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	1/12/2004
	What are NEOPERL's terms and conditions of Sale
	TERMS AND CONDITIONS OF SALE 1. ACCEPTANCE. The foregoing Acknowledgement/Acceptance of Order (or any quotation) is given by Neoperl, Inc. (“Seller”) subject to the conditions of the face hereof, and the following terms and conditions. Purchase orders are not binding until accepted by Seller at Waterbury, Connecticut, U.S.A. Commercial terms are subject to INCOTERMS 1990. 2. PRICES. Prices quoted are exclusive of (a) all excise and similar taxes, including, without limitation, taxes on manufacture, sales and receipts, and (b) all costs of transportation, packaging, insurance and other costs, including export and import duties. All such taxes and costs will be added to the invoice as a separate charge and paid by Buyer. Prices are based on current costs and therefore subject to change without notice to account for changes in the cost of materials and other direct costs beyond Seller's control. 3. QUANTITY. Seller may complete the order with a ten percent (10%) over-run or under-run on the actual amount ordered unless otherwise mutually agreed in writing, and Buyer will pay for the actual quantity delivered. 4. SHIPMENT & RISK. All orders are freight and insurance prepaid by Buyer, Free Carrier Manufacturers Factory, Connecticut, U.S.A. Method and route of shipment are at Seller's discretion, unless Buyer supplies explicit instructions. All shipments are incurred at Buyer's expense and made at the Buyer's risk. Identification of the goods to the contract shall occur, and title shall pass, upon receipt of the shipment by carrier. Seller reserves the right to deliver goods in installments. Shipments made thirty (30) days after specified date of delivery, if date is so specified, shall constitute good delivery. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered goods. 5. DELAYS. Seller will not be liable for any delay in the performance of this contract, or in the delivery or shipment of goods, or for any damages suffered by Buyer by reason of such delay, when such delay is directly or indirectly caused by, or in any manner arises from, fires, floods, accidents, riots, acts of God, war or insurrection, governmental interference or embargoes (whether by priorities rationing or otherwise), strikes, labor difficulties, shortages of labor, fuel, power, materials or supplies, transportation delays or any other cause (whether or not similar to any of the foregoing) beyond Seller's control. Seller shall have the additional right if any of the above mentioned contingencies occur, at Seller's option, to cancel in whole or in part, this contract without any resulting liability and to allocate production and deliveries among customers. 6. ENGINEERING. The piece price quoted to Buyer above is exclusive of all engineering charges. The Buyer shall pay all engineering charges covering the cost of design, manufacture and development of tools, fixtures, dies, gauges and samples which are required to fill Buyer's particular order ("tooling"). All tooling remains Seller's sole property and Buyer shall obtain no interest in such tooling. There will be no further charges to Buyer, however, for maintenance of the tooling until it must be replaced. If at any time (a) a period of two years has elapsed since the receipt of any order from Buyer requiring the use of the tooling, (b) Buyer is liquidated or goes out of business, or (c) proceedings under bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors' rights against Buyer are commenced, then Seller may make any use or disposition of the tooling and any drawings and models as it desires, without any accounting to Buyer, Buyer's successors or assigns for said use or disposition, or the proceeds thereof. 7. TERMS OF PAYMENT & INTEREST. Terms of payment are net cash thirty (30) days, unless otherwise specified on the face of this quotation. All payments shall be made in U.S. dollars. For export shipments, Seller reserves the right to require payment pursuant to irrevocable letter of credit issued prior to manufacture of any products by a financial institution acceptable to Seller or by documentary draft specified on the front of Seller's quotation or acceptance. Seller may also elect to obtain credit risk insurance, in which event the premium will be added to the price. Any payment terms specified on the front of this quotation supersede any inconsistent part of this section. Seller reserves the right to impose a monthly service charge at the rate of one and one-half percent (1 1/2%) on invoices unpaid after thirty (30) days. 8. RAW MATERIALS. Seller reserves the right to select sources of supply for raw materials. Seller does not guarantee the compatibility or performance of raw materials with any specific customers' product. Any contract is subject to Seller's ability to obtain the necessary raw materials. 9. SAMPLES. Seller will submit samples for Buyer's approval only if Buyer so requests. However, Buyer agrees that Seller shall commence production as soon as its machines have been set to Buyer's specifications, regardless of whether approval of samples has been received from Buyer. Seller's sole responsibility for goods manufactured prior to receipt of Buyer's approval of samples shall be to produce goods conforming to the specifications required by this contract. If, after inspecting the samples, Buyer requests any changes in specifications, then such changes shall be made solely at Buyer's expense, and Buyer shall accept and pay for any goods manufactured to the original contract specifications prior to such change. 10. TOLERANCES. All dimensions shall be limited to specified tolerances. Unless otherwise specified by Buyer, the goods shall be manufactured to commercial tolerances applicable in the United States for the particular category of goods. Samples shall be considered as having fractional dimensions, unless otherwise specified. Buyer agrees that concentricity is not a dimension but, rather, is a relation that one dimension bears to another and that concentricity must be specified separately from dimensions. If a concentricity limit is specified it shall mean the actual eccentricity allowable between two dimensions and that the actual eccentricity is one-half of the value registered by a dial reading. When concentricity is not specified, the goods shall be manufactured in the most economical manner without regard to concentricity. 11. FINISHES. Normal cut-off teats or burrs, cut-off burrs in holes or any burrs or flags from trimming or slotting operations are assumed acceptable unless stated in our quotation, as are normal machine finishes - unplated without secondary processing or handling. 12. THREADS. Buyer shall specify the standard to which any threads shall conform. If no standard is specified, then the provisions of United States National Bureau of Standards, Handbook H28, shall apply. 13. LIMITED WARRANTY. SELLER GIVES NO WARRANTY AS TO MERCHANTABILITY OR AS TO FITNESS FOR ANY PURPOSE. The sole and exclusive warranty provided herein is that the goods sold are warranted to be free from defects in material or workmanship as established by Seller's standards of acceptable quality. This express warranty is in lieu of all other warranties, express or implied. Buyer's remedy under this warranty is to have its account credited with the invoice amount, or at Seller's sole option to have any goods which contain manufacturing defects at variance with Seller's specifications replaced or repaired, provided the specific defect is reported to Seller within sixty (60) days after the date of initial shipment. Every such claim under this warranty shall be deemed waived by Buyer unless it is made in writing within said sixty (60) day period. Defective goods may be returned to Seller only after Seller's inspection and then only upon receipt of definite instructions for said return received from Seller. Any goods returned without Seller's advance written instructions will not be received for replacement, repair or credit. 14. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOSSES OR EXPENSES ARISING FROM THIS CONTRACT OR ITS PERFORMANCE OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THE GOODS FOR ANY PURPOSE WHATSOEVER OR FOR INJURY TO PERSON OR DAMAGE TO OR LOSS OF PROPERTY OR VALUE CAUSED BY ANY OF THE GOODS. 15. INTELLECTUAL PROPERTY RIGHTS. Buyer assumes all patent, copyright, and trademark liability, except for Seller's stock items and for any other goods to the extent that the claims of Seller's own patents and copyrights read on a feature thereof. Without limiting the meaning of the foregoing, Buyer shall indemnify and save Seller harmless from and against any loss, cost, claim, expense, or liability for infringement of any letters patent, trademarks or copyrights or otherwise, resulting from or arising in connection with Buyer's printed matter, design, shape, specifications or the sale or use of any item covered by this contract, or Seller's compliance with Buyer's instructions. Buyer shall promptly pay or secure any judgment or recovery which may be obtained against Seller with respect to any claim covered by the foregoing, and will pay Seller reasonable costs and expenses incurred in evaluating, defending and settling such claim in any judicial or administrative proceeding or in any negotiations prior thereto. Buyer shall notify the Seller in writing of any claim, demand or suit against Buyer brought on the ground that use or resale by Buyer, or by anyone purchasing from Buyer, of the goods hereby ordered infringes any patent, trademark, copyright, tradename, license or other proprietary right of other parties. The Seller shall, at its option, have the right to take control of and defend such claim, demand or suit at Buyer's expense, to approve counsel and to hire its own counsel at Buyer's expense to participate in such negotiation or litigation. 16. CONFIDENTIALITY. Any designs, sketches, engineering drawings, proofs, etc. originated by Seller are submitted in confidence and will not be disclosed by Buyer to any third party. Unless otherwise agreed in writing, such items and all copyrights or patents protecting them are owned by Seller. 17. CANCELLATION. Orders accepted by Seller are not subject to cancellation by Buyer, except with Seller's written consent and upon terms which compensate Seller for any loss or damage arising out of said cancellation. If it appears to the Seller, upon the happening of any of the following events, that Buyer will be unable to meet its payment obligations under the contract, the Seller may, at its option, cancel the contract, demand cash payments, or obtain adequate assurances from the Buyer that such timely payment will be made: (a) the filing of any voluntary or involuntary petition in bankruptcy or for reorganization or arrangement under any statute protecting creditors rights, (b) Buyer's insolvency or inability to meet obligations as they become due, (c) institution of legal proceedings against Buyer by creditors or Stockholders, (d) appointment of a receiver for Buyer, (e) the doing or permitting by Buyer of any act which would or apparently would render Buyer unable to perform this contract. 18. MODIFICATION. Modifications, additions, cancellations or suspensions of any order resulting from Seller's quotation, or any acceptance of a purchase order, shall not be effective or binding upon Seller unless evidenced in writing on the face of the order or in a separate writing, signed by an authorized manager of both the Buyer and the Seller, expressly stating the terms modified and the nature of the modification. 19. GOVERNING LAW. Any contract resulting from Seller's quotation, or acceptance of a purchase order, and all obligations of the parties thereto, shall be construed in accordance with, and all disputes governed by, the laws of the State of Connecticut, U.S.A. (without reference to its conflicts of laws rules), including provisions of the Uniform Commercial Code as adopted by the State of Connecticut. The parties expressly reject the applicability to any such contract of the United Nations Convention on Contracts for the International Sale of Goods. Buyer submits to the exclusive jurisdiction of the courts, both State and Federal, located in the State of Connecticut, U.S.A. in the event of any proceedings therein in connection herewith. 20. LIMITATION OF ACTIONS. No action regardless of form arising out of any contract with the Buyer may be commenced more than one (1) year after the cause of action has accrued except an action for nonpayment. Buyer shall reimburse Seller for any attorney's fees and other legal expenses incurred in enforcing or defending its rights under any contract arising from its quotation or an acceptance of purchase order. 21. EXPORT COMPLIANCE. Seller's quotation or acceptance is contingent upon any order received in response thereto qualifying for shipment of products under a General License G DEST (or other General License) under the Export Administration Regulations (hereinafter "EAR") adopted by the United States Department of Commerce, and that such products are not intended for, and will not be utilized for, shipment to Libya, Cuba or North Korea, or other embargoed country, as prohibited by 31 CFR Chapter 5 of regulations adopted by the United States Treasury Department and 15 CFR Chapter 7 of the EAR. In the event that Buyer places an order in response to Seller's quotation and Seller knows or has reason to know that the products ordered are to be shipped to Libya, Cuba or North Korea, or other embargoed country, then Seller has the right to cancel the order without penalty. Nothing contained in Buyer's purchase order shall cancel, modify or supercede these foregoing provisions. Any attempt to do so shall be null and void or, in the alternative, shall negate any contract between the parties so that Buyer's order, or Seller's acceptance, shall not result in a contract enforceable against Seller. Any purchase order directed to Seller for any products quoted to Buyer must contain the statement: "REPRESENTATIONS AND AGREEMENTS OF COMPLIANCE WITH U.S. EXPORT LAWS AND REGULATIONS ACCEPTED." Failure to include such phrase will result in rejection of purchase order. 22. FEDERAL CONTRACTS OR SUBCONTRACTS. If this acceptance results in a contract with the United States Government or any agency thereof or which is a federal government subcontract, then such provisions as are expressly required by federal laws or regulations applicable hereto will be included as part of such contract and any certification as to any state of facts which applicable federal laws or regulations require Seller to give in such contract are hereby given. Seller makes no other representations as to compliance with any other federal or state laws or regulations. 23. ARMED SERVICES PROCUREMENT. If this acceptance results in a contract which is a United States defense contract or subcontract, then those specific clauses contained in the Armed Services Procurement Regulations ("ASPR") which such regulations require to be included in such contracts, will apply thereto. All other ASPR clauses shall be excluded from said contract.