Electro-Chemical Devices (ECD) SMS22 - Manual (Page 7)

this sale as computed under Seller’s normal accounting procedures because of causes beyond Seller's control, then the Seller may terminate this
agreement in whole or in part without liability for any delay in the delivery of, or failure to deliver, the goods sold hereunder
6. TAXES AND OTHER CHARGES. The Buyer will pay, or reimburse Seller if it pays, any and all taxes or tariffs or any other similar charges imposed
upon this contract, the goods covered hereby or the delivery or use or resale thereof.
7. FREIGHT CHARGES. If the sale hereunder is other than F.O.B. Seller's facility, this acknowledgement is based upon the freight charges now in
effect. In the event of an increase or decrease in applicable freight charges before the goods are shipped, such charge in freight will be for the
Buyer's account.
8. PRICES AND DELIVERY. Prices quoted herein are F.O.B. shipping point. Deliveries specified are only our best estimate and are subject to change.
This quotation is based upon freight charges now in effect. Buyer will be invoiced at the freight charge prevailing at the date of shipment. Prices are
firm for orders meeting Seller's normal shipping schedules. If shipments are held or postponed for any reason other than Seller's fault, and a price
increase becomes effective during the period of such hold or postponement, the increase will apply to all shipments that are held or postponed
thirty (30) days or more from the effective date of the increase.
9. PAYMENTS. If in the judgment of Seller the financial condition of Buyer at any time prior to shipment does not justify the terms of payment
specified, Seller may cancel the order, withhold shipment, and/or require full or partial payment in advance. If payment is not made when due,
Seller may suspend all future delivery or other performance with respect to Buyer without liability or penalty and, in addition to all other sums
payable hereunder, Buyer shall pay to Seller (i) the reasonable costs and expenses incurred by Seller in connection with all actions taken to enforce
collection or to preserve and protect Seller’s rights hereunder, whether by legal proceedings or otherwise, including without limitation reasonable
attorneys’ fees, court costs and other expenses and (ii) interest on all amounts unpaid after 30 days charged at the monthly rate of 1-1/2% or the
highest rate permitted by law, whichever is lower.
10. CANCELLATION OR ALTERATION. Buyer may not alter or cancel any order without Seller’s written consent. For any order altered or cancelled
with Seller's consent, Buyer must pay for all expenses and labor incurred up to the time of Seller’s consent, plus a reasonable percentage for profit.
Any order delayed or deferred by Buyer will be subject to price escalation for increased costs of production, and any other expenses caused by the
delay. Material on such orders will be stored at Buyer's risk. Seller reserves the right to invoice Buyer and require payment before shipment of any
delayed or deferred order.
11. TITLE AND RISK OF LOSS. Title and risk of loss shall pass to buyer at Irvine, California, unless otherwise specified in the contract. If delivery is
made by common carrier, risk of loss shall pass upon delivery to the carrier. Claims for loss or damage in transit must be made by Buyer to the
carrier. Seller accepts no responsibility for loss or damage to product in transit.
12. PATENT OR TRADEMARK INFRINGEMENT. If the goods sold hereunder are to be prepared for manufacture according to Buyers specification,
Buyer shall indemnify Seller against any claim or liability for patent, trademark, service mark or trade name infringement on account of
preparation, manufacture and/or sale.
13. NON-WAIVER. If Government Contract Regulations require the addition, deletion, or modification of these terms and conditions upon prior
notification to Seller and Seller's written acceptance thereof, such changes shall become a part of these terms and conditions. Seller shall not be
bound by any Government Contract Regulations applicable to Buyer’s contracts with the U.S. Government unless Buyer has expressly
acknowledged, on the face of this document, the applicability of such Regulations to the transaction between Buyer and Seller contemplated
herein. Absent such acknowledgement, Seller is making the assumption in issuing this document that no such Regulations apply.
14. JURISDICTION. All such disputes shall be resolved in a court of competent jurisdiction in Orange County, California. Buyer hereby consents to
the jurisdiction of the State and Federal Courts sitting in Orange County. Not withstanding the above, should either party contest the jurisdiction of
such courts, the other party may institute its suit in any court of competent jurisdiction.
15. APPLICABLE LAW. All questions arising hereunder or in connection with the quotations or any order submitted in connection therewith and/or
the performance of the parties hereunder shall be interpreted and resolved in accordance with the laws of the state of California without regard to
its conflict of law provisions and excluding the United Nations Convention on the International Sale of Goods.
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