Engineered = Solutions Standard Terms and Conditions of Sale

Engineered=20 Solutions Terms & Conditions of Sale

This agreement is between Engineered Outsource = Solutions=20 (DBA =96 Engineered Solutions) and =93Buyer=94. =20 The terms in this agreement supersede and prevail over terms on = all=20 previous Quotes, Purchase Orders or Acknowledgments between Engineered = Solutions=20 and Buyer. Changes to = this=20 agreement must be made in writing and must be signed by an appropriate=20 individual at each company. =20 Cancellation of any section or subsection of this agreement will = not=20 cancel the agreement as a whole.

Purchase=20 Orders and Releases

All orders placed by Buyer and accepted by = Engineered=20 Solutions are to be considered firm orders which are non-cancelable and=20 non-returnable. Engineered Solutions is authorized to manufacture, ship = and=20 invoice product quantities based on the scheduled delivery dates. Engineered Solutions is = authorized to=20 procure materials to support the production of these product quantities = and=20 their delivery dates, and Buyer is responsible for the value of the = material=20 purchased. Buyer is not = responsible=20 for the value of any materials purchased in anticipation of an order = unless=20 Buyer authorizes such purchases in writing.

Rescheduling=20 of Delivery

Acceleration=20 of Delivery: When requested = by Buyer,=20 Engineered Solutions will make every effort to expedite delivery. Acceleration of delivery = schedules may=20 result in expedite charges. = Buyer=20 must place a separate purchase order and or line item for any expedite = charges=20 before any rescheduling is done.

Delivery=20 Delays: The initial delivery = dates may=20 be delayed only upon written agreement of Engineered Solutions and = Buyer. If Engineered Solutions does = not agree=20 to a delay, Engineered Solutions may continue production on = work-in-progress,=20 and invoice the Buyer for the full purchase order price upon completion = or upon=20 the initial delivery date, which ever is the latter. Any delivery delay = of=20 ninety (90) days or more from the initial delivery date is to be = considered a=20 cancellation.

Buyer=92s=20 Liability for Inventory

Buyer is liable for all material that becomes=20 surplus/excess as a result of design changes or cancellations. Surplus/excess is defined as = quantity on=20 hand plus quantity on order. Engineered Solutions will make every effort = to=20 minimize surplus/excess inventory, but reserves the right to invoice = Buyer for=20 all such inventory that can not be cancelled or returned within sixty = (60)=20 days. Buyer further = agrees to=20 reimburse Engineered Solutions for any and all fees associated with=20 cancellation/return of surplus/excess inventory to the supplier. Upon = payment,=20 surplus/excess inventories will be shipped freight collect to Buyer or = otherwise=20 disposed of at the direction of the Buyer.

Engineering

Engineering services are available on an = agreed upon=20 rate per hour. All = billable work=20 must be authorized by a separate purchase order and are deemed taxable = under=20 California tax=20 code.

Warranty

Engineered Solutions warrants that all = products sold by=20 it shall be free from defects in material and workmanship. Engineered Solutions further = warrants=20 that all products sold will conform to specifications, drawings and = descriptions=20 provided by Buyer which are applicable thereto at the time of = shipment. No other warranty, expressed = or implied=20 (either in fact or by operation of law, including any implied warranty = of=20 merchantability or of fitness for a particular use), is made or given by = Engineered Solutions or any other representatives of Engineered = Solutions, which=20 are inconsistent herewith, shall not be binding upon Engineered = Solutions. Engineered Solutions=92 = warranty shall not=20 apply to products that have been altered or subjected to misuse, = improper=20 installation or maintenance, negligence or accident, or damage by = excessive=20 electrical current or pressurization. =20 Any warranty made herein shall expire as to any product sold by=20 Engineered Solutions 180 days after the date = of=20 shipment from Engineered Solutions=92 manufacturing=20 location.

Notification=20 of and correction of discrepancies

In the event that any product sold is = discovered to be=20 defective within the warranty period, Buyer shall give notice and = satisfactory=20 proof to Engineered Solutions of such defect immediately after = discovery. Engineered Solutions=92 = obligations, with=20 respect to any defective product, may at Engineered Solutions=92 = discretion,=20 include replacing such product and delivering the replacement to Buyer = F.O.B.=20 point of manufacture, or adjusting / repairing the defective product at = the=20 Buyer=92s location. If = replacement is=20 made the defective unit must be returned to Engineered Solution within = thirty=20 (30) days after shipment of the replacement. If defective product is not = returned=20 within thirty (30) days, Engineered Solutions may invoice for the = replacement=20 unit and Buyer shall pay for the defective and the replacement = units. Buyer must obtain a return = material=20 authorization (RMA) prior to returning product and must reference the = RMA# on=20 the return itself. Buyer = is=20 responsible for decontaminating any product returned and must certify = that the=20 returned product does not contain any hazardous = materials.

Limitations=20 to Liability

Buyer hereby waives any other rights, which it = may have,=20 whether by operation of law or otherwise, with respect to any defective=20 products, including the right to store defective products at Engineered=20 Solutions=92 expense. In = no event=20 shall the liability of Engineered Solutions, whether for breach of = warranty or=20 otherwise, for supplying any defective product, or failing to supply any = product, exceed the price of the product. =20 Engineered Solutions shall not be liable to Buyer for any claim = for=20 incidental and/or consequential damages of any kind or for any cause=20 whatsoever.

Payments

Payment will be made net thirty = (30) days=20 from date of invoice (shipment from Engineered Solutions=92 = manufacturing=20 location).

Delivery

FOB - point of origin: Buyer is responsible = for freight=20 and assumes risk of loss, damage or destruction to goods in=20 transit.

Shortages

All claims for shortages must be made within = ten (10)=20 days after receipt of the goods.

Taxes

Any sales, use, excise, or similar tax imposed = by any=20 taxing authority upon the sale of product shall be added to the sales = price. Any=20 tax later imposed due to increase in rate or as the result of additional = tax not=20 in force at the time of shipment shall be the responsibility of the = Buyer. Buyer is responsible for any = tax due but=20 not invoiced and collected by Engineered = Solutions.

Legal=20 Fees

In the event that Buyer defaults on any = payment to=20 Engineered Solutions, Buyer agrees to pay reasonable attorneys=92 fees = and court=20 costs incurred by Engineered Solutions to enforce payment=20 thereof.

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Force=20 Majeure

Neither party shall be liable to the other = party for any=20 failure or delay in performance of its obligations hereunder caused by=20 unavailability of products, labor disputes, shortage of labor or = materials,=20 terrorist actions, flood, fire, civil disorder, delays in = transportation,=20 government restrictions and regulations, epidemic or quarantine = restrictions,=20 acts of God or any other similar or dissimilar consequences beyond its=20 reasonable control. Each = party=20 shall give prompt notification to the other party of the specific = event(s)=20 constituting force Majeure and shall use its best efforts to minimize = the=20 adverse consequences of such, and resume performance of its obligations=20 hereunder immediately following cessation of the event(s) in question.=20