Terms & Conditions of Calibration Sales

1. An order shall not be binding on International Light Technologies, Inc. (“Seller”) until approved by Seller at it’s home office, International Light Technologies, Inc., 10 Technology Drive, Peabody, Massachusetts, 01960 USA. Seller’s sale of products is made solely and exclusively pursuant to and subject to the terms and conditions set forth herein, and no conflicting or additional terms or conditions whatsoever, whether stated in Buyer’s purchase order or other communication or otherwise, shall apply unless such conflicting or additional terms or conditions are set forth in a separate writing executed by a duly authorized executive officer of Seller.

3. Net Payment is due thirty (30) days from the date of shipment for credit qualifying customers. At the option of Seller, a charge of 1-½ % per month, or themaximum permitted by applicable law, whichever is less, may be added to the unpaid balance on all invoices 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 good 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, Massachusetts, USA (unless otherwise previously agreed in writing) and title to, and risk of loss of, each article product shall pass to Buyer upon delivery to carrier at FOB point. All orders will be minimally insured by carrier. Buyer assumes in transit risk if carrier insurance is waived.

5. Seller warrants that all new products delivered by Seller to Buyer shall be free from defects in materials and workmanship for a period of twelve (12) months following date of delivery to Buyer or twelve (12) months following date of shipment by Seller, whichever is less. Seller warrants that all repairs and recalibrations delivered by Seller to Buyer shall be free from defects in materials and workmanship for a period of sixty days (60) days. Seller’s sole obligation in the event of a nonconformance of any Seller products to the foregoing limited warranty, the Buyer’s sole right and remedy with respect thereto, shall be the repair or replacement, in Seller’s sole discretion, of the nonconforming products by Seller at its expense with conforming products at FOB point set forth above against receipt and inspection of such nonconforming products by Seller at it’s principal address set forth above. The foregoing limited warranty shall not apply unless Buyer notifies Seller in writing of any nonconformance with the applicable time period set forth above, and does not apply to any nonconformance caused by or during shipment. The foregoing limited warranty is made solely to Buyer and not to any purchaser or other transferee from Buyer or any third party; provided, that the Buyer is an authorized distributor or reseller of Seller’s products, then Buyer may assign the foregoing limited warranty (subject to all of the restrictions, conditions, and limitations herein) to Buyer’s end-user purchaser. EXPECT FOR THE FOREGOING LIMITED WARRANTY, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE PRODUCTS COVERED HEREBY, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED AND STATUTORY WARRANTIES WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Seller does not warrant that the products will be free from errors in operation, will operate in the manner expected or intended by Buyer, or will suit Buyer’s requirements.

6. Seller’s total aggregate liability to Buyer for any and all claims and causes of action whatsoever is limited to the cost of the products actually paid by Buyer to Seller for the products covered hereby and does not include any related or unrelated costs, fees or charges, including, without limitation, shipping charges, taxes, duties and assessments. In no event shall Seller be liable to Buyer or to anyone claiming by or through Buyer for any consequential, incidental, special, indirect, exemplary or punitive damages (including, without limitation, damages in respect of lost revenue or profits), howsoever arising, whether or not foreseeable and even if Seller is made aware in advance of the possibility of such damages.

7. Buyer shall not have the right to cancel its purchase order because of any delay or default in delivery. Orders may not be cancelled nor work or shipment delayed by Buyer except with the consent of 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, products identified to the order, and all other damages or losses incurred by Seller as a result of such cancellation or delay.

8. The Seller will not accept return of products 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 interpreted according to the internal domestic laws of the Commonwealth of Massachusetts as applied between residents of such Commonwealth. Any action or proceeding instituted by Buyer against Seller arising out of or related to this contract, the transactions contemplated hereunder or the products covered hereby shall be brought only in the federal and/or state courts sited in the Commonwealth of Massachusetts. Buyer hereby consents to the personal jurisdiction of such courts, and to service of process on Buyer by delivery thereof to the Secretary of State of the Commonwealth of Massachusetts.

10. This contract contains the final and entire agreement of Buyer and Seller with respect to the sale of the products covered hereby and the other subject matter hereof, and supersedes any and all prior agreements, arrangements, understandings, undertakings, promises, representations, statements and communications, oral, written, graphic, pictorial or electronic, between or by any of them, with respect to such sale and/or other subject matter.