TERMS AND CONDITIONS

1. AGREEMENT. The contract of sale resulting from Corteks Systems Incorporated’s documentation together with these terms and conditions (“Agreement”) constitutes the entire agreement between the parties herein, except as modified in writing signed by both Corteks Systems and the Purchaser. Any terms in a purchase order, irrespective of their materiality which are either different from or additional to Corteks Systems conditions of sale, are objected to and are excluded unless Corteks Systems expressly agrees in writing to such terms. Execution of such forms by Corteks Systems to accommodate Purchaser’s procurement or accounting procedures or to evidence agreed upon change orders shall not be construed as assent to Corteks Systems conditions of sale. This Agreement shall be binding upon Purchaser and Corteks Systems and on their successors and assigns.
2. PROPOSAL OR QUOTATION. A proposal shall not become binding upon Corteks Systems until it has been executed and returned by Purchaser. An oral quotation shall not be considered an offer: only a written confirmation thereof incorporating Corteks Systems' terms and conditions shall constitute anoffer.
3. CREDIT. Credit terms of payment must have the approval of Corteks Systems' Credit Department and must be specified in writing on Corteks Systems invoice. The Purchaser grants to Corteks Systems a security interest in all products and parts sold hereunder and all proceeds to secure the full payment and performance by the Purchaser of its liabilities and obligations to Corteks Systems. The Purchaser acknowledges that this document or copies of this document or any other appropriate instrument may be filed by Corteks Systems with the appropriate authorities as a financing statement and agrees to execute and deliver such other documents as Corteks Systems may request in order to perfect its security interest. If Purchaser’s credit is found by Corteks Systems to be unsatisfactory, Corteks Systems may rescind or terminate a purchase agreement. If, at any time, the Purchaser’s financial responsibility or financial condition becomes impaired or unsatisfactory to Corteks Systems, Corteks Systems reserves the right to stop shipment on notification to Purchaser. Corteks Systems will notify Purchaser promptly of its decision to stop shipment and give an advance notice to the extent this is possible. In the absence of credit terms, sales are for cash or credit card prior to shipment.
4. PAYMENT. Specific terms of payment will be Net 30 days as set forth on the quotations and invoices submitted by Corteks Systems. These terms and conditions constitute the final, complete and exclusive statement of the agreement between Corteks Systems and the Purchaser.
5. INTEREST AND COSTS. Purchaser agrees to pay interest at 1 ½% per month (to the extent permitted by law) on all delinquent balances if and when assessed by Corteks Systems and any attorney’s fees or court costs arising out of and made necessary in collection of its obligation to Corteks Systems created by this agreement.
6. TAXES. Any federal, state or local tax assessment, fee, duty or charge hereafter imposed on or measured by the products purchased hereunder shall be for Purchaser’s account unless Purchaser furnishes Corteks Systems an acceptable exemption certificate from such tax, fee, duty or charge prior to shipment.
7. CANCELLATION. If Purchaser desires to cancel or change any portion of this agreement or purchase order, he must make such request in writing to Corteks Systems. Corteks Systems may, in its sole discretion, accept or reject any such request. If accepted, the Purchaser nonetheless must take delivery and make payment to Corteks Systems for all material manufactured and in process of manufacture at time of notice, and all special materials ordered at time of notice and for which Corteks Systems must take delivery, unless otherwise agreed by Corteks Systems in writing. All such materials must be removed from Corteks Systems' premises within 30 days after payment and payment will be due at time of notice. Corteks Systems also reserves the right to charge a cancellation fee in the event of cancellation by the Purchaser of any order placed in Corteks Systems' shipping schedule and acknowledged by Corteks Systems.
8. DELAYS. All orders are accepted subject to Corteks Systems' ability to make delivery at the time and in the quantities specific, and Corteks Systems shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Purchaser shall be liable for any added expenses incurred by Corteks Systems because of Purchaser’s delay in furnishing requested information to Corteks Systems, delay resulting from order changes by Purchaser, or delay in unloading shipments at delivery point.
9. SHIPMENT. Purchaser shall be liable for all the transportation charges and such charges may include, but is not limited to, carriers’ charges for notification prior to delivery, demurrage, delay in unloading, diversion, or reconsignment.
10. TITLE. Title to product transfers at Corteks Systems' shipping dock. Terms are ex works, Holliston, Massachusetts which will be clearly set forth in the shipment terms of the quotation and/or invoice. Purchaser is responsible for proper protection of product, placement, compliance with all regulations and ordinances, and will indemnify Corteks Systems against all claims for personal injuries or property damage arising from the storage, use, maintenance or handling of such products.
11. IN TRANSIT CLAIMS. Claims for damage or shortage in transit must be made against the carrier by the Purchaser according to the ex-works terms of the agreement. Purchaser has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim.
12. CLAIMS. Notice of claims against Corteks Systems hereunder for any reason, must be made to Corteks Systems in writing promptly after discovery and within any applicable warranty period. Failure to give such notice to Corteks Systems shall constitute a waiver by Purchaser of any right later to assert such a claim.
13. RETURNS. Returned goods shall be accepted for credit only if in salable condition and only with evidence of Corteks Systems' prior written consent. Credit will not be issued for product that is obsolete or was shipped by Corteks Systems more than twelve months prior to its return. Corteks Systems will assess charges for freight both ways and any costs necessary to restore such goods to the regular plant inventory. The amount of credit given will depend further upon the degree of salability of products accepted in opinion of Corteks Systems. A minimum restock fee of 15% will be assessed to all returned goods.
14. PATENTS. Corteks Systems agrees to defend against loss or damage arising out of any legal action for patent infringement in connection with the manufacture of its products, provided Corteks Systems is notified promptly of any such action with complete information and is given an opportunity to defend.
15. LIMITED WARRANTY STATEMENT; EXCLUSIVE REMEDY. Abuse or improper handling or maintenance of parts, equipment, or services will void this warranty EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CORTEKS SYSTEMS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER, AND  EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT, ANY WARRANTIES AS TO DESCRIPTION OR QUALITY AND WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, USE OR TRADE. THE EXPRESS WARRANTIES MADE HEREUNDER ARE MADE IN LIEU OF ALL OTHER WARRANTIES OR REMEDIES. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. TO THE EXTENT PERMITTED BY LAW, Corteks Systems WILL NOT BE LIABLE TO THE PURCHASER OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LOSS OF REVENUE, WHETHER ARISING OUT OF ANY OF THE PRODUCTS OR PARTS PURCHASED FROM Corteks Systems OR OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OROBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. REPAIR WARRANTY. a.Product repaired under warranty – Replacement parts will carry a six (6) month limited warranty from the date of shipment from the factory or Authorized Distributor or the balance of the original warranty, whichever is longer. b.Product repaired out of warranty – Replacement parts will carry a six (6) month limited warranty from the date of shipment from the factory or Authorized Distributor.
17. PROPRIETARY MARKINGS. The Purchaser agrees to ensure that all copyright, trademark and other proprietary notices of Corteks Systems affixed to or displayed on the products or any parts thereof will not be removed or modified.
18. EXPORT PROHIBITION. The Purchaser acknowledges that its exportation of the products or any parts thereof sold hereunder may be subject to compliance with various export laws, rules and regulations which restrict the export of certain products and technical data. Accordingly, the Purchaser warrants and represents that it will not export the products or any parts thereof sold hereunder outside the United States, either directly or indirectly, and shall not disclose technical data in any form to a foreign person (including foreign persons employed by the Purchaser), without full compliance of applicable export laws, rules and regulations. Proof of compliance is the sole responsibility of Purchaser and must be provided to Corteks Systems upon request prior to acceptance of orders or shipment of products.
19. AGENT’S AUTHORITY. The Purchaser agrees that no agent, employee or representative of Corteks Systems has authority to bind Corteks Systems to any affirmation, representation, or warranty concerning any of products or any parts thereof other than those warranties expressly set forth herein.
20. SOLE AGREEMENT. This Agreement is intended by the parties hereto as a final and complete expression of their agreement with respect to the products and any parts thereof sold hereunder, and shall supersede all prior understandings, writings, negotiations and agreements with respect thereto. The terms and conditions set out herein may be amended only by a writing signed by duly authorized agents of both parties hereto.
21. MODIFICATIONS. The Purchaser agrees that it will not attempt to modify the products or any parts thereof sold hereunder in any way or to reserve assemble or reverse compile such products or any parts thereof. Modifications to the product void all warranties.
22. RIGHTS TO TECHNOLOGY. Any and all intellectual property rights in the products or any parts thereof sold hereunder will remain the sole and exclusive property of Corteks Systems. Corteks Systems retains the entire right, title and interest in and to any and all intellectual property rights in such products and any parts thereof, including but not limited to, all trade secret, patent, copyright and trademark rights associated with such products and any parts thereof. No express or implied license is granted to the Purchaser relating to any of the products or parts thereof sold hereunder except for use of such products and parts in conformity with the use of the products and parts as intended by Corteks Systems.
23. PRIVACY. Corteks Systems does not collect any personal information unless it is voluntarily provided. Personal information that is collected is used to operate and deliver the services that were requested. Corteks Systems does not sell, rent, or lease customer information to third parties. Corteks Systems my disclose personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served; (b) protect and defend the rights or property of Corteks Systems; and/or (c) act under exigent circumstances to protect the personal safety of the users or the public.
24. LAW. This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of the Commonwealth Massachusetts, without taking into account any choice of law provisions. The U.N. Convention on Contracts for the International Sale of Goods does not apply. The Purchaser hereby (a) irrevocably and unconditionally submits for itself and its property, in any legal action or proceeding relating to or arising out of this Agreement, to the exclusive jurisdiction and venue of the courts of the Commonwealth of Massachusetts, the courts of the United States of America in Massachusetts and the appellate courts from any thereof, and (b) agrees that any such action or proceeding may be brought in such courts.
25. GOVERNMENTAL REGULATIONS. Corteks Systems warrants that it shall comply with each applicable code, law, regulation or ordinance of the United States, a state or any other governmental authority or agency and each applicable Executive Order in all material respects in the manufacture or sale of the items covered by this Agreement and warrants that the equipment, supplies and/or articles covered thereby conform with all such applicable requirements in all material respects. The Equal Opportunity Clause required under Executive Order 11246, the affirmative action commitment for disabled veterans, recently separated veterans, other protected veterans and Armed Forces service medal veterans set forth in 41 CFR 60-250.0(a), 41 CFR 60-3005(a), the affirmative action clause for individuals with disabilities, set forth in 41 CFR 60-741.5(a) and related regulations of the Secretary of Labor, 41 CFR Chapter 60, are incorporated by reference in this Agreement. By accepting this Agreement, Corteks Systems certifies that it complies with the authorities cited above, and that it does not maintain segregated facilities or permit its employees to perform services at locations where segregated facilities are maintained, as required by 41 CFR 60-1.8.
26. UNITED STATES BUREAU OF INDUSTRY AND SECURITY.  The United States Bureau of Industry and Security (BIS) is responsible for creating and monitoring export regulations to advance foreign policy, and economic objectives by ensuring an effective export control and treaty compliance system which directly affect Corteks Systems and our sales partners. All parties to U.S. export transactions, both domestically and abroad, must ensure their exports fully comply with all statutory and regulatory requirements. Compliance not only involves controlled goods and technologies, but also restrictions on shipping to certain countries, companies, organizations, and/or individuals. The B.I.S. has actively monitored and enforced these regulations resulting in substantial fines and export restrictions levied against pump manufacturers. Any organization or individual engaged in the exportation of Corteks Systems products must follow all applicable export regulations to avoid criminal and/or civil penalties. Failure to comply with these regulations may result in severe consequences for Corteks Systems and all of our sales partners. Corteks Systems has established export control policies to ensure our sales activities comply with all applicable export laws and regulations, and expect our sales partners to be familiar with these regulations and act accordingly. For more information please contact Corteks Systems or visit the B.I.S. website at http://www.bis.doc.gov/.