Toray Membrane USA, Inc.
13435 Danielson St.
Poway, CA 92164-6871
USATel:
858.218.2390
Fax:
858.486.3063

TORAY MEMBRANE USA
STANDARD TERMS AND CONDITIONSFOR SALE OF MEMBRANES, COMPONENTS AND PARTS

These Terms and Conditions are an integral part of each agreement between Toray Membrane USA (“Seller”) andits customer (“Purchaser”) for the sale of membranes, components and parts (collectively, “Components”) and any
related services (“Services”). Seller’s proposal to Purchaser, when accepted by Purchaser, together with theseTerms and Conditions, is referred to as the “Agreement”.
1. Proposals & quotations. Any proposals or price quotations may be modified or withdrawn by Seller at any
time prior to acceptance by Purchaser and shall automatically expire in 30 days, except as otherwise expressly
agreed in writing. All prices quoted by Seller are F.O.B. point of origin unless otherwise indicated.
2. Warranties. Seller warrants for the period ending twelve months after first use of the relevant Component or
15 months after shipment (18 months if shipped to a destination outside North America), whichever occurs
earlier, that the Component will conform in all material respects to any specifications included in theAgreement and will be free of defects in materials and workmanship. Any performance warranties ofmembranes stated elsewhere in the Agreement apply only if the membranes are used in accordance with
Seller’s instructions when processing water or other liquids having the characteristics specified in theAgreement. Warranties do not apply to damage or wear resulting from accidents, negligence, abuse ormisuse by Purchaser or third parties; from failure to follow Seller’s instructions for installation, operation,maintenance, cleaning or storage; or from alterations or repairs not performed in accordance with Seller’sinstructions. Seller shall assign to Purchaser any manufacturer’s warranties of equipment or materials
purchased from others, to extent that they are assignable, and Purchaser’s sole recourse shall be against themanufacturer. Seller warrants that any Services will be performed in a good and workmanlike manner.
Purchaser shall promptly notify Seller of any warranty claim and shall maintain defective Components forSeller’s inspection. Purchaser’s sole remedy shall be the repair or replacement (at Seller’s election) ofdefective Components or the correction of deficient Services. THE FOREGOING WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SELLER MAKES NO
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER
THAN AS EXPRESSLY STATED IN THIS AGREEMENT.
3. Payment. Payment shall be made in full in lawful, free and unblocked currency of the United States ofAmerica (U.S.A.) upon Seller’s delivery of Components to the carrier, unless otherwise agreed. Seller’sobligation to ship Components shall be subject to approval of all orders by Seller’s credit department, andSeller may require full or partial payment in advance. Pro rata payments shall become due as shipments are
made or as otherwise mutually agreed. If Purchaser is located outside the U.S.A. or its territories, Purchaser
shall deliver an irrevocable letter of credit in Seller’s favor confirmed by a first-class U.S.A. bank upon
acceptance of Purchaser’s order. Payments not made within thirty (30) days after invoice shall bear interest atSA PR T&C

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the rate of 1.5 percent per month or, if lower, the maximum lawful rate. If Purchaser disputes any portion of
an invoice, it shall notify Seller in writing with specificity and pay the undisputed portion within 30 days.
Purchaser shall reimburse costs, including reasonable attorneys’ fees, incurred by Seller to collect overdue
amounts.
4. Limitation of liability. The aggregate liability of Seller and its affiliates and subcontractors and theiremployees, officers, directors and agents in connection with the Agreement and Components and Services
provided hereunder shall be limited to the amount actually paid by Purchaser to Seller for such Components
and Services. Seller shall not be liable for any special, indirect, incidental, consequential, or punitive
damages, including lost profits, loss of use, and claims by third parties.
5. Export. If Components are to be shipped to a point outside the U.S.A., acceptance by Seller is subject to its
ability to obtain, on acceptable terms, any applicable export licenses or permits.
6. Taxes. Purchaser shall pay all sales, use and excise taxes, custom duties, and similar taxes and governmental
charges now or hereafter imposed on either party based on the production, sale, shipment or use ofComponents.
7. Shipping, title & risk of loss. Purchaser shall give Seller complete shipping instructions at least threebusiness days before the estimated shipping date and shall arrange for receipt, unpacking, storage andinstallation of Components. Delivery dates refer to date of shipment and are estimated based on conditions
prevailing at the time of quotation, but are not guaranteed unless so stated. Components offered from stock
are subject to prior sale. Purchaser is responsible for all shipping costs and insurance unless otherwise
agreed. Title and risk of loss shall pass to Purchaser upon delivery of Components to the carrier for shipment,
although Purchaser grants Seller a security interest in all Components until Seller is paid in full. If shipment
is delayed by Purchaser for any reason, payment shall become due as of the date Seller is prepared to makeshipment, and storage shall be at Purchaser’s risk and expense.
8. Returns. Products returned for reasons other than warranty issues are to be returned at purchaser’s expense
and are subject to a 10% re-stocking fee. Products returned must still be sealed in the original vacuum bags
and suitable for re-sale.
9. Compliance with U.S. Export Regulations. Purchaser will not, directly or through an intermediary, export
any Components (including related technology and information) to any country that is subject to embargo orsimilar restrictions under U.S. Export Regulations (including but not limited to Cuba, Iran, Iraq, Libya andNorth Korea), or transfer it to a national of any such country or to any other person or company restrictedfrom receiving it, or put it to a prohibited end use, or transfer it with knowledge or reason to believe that it isintended for a prohibited destination, recipient or use.
10. Force Majeure. Seller will not be responsible for any delays, damages or failures to perform due tocircumstances beyond its reasonable control, including those caused by Purchaser. Seller’s time for
performance shall be extended by a period of time commensurate with the amount of delay caused by suchcircumstances.
11. Documents. All specifications, instructions and other documents furnished by Seller in connection withComponents shall remain the property of Seller, and Purchaser warrants that no use will be made of such
documents except to facilitate Purchaser’s installation, use and maintenance of Components. Suchdocuments shall be provided to Purchaser’s employees only on a need-to-know basis and shall not beprovided to third parties without Seller’s written consent.
12. Information. Seller will be deemed to have reasonably relied on any representations made or information
furnished by Purchaser, whether prior to or after the date of this Agreement, as to the intended use ofComponents and the characteristics of any liquids to be treated by membranes.
13. Termination and suspension. Seller shall be entitled to terminate the Agreement or to suspend anyshipment if Purchaser is in breach of the Agreement or is overdue in any payment to Seller under theAgreement or any other agreement or order.
14. Complete Agreement. Seller’s written proposal and these Terms and Conditions, when accepted byPurchaser, constitute the entire agreement between parties. The Agreement may be modified or amended
only by a writing signed by an authorized representative of the party against which enforcement is beingsought. These Terms and Conditions shall prevail over any inconsistent terms and conditions included in
Purchaser’s order, even if the order has been signed or otherwise accepted by Seller.

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15. Miscellaneous. The Agreement is governed by the laws of The State of California, U.S.A. In the event theAgreement is prepared in more than one language, the English version shall govern its interpretation. Neither
the Agreement nor any proposals of Seller nor any rights or obligations hereunder are assignable without
Seller’s written consent.

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