ALICAT SCIENTIFIC, INC. STANDARD TERMS AND CONDITIONS OF QUOTATION AND SALE

1. COMPLETE TERMS.     Sales and quotations by Alicat Scientific, Inc., an Arizona Corporation, (“Alicat”), are governed by these Standard Terms and Conditions of Quotation and Sale (“Terms and Conditions”). This is an offer conditioned on Alicat’s customers’ (“Buyers”) acceptance of all, and only, these Terms and Conditions. This is the final and complete expression of all Terms and Conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. These Terms and Conditions can be modified, waived, or amended only by a written instrument signed by officers both Buyer and Alicat.
2. ORDERS.     Orders will be initiated by Buyer issuing a purchase order (“Order”) to Alicat. Orders will identify equipment manufactured, assembled, or otherwise produced by Alicat (“Product”), unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders can be submitted via telephone, mail, fax, email, or Alicat internet website.
3. QUOTATION OF PRICE.     All written quotations of price (“Quote”) made by Alicat will be valid for a period of thirty (30) days without exception from time Quote has been generated by Alicat. Alicat will make every reasonable effort for timely delivery of Quote to customer however Alicat does not assume responsibility for delays in receipt of quotations to Buyer unless otherwise stated hereunder in these Terms and Conditions. Alicat under any circumstance will not honor or provide verbal quotations of price.
4. TERMS OF PAYMENT.     Terms of payment shall be as set forth on Alicat’s documentation acknowledging Buyer’s Order or documentation provided to Buyer upon Buyer’s receipt of Products (“Invoice”). If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to Alicat’s credit on such sum at the rate of 1½% compounded per month or the highest rate allowed by law, whichever is lower. If Alicat, in its sole discretion, finds it necessary to employ an attorney to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, all applicable attorney’s fees and costs. Credit cards accepted are MasterCard, Visa and American Express. COD orders have no minimum and must be paid with certified funds (certified check, money order or cashier’s check). Payment of any additional COD charges or shipping charges as a result of COD by carrier will be the sole responsibility of the Buyer. There is a $25.00 service charge on all returned checks.
5. CANCELLATION.     Buyer may, without charge, cancel an Order for standard Products provided such order has not begun production and if cancellation request is received fourteen (14) business days prior to delivery date. Buyer requests to cancel an order for standard Products already in production or if written notice of cancellation is received by Alicat less than fourteen (14) days prior to delivery date in writing may be accepted by Alicat in its sole discretion, which acceptance will be subject to Buyer’s payment of reasonable termination charges as determined by Alicat. Buyer may not cancel or terminate any non-standard Products, except with written consent from Alicat and only then upon payment of reasonable termination charges as determined by Alicat.
6. PRODUCT RETURNS.     All returns will be processed at the sole discretion of Alicat. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Alicat within twenty one (21) days after delivery. Buyer waives any right to reject or revoke acceptance thereafter. Buyer is responsible for all shipping costs to return Products to Alicat’s plant. Any loss or damage of Product during shipping from Buyer’s plant to Alicat’s plant will be the sole responsibility of the Buyer. Alicat strongly suggests that Buyer purchase insurance from carrier to insure Products during shipping. Products must be returned in new condition with all previously included paperwork and accessories.
7. FINANCIAL RESPONSIBILITY.     Any credit terms offered by Alicat are available only for so long as Buyer complies with all of its obligations under these Terms and Conditions, including, without limitation, the provisions requiring timely payment of Invoices within stated terms. If credit terms are no longer available, Buyer shall pay cash in advance for all purchases. If Alicat shall have any doubt at any time as to Buyer’s financial responsibility, Alicat, at its option and its sole discretion, either may (a) decline to make further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to Alicat, or (b) terminate this sale. Nothing in this paragraph is intended to affect the obligation of Buyer to accept and pay for the Products.
8. NO DEDUCTION.     Buyer shall not be entitled to deduct from the price invoiced to it by Alicat the amount of any claim asserted by Buyer against Alicat, unless such claim shall have been allowed, in writing, by Alicat. The provisions of the preceding sentence are of the essence of this sale.
9. LIMITED LIFETIME WARRANTY.     THE WARRANTIES SET FORTH IN ATTACHMENT A OF QUALITY ARE EXTENDED IN LIEU OF AND TO THE EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE BELOW WARRANTIES RUN ONLY TO THE BUYER HEREUNDER; THEY ARE NOT INTENDED TO, AND DO NOT, RUN TO ANY SUBSEQUENT BUYER, NOR MAY THEY BE TRANSFERRED TO ANY OTHER PERSON, UNLESS OTHERWISE SPECIFICALLY STATED IN WRITING BY AN OFFICER ALICAT.

Alicat Scientific, Inc. warrants to the original purchaser (hereinafter referred to as “Buyer”) that
instruments manufactured by Alicat Scientific (hereinafter referred to as “Product”) shall be free from defects in materials and workmanship for the life of the Products.

Under this warranty, the Products will be repaired or replaced at manufacturer’s option, without charge for parts or labor when the Product is carried or shipped prepaid to the factory together with proof of purchase.

The foregoing shall constitute the exclusive and sole remedy in lieu of other remedies of the Buyer for any breach by Alicat Scientific of this warranty to the maximum extent permitted by law.

This warranty does not apply to any Product which has not been installed or used in accordance with the Product operation and installation specifications provided to Buyer verbally or in writing by Alicat Scientific for the proper and normal use of the Product.

Buyer agrees hereunder that Alicat reserves the right to void any warranty, written or implied, if upon Alicat’s examination of Product shall disclose to Alicat’s satisfaction that the Product failure was due solely, or in part, to accident, misuse, neglect, abuse, alteration, improper installation, unauthorized repair or improper testing by Buyer or agent of Buyer.

Alicat Scientific shall not be liable under any circumstances for indirect, special, consequential, or incidental damages in connection with, or arising out of, the sale, performance, or use of the Products covered by this warranty.

Alicat Scientific does not recommend, warrant or assume responsibility for the use of the Products in life support applications or systems.

Alicat’s warranties as herein above set forth shall not be enlarged, diminished or affected by, and no obligation or liability shall arise or grow out of Alicat’s rendering of technical advice in connection with Buyer’s order of the Products furnished hereunder.

If Product becomes obsolete, Alicat Scientific, at its own discretion, reserves the right to repair the Product with available replacement parts or upgrade the Product to a current, commercially available version of the original Product. Should upgrading the Product be deemed necessary by Alicat, Buyer hereby agrees to pay an upgrade fee equal to seventy percent of the retail value of the replacement Product. Alicat Scientific hereunder makes no claim that replacement Products will look, function or operate in the same or similar manner as the original product.

When a Product is returned to Alicat Scientific for recalibration this service is considered normal preventative maintenance. Recalibration of Product shall not be treated as a warranty service unless recalibration of Product is required as the result of repairs to Product pursuant to this Warranty. Failure of Buyer to send Product to Alicat Scientific for recalibration on a yearly basis after a period of 36 months from date of manufacture will remove any and all obligations regarding repair or replacement of Product as outlined by this Warranty to Buyer from Alicat Scientific.

This Warranty is in lieu of all other relevant warranties, expressed or implied, including the implied warranty of merchantability and the implied warranty of fitness for a particular purpose, and any warranty against infringement of any patent.

Continued use or possession of Products after expiration of the applicable warranty period stated above shall be conclusive evidence that the warranty is fulfilled to the full satisfaction of Buyer.

Alicat makes no warranty as to experimental, non-standard or developmental Products.

Accessories purchased from Alicat are not covered by this warranty.

10. EXCLUSIVE REMEDIES.     If the Products furnished by Alicat fail to conform to Alicat’s exclusive LIMITED WARRANTY, Alicat’s sole and exclusive liability shall be (at Alicat’s option) to repair, replace or credit Buyer’s account for any such Products which are returned by Buyer during the applicable warranty period set forth above, provided that (i) Alicat is promptly notified in writing upon discovery by Buyer that such Products failed to conform to this contract with a detailed explanation of any alleged deficiencies, (ii) such Products are returned to Alicat, F.O.B. Alicat’s plant, and (iii) Alicat’s examination of such Products shall disclose to Alicat’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, abuse, alteration, improper installation, unauthorized repair or improper testing. If Alicat elects to repair or replace such non-conforming Products, Alicat shall have a reasonable time to make such repairs or replace such Products.  Alicat also reserves the right, at its sole discretion, to credit the Buyer’s account of any shipping charges in whole or in part incurred by the Buyer associated with the return of Products to Alicat’s plant.  THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF ALICAT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO, AND IN NO EVENT SHALL ALICAT BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
11. DATA PROTECTION.     Each party will comply with the Data Protection Laws applicable to it. In the event that the supply of Goods and/or Services requires the Supplier to process personal data on the Customer’s behalf as data processor, this will be set out in the Order, the Data Processing Agreement will be applicable to the Contract, and the parties will comply with the Data Processing Agreement.
12. ANTI-SLAVERY.     Both parties will comply with all applicable Anti-Slavery Laws.
13. ANTI-CORRUPTION.     Each party will comply with all Applicable Laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:
    • • Local and national laws in the territories in which it operates
      • The UK Bribery Act 2010
      • The US Foreign Corrupt Practices Act 1977
      • The UN Convention Against Corruption
      • In relation to the Supplier only, comply with the Supplier Group’s code of conduct relating to bribery and corruption (as amended from time to time) found at halma.com

Customer hereby indemnifies and holds Supplier harmless from any liability, claims, demands or expenses (including, without limitation, legal or other professional fees) arising from or relating to noncompliance with the provisions of this Condition 18 by Customer

14. COMPLIANCE.    The Buyer will ensure that any Goods or Services that the Buyer purchases or receives from Alicat Scientific under this Agreement will not be received, imported, exported, re-exported, transferred, sold or used except in compliance with: (i) all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States of America, the European Union, the United Kingdom, and the countries and/or jurisdictions in which the Buyer and Alicat Scientific are established, conduct business or from which Goods Services may be supplied; and (ii) the requirements of any licenses, authorizations, general licenses or license exceptions relating to the receipt, import, export, re-export, transfer use or sale of the subject Goods Services. Alicat Scientific Inc. reserves the right to cancel a sales order in case of any doubt regarding the above mentioned.
15. DATA ERRORS AND OMISSIONS.     Alicat makes every effort to ensure the accuracy of the information published in its catalogs, by its distributors and on its Internet site. The documents and graphics published may contain technical inaccuracies or typographical errors. Alicat makes no representations about the information and graphics presented. All such documents and graphics are provided “as-is” without warranty of any kind.
16. INDEMNIFICATION.    Buyer agrees to hold harmless, indemnify, and defend Alicat and any of its employees, directors, officers, agents, or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits asserted by any person or entity that the warranties, remedies, limitations, disclaimer of warranties and liabilities of Alicat are other than that as specifically set forth herein or by reason of any warranty, express or implied, or remedy for breach of warranty extended by Buyer, which is more favorable than the warranties and remedies set forth herein.
17. PRODUCT APPLICATION INDEMNIFICATION.     Buyer agrees to indemnify and hold harmless Alicat and any of its employees, directors, officers, agents or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits, whether arising in tort or contract, against Buyer and/or Alicat, including Attorney’s fees, expenses and costs, arising out of the application of Alicat’s Products to Buyer’s designs and/or Products, or Alicat’s assistance in the application of Alicat’s Products.
18. PATENTS.     Alicat shall defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that any Products manufactured and supplied by Alicat to Buyer constitute direct infringement of any duly issued United States patent and Alicat shall pay all damages and costs finally awarded therein against Buyer, provided that Alicat is promptly informed and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given authority, information and assistance (at Alicat’s expense) necessary to defend or settle said suit or proceeding. Alicat shall not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with Buyer’s specification (s), or from a combination with, an addition to, or a modification of the Products after delivery by Alicat, or from use of the Products, or any part thereof, in the practice of a process. Alicat’s obligations hereunder shall not apply to any infringement occurring after Buyer has received notice of such suit or proceeding alleging the infringement unless Alicat has given written permission for such continuing infringement.

If the infringement by Buyer is alleged prior to completion of delivery of the Products under this contract, Alicat may decline to make further shipments without being in breach of this contract, and provided Alicat has not been enjoined from selling said Products to Buyer, Alicat agrees to supply said Products to Buyer, at Buyer’s option, whereupon the patent indemnity obligation herein stated with respect to Alicat shall reciprocally apply with respect to Buyer.

If any suit or proceeding is brought against Alicat based on a claim that the Products manufactured by Alicat in compliance with Buyer’s specifications and supplied to Buyer directly infringe any duly issued United States patent, then the patent indemnity obligations herein stated with respect to Alicat shall reciprocally apply with respect to Buyer.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF ALICAT FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO, AND IN NO EVENT SHALL ALICAT BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

19. TITLE.     Alicat warrants it has and will convey Products and marketable title to the Products.
20. CONFIDENTIAL INFORMATION.     Alicat and Buyer mutually agree to hold confidential or proprietary information or trade secrets (“Confidential Information”) in trust and confidence without restriction and mutually agree that Confidential Information shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party unless Alicat or Buyer can document said Confidential Information (a) is in the public domain through no fault of either Alicat or Buyer, (b) was properly known to receiving party, without restriction, prior to disclosure by disclosing party, (c) was properly disclosed to receiving party by another person or entity or (d) has been subpoenaed or officially requested by a court of law or other duly authorized agent of the court.  Confidential Information may be furnished in any tangible or intangible form including, but not limited to, writings, drawings, presentations, computer tapes and other electronic media, samples, demonstrations, video and verbal communications.  This provision shall survive the expiration, termination or cancellation of this Agreement.
21. DELIVERY.     Delivery shall be EXW Alicat’s plant (unless otherwise specified on documentation acknowledging Buyer’s order), whereupon title shall pass to Buyer. Every effort will be made to effect delivery at the desired time, but delivery dates are not guaranteed
22. SHIPMENT DAMAGE.     Product shipped from Alicat’s manufacturing location is carefully packed in compliance with carrier requirements. Claims for loss or damage in transit must be made with the carrier by Buyer. All shipments should be fully unpacked and inspected immediately upon receipt. It is important to keep the shipping carton, packing material and all parts intact for inspection by the carrier’s agent. Visible Loss or Damage. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this may result in the carrier refusing to honor the claim.
23. DELAYS, CONTINGENCIES AND FORCE MAJEURE.    In the event Alicat is forced to shut down or curtail its production or is unable to ship at the time specified because of fire, flood, windstorm, or other act of God, accident, fire, explosion, labor disturbance, act of any government or any agency or subdivision thereof, judicial action, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, technical failure, shortage of raw materials, labor, machinery, energy, or transportation, including, but not limited to, railcar shortages or any cause whether or not similar to the causes listed above, beyond Alicat’s reasonable control, Alicat reserves the right, at its option, to cancel this order (in either case without any liability to Alicat or Buyer whatsoever). In no event shall Alicat be obligated to purchase material from others to enable Alicat to deliver Products to Buyer hereunder. During the period of such contingency, Alicat shall have the right to allocate its available supply among its buyers in Alicat’s sole discretion.
24. DEFAULT.     Buyer will be in default if (a) Buyer fails to pay to Alicat any amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from Alicat to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within thirty days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within thirty days thereafter.  Upon Buyer’s default, Alicat may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for Products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation of unpaid Product, or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by Alicat because of Buyer’s default.
25. TAXES.     All sales tax, excise taxes, or other forms of taxes levied against this transaction shall be paid by Buyer over and above all other sums Buyer is or may become obligated to pay hereunder.  These taxes are in addition to the purchase price of the Products subject to an order.  If you are exempt from tax, an original signed tax exemption certificate must be sent to Alicat. Without a valid signed tax exemption certificate on file at Alicat, all applicable taxes will be charged to the Buyer.
26. MUTUALITY.     All debts and obligations of Buyer and Alicat to each other are mutual and subject to setoff. For purposes of this paragraph, “Buyer” and “Alicat” shall be deemed to include each party’s respective subsidiaries and affiliates which directly or indirectly control or are controlled by that party through 100% equity ownership.
27. GOVERNING LAW.    VENUE AND JURISDICTION.  All issues concerning the formation, performance, or interpretation of any contract regarding this sale shall be governed by the laws of the state of Arizona, and any dispute between Alicat and Buyer will be resolved in Pima County, Arizona, the prevailing party in that dispute entitled to its costs and reasonable attorneys’ fees.
28. U.S. GOVERNMENT CONTRACTS.     If the Products to be furnished under this contract are to be used in the performance of a U.S. Government contract or subcontract, and a U.S. Government contract number shall appear on Buyer’s purchase order, those clauses of the applicable U.S. Government procurement regulations which are required by Federal Statute to be included in U.S. Government subcontracts are incorporated herein by reference.
29. SEVERABILITY OF TERMS.     If any phrase, clause or provision shall be declared void, the validity of any other provisions shall not be affected thereby.