MARSH BELLOFRAM, AUTOMATIC TIMING & CONTROLS, DIVERSIFIED ELECTRONICS DIGITEC, THERMO-COUPLE PRODUCTS, BELGAS (Hereinafter referred to as The Company)

I. GENERAL
A.    Customer purchase orders are binding only after written acceptance by The Company. Verbal orders shall not be accepted as binding until confirmed in writing by The Company.
B.    Prices are effective from date of publication and are subject to change without notice.
C.    The Company reserves the right, without prior notice to:
1.    Change and/or revoke any price.
2.    Change and /or revoke any provisions contained herein.
3.    Discontinue shipments to any customers.
4.    Resolve any inconsistencies, conflicts or ambiguities.
D. Special production runs or product orders are subject to The Company’s requirements such as, but not limited to, minimum quantities and extended delivery times. On special production run products, The Company reserves the right to over ship or under ship the purchase order quantity by up to 5% and invoice accordingly. Special orders are subject to cancellation charges.
E.    Minimum billing: $100 net per order.
II. PAYMENT TERMS
A.    For customer with established credit terms: Net 30 days from shipment date.
B.    If credit is not established, payment plus estimated freight charges shall accompany order or arrangements shall be made for collect on delivery (C.O.D.)
C.    The Company reserves the right to revoke any credit extended to a customer if the customer fails to pay for any shipments when due. If in The Company’s opinion there is a material adverse chance in customer’s financial condition, The Company shall have the right to suspend further shipments until receipt of adequate assurance of customer’s ability to pay therefore.
D.    All shipments are F.O.B. Plant of Manufacture.
E.    The shipment is deemed accepted in good condition by the common carrier and title and all risk of loss or damage is transferred to customer upon that acceptance by the carrier. The customer is responsible for inspection the merchandise upon receipt. The customer shall insist that visible damage be noted on its copy of the freight bill. If the product has been lost or damaged in transit, the customer must file the claim with the carrier, as The Company bears no responsibility for any such loss or damage.
F.    All freight, handling and insurance charges shall be invoiced to the customer or shipped freight collect.
G.    All shipments are made by carriers of The Company’s choice. Any special arrangements requested by customer shall be at customer’s additional expense.
H.    Any quantity shortages, incorrect items, or billing errors shall be reported in writing to The Company within 15 days of delivery. Sales order and invoice numbers are to be furnished on all claims.
I.    The Company reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve customer of his obligation to accept remaining deliveries.
J.    The Company shall not be liable for failure to deliver or delay in delivery occasioned by causes beyond The Company’s control, including without limitation, lockouts, fires, embargoes, war or other breakouts of hostilities, act of inability to obtain shipping space, machinery breakdowns, delays of suppliers, and domestic or foreign governmental acts or regulations. In the event of any delay in delivery due to such causes, unless otherwise agreed, time of delivery shall be deemed extended for a period of sixty (60) days. Customer shall extend the letter of credit if payment is to be made by letter of credit. If delivery is not made within such extended sixty (60) day period, contract shall be deemed cancelled without liability to either party.
III. CANCELED ORDERS
ORDER CANCELLATIONS CAN ONLY BE ACCEPTED BY WRITTEN REQUEST via FAX or MAIL.
All order cancellations result in a cancellation fee of at least 25% of the appropriate invoice of the finished item. Additional cancellation fees are:
1.    Catalog Stock Items if cancelled less than 1 week before ship date, 25% cancellation fee.
2.    Catalog Non-Stock Items if cancelled less than 30 days before ship date, full price.
3.    Customer Specials if cancelled at any time, full price.
IV. LIMITED WARRANTY
A.    Bellofram Precision Controls products are warranted to the first direct purchaser its products against defective material and workmanship for a period of eighteen (18) months from the date of purchase. The Company will either repair, replace or refund the purchase price, at its option, if the product proves to be defective provided the purchaser notified The Company of the alleged defect within a reasonable time of its discovery and returns the products to The Company for evaluation, free of any liens and encumbrances. The purchaser shall return the alleged defective products and address notification of alleged defects to either of the addresses shown below.