Catalog. (Available at www.uic.com/parts.)
6. This warranty does not cover defects or failure that result from any of the following factors:
a. Non compliance with Seller's installation, operation, calibration, maintenance and setup/adjustment specifications and procedures.
b. Changes that are made to the Products without written approval from Seller.
c. Misuse or abuse of the Product; dust and other environmental factors.
d. The use of replacement parts other than those supplied by Seller.
E. Additional Conditions
1. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESSED, OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR USE AND MERCHANTABILITY, EXCEPT AS TO TITLE.
2. Additional Product support programs are available. Please contact your Universal Sales or Service Engineer for details.

6. PATENT AND COPYRIGHT
If notified in writing within 30 days of any claims made or action brought against Buyer, Seller will settle or defend, at Seller's expense, all proceedings or claims against Buyer, its subsidiaries and affiliates for alleged infringement of U.S. patents and copyrights granted as of the date of this quotation where such patents or copyrights cover goods or parts contained in the Products that are furnished hereunder by Seller. Seller's liability in this regard shall be limited to the purchase price of the Products that are furnished by Seller hereunder. Seller shall have sole control of the defense of any such action and all negotiations for its settlement, and may at its option procure for Buyer the right to continue using the Product, replace or modify the same so that it becomes non-infringing, or if in Seller's judgment such remedies are not reasonably available, grant Buyer a refund for the depreciated value of the Product and accept its return. Seller shall not have any liability hereunder based upon compliance required of Seller with engineering drawings or manufacturing instructions originating with or furnished by Buyer, its subsidiaries or affiliates, if such compliance gives rise to such proceedings or claims.

7. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST REVENUES, LOST PROFITS OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES, HOWEVER CAUSED, WHETHER IN ACTION FOR BREACH OF CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL SELLER'S LIABILITY BE GREATER THAN THE TOTAL VALUE OF THE PRODUCT(S) GIVING RISE TO SUCH CLAIM.

8. CHANGES, CANCELLATION
A purchase order may be amended from time to time by written change order, agreed by both parties, setting forth the particular changes to be made and the effect of such changes on the price, time of delivery, and other terms and conditions. Buyer shall have the right to cancel any order in whole or in part, for Product as yet undelivered, as a result of Seller's material breach of these Terms and Conditions with respect to such order. Seller's liability arising from such cancellation is expressly limited to a refund of any monies paid by Buyer for such cancelled Product. In addition, prior to delivery of ordered Product, Buyer shall have the right to cancel its order in whole or in part, at its discretion. A cancellation hereunder shall become effective upon notification by Buyer to Seller and Buyer shall send Seller an amendment to the order in confirmation thereof. In the event of a cancellation for reasons other than Seller's material breach, Buyer agrees to pay Seller all costs which were reasonably and necessarily incurred by Seller in performance of the order, plus overhead expenses and reasonable profit. Seller shall take all reasonable steps to reduce Buyer's liability hereunder.

9. SHIPMENT, TITLE AND RISK OF LOSS
Seller's price includes packing and packaging for shipment by padded air ride van or air shipment, as specified by Buyer. An extra charge will be made for ocean and other special packing. Buyer shall specify the carrier and coordinate the schedule for pick-up with Seller's personnel. In the event Buyer fails to timely specify the carrier, Seller shall be authorized to select the carrier and coordinate pick-up. In no event will Seller be responsible for delay, breakage or damage after the Product is delivered to the carrier in good order. Risk of loss will pass to Buyer upon delivery of the Product to the carrier at Seller's dock. Claims for breakage and damage shall be made to the carrier. Partial shipments and transshipments by Seller are allowed. After delivery and until Buyer shall have paid in full for all Products covered by this Agreement, Seller shall retain a purchase money security interest in the Products and is hereby authorized to file a financing statement to perfect its security interest. Buyer represents and warrants that it has and will maintain in force insurance adequate to protect Seller's interests hereunder, and, if requested, shall supply Seller copies of insurance certificates as evidence thereof.

10. INSTALLMENT DELIVERY
Notwithstanding the provisions and limitations of Article 8, above, if Buyer's order provides for delivery in installments, Seller may manufacture the entire quantity at one time, and deliver in accordance with the order. If Buyer defaults in any way under the order subsequent to completion of manufacture of its Product(s), the balance of the entire purchase price remaining unpaid will immediately become due and upon receipt of such payment the balance of deliveries shall be made.

11. DESIGN OWNERSHIP; LICENSED SOFTWARE
Any specifications, drawings, or other technical information, data, tools, dies, patterns, masks, test equipment, software and any other item designed, supplied, or created by Seller in performance of Buyer's order shall remain the exclusive property of Seller, and no right, title or license in any such item or design is hereby granted to Buyer. Buyer acknowledges that Seller's and/or third party software is licensed to the original End-User for use with the Product with which it is delivered and that title to and all ownership interests are retained by Seller and/or the third party owner. Software license provisions apply; refer to www.uic.com/software_license.

12. TAXES
Taxes, duties and fees are the responsibility of Buyer. For deliveries in the United States, Buyer shall pay all applicable sales, use, turnover or other taxes directly to Seller or shall provide Seller, at the time of order, with either a copy of its direct pay permit or tax exemption certificate, as appropriate. Buyer hereby indemnifies Seller against any claims, penalties or suits arising from failure to pay any such taxes as may be legally due.

13. INSOLVENCY AND ASSIGNMENT
Either party shall have the right to cancel any order in the event that the other party becomes bankrupt or makes a general assignment for benefit of creditors. Buyer may not assign any of its rights or obligations hereunder without the written consent of Seller, which will not be unreasonably withheld.

14. LAW
This agreement shall be governed by, subject to and construed according to the substantive laws of the State of New York, notwithstanding the conflict of laws provisions. The Convention on Contracts for the International Sale of Goods is hereby expressly excluded. Buyer shall comply with all applicable U.S. laws, rules and regulations concerning export from the United States or re-export of any item purchased hereunder, and shall notify Seller prior to any such export activity.

15. SEVERABILITY, HEADINGS
Any provision hereunder found to be legally unenforceable shall be deemed deleted and replaced with a legally enforceable provision having the closest possible intent. All other provisions shall remain in full force and effect. Headings and subheadings are for convenience only and shall not be construed to limit the applicability of individual provisions or subprovisions.

Terms & Conditions of Sale
MRKT004 Rev D January 2005
MC-2795B 01/05 SIF
Universal Instruments Corporation
Uncontrolled Copy Page 1 of 1

For more information, contact a Universal Sales Rep.