TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE. This Acceptance is expressly made conditional on purchaser's assent to the following terms and conditions which may be additional to or different from the terms stated on purchaser's Purchase Order.
2. PRICES. Unless otherwise previously agreed upon in writing, the prices at which we invoice will be those in effect at the time of shipment.
3. TAXES. Prices do not include Federal, State or local taxes, now or hereafter enacted, applicable to the goods sold, which tax or taxes will be added by seller to the sales price where seller has legal obligation to collect same, and will be paid by buyer unless buyer provides seller with the sales tax exemption certificate.
4. DELIVERY. The goods shall be delivered when ordered by buyer on reasonable notice to seller, F.O.B. seller's plant, and title thereto and liability for loss and damage in transit or thereafter shall pass to buyer upon seller's delivery of goods to a common carrier for shipment to buyer. Claims for damages in transit must be asserted against the carrier. Within ten (10) days after receipt of shipment, buyer must report any shortage or damage not due to the carrier, otherwise claims for such shortage or damage will be deemed waived. Shipping dates are contingent upon prompt receipt by seller of all applicable customer specifications and customer furnished material. Seller reserves the right to make delivery in installments and the contract shall be severable as to each such installment. Delay in delivery or other default in any installment shall not relieve buyer of its obligation to accept and pay for remaining deliveries. All claims for delay in delivery shall be deemed waived unless presented to seller in writing within thirty (30) days after delivery of each shipment.
5. LIABILITY. In no event shall seller be liable for increased manufacturing costs, loss of profits or good will or any special, indirect, incidental or consequential damages.
6. CONTINGENCIES. Seller shall not be responsible for any failure to perform due to causes beyond its control. These causes shall include, but not be restricted to, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war or rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, labor shortages, transportation embargoes, or failure or delays in transportation and inability to secure raw materials or failure of machinery for the manufacture of its devices, acts of God, acts of Federal government or any agency thereof, acts of any state or local government or agency thereof, and judicial action, all whether foreseen or unforeseen. Similar causes shall excuse buyer for failure to take goods ordered by buyer, other than those already in transit or specially fabricated and not readily salable to other buyers.
7. LIMITATION OF WARRANTIES AND CLAIMS. Seller warrants to the original purchaser that the goods sold hereunder shall be free from defects in workmanship and material under normal use and service (except in those cases where the materials are supplied by the buyer) for a period of one year from the date of shipment. The liability of seller under this warranty is limited to replacing, repairing or issuing credit (at cost, F.O.B. factory and at seller's discretion) for any part or parts which are returned by buyer during such period provided that (a) seller is notified in writing within ten (10) days following discovery of such defects by buyer , or within ten (10) days after such defects should reasonably have been discovered, whichever is less, (b) the defective unit is returned to seller, transportation charges prepaid by buyer, (c) payment in full has been received by seller for said products, and (d) seller's examination of such unit shall disclose to its satisfaction that such defects have not been caused by misuse, neglect, improper installation, repair, alteration, act of God, or accident. No warranty made hereunder shall extend to any seller's product whose serial number is altered, effaced or removed. Seller makes no warranty, express or implied with respect to the design or operation of an entire system, in which seller's goods sold hereunder are mere components.
8. CHANGES: Buyer's order, after acceptance by seller, shall not be subject to cancellation, change, or reduction in amount nor to any suspension by buyer of deliveries without seller's prior written consent.
9. NONWAIVER OF DEFAULT. Each shipment made under any order shall be treated as a separate transaction, but in the event of any default by buyer, seller may decline to make further shipments without in any way affecting its rights under such order. If, despite any default by buyer, seller elects to continue to make shipments, its actions shall not constitute a waiver of any default by buyer or in any way affect seller's legal remedy for such default.
10. LAW. The validity, performance and construction of these terms and conditions on any sale made hereunder shall be governed by the laws of the State of Idaho, and the parties shall submit to the jurisdiction of the courts located in the State of Idaho.
11. MODIFICATION OF STANDARD TERMS AND CONDITIONS. No addition to or modification of any of the provisions upon the face or reverse of this form shall be binding upon seller, unless made in writing and signed by a duly authorized employee of seller.
12. INTEGRATION. Any contract formed hereunder shall constitute the complete and final agreement between the parties. No promises, terms, conditions, or obligations, other than those contained in any contract formed hereunder, shall be binding upon seller; and such contract shall supersede all previous communications, purchase orders, representations, or agreements; either verbal or written, between the parties hereto or their respective agents.