Standard Terms of Sale
Ashcroft Inc.
250 East Main Street
Stratford, CT USA 06614

Page 1 of 2, August 2023

1. GENERAL
A. Seller’s prices are based on the following sales terms(the “Terms”): (i) this document, together with any
additional writings signed by Seller, represents a final,
complete and exclusive statement of the agreement
between the parties (the “Agreement”) and may not be
modified, supplemented, explained or waived by parole
evidence, Buyer’s purchase order, a course of dealing,
Seller’s performance or delivery, or in any other wayexcept in writing signed by an authorized representativeof Seller; (ii) these Terms are intended to cover all activityof Seller and Buyer hereunder including sales and useof products, parts and work and all related matters(references to products include parts and references towork include construction, installation and start-up). Anyreferences by Seller to Buyer’s specifications and similar
requirements are only to describe the products and work
covered hereby and no warranties or other terms thereinshall have any force or effect. Catalogs, circulars andsimilar pamphlets of the Seller are issued for general
information purposes only and shall not be deemed tomodify the provisions hereof.
B. The Agreement formed hereby, and the language hereinshall be construed and enforced under the Uniform
Commercial Code as in effect in the State of Connecticut(Stratford, Connecticut being the home office location ofAshcroft Inc.) on the date hereof.
2. TAXES
Any sales, use or other similar type taxes imposed on
this sale or on this transaction are not included in theprice. Such taxes shall be billed separately to the Buyer.
Seller will accept a valid exemption certificate from theBuyer if applicable; however, if an exemption certificate
previously accepted is not recognized by the governmental
taxing authority involved and the seller is required to pay
the tax covered by such exemption certificate, Buyer
agrees to promptly reimburse Seller for the taxes paid.
3. PERFORMANCE, INSPECTION AND
ACCEPTANCE
A. Unless Seller specifically assumes installation,
construction or start-up responsibility, all products
shall be finally inspected and accepted within twenty(20) days after receipt at point of delivery. Products notcovered by the foregoing and all work shall be finallyinspected and accepted within twenty (20) days after
completion of the applicable work by Seller. All claims
whatsoever by Buyer (including claims for shortages)
excepting only those provided for under the WARRANTY
AND LIMITATION OF LIABILITY and PATENTS clauses
hereof must be asserted in writing by Buyer within
said twenty (20) day period or they are waived. If thiscontract involves partial performances, all such claims
must be asserted within said twenty (20) day periodfor each partial performance. There shall be no revocation of acceptance. Rejection may be only for defects
substantially impairing the value of products or works
and Buyer’s remedy for lesser defects shall be those
provided for under the WARRANTY AND LIMITATION OF
LIABILITY clause.
B. Seller shall not be responsible for nonperformance ordelay in performance occasioned by any causes beyond
Seller’s reasonable control, including, but not limited
to, labor difficulties, delays of vendors or carriers, fires,governmental actions, material shortages, pandemics,
Form 250-2593 06/09 Rev. 2/10; 5/10; 01/11; 08/23

quarantines, or other public health risks and/or responses thereto. Any delays so occasioned shall affect acorresponding extension of Seller’s performance dates
which are, in any event, understood to be approximate.
In no event shall Buyer be entitled to incidental or consequential damages for late performance or a failure toperform.
C. If Buyer wrongfully rejects or revokes acceptance of
items tendered under this Agreement or fails to makea payment due on or before delivery, or repudiates
this Agreement, Seller shall have a right to recover asdamages the price as stated herein. Under recovery ofthe price, the items involved shall become the propertyof the Buyer.
4. TITLE AND RISK OF LOSS
Full risk of loss (including transportation delays andlosses) shall pass to the Buyer upon delivery of products
to the f.o.b. point. However, Seller retains title, for security
purposes only, to all products until paid for in full in cash
and Seller may, at Seller’s option, reposses the same
upon Buyer’s default in payment hereunder, and charge
Buyer with any deficiency.
5. PAYMENT TERMS
Payment is due in accordance with the terms appearing on the invoice, including any undisputed charges.
Disputed charges are not due until satisfactorily resolved
between the parties. Any charges not paid within forty-five(45) days after receipt of invoice may, at Seller’s sole
discretion, bear interest at the rate of one and one-halfpercent (1.5%) per month or, if lower, the highest interest
rate allowable under applicable law, on any overduebalance until paid.
6. WARRANTY AND LIMITATION OF LIABILITY
A. Seller warrants that its products and parts, whenshipped, and its work (including installation, construction
and start-up), when performed, will meet all applicablespecifications and other specific product and workrequirements (including those of performance), if any, of
this Agreement, will be of good quality and will be freefrom defects in material and workmanship. All claims
under this warranty must be made in writing immediately upon discovery and, except as set forth in subparagraph B, below, within one (1) year from shipmentof the applicable item unless Seller specifically assumes
installation, construction or start-up responsibility. Allclaims when Seller specifically assumes installation,
construction or start-up responsibility must be made inwriting immediately upon discovery, and except as set
forth in subparagraph B, below, within one (1) year fromcompletion of the applicable work by Seller, provided,
however, all claims must be made in writing no later
than eighteen (18) months after shipment. Defective
items must be held for Seller’s inspection and returnedto the original f.o.b. point upon request.
B. A ll claims under this warranty with respect to pressuretransmitters (Models AXLdp, CXLdp, DXLdp, GXLdp,
IXLdp, RXLdp, XLdp) and the DM61 digital panel metermust be made in writing immediately upon discovery and, in any event, within three (3) years fromshipment of the applicable item. All claims under thiswarranty with respect to any of the following products
or parts: Duralife®, 8008S, 8009S pressure gauges,
1032/1036,1130/1140 Series differential gauges,Duratemp® thermometers, or CI, EI and EI Series
bimetal thermometers, must be made in writing immediately upon discovery and, in any event, within five(5) years of the date of manufacture of the applicable
item. All claims of pressure system leakage under thiswarranty with respect to Duragauge® pressure gauges,
including the 1279, 1379, 1377 and 2462 models, must
be made in writing immediately upon discovery and, inany event, within ten (10) years of the date of manufacture of the applicable item.Manufacture dates may befound on the socket wrench flat. The warranties contained in this Paragraph 6B shall cover Seller’s products
or parts only. Claims made with respect to Seller’s work
shall be governed by Paragraph 6A, above.
THE WARRANTIES CONTAINED IN PARAGRAPHS
6A AND 6B ARE EXPRESSLY IN LIEU OF ALL OTHERWARRANTIES WHATSOEVER EXPRESS, IMPLIED AND
STATUTORY INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
C. Upon Buyer’s submission of a claim as provided above
and its substantiation, Seller shall at its option either (i)repair or replace its product, part or work at the originalf.o.b. point of delivery or (ii) refund an equitable portionof the purchase price.
D. THE FOREGOING IS SELLER’S ONLY OBLIGATIONAND BUYER’S EXCLUSIVE REMEDY FOR BREACH OF
WARRANTY AND, EXCEPT FOR GROSS NEGLIGENCE,WILLFUL MISCONDUCT AND REMEDIES PERMITTEDUNDER THE PERFORMANCE, INSPECTION AND
ACCEPTANCE AND THE PATENTS CLAUSES HEREOF,THE FOREGOING IS BUYER’S EXCLUSIVE REMEDYAGAINST SELLER FOR ALL CLAIMS ARISING HEREUNDEROR RELATING HERETO WHETHER SUCH CLAIMS AREBASED ON BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE, AND STRICT LIABILITY) OR OTHERTHEORIES. BUYER’S FAILURE TO SUBMIT A CLAIM ASPROVIDED ABOVE SHALL SPECIFICALLY WAIVE ALLCLAIMS FOR DAMAGES OR OTHER RELIEF INCLUDINGBUT NOT LIMITED TO CLAIMS BASED ON LATENTDEFECTS. IN NO EVENT SHALL BUYER BE ENTITLED TO
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARYOR PUNITIVE DAMAGES, INCLUDING LOST PROFITS,ARISING OUT OF THIS AGREEMENT. ANY ACTION BY
BUYER ARISING HEREUNDER OR RELATING HERETO,WHETHER BASED ON BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR
OTHER THEORIES, MUST BE COMMENCED WITHIN ONE(1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR IT
SHALL BE BARRED.
Not withstanding anything contained in this Agreement
to the contrary, Seller shall have no liability to Buyer for,and Buyer shall protect, indemnify and hold harmless
Seller and its related parent, subsidiary and affiliatedcompanies and successors and assigns, and each of
their respective officers, directors and employees(together “Representatives”) from and against, any
and all damages, losses, claims, liabilities, costs andexpenses (including, but not limited to, court costs andattorneys’ fees, settlements, judgments, punitive andexemplary damages, economic loss, loss of profits, finesand penalties) (the foregoing hereinafter referred to as“Losses”) arising out of or resulting from Buyer’s(or any person acquiring products from or through Buyer)

Standard Terms of Sale
Ashcroft Inc.
250 East Main Street
Stratford, CT USA 06614

Page 2 of 2, August 2023

breach of these Terms or negligent use, misuse, orfailure to install, use, operate or maintain, the products
in accordance with Seller’s advice, specifications or directions or reasonable industrial practices. Buyer furtheragrees to protect, indemnify and hold harmless Seller
and its Representatives from and against any Losses
unless such Losses are found by a tribunal having
jurisdiction and final authority to have been proximately
caused by the breach of Seller’s warranties set forthabove.
E. In the event certifications are required, certifications arebased on adherence to rigid fabrication, assembly andtest procedures during production at our manufacturing
facility and attest to the condition of the product at thetime for shipment. Any disassembly, modifications,testing, tampering or inadequate storage of products
covered by the certifications will void the certifications.
Should disassembly or resetting of this product be necessary, such work must be conducted in the presenceof, and under procedures approved by Seller in order tomaintain validity of the certifications.
7. INTELLECTUAL PROPERTY
Seller shall retain all right, title, and interest in and toany data, information, software programs, tools, specifications, templates, scripts, ideas, concepts, inventions,works of authorship, products, know-how, processes,techniques, and the like used or developed by Seller,
its employees, and its subcontractors in connection
with Buyer’s order. Buyer agrees that Seller retains all
proprietary rights in and to all products, specifications,designs, discoveries, inventions, patents, copyrights,trademarks, trade secrets, and other proprietary rights
relating to goods or services. Unless otherwise identified
in writing to Seller, no information or knowledge heretofore or hereafter disclosed to Seller in the performanceof, or in connection with, the terms hereof, shall bedeemed to be confidential or proprietary and any suchinformation or knowledge shall be free from restrictions,other than a claim for patent infringement, as part of theconsideration hereof.
8. PATENTS
Seller agrees to assume the defense of any suit for infringement of any United States Patents brought against
Buyer to the extent such suit charges infringement of
any apparatus or product claim by Seller’s product inand of itself, provided (i) said product is built entirely toSeller’s design, (ii) Buyer notifies Seller in writing of thefiling of such suit within (10) days after the service ofprocess thereof, and (iii) Seller is given complete controlof the defense of such suit, including the right to defend,
settle and make changes in the product for the purposeof avoiding infringement. Seller assumes no responsibility
for charges of infringement of any process or method
claims, unless infringement of such claims is the resultof following specific instructions furnished by Seller.
9. S
 PECIAL TOOLING
Not withstanding any tool, die or pattern charges oramortization in connection herewith, all special toolingand related items shall be and remain the property ofthe Seller.

Form 250-2593 06/09 Rev. 2/10; 5/10; 01/11; 08/23

10. COMPLIANCE WITH LAWS
Any proposed terms or conditions contrary to U.S.
laws, rules and regulations are expressly rejected
and will not apply to this transaction. Buyer shall not
do anything that would cause Seller to be in breachof applicable laws, rules and regulations, and shallprotect, indemnify and hold harmless Seller from any
fines, damages, costs, losses, liabilities, penalties andexpenses incurred by Seller as a result of the errors,
mistakes, failures or omissions of Buyer to comply withthese Terms.
11. EQUAL EMPLOYMENT OPPORTUNITY
Where applicable, the Buyer and Seller shall abide by
the requirements of 41 CFR § 60-1.4(a), 41 CFR §300.5(a), and 41 CFR § 741.5(a). These regulations
prohibit discrimination on the basis of race, color,religion, sex, sexual orientation, gender identity,
national origin, qualified protected veteran status, ordisability, and require affirmative action by covered
prime contractors and subcontractors to employ andadvance in employment individuals in these protectedcategories.
12. EXPORT CONTROL AND ANTI-DIVERSION
Any products or technical information provided under
this Agreement may be subject to U.S. export control
laws, rules and regulations, and the trade laws of othercountries. Buyer shall comply with all applicable export
control and trade laws, rules, and regulations andshall not resell, export, re-export, distribute, transfer
or dispose of the Product, directly or indirectly without
first obtaining all necessary written consents, permits
and authorizations and completing such formalities asmay be required by any such laws, rules and regulations. Buyer acknowledges that any diversion of thesecommodities contrary to the aforementioned laws,rules and regulations is prohibited. Failure by Buyer
to comply with all applicable export control and tradelaws, rules and regulations shall constitute a material
breach of these Terms. Seller assumes no responsibility
or liability for Buyer’s failure to obtain required authorizations. Buyer agrees to impose this same compliancerequirement in its contracts with third parties pertaining to the Product.
13. GOVERNING LAWThis Agreement and performance under it shall begoverned by the laws of the state of Connecticut
without reference to its conflict of laws rules.
14. NOTICEAshcroft Inc. values highly the confidence and goodwillof its customers and suppliers. We offer our products
only on their merit, and we expect our customers tojudge and purchase our products and services solely
on the basis of quality, price, delivery and service.
Likewise, Ashcroft Inc. buys only on merit, and we
judge and purchase solely on the basis of quality, price,delivery and service. This Ashcroft Inc. policy applies inall relationships with our customers and suppliers.