TERMS AND CONDITIONS OF SALE

For the purposes of these Stipulated Terms of Sale (“Stipulated Terms”), the term “Agreement” shall mean the agreement between Gordy Sensor and its customer (“Customer”) resulting from Customer’s submitting, and Gordy Sensor accepting, an order for Gordy Sensor’s goods (“Goods”) or services (“Services”) (collectively, “Goods or Services”). Such Agreement shall be deemed to incorporate and be governed by these Stipulated Terms. THESE STIPULATED TERMS SHALL TAKE PRECEDENCE OVER ANY TERMS AND CONDITIONS WHICH MAY BE FOUND IN OR ON CUSTOMER’S ORDER OR IN ANY WRITTEN MATERIALS REFERRED TO IN CUSTOMER’S ORDER. No different or additional terms or conditions in Customer’s order shall form part of the Agreement and are hereby rejected unless Gordy Sensor expressly agrees to them in writing. If Customer retains Goods or Services received from Gordy Sensor, or pays any invoice rendered to it for such Goods or Services, Buyer shall be conclusively deemed to have accepted these Stipulated Terms. Any failure by Gordy Sensor to object to any provision found in any Customer order, correspondence or other communication shall not be construed as Gordy Sensor agreeing to be bound by such provision or as a waiver of these Stipulated Terms.

1. Quotations

Any quotations furnished by Gordy Sensor regarding price, specifications or delivery dates in respect of its Goods or Services are provided for informational purposes only and will not be binding on Gordy Sensor until Gordy Sensor has accepted Customer’s order and agreed on all technical requirements. Goods or Services quotations will terminate if Customer does not accept them within 30 days. All product descriptions, drawings, and any other information about its Goods or Services contained in Gordy Sensor’s sale and marketing materials, such as brochures, catalogues, price sheets, advertisements and other literature are offered as a general description, are approximate only and for the general guidance and information of the Customer. Such information shall not constitute any express or implied warranties or representations about the Goods or Services nor shall they form part of any Agreement.Any quotations furnished by Gordy Sensor regarding price, specifications or delivery dates in respect of its Goods or Services are provided for informational purposes only and will not be binding on Gordy Sensor until Gordy Sensor has accepted Customer’s order and agreed on all technical requirements. Goods or Services quotations will terminate if Customer does not accept them within 30 days. All product descriptions, drawings, and any other information about its Goods or Services contained in Gordy Sensor’s sale and marketing materials, such as brochures, catalogues, price sheets, advertisements and other literature are offered as a general description, are approximate only and for the general guidance and information of the Customer. Such information shall not constitute any express or implied warranties or representations about the Goods or Services nor shall they form part of any Agreement.

2. Orders
In placing an order with Gordy Sensor, Customer agrees that its order will be subject to these Stipulated Terms in their entirety. All orders must be bona fide commitments showing definite prices and quantities and mutually agreed shipping or service delivery dates. No order shall be binding upon Gordy Sensor unless and until the order has been accepted by Gordy Sensor, even if submitted in response to a quotation by Gordy Sensor. Customer may cancel or reschedule orders that have been accepted by Gordy Sensor only with the written consent of Gordy Sensor and upon payment of Gordy Sensor’s then-existing cancellation or rescheduling charges. Gordy Sensor shall have the right, without penalty or payment, to cancel any accepted order: (i) if Customer fails to make any payment when due to Gordy Sensor under any invoice or order, (ii) if any act or omission of Customer unreasonably interferes with or delays Gordy Sensor’s performance, or (iii) if Customer violates any of these Stipulated Terms. In the event of such cancellation, Gordy Sensor shall be entitled to receive payment for its reasonable and proper cancellation charges.

3. Order Cancellation
Customer may cancel or reschedule orders that have been accepted by Gordy Sensor and not yet shipped only with the written consent of Gordy Sensor and upon payment of Gordy Sensor’s then-existing cancellation or rescheduling charges.

Prices and Taxes: Prices are exclusive of all federal, state or local taxes applicable to Goods or Services sales, such as but not limited to sales, use or excise taxes, whether now existing or hereafter imposed. Such taxes may be added by Gordy Sensor to the sales price or billed separately and shall be paid by Customer

4. Shipment and Delivery
All tangible goods will be shipped F.O.B. carrier at Gordy Sensor’s premises in one or more lots, as determined by Gordy Sensor. Unless specified otherwise by Customer and agreed by Gordy Sensor, Gordy Sensor will select the carrier and ship freight prepaid and charge Customer for the cost thereof, but in doing so Gordy Sensor shall not be deemed to have assumed any liability in connection with the shipment. In no event shall any carrier be deemed to be the agent of Gordy Sensor. Unless specified otherwise by Customer and agreed by Gordy Sensor, Gordy Sensor will insure the shipment at its full value and charge Customer for the cost thereof. On an international shipment, Customer must provide its own insurance unless otherwise specified by Customer and agreed by Gordy Sensor. All risk of loss or damage to Goods sold hereunder, and title to such Goods, shall pass to Customer upon delivery thereof by Gordy Sensor to the possession of the carrier, provided, however, that Gordy Sensor reserves to itself a purchase money security interest in the Goods to secure payment of the price. Any claims for loss, damage or failure of delivery shall thereafter be asserted solely against the carrier. All Goods shall be conclusively deemed to have been fully inspected and accepted ten days after delivery unless before then notice of rejection is given in writing to Gordy Sensor. Such acceptance shall constitute acknowledgment of Gordy Sensor’s full performance of all of its obligations under the Agreement except as stated otherwise in the Warranty section (Section 8).

5. Payment Terms
Each shipment shall be treated as a separate transaction and Customer will be invoiced on date of shipment. Unless otherwise provided for in Gordy Sensor’s invoice, payment terms for Goods or Services shall be net thirty (30) days from date of invoice. All invoices must be paid in full without any deduction, withholding, setoff or counterclaim. Gordy Sensor shall have the right to require advance payment, and, if such requirement is not satisfied, Gordy Sensor may cancel the order or any remaining part of the order, and charge reasonable cancellation fees which Customer agrees to pay. In the event Customer fails to pay any amount due hereunder when due, Gordy Sensor may also recover, in addition to the amount due, interest thereon at the rate of 1.5% per month or, if less, the maximum lawful monthly interest rate that may be charged, together with its reasonable attorney’s fees incurred.

6. Credits and Returns
Customer may return Goods only after obtaining a Return Materials Authorization form from Gordy Sensor. Gordy Sensor will have the sole discretion to determine the cause and responsibility for Goods returned to it. Credit for returned Goods other than those noted below will be at the sole discretion of Gordy Sensor and to be eligible for credit must be:

• On the current price list and be of current design
• Unused and in their original packaging
• In salable condition as determined by Gordy Sensor
• Returned freight prepaid
• Standard stock items

Restocking fee for all products:

• The minimum restocking fee is $35 per unit.
• The amount of credit allowed for returned qualifying product will depend upon its age.
• A credit of 75% will be issued for product up to 60 days old.
• A credit of 50% will be issued for product up to 180 days old.
• No credit will be issued for product older than 180 days old.

7. Product Changes:
Gordy Sensor may modify its product specifications provided the modifications do not adversely affect the performance of the Goods to be supplied under the Agreement. In addition, Gordy Sensor may provide suitable substitutes for materials that are unobtainable or in short supply due to governmental regulation, supplier shortages or other reasons.

8. Product Warranties; Limitations; Exclusions:
A. Gordy Sensor warrants that all Goods shall be free from defects in material and workmanship under normal use for the period of time provided in Gordy Sensor’s standard warranty terms as found from time to time on its website (www.flow-network.com) at the time of shipment of the Goods. It shall be Customer’s responsibility to determinine that Goods ordered by it is suitable for Customer’s use and that such use complies with any applicable local, state or federal law. If Customer gives Gordy Sensor written notice of any claimed defect in the Goods immediately upon discovery, obtains a return authorization as provided above, and any such Goods are returned to the original shipping point, transportation charges prepaid, within the relevant warranty period, and Gordy Sensor determines to its satisfaction that such Goods are defective in material or workmanship, then Gordy Sensor shall, at its option, repair or replace the Goods and pay the cost of return freight. Gordy Sensor shall have reasonable time to make such repairs or to replace such Goods. Any repair or replacement of Goods shall not extend the warranty period. This warranty is limited to the period of time stated in Gordy Sensor’s standard warranty terms, as provided for above, without regard to whether any claimed defects were discoverable or latent on the date of shipment. Gordy Sensor’s warranty applies only to defects that arise out of the manufacture of the Goods and not to defects arising from other circumstances, such as, but not limited to, accident, misuse, unforeseeable use, neglect, alteration, or improper installation, adjustment, repair, or testing.

B. Customer’s failure to pay as and when due any invoice or any portion thereof for Goods or Services sold under the Agreement or otherwise, shall allow Gordy Sensor to terminate and void all warranties and remedies granted under this Section 8.

C. The foregoing warranty is exclusive and in lieu of all other representations, warranties and covenants, express or implied, with respect to the goods or services and any defects therein of any nature whatever, including without limitation warranties of merchantability or fitness for a particular purpose. Customer shall be solely responsible for its choice and use of any particular goods or services purchased from Gordy Sensor and Gordy Sensor shall not be liable for any advice it may have given customer or any failure to provide such advice regarding the goods or services or customer’s use of the same. In no event shall Gordy Sensor be liable to customer under any tort, negligence, strict liability, or product liability claim and customer hereby waives any such claims. Gordy Sensor’s sole and exclusive liability, and customer’s sole and exclusive remedy, for any nonconformity or defect in the goods or services or anything done in connection with this agreement, in contract, tort (including negligence), or otherwise, shall be as set forth in section 8a hereof (subject to further limitation as provided in section 8b hereof if applicable). It is agreed that the warranty and exclusive remedy provided for herein shall not be deemed to have failed of its essential purpose (as that term is used in the uniform commercial code) if Gordy Sensor remains willing to repair or replace defective goods or services (as described in subsection 8a) within a commercially reasonable time after customer receives such goods or services in accordance with this agreement. Customer specifically acknowledges that Gordy Sensor’s price for the goods or services is based upon the limitations of Gordy Sensor’s liability as set forth in this agreement.

9. Limitation of Liability and Customer Indemnity
Regardless of the form of action, Gordy Sensor shall not be liable for any special, indirect, incidental, or consequential losses or damages arising out of the sale of its goods or services to customer or arising out of any undertaking in connection with the agreement, including, but not limited to, losses or damages arising out of claims for loss of goodwill, profits, business or use. Nor shall Gordy Sensor be liable for claims arising out of third party actions, regardless of whether such third party actions, or any other claims, losses, or damages, were reasonably foreseeable to customer or Gordy Sensor. Customer’s exclusive remedy arising out of its purchase and use of Gordy Sensor’s goods or services, or arising out of any other undertaking in connection with the agreement or such goods or services, shall be for damages. No claim or claims of any kind, whether based upon the agreement, warranty, tort (including, but not limited to, strict liability, negligence, and warranty), regulatory or statutory provisions, indemnity, contribution, or otherwise, shall be allowed in any amount greater than the purchase price of the goods or services in respect of which damages are claimed.

Customer shall hold harmless and indemnify Gordy Sensor, its employees, agents, officers, parents, affiliates, subsidiaries and insurers from and against any and all claims, damages, liabilities, losses, and lawsuits, including costs and expenses in connection therewith, for injury to or death of any persons or loss of any property whatsoever, caused in any manner by Customer’s possession, use or operation of Goods or Services.