1. ACCEPTANCE: All Buyer’s orders are subject to acceptance or rejection by Kele Precision Manufacturing (Seller) and are not binding on Seller unless and until so accepted. Acceptance of an order by Seller constitutes a complete and binding contract governed by the terms and conditions of sale, along with any terms appearing on the front of Seller’s Price Quotation and/or Invoice. Buyer accepts these terms and conditions and none of Buyer’s inconsistent and/or additional terms and conditions submitted in issuing purchase orders, releases, shipping instructions or other documents shall be valid. The acceptance of any order entered by Buyer is expressly conditioned on Buyer’s assent to any additional or conflicting terms contained herein. Neither party shall be bound by any change in, additions to, or waiver of any of these terms and conditions unless approved in writing by its authorized representative.

2. PAYMENT AND CREDIT APPROVAL: All sums shall be payable according to the payment terms stated on Seller’s Price Quotation and/or Invoice, measured from the date of Seller’s Invoice. Seller’s acceptance of any payment is subject to collection. Buyer’s orders are subject to approval by Seller’s Credit Department. Seller, without prior notice, may, upon reasonable dissatisfaction with Buyer’s creditworthiness, or upon late payment of any invoice or any other default by Buyer, decline to make delivery except for cash on delivery, payment in advance of shipment, or payment upon placement of order. Seller may, at its sole discretion, refuse to ship product to Buyer if Buyer is delinquent in paying invoices according to the terms specified on the invoice, if Buyer is in default on any other terms and conditions contained herein or on Seller’s Price Quotation, or if the Buyer becomes bankrupt or insolvent, becomes subject to receivership or liquidation, makes an assignment for the benefit of its creditors or ceases to carry on business in the ordinary course. Buyer agrees to cooperate with Seller by providing financial information requested by Seller. Buyer agrees to disclose other information as requested by Seller to enable Seller to make credit decisions.

3. WARRANTY: The Seller warrants that Warranted Goods shall not fail to function in accordance with the seller’s specifications because of defects in material or workmanship, for one year from the date of purchase. The foregoing warranty is expressly in lieu of all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, or any other matter with respect to the goods are excluded and shall not apply to the goods sold. The warranty undertaking in this agreement does not apply to any goods that have been subjected to accident, disaster, loss or damage during shipment, neglect, misuse, improper installation, corrosive atmosphere harmful to electronic circuitry, excessive electromagnetic fields, failure or insufficiency of electrical power or unusual electrical surge or shock, nor to dysfunction or malfunction of, or caused by, any other equipment or device (other than equipment or devices you have purchased from us) to or in which such goods have been attached or installed.

Seller’s employees, agents and/or representatives may have made oral statements about the goods sold or to be sold. Such statements DO NOT constitute warranties and ARE NOT part of a sales Contract. Seller’s liability to Buyer, their agents, employees, customers, assigns, successor or other related parties for any and all losses or damages resulting from Seller’s breach of a sales Contract, whether in tort or in contract or otherwise, shall be limited to the replacement of a like quantity of goods sold and IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR CONTINGENT DAMAGES (including, without limitation, loss of anticipated profits, business interruption, loss or use or revenue, litigation costs, cost of capital, Buyer’s fixed costs, or avoidable costs).

4. TAXES: In addition to the purchase price listed on Seller’s Price Quotation and/or Invoice, Buyer shall reimburse Seller the amount of all federal, state, local or foreign governmental taxes, excises, duties and/or other charges (excepting taxes on or measured on Seller’s net income) that the Seller may be required to pay with respect to the production, sale or transportation of any material delivered by Seller.

5. FORCE MAJURE: Deliveries of material covered by Buyer’s order may be delayed or suspended by the Seller in the event of an Act of God or Public Enemy; war; riot; fire; explosion; accident; flood; mechanical breakdown; embargo; sabotage; terrorism; Seller’s inability to obtain fuel, power, raw material, labor, supplies, containers or transportation; governmental laws, regulations, orders or other actions; national defense requirements; labor trouble, strike, lockout or injunction; any of which event(s) prevent the manufacture, shipment or delivery of the goods or other events beyond the reasonable control of Seller. In no event shall Seller be required to purchase goods from other sources to fulfill the Buyer’s order nor shall Seller be responsible for any costs, losses or damages of any kind or nature whatsoever, whether direct, indirect or consequential, suffered by buyer due to delay or failure to perform as a result of any such occurrence. Seller may during the period of shortage due to any of said causes, allocate its supply of raw materials, goods, and/or labor among itself, for its own manufacturing uses, and its customers in such manner as Seller, in its sole judgment, may deem practical and/or reasonable, without liability for any failure to perform under any Buyer’s order.

6. RETURNS: No material may be returned to Seller without prior permission. Buyer must first receive a Material Authorization Return number and all returned material must be shipped prepaid.

7. ASSIGNMENT OR TRANSFER: Buyer may not assign or transfer, in whole or in part, any of its rights or obligations under Seller’s Price Quotation and/or Sales Contract.

8. JURISDICTION, ARBITRATION: All provisions of this sale shall be governed by and construed under the laws of the State of Tennessee. Seller shall have the right to bring suit in any court of competent jurisdiction to collect any amounts owed by Buyer to Seller, together with attorneys’ fees and other costs of collection. Any and all other disputes, complaints, controversies, claims and grievances arising under, out of, in connection with, or in any manner related to this sale or the relationship of the parties hereunder shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any decision and award of the arbitrator shall be final, binding and conclusive upon the parties and said decision and award may be entered as a final judgment in any court of competent jurisdiction. Notwithstanding said Rules, any arbitration hearing to take place hereunder shall be conducted in Bartlett, Tennessee before one (1) arbitrator who shall be an attorney who has substantial experience in commercial law, unless Buyer and Seller mutually agree otherwise. The fees and expenses of the mediator shall be split and paid equally by Buyer and Seller. Buyer and Seller shall pay its own attorneys’ fees, costs and expenses of such arbitration. Either party may apply to any court of competent jurisdiction for injunctive relief or other interim measures in aid of the arbitration proceedings, or to enforce the arbitration award, but not otherwise. The arbitrator shall not be authorized or empowered to award punitive, exemplary, consequential or special damages or attorneys’ fees and Buyer and Seller expressly waive any claim to such damages or fees.