FOUNDED 1993  PIONEERS IN IR-FIBER AND REACTION MONITORING

Standard Conditions of Sale
DELIVERY
Remspec Corporation will deliver according to the terms of the quotation. Remspec shall not be liable for failure to deliver resulting from causes beyond its control, such as acts of purchaser, acts of God, acts of civil or military authorities, strikes, lockouts, fires, pestilence, riots or terrorisim, or inability due to causes beyond its reasonable control to obtain necessary, labor, materials or manufacturing facilities. in the event of a delay resulting from such causes the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

PATENTS
Remspec will indemnify the Purchaser against any claims that goods manufactured according to Remspec's design and sold by Remspec to the Purchaser infringe on any United States patent or patent right. The Purchaser will indemnify Remspec against all claims of patent infringement with respect to goods manufactured wholly or partially to the Purchaser's designs or specification. Save as provided otherwise in research and development contracts all proprietary rights in designs , tools, patterns, drawings, information and equipment not furnished by the Purchaser are reserved to Remspec.

TITLE
Right to title and possesion of the equipment sold shall remain with Remspec until all payments required by the quotation have been made in full and the purchaser agrees to take all actions necessary to maintain and perfect such rights for Remspec. Reservation of title is for security purposes only and shall not effect any provision made elsewhere regarding the risk of loss.

CONTRACT
Unless otherwise agreed in writing by a signed document in the English language containing the signatures of a designated officer of both parties the offer in the quotation offered by Remspec, signed by designated Remspec person, and on Remspec letterhead delivered by any means in hard copy or electronically shall constitute the entire offer by Remspec and shall be final, specifically it shall not be modified in any way such as by standard clauses in the customers purchase order or elsewhere. The Purchaser shall not assign the order or any rights thereunder without written consent of Remspec.

TAXES
The amount of any present or future sales or similar taxes, and import or export duties and tariffs, applicable to the equipment sold, (a) if payable in the U.S. , shall be added to the above price and shall be paid by the Purchaser in the same manner and with the same effect as if originally added thereto, (b) if payable in any other juristiction, shall be payable by the Purchaser when and as incurred. In either case the Purchaser may, in lieu of payment, furnish Remspec with a tax exemption certificate or tax ID number acceptable to the relevant taxing authorities.

PAYMENT
If the Purchaser does not pay the full amount due the seller in accordance with the terms and conditions of sale, Purchaser agrees to pay seller all costs and expenses for collection of any amount unpaid, including attorney's fees.

CANCELLATION
Undelivered parts of any order may be canceled by the Purchaser only with the written approval of Remspec. If the Purchaser makes an assignment for the benefit of creditors, or in the event that Remspec for any reason feels insecure about the Purchaser's willingness or ability to perform, Remspec shall have the unconditional right to cancel this sales transaction or demand full or partial payment in advance. In the event of any cancellation of this order by either party, the Purchaser shall pay to Remspec the reasonable costs and expenses (including engineering expenses and all commitments to its suppliers and subcontractors) incurred by Remspec prior to receipt of notice of such cancellations, plus Remspec's usual rate of profit for similar work. The minimum cancellation charge shall be 15% of the contract price


OBLIGATIONS UNDER US EXPORT CONTROL LAWS
(1) The product(s), related technical data and/or software will not be re-sold or transferred to any: *U.S.-sanctioned or embargoed person, entity or country, or other country having special controls, which currently includes Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, and such other countries as may be designated from time to time by the U.S. Department of Commerce or U.S. Department of Treasury; *Military end-user, or for any military end-use, in Belarus, Burma, Cuba, Peoples Republic of China, Democratic Republic of Congo, Cote d'lvoire, Haiti, Iran, Iraq, Lebanon, Liberia, North Korea, Rwanda, Sierra Leone, Somalia, Sudan, Syria, Vietnam, Zimbabwe, Venezuela or Sri Lanka; or *Person, entity, organization or other party identified on the State Department's list of "Debarred Parties" and "Proliferation Lists;" the Commerce Department's list of "Denied Persons " the "Unverified List" and the "Entity List," and the Treasury Department's list of "Specially Designated Nationals and Blocked Persons." These lists are available at:
http://export.gov/ecr/eg_main_023148.asp

(2) The product(s), related technical data and/or software will not be used in any chemical, biological or nuclear weapon, missiles or activities related to such weapons or missile delivery systems.

These Terms shall be governed by the laws of the Commonwealth of Massachusetts without regard to the choice of law provisions.

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