Terms and Conditions of Sale

1. An order shall not be binding on Seller until approved by Seller at its home office, International Light Technologies, 10 Technology Drive, Peabody, MA 01960-7976, USA.

3.Net payment is due thirty (30) days from the date of shipment for credit qualifying customers. A charge of 1 ½% per month, or the maximum permitted by law, whichever is less, will be added to the unpaid balance on all invoicing not paid on or before the due date. In the event that the Buyer breaches this provision, is insolvent, or in Seller’s opinion is suffering any credit impairment, Seller reserves the right to demand immediate payment in full for all goods ordered and, until such payment is received, Seller may: refuse to manufacture additional goods ordered, withhold further shipments in whole or in part, and recall any goods in transit.

4. Prices stated are FOB Peabody, MA, USA (unless otherwise previously agreed in writing) and title and risk of loss to each article of goods sold hereunder shall pass to Buyer upon delivery at FOB point.

5.Seller’s liability is limited to the cost of the product and does not include the cost of any other charges. Seller shall not be liable to or responsible for any consequential damages whatsoever, including but to limited to any damage or loss resulting from delay or default in delivery due to any cause. Buyer shall not have the right to cancel its purchase order because of any delay or default in delivery. Orders may not be cancelled for work or shipment delayed by Buyer except with the consent, and upon the terms and conditions approved by Seller in writing. Such terms will include cancellation charge, payment in full for all work in progress, work finished, good identified to the order, and all other damages or losses incurred by Seller as a result of such cancellation or delay.

6.The remedies of the Buyer set forth herein are exclusive, and the liability of Seller with respect to any contract or sale, or anything done in connection therewith, whether in contract, in tort, under any warranty or otherwise, shall not except as expressly provided herein, exceed the price of the product or part on which such liability is based. Buyer expressly acknowledges and agrees that it waives any and all claims for consequential damages and/or any damages under Massachusetts General Laws Chapter 93A. Seller’s only liability hereunder shall be, at is sole option, for replacement of defective goods at FOB point stated herein, or giving credit for such defective goods. Replacement or credit will be given only after Seller’s inspection of the goods and its agreement to the claimed
substantially defective condition. All claims shall be deemed waived unless made in writing and delivered to Seller within sixty (60) days after receipt by Buyer. In no event will any claim be entertained (I) after goods have been cut or used by Buyer or (ii) based upon any failure or damage which cannot conclusively be proved to have proximately and solely resulted from a defect in material or workmanship. Any claims whatsoever will be deemed waived unless an action is initiated in the state or federal courts situated within the Commonwealth of Massachusetts within six (6) months from the date of receipt of goods by Buyer.

7.Buyer consents to jurisdiction in the state and in federal courts situated within the Commonwealth of Massachusetts. Buyer acknowledges and consents that the Commonwealth of Massachusetts is the exclusive forum for any claims asserted under or in connection with this agreement or the goods purchased hereunder.

8.The Seller will not accept return of goods unless authorized in a written “Authorization of Return Material” prior to return shipment, which shipment must be made in accordance with Seller’s instructions.

9.This contract shall be governed by and constructed according to the laws of the Commonwealth of Massachusetts, and it constitutes the entire agreement between all parties, all prior representations and understanding having been merged herein. It may not be modified or terminated except by a writing signed by a duly authorized representative of the Seller.