U.S. SENSOR CORP. TERMS AND CONDITIONS OF SALE

     a. Unless otherwise specified, prices do not include sales, excise or other taxes. All taxes now in effect or hereafter levied which are applicable to this transaction, are in addition to such prices and shall be paid by Buyer.

     b. This transaction is subject to all U.S. Government laws, rulings and regulations, which might influence the prices and delivery of any material.

     c. All prices quoted are f.o.b. U.S. Sensor Corp., Orange, California.

2. DESCRIPTION

The complete specification of construction and features for a particular product are set forth in the referenced product document which is included and made a part of each order by reference.

3. WARRANTY

U.S. SENSOR warrants to our customers, that the thermistor products delivered by U.S. SENSOR to our customers will be free from defects in material and workmanship. This warranty expires twelve (12) months from the date of shipment by U.S. SENSOR to our customer. If our customers discover within the warranty period a failure of the product or a defect in material or workmanship, our customers must promptly notify U.S. SENSOR. In no event may the notification be received by U.S. SENSOR later than twelve (12) months from the date of shipment by U.S. Sensor to our customer. Within a reasonable time after notification, U.S. SENSOR will replace a defective product due to a defect in material or workmanship, with a new currently manufactured like kind replacement part. Such replacement will be performed at U.S. SENSOR’s expense provided that the defective part is returned to U.S. SENSOR.  Our customers must receive a Returned Material Authorization number from U.S. SENSOR. The Returned Material Authorization number must be conspicuously placed on the envelope or package when returning the product to U.S. SENSOR.  Return shipping will be paid by U.S. SENSOR unless the product is tested by U.S. SENSOR and is found to be free from defects, in which case, our customers will be responsible for all shipping costs. All warranty service will be performed at U.S. SENSOR.  These remedies are the purchaser’s only remedies for breach of warranty. At U.S. SENSOR’s option, it may ship replacement products to our customers before U.S. SENSOR receives our customers’ returned product. In the event our customers fails to return the defective product to U.S. SENSOR or the product is found not to be defective, and U.S. SENSOR has already shipped replacement product to our customers, our customers agree to pay U.S. SENSOR for the new products shipped to our customers plus shipping and handling charges. This limited warranty gives you specific legal rights. 

U.S. SENSOR does not warrant (a) any product, components, or parts not manufactured by U.S. SENSOR; (b) the operation, malfunction, or failure of any equipment, computers, machines, or systems into which U.S. SENSOR’s products have been installed, incorporated, linked or tied; (c) defects caused by failure to provide a suitable installation environment for the product; (d) damage caused by use of the product for purposes other than those for which it was designed; (e) damage caused by disasters such as fire, flood, wind, and lightning; (f) damage caused by unauthorized attachments, treatments, or modifications; (g) damage during shipment; or (h) any other abuse or misuse by the purchaser. U.S. SENSOR reserves the right to examine the alleged defective goods to determine whether the warranty is applicable. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, U.S. SENSOR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

In no event will U.S. SENSOR be liable for any special, incidental, or consequential damages to persons or property based on breach of warranty, breach of contract, negligence, strict liability, or any other legal theory. Damages that U.S. SENSOR will not be responsible for include, but are not limited to, and all consequential damages, loss of profits; loss of savings or revenue; business interruption; loss of business information; wages and salaries; loss of use of the product or any associated equipment; cost of capital; cost of any substitute equipment, facilities, or services; downtime; the claims of third parties including customers; and injury to property even if U.S. SENSOR has been advised of the possibility of such damages. Except as prohibited by applicable law, this limitation applies to claims for personal injury, loss of life, loss of consortium and wrongful death. 

4. PAYMENT

     a. Unless otherwise specified by U.S. SENSOR, the terms of payment will be net cash 30 days from date of invoice, subject to credit approval by U.S. SENSOR. All payments are payable in U.S. Dollars.  In cases where shipment of a completed product is delayed at the request of Buyer, U.S. SENSOR reserves the right to issue an invoice for the product as of the date it becomes ready for shipment.

     b. Late charges at the rate of 1.5% per month (18% annually) may be charged on past due accounts.

5. SHIPMENT AND DELIVERY

     a. Shipping dates for all orders shall be computed from the date of U.S. SENSOR’s receipt of the order and all necessary documents and specifications.

     b. U.S. SENSOR assumes no liability for damages or expenses caused by delays in shipment or delivery.

     c. Delivery to carrier shall constitute full and final delivery to Buyer, and all risk of loss or damage in transit shall be the responsibility of Buyer.

     d. Whenever freight charges are included in the sales price, rates governing at time of shipment shall apply and are subject to change.

6. MISCELLANEOUS

     b. Any clause required to be included in a document of this type by any applicable and valid federal or state law, or administrative regulation having the effect of law, shall be deemed to be incorporated herein.

     c. The laws of the State of California shall govern all aspects of this transaction.

     d. Waiver of any term or condition contained herein shall not constitute a waiver of any other term or condition, nor shall it be construed to be a waiver of any term or condition in any subsequent order.

     e. In case of any discrepancy between the terms and conditions specified herein and those set forth in Buyer’s purchase order, the terms and conditions herein shall govern and control.

     f. There are no understandings or agreements relative to this document that are not fully expressed herein. No employee, agent or representative of U.S. SENSOR has any authority to obligate Seller by any terms, guarantees, warranties, stipulations or conditions not herein expressed unless agreed to in writing by an authorized officer of U.S. SENSOR.

     g. If Buyer is in default with respect to this or any other transaction with U.S. SENSOR, then at any time during the continuance of such default, U.S. SENSOR may, in U.S. SENSOR’s sole discretion, defer or cancel further shipments with respect to any and all quantities not then shipped. U.S. SENSOR also reserves the right to demand payment in cash against shipping documents if U.S. SENSOR has reason to doubt Buyer’s ability to pay promptly according to the terms herein stated. Failure on the part of U.S. SENSOR to exercise this option shall not affect U.S. SENSOR’s right to subsequently exercise this option.

     h. If Buyer defaults in the full performance of any term or condition of this transaction and at any time during the continuance of such default be adjudicated bankrupt, assigns any product covered herein for the benefit of creditors, or if a receiver be appointed for any property of Buyer covered herein, then U.S. SENSOR may terminate this agreement without notice or demand.

     i. In the event that Buyer shall be a party to any merger or consolidation with any other company, Buyer will use its best efforts to cause the surviving company to perform all terms and conditions contained herein. If such surviving company does not concur, U.S. SENSOR may terminate this transaction with ten (10) days written notice.

     j. This agreement shall not be assignable by Buyer or U.S. SENSOR without the written consent of both parties.

7. RETURNS

     a. No product may be returned to U.S. SENSOR without a Returned Material Authorization (RMA) number issued by authorized factory personnel.

09-08-2011