Terms And Conditions

1. ENTIRE AGREEMENT: Any of the terms and provisions of Buyer’s order which are inconsistent with the terms and provisions hereof shall not be binding on IDC and shall not be considered applicable to the sale of the products mentioned herein. Unless Buyer shall notify Isolation Dynamics Corporation (IDC) in writing to the contrary with ten (10) day after receipt of this form, acceptance by Buyer of these terms and conditions shall be inferred and, in the absence of such notification, the shipment by IDC of the products covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof. No modification hereof shall be valid unless in writing and duly signed by a person authorized by IDC.

2. PRICES: Prices are subject to change at anytime by IDC.

3. MINIMUM ORDER: Unless otherwise specified is $375 minimum per item, per delivery schedule, per destination.

4. QUANTITY DISCOUNTS: When quantity price discounts are quoted, they are computed separately for each type of product or equipment, and are based on the quantity of each type and each size ordered at any one time for immediate delivery. If any order is reduced or canceled, it is agreed that prices will be adjusted upward to the higher prices, if applicable, for the uncanceled quantity.

5. ORDER SCHEDULING: Orders are to be scheduled for delivery within 12 months from order date. Once a purchase order has been place, any rescheduling or changes to the purchase order must be approved by IDC management. Customer may not reschedule or make changes unless approved in writing by IDC.

6. QUALITY LEVELS: Prices are based on quality levels commensurate with normal processing. If a diƯerent quality level is required, Buyer must specify his requirements and pay any additional costs that may be applicable.

7. TAXES: Unless prohibited by statute, Buyer agrees to pay IDC the amount of any Federal, State, City, or other tax, import or export duty, tariƯ or customs charge levied by any jurisdiction either inside or outside of the United States which IDC may be required to pay on account of the ownership at the place of installation, or the manufacture, transportation, sale or use of the material and equipment which is the subject of this contract.

8. TERMS: Unless otherwise stated, payment terms are net 30 days from date of invoice, subject to approval by IDC of amount and terms of credit IDC reserves the right to require payment in advance of C.O.D. or otherwise modify credit terms either before or after order acceptance of any order if for any reason Buyer’s credit is or becomes objectionable to IDC. Pending correction of any objectionable credit situation IDC may withhold shipments without incurring any liability to Buyer. Any reschedule of shipments by Buyer should be made 30 days prior to original ship date. When partial shipments are made payments therefore shall become due in accordance with the designated terms of the invoice if, at the request of Buyer shipment is postponed for more than 30 days, payment will become due 30 days after notice to Buyer that products are ready for shipment. A service charge of 1 1⁄2 % per month on the unpaid balance shall be imposed on all accounts not paid when due.

9. SHIPMENT: All shipments will be made F.O.B. the IDC factory unless otherwise specified. In the absence of specific instructions IDC will select the carrier. Title to the material shall pass to the Buyer upon delivery thereof by IDC to the earner or delivery service, thereupon, the Buyer shall be responsible therefore Products held for Buyer or stored for Buyer, shall be at the risk and expense of Buyer. Claims against IDC for shortages must be made within 10 days after arrival of shipment.

10. DELIVERY: IDC acknowledged shipping dates are approximate if Buyer’s order does not cite desired delivery date (s) and/or does not expressly prohibit delivery in advance of schedule date(s),
    Buyer agrees that immediate delivery is acceptable. If conditions arise which prevent compliance with delivery schedules, IDC shall not be liable for any damage, general, consequential or otherwise, for delay in delivery, or for failure to give notice of delay and such delay shall not constitute grounds for cancellation. Without limiting the generality of the foregoing, IDC shall under no circumstances be responsible for failure to fill any orders when due to failure obtain export licenses, fires, floods, earthquakes, riots, strikes, freight embargoes or transportation delays, shortage of labor, inability to secure fuel, material, supplies of power or other energy requirements or on account of shortages thereof, acts of God or the public enemy, any existing or future laws or acts of the Federal or of any State Government (including specifically, but not exclusively, any orders, rules or regulations issued by any oƯicial of any such government) aƯecting the conduct of IDC’s business which IDC in its judgment and discretion deems it advisable to comply with either as a legal patriotic duty or to any other cause beyond IDC’s reasonable control.

11. ENERGY: The price specifications and delivery schedules set forth in this order assume that materials and energy will continue to be available at not less than present levels and that IDC and its sub-contractors and suppliers will continue to have unrestricted use of their facilities. Any significant reduction in the availability of any of the foregoing as a direct or indirect result of the situation commonly known as the “Energy Crisis” whether resulting from Governmental action or otherwise, shall render this order subject to equitable adjustment as to delivery to reflect the impact thereof. To the extent that any such reduction has a material eƯect on IDC’s cost, the price will be subject to equitable adjustment.

12. INSPECTION AND ACCEPTANCE: Unless Buyer notifies IDC in writing within 30 days from date of shipment of any products that said products are rejected, they will be deemed to have been accepted by Buyer. In order for the notice of rejection to be eƯective, it must also specify the reason(s) why the products are being rejected.

13. PRODUCT WARRANTY:

    A. Warranty:
    IDC warrants that at the time of shipment the products manufactured by IDC and sold thereunder will be free from defects in material and workmanship, and will conform to the specifications furnished by or approved by IDC.

    B. Warranty Adjustment:
    (1) If any defect within this warranty appears Buyer shall notify IDC immediately.
    (2) IDC agrees to repair or furnish a replacement for, but not install, any product which within one year from the date of shipment by IDC shall, upon test and examination by IDC prove defective within the above warranty.
    (3) No product will be accepted for return or replacement without written authorization of IDC. Upon such authorization, and in accordance with instructions by IDC, the product will be returned shipping charges prepaid by Buyer. Replacements made under this warranty will be shipped prepaid.

    C. Exclusions from Warranty:
    (1) THE FOREGOING WARRANTY IS IN LIEN OF AND EXCLUDES ALL OTHER EXPRESSED OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS, OR OTHERWISE.
    (2) Components purchased by Buyer from any supplier other than IDC shall bear only the warranty given by the manufacturer of that product, and IDC assumes no responsibility for the interface of its product with any other product.
    (3) IDC WILL NOT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS, DAMAGES, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF THE PRODUCTS OR ANY INABILITY TO USE THEM EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER EQUIPMENT OR MATERIAL OR FROM ANY OTHER CAUSE.
    (4) The warranty does not extend to any product manufactured by IDC which has been subjected to misuse, neglect, accident, improper installation or to use in violation of instructions furnished by IDC.
    (5) The warranty does not extend to or apply to any unit which has been repaired or altered at any place other than at IDC’s factory by persons not expressly approved by IDC.

14. MODIFICATIONS: Unless otherwise provided IDC reserves the right to modify product specifications of products ordered by the Buyer herein providing that the modification will not aƯect form, fit or function.

15. TOOLING: Unless otherwise expressly provided, IDC shall retain title to and possession of any models, patterns, dies, molds, jigs, fixtures, tools and test equipment made for or obtained for the performance of this order.

16. TERMINATION: In the event of the complete or partial termination or cancellation of this order for the convenience of the Government, settlement shall be made by negotiations in accordance with Section 52.249-2 of the Federal Acquisition regulation, Termination For Convenience of the Government (Fixed Price), in existence as of the date of this agreement. The words “Government” and “Contracting OƯicer” shall mean Buyer, the “Contract” shall mean this order, and the word “Contractor” shall mean IDC. Delete Subparagraph © in paragraph (d) delete “one year” and substitute “six months”. In paragraph (k), delete “90 day” and substitute “45 days”. In the event Buyer attempts to terminate or cancel this order, in whole or in part,

    where it is not for the convenience of the Government, it shall constitute a breach of contract unless consent to such termination or cancellation is obtained by Buyer from IDC in writing. You will be liable for all costs incurred by IDC including but not limited to work in process, completed work, tooling and manufacturing aids, and other material produced as a part of or acquired for the work terminated. In any event, the price of all items delivered and all items which have been finished, but not yet delivered, will be adjusted upward to the applicable quantity break if any for the lower quantities.

17. GOVERNING LAWS: The terms of this Agreement and all rights and obligations thereunder, shall be governed in accordance with laws of the State of California. Buyer hereby consents and submits to the jurisdiction of the appropriate courts in the State of California for adjudication of any question of law or fact arising thereunder.

18. LIMITATIONOF LIABILITY: Seller will not be liable for any loss, damage, cost of repairs, incidental or consequential damages of any kind, whether or not based upon express warranty or implied warranty (except for the obligations assumed by Seller under the Product Warranty Clause), contract, negligence, or strict liability arising in connection with the design, manufacture, sale, use or repair of the products. In no event will Seller be liable to Buyer for any amount in excess of the purchase price of the product which proves to be defective.

19. SUPPLEMENTAL CLAUSES FOR EXPORT ORDERS:

    A. Currency. The prices quoted herein are payable in U.S. Dollars.

    B. Proof of Export. The products are to be purchased only for export and the Purchaser agrees to furnish IDC with proof of exportation of all or any part of such products within five months from the date of the IDC invoices therefor or if exportation of any part shall not have occurred within that period. Purchaser agrees to pay IDC upon demand, the amount of any manufacturer’s excise tax or other tax which now or hereafter may be imposed on the sale of such products for consumption within the United State.

    C License and Permit Requirements:
    (1) IDC will secure all export licenses and permits required by the United States Government and Buyer will furnish reasonable cooperation in acquiring such licenses and permits are not paid for by Buyer such payments will be added to the contract price.
    (2) Buyer will secure all licenses and permits required by the foreign government and IDC will furnish reasonable cooperation in acquiring such licenses and permits.
    The delivery schedule is contingent upon securing all necessary licenses and permits.
    (3) Failure to obtain a required license or permit in suƯicient time to permit delivery within the time set forth in the contract and without fault or negligence of the contracting parties, shall occasion an equitable adjustment in the delivery schedule.

21. IDC may adjust price levels as applicable under this quotation in connection with any price fluctuations relating to raw materials.

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