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Offer to sell
The Terms of Sale in this quotation constitutes an offer by Seller to sell goods at prices and lead times specified. No terms stated by Buyer in its purchase order or in any other form shall be binding; and, Buyer is hereby notified of Seller’s objection to and rejection of any additional or different terms in Buyer’s purchase order or other forms. If this quotation is construed as an acceptance of an offer, this acceptance is expressly conditioned upon the offerer’s assent to any different or conditional terms contained in this quotation.

Relationship of the Parties
No partnership, joint venture or agency relationship is created hereby. Each party is an independent contractor and not under the control or supervision of the other. If the Buyer enters into any third party agreement in connection with this sale, it does so as principal and will be solely liable for the performance of all obligations under such third party agreements.

Payment Terms
Upon credit approval, payment terms will be net thirty (30) days.

Delivery and Risk of Loss
Buyer takes ownership of products as it leaves Seller’s shipping dock in Hopkinton, MA. Unless the Buyer specifies shipping instructions, shipment and delivery will be made by the carrier and in the manner designated by the seller. Seller shall not be liable for delays or defaults in deliveries due to causes beyond Seller control and without its fault or negligence. In all cases, Buyer assumes risk of loss or of damage to goods in transit and it shall be Buyers responsibility to file claims with the carrier. If the Buyer desires insurance of valuation greater than the minimum on the shipment, he shall so notify the Seller in writing ten (10) days prior to the scheduled shipment and the same shall be an additional cost to the Buyer. If no such notice is received, shipment shall be made without insurance except where shipment is subject to released valuation ratings, in which case shipment will be made at the lowest rating. All freight charges, insurance, duties, taxes, customs and other fees will be the responsibility of the Buyer.

Permits
Prior to delivery, all permits, licenses or authorizations necessary for the use of the goods will be obtained by the Buyer at its sole cost and expense.

Acceptance of Goods
Buyer shall inspect the goods delivered hereunder immediately upon their arrival and shall within five (5) days of their arrival give written notice to Seller of any claim that the goods do not conform with the terms of the contract. If Buyer shall fail to give such notice, the goods shall be deemed to conform, and Buyer shall be bound to accept, and pay for the goods in accordance with the terms of the contract. Buyer expressly waives any rights he may have to revoke.

Warranty and Claim Procedures
Seller warrants all goods delivered hereunder to meet Seller's product specifications and to be free from defects for a period of one year after delivery to Buyer. If any such goods fail to meet the foregoing, Seller will correct any such failure by repair or replacement of any defective part conditioned upon receipt by Seller of written notice of any alleged defect promptly after discovery with the warranty period. No goods will be returned to Seller without Seller's prior written authorization. Final determination as to whether a good is actually defective rests with Seller. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY COVER OR SET-OFF NOR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUES, LOST DATA, LOST PROFITS, SUFFERED BY PURCHASER OR ANY OF ITS SUPPLIERS OR CUSTOMERS OR OTHER ENTITIES WITH WHICH IT DOES BUSINESS EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER'S AGGREGATE LIABILITY FOR DAMAGES, COSTS AND EXPENSES SHALL NOT EXCEED THE PURCHASE PRICE RECEIVED BY SELLER UNDER THIS AGREEMENT.

Cancellation and Return Policy; 45-day "NC/NR window"
All of seller’s products are custom-designed for each Buyer. As such, once an order or line item becomes scheduled for delivery in less than 45 Business days, the product to be delivered will be inside of a 45-day non-cancelable and not-returnable (“NC/NR”) window, Buyer may not cancel, delay acceptance of, or return the order. Buyer shall be responsible for the full purchase price of any product that is in production, completed, or in transit.

Force Majeure
Seller shall not be responsible for any delay in shipment due directly or indirectly to force majeure, such as fires, floods, earth-quakes, strikes, lockouts, wars, riots, civil commotion, acts of God and to an other cause beyond the control of the Seller. If completion or delivery of the goods is delayed due to the fault of the Buyer, Buyer will be charged with all costs which Seller incurs as a result of the delay and a reasonable profit on all such costs. In, addition, the Buyer shall make any payments at such times that they would have become due had the Buyer not caused the delay in performance or delivery.

Firm Offer
Unless otherwise stipulated, all firms’ offers shall be valid for 30 business days from the time dispatched, but shall be subject to prior sale for deliveries to be made from stock. Except in cases where firm offers are accepted, no orders shall be binding until acceptance is confirmed by Seller. All orders shall be confirmed in writing.

Sales and Other Taxes
Seller’s prices do not include sales, use, excise personal property or similar taxes. Consequently, in addition to the process specified herein, the amount of any present or future sales, use, excise, personal property or other similar tax applicable to the sale of the equipment hereunder shall be paid by the Buyer, or in lieu thereof, the Buyer shall provide Seller with a tax-exemption certificate acceptable to the taxing authorities.

Governing Law
This Agreement shall be governed, construed, and enforced under an in accordance with the laws of the State of Massachusetts without giving effect to conflict of laws rules. The courts of the State of Massachusetts, to the personal jurisdiction of which each party voluntarily submits, shall have exclusive jurisdiction over any dispute arising out of the construction, interpretation, or enforcement of this agreement.