SB PRECISION - TERMS AND CONDITIONS OF SALE

CONTROLLING PROVISIONS: No terms and conditions other than the terms and conditions contained herein shall be binding upon SB Precision unless accepted by it in a writing signed by an authorized agent of SB Precision. All terms and conditions contained in any prior oral or written communication, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on SB Precision, whether or not they would materially alter this document. Buyer will be deemed to have assented to all terms and conditions contained herein if the Product described herein is taken on delivery or an invoice is presented in connection with the equipment, Product or goods (“Product”).

BUYERS RESPONSIBILITIES: The Buyer shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the Products. SB Precision makes no promise or representation that the Products or services will conform to any federal, state or local laws ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of SB Precision. SB Precision's Products are not for use in or with any nuclear facility unless specifically so stated by SB Precision in writing.

INSPECTION AND ACCEPTANCE: Buyer shall have seven (7) days from the date Buyer receives the Product to inspect the Product for defects and notify SB Precision, in writing, of any defects, nonconformance or rejection of the Product. After such seven (7) day period, Buyer shall be deemed to have irrevocably accepted the Product. After such acceptance, Buyer shall have no right to reject the Products for any reason or to revoke acceptance. Buyer hereby agrees that such seven (7) day period is a reasonable amount of time for such inspection and revocation.

TERMS: Buyer agrees to pay for the Products according to SB Precision's payment terms. In the event Buyer fails to make any payment to SB Precision when due, Buyer's entire account(s) with SB Precision shall become immediately due and payable without notice or demand.  SB Precision shall be entitled to attorney fees and costs associated with any action necessary to obtain payment or enforce these terms and conditions.

WARRANTY: ALL PRODUCTS AND/OR SERVICES PROVIDED BY SB PRECISION AND ITS EMPLOYEES AND AGENTS ARE PROVIDED "AS IS," "WHERE IS," AND "WITH ALL FAULTS." THE BUYER'S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY THE PRODUCT'S COMPONENT MANUFACTURER. SB PRECISION MAKES NO EXPRESSED OR IMPLIED WARRANTIES. SB PRECISION HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY:  Under no circumstances, and in no event, will SB Precision be liable for personal injury or property damage or any other loss, damage, cost of repairs or incidental, punitive, special, consequential, or liquidated damages of any kind, whether based upon warranty, contract, strict liability, negligence or any other cause of action arising in connection with the design, manufacture, sale, transportation, installation, use or repair of the Products sold by SB Precision. Buyer hereby acknowledges and agrees that under no circumstances, and in no event, shall SB Precision's liability, if any, exceed the net sales price of the defective Product(s); no additional allowance shall be made for the labor or expense of repairing or replacing defective Products or workmanship or damage resulting from the same.

RECOMMENDATIONS AND REPRESENTATIONS BY SB PRECISION: Buyer acknowledges that SB Precision does not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the Product sold, its use, design, application or operation, its merchantability, its physical condition or its fitness for a particular purpose, (ii) the maintenance or other expenses to be incurred in connection with the Product, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by SB Precision and/or its agents, suppliers and employees or (iv) the accuracy or reliability of any information, designs or documents furnished to Buyer. Any recommendations made by SB Precision concerning the use, design, application or operation of the Product shall not be construed as representations or warranties, expressed or implied. Failure by SB Precision to make recommendations or give advice to Buyer shall not impose any liability upon SB Precision.

INDEMNIFICATION:  SB Precision shall not be responsible for any loss or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the Products. Buyer shall defend, indemnify and hold harmless SB Precision and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees) arising out of or in connection with any injury, disease or death of persons (including Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the Product by Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, SB Precision, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.

GOVERNING LAW: This transaction shall be governed by the laws of the State of Michigan.

SEVERABILITY: If any provision is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions shall remain in full force and effect and shall not be affected by any illegal, invalid or unenforceable provisions or by their severance.

NON-WAIVER: SB Precision's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of SB Precision's rights or remedies, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition shall be valid unless in writing and signed by an authorized agent of SB Precision.