SALES AGREEMENT TERMS AND CONDITIONSELTEC INSTRUMENTS, INC.
Issue: April 2008__________________________________________________________________________________________
1. AcceptanceThis sales agreement constitutes the seller’s offer to the buyer. The terms and conditions of this offer must be
accepted by the buyer. Upon the failure of the buyer to acknowledge this sales agreement in writing and agree toits terms, the commencement of performance required by this offer shall be conclusive evidence of the buyer’sapproval of, and consent to, the terms and conditions of sale contained herein.
2. Prices
2.1 Quotations
The prices stated in this agreement, if any are stated, are only binding upon Eltec for shipments to be made within
60 days of the date of this agreement. For shipments occurring thereafter, or if no price is stated in thisagreement, Eltec’s standard price list in effect on the date of shipment shall apply.
2.2 Orders
Prices are firm and fixed, and apply to minimum quantities ordered for scheduled release over a maximum periodof 12 months. If, at the end of the specified 12 month period, actual quantities received by the purchaser are lessthan the minimum quantities stated in this agreement, the per unit price will be accordingly adjusted to reflect tothe price that would have originally applied for that quantity level per the price list (effective at the time ofplacement of the order). Small orders under US-$500.00 total value are only accepted after receipt of payment inadvance.
3. Entire Agreement
The only terms and conditions are those stated in this agreement, which is the entire agreement between theparties. This agreement supersedes all prior negotiations, correspondence or statements by the parties. Alldetails and figures contained in Eltec’s general sales literature (pamphlets, brochures, data sheets, etc.) such astechnical data, weights, and other similar information are not binding. Eltec reserves the right to alter any suchinformation until the date of this contract. Eltec will not be bound by any conflicting promises, representations orinducements made by any Eltec agent or employee which may be in conflict with the terms and conditions of thisagreement. Any different, conflicting or additional terms which may be contained in or referred to in any purchaseorder submitted by buyer shall not be applicable to this contract.
4. Contract changes or cancellation
The terms and conditions of this agreement may not be modified or altered except by a written document signedby both parties. It cannot be modified or cancelled, except with Eltec’s written consent and upon terms which will
indemnify Eltec against any losses it may incur, including but not limited to Eltec’s expenditures for completedparts on hand, work in progress, purchased equipment and materials and labor. In the event the purchaser
cancels their purchase order or fails to accept the minimum quantity stated in this agreement within the specified
12 month period, the per unit price will be accordingly adjusted to reflect the price applicable to the quantities
actually received per the price list.
5. Taxes
All Eltec prices are exclusive of any duties and sales or use taxes. Any and all such taxes which are required tobe paid by Eltec will be added to the invoice and purchaser agrees to pay all such taxes.
6. Shipping dates
The shipping dates shown on the front of this agreement are dates which Eltec believes, but does not guarantee,
can be met. A prerequisite for meeting delivery dates is the timely arrival of those materials necessary to thecompletion of the delivery from sub-contractors and suppliers. Strikes, lock-outs, transportation delays,obstructions and other unforeseen causes or acts of God may also delay shipping dates. Failure to meetshipping dates or shipping deadlines does not entitle purchaser to cancel the order or claim a breach of thisagreement, provided Eltec proceeds in good faith to meet the shipping dates, or, if shipping dates cannot be met,
to ship as soon as reasonably possible thereafter.

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7. Packing and carriers for shipment
Unless otherwise agreed to in writing, all shipments are F.O.B. Daytona Beach, Florida on U.P.S. or U.S. Postal
System, or such other carrier as may be agreed to between the parties. Any specified packaging or shipping
instructions requested by purchaser may involve additional charges to the purchaser, which the purchaser agrees
to pay.
8. Risk of loss in shipping
Purchaser assumes all risk of loss in shipping and all liability for loss or damages, whether direct, indirect,
consequential or otherwise, due to delays once the goods ordered have been delivered to the carrier. Purchaser
agrees to purchase any and all insurance it deems necessary to indemnify it against any loss in shipping. In theevent Eltec is requested to purchase insurance for risk of loss in shipping, purchaser agrees to reimburse Eltec
for any such insurance costs immediately upon receiving any invoice therefor from Eltec.
9. Inspection and acceptance of goods
Purchaser agrees to inspect the goods within 14 days of receipt and to promptly report any damage to the goods
to the carrier responsible for delivery. Purchaser further agrees to inspect the goods within 30 days of receipt todetermine whether any defects exist which would justify purchaser not accepting the goods. For any claims fordefective goods (where the defect can be reasonably be determined by inspection) purchaser must give Eltec
notice of the defect in writing within 30 days completely describing the nature of the defect. Otherwise, purchaser
will be deemed to have waived any objections based upon such defects and will be deemed to have accepted thegoods. Eltec shall have the right to settle claims as it deems proper, either by replacement of parts, repair orcredit.
10. Warranty information and warranty disclaimers
10.1 Warranty
Eltec warrants that the products sold pursuant to this agreement shall be free of defects in materials orworkmanship for a period of 12 months from the date of delivery.
10.2 Limitation of Liability
Eltec’s obligation and liability under this warranty shall be limited to replacement or repair of the defective product,or if that is not possible, to return the purchase price. For repair, purchaser must pay all cost of shipping thedefective part to Eltec’s offices at Daytona Beach, Florida, or such other place designated by Eltec, andpurchaser must pay all cost of return shipping. For replacement, Eltec shall have satisfied its obligation to replace
the defective part when it ships the replacement part or parts F.O.B. Daytona Beach, Florida, or any othershipping point. Eltec shall have no obligation to send a replacement part until receiving the defective part frompurchaser at Eltec’s offices at Daytona Beach, Florida. In no event shall Eltec be liable for lost profits,consequential damages, losses or expenses, whether direct or indirect, incurred by purchaser as a result of any
defect in this product sold pursuant to this agreement, regardless of whether purchaser’s claim is in warranty,
breach of contract, tort or otherwise. This warranty is void after goods have entered the purchaser’s production
cycle.
10.3 Misuse of products
Eltec’s warranty does not extend to any item or part thereof which has been subject to misuse, neglect, oraccident. Nor does it extend to any item or part thereof which has been repaired or altered by any person otherthan Eltec or persons approved by Eltec.
10.4 Warranty disclaimers
The warranty provided by this paragraph No. 10 is expressly made in lieu of any and all other warranties,
expressed or implied, including implied warranties of merchantability and fitness for a particular purpose which
warranties are hereby specifically disclaimed.
10.5 Limitation on warranty of parts supplied by other manufacturers
For optical filters and other components that are incorporated into products designed by Eltec to customer
specifications, only the warranty of the component part manufacturer applies. If component parts are delivered toEltec for incorporation into products, a minimum of 20% additional component parts must be sent to account forpossible losses. Eltec shall be liable as to component parts only for those parts damaged as a result of thenegligence or misuse by Eltec. Eltec specifically disclaims any and all warranties as to soft and water soluble
materials, whether such warranties are expressed or implied, including any implied warranties of merchantability
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or fitness for a particular purpose. All duties, taxes, fees, etc. arising from importing parts supplied by buyer will
be charged to buyer at Eltec’s cost.
11. Confidential Information
Any technical data and illustrations not contained in Eltec’s normal sales literature, including price information,
shall not be disclosed to any third party. Purchaser acknowledges that such technical data, illustrations andpricing information constitute trade secrets the disclosure of which may cause substantial damage to Eltec. Any
breach of confidentiality by purchaser shall render purchaser liable for all damages incurred by Eltec as a result
thereof.
12. Patent Infringement
Eltec’s liability to purchaser for infringement of a valid patent, for items designated and sold by Eltec to purchaser
under this agreement is limited to a reasonable royalty based upon the price of the item sold only and shall notextend to any article or manufacture incorporating Eltec’s devices as a component part nor to any use of theitems by purchaser. If any infringement litigation is threatened or instituted against purchaser by virtue ofpurchaser’s sale or use of any items sold by Eltec, purchaser shall immediately notify Eltec who shall have theoption of replying to or defending threatened litigation to the extent of Eltec’s liability.
13. Default
The occurrence of any of the following events shall constitute an event of default under this agreement.
- Non-payment by purchaser of any payment when due.
- The failure of either party to perform any other term or condition of this agreement which is not cured within areasonable time after written notice to the other party as provided below.
- Either party ceases doing business as a going concern, is insolvent, makes an assignment for benefit ofcreditors, admits in writing its inability to pay its debts as they become due, files a voluntary petition seeking anyreorganization, arrangement or composition, under any present or future laws or regulations, or is adjudged abankrupt.
14. Eltec’s remedies
If purchaser defaults under this agreement, Eltec may, at its option, exercise any or all of the following remedies,in addition to or in lieu of any other remedies provided by law.
- Declare all monies owed at that time under this agreement immediately due and payable.
- Cease performance under this agreement, including but not limited to the shipment of any additional goods
which Eltec is otherwise obligated to ship under this agreement.
- Cease the design or manufacture of any goods which Eltec is to manufacture or design under this agreement.
- Without demand or legal process, enter into the premises where any goods sold by Eltec to purchaser (for which
the purchase price has not been paid) may be found and take possession of and remove the goods without
liability therefor. Upon Eltec’s regaining possession of all purchaser’s rights in such goods shall terminate
absolutely.
- For any payment due under this agreement which is not paid when due, interest shall accrue from the due dateat the rate of 1.50 percent per month, or the maximum amount permitted by law, whichever is less.
Eltec’s failure to take immediate action of default provisions is not a waiver of these provisions.
15. Costs of attorney’s fees
In the event purchaser defaults under this agreement and Eltec seeks any remedies described in this agreement
or any remedies provided by law, Eltec shall be entitled to recover all of its costs and reasonable attorney’s fees,
whether or not any legal action or proceeding is brought by Eltec.
16. Indemnification
Purchaser agrees to indemnify Eltec against and hold Eltec harmless from, any and all liability and from any andall claims, actions or causes of action, including all costs of attorney’s fees arising out of, connected with, or
resulting from the maintenance, operation or use of the goods sold pursuant to this agreement unless suchliability claims, actions or causes of action are a result of the negligence of Eltec or its representatives.
17. Ongoing applicability of these terms and conditions
The parties agree that for any and all subsequent purchases from Eltec not specifically described in thisagreement the terms and conditions described in this agreement shall apply unless the parties sign a separate
sales agreement at that time in which event the terms and conditions of that agreement shall apply.
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18. Applicable law
This agreement shall be deemed to be entered into in the State of Florida, and the laws of Florida shall govern
the validity, interpretation and enforcement of this agreement.
19. Severability of terms and conditionsEltec and purchaser intend this agreement to be a valid and binding legal instrument and agree that any provisionof this agreement which may be judicially determined to be unenforceable shall in no way invalidate any otherprovisions of this agreement which shall all remain in full force and effect.

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