1. THIS CONTRACT SUPERSEDES FOR ALL PURPOSES ALL PRIOR CORRESPONDENCE. BUYERS ORDER OF CONFIRMATION WHETHER ISSUED BEFORE OR AFTER THIS CONTRACT, AND ANY PART OR FUTURE ORDER CONFIRMATION OR CONTRACT OF ANY AGENT OF EITHER PARTY WITH RESPECT TO THE MERCHANDISE COVERED BY THIS CONTRACT. No waiver by Seller of any default or breach shall be deemed a waiver of any other, prior or subsequent default or breach.
     
2. These commodities will not be used directly, or indirectly in the production of Weapons of Mass Destruction. Weapons of Mass Destruction include but are not limited to Nuclear, Missile Technology, Chemical and Biological Weapons and Advanced Conventional Weapons Technology.
     
3. Orders are binding on both parties upon acceptance by Seller in writing on its acknowledgment form, and until so accepted, Seller reserves the absolute and unqualified right to reject the same.
     
4. Material in stock is offered subject to prior sales.
     
5. Materials furnished hereunder shall be within the tolerances, limits and sizes established by applicable industry specifications, unless specified otherwise by Buyer.
     
6. Buyer shall indemnify Seller for any patent infringement arising out of the use of the material, which is the subject of this order.
    
7. • No representative of the Seller is authorized to make any warranties, promises or representations as to any product and none shall be binding upon the Seller except as expressly set forth herein.
       
   • All goods sold are warranted to be free from defects in material and workmanship on the date of delivery of the materials to the F.O.B. point stated. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED WITH RESPECT TO THE GOODS DOLD HEREUNDER WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER. Seller’s only obligation is to replace goods that are proved defective within one (1) year after date of delivery, but always provided the product receives normal and proper use, and due care in handling is exercised. If the goods purchased show defects in material or workmanship within one (1) year after date of delivery, Buyer must discontinue use thereof and must promptly notify Seller, so that the matter may be investigated and material inspected and examined by the Seller without interference or delay.
       
   • UNDER NO CIRCUMSTANCES OR CONDITIONS SHALL SELLER BE LIABLE OR RESPONSIBLE FOR ANY CLAIM OF ANY BUYER FOR COSTS, EXPENSES, DIRECT OR CONSEQUENTIAL DAMAGES BEYOND THE PRICE OF THE GOODS PURCHASED AND NOT CHARGE FOR LABOR OR OTHER EXPENSES REQUIRED TO REPAIR OR TO REPLACE DEFECTIVE GOODS OR OCCASIONED BY THE SAME WILL BE ALLOWED IF GOODS ARE DEFECTIVE AND NOTICE GIVE AS HEREIN ABOVE PROVIDED. THE MEASURE OF DAMAGES AS AFORESAID, SHALL BE LIMITED TO THE PRICE OF THE DEFECTIVE MATERIAL. MATEIAL REPLACED BY SELLER PURSUANT HERETO SHALL BECOME THE PROPERTY OF SELLER AND AT SELLER’S REQUEST SUCH MATERIAL SHALL BE RETURNED TO SELLER F.O.B. DESTINATION AS DETERMINED BY SELLER.
       
   • Materials not of Seller’s manufacture are warranted only to the original manufacturer. Buyer acknowledges that the Seller makes no other representations or warranties. Buyer shall give the Seller prompt oral and confirmed written notice of products, which Buyer considers to be defective in workmanship or material. Seller shall then instruct the Buyer concerning the repair or return thereof and the issuance of appropriate credits.
        
8. Claims for shortages or erroneous charges must be made within ten (10) days after receipt of material by Buyer Absence of such notice constitutes waiver by the Buyer on all claims for shortages or charges.
    
   Claims for defective materials must be made within ten (10) days after receipt of material by Buyer. Absence of such notice constitutes a waiver by Buyer of all claims for defects. Defective material may not be returned until inspected by Sell at Buyer’s facility, and only when specific written instructions are given by the Seller. Granting the Buyer the “Authority” to return goods will not be construed to signify the acceptance of the goods themselves or the Buyer’s claims, but will only signify “Authority” to physically return the goods so that they may be reinspected and so that proper disposition of the Buyer claim may be made after such inspection. Seller reserves the right to return the goods to a Buyer, after such inspection with no credits to the Buyer, and with the Buyer to bear all handling and transportation charges. Authorization to a Buyer to return goods requires the use of the least expensive mode of transportation available unless otherwise specifically indicated on the Return Goods Authorization. The maximum time period between the original shipment of the goods and the request for “Authority” to return goods by the Buyer shall in no case exceed ten (10) days. No replacement order will be processed until final disposition has been made for the returned goods by the Seller’s Quality Assurance Department. No credit will be given or accounting entry made until such final Quality Assurance disposition has been made by Seller.

  
9. Special goods made to specifications must be inspected and accepted by buyer before shipment is made.
     
10. Orders accepted by Seller are not subject to cancellation. No material will be taken back, credited or replaced, except upon consent and upon terms and conditions agreed upon by the Seller in writing.
      
11. Seller requires from Buyer manufacturing instructions complete to Seller’s satisfaction before shipping promises can be made. Order or contracts are accepted subject to Seller’s ability to obtain necessary, raw materials, to Seller’s mill schedules, production limitations and in addition, but not limited thereto, acts of God or of belligerent powers, wars, sabotage, explosions, riots, civil commotion, military or naval arrests or restraints, governmental interference, regulations, restrictions, or embargoes, strikes, lockouts, differences with workmen, fire, floods, lightning, tornado or wind, shortage of labor, fuel, power, material or supplies. Insufficient transportation facilities or delays in transportation of products or supplies necessary for its production or treatment or accidents to plant or machinery at mines or plants where produced or other contingencies beyond Seller’s control whether similar or not similar to those specifically named, shall be a complete excuse for any delay traceable thereto and any contract entered into shall be deemed suspended to long as such causes prevent or delay execution thereof. Seller agrees to ship and Buyer agrees to accept deliveries in the regular course such causes have been removed.
       
12. Seller reserves a security interest in all goods and proceeds thereof to secure payment of Buyer’s obligations Such security interest is retained until Buyer’s indebtedness is paid in full. Buyer consent to the filing by Seller of this Agreement or financing statements pursuant to the Uniform Commercial Code or other applicable law to evidence or perfect Seller’s security Interest in the goods Buyer hereby authorizes Seller to make any such filing without Buyer’s signature At Seller’s request. Buyer shall join with Seller in executing such financing statements or other documents as may be necessary to accomplish the foregoing until payment in full for the goods is made. Seller shall, at any reasonable time and without notice or demand and without legal process be entitled to take possession of the goods Buyer hereby authorizes Seller, its agent or employees to enter the premises where the goods are stored and to remove such goods in the event that Buyer fails to make an payment required by this Agreement.
      
13. • Any controversy or claim arising out of or relating to this Agreement or a breach thereof, whether such claims are based on federal or state law and whether they are grounded in common law or statutory law, shall be settled exclusively by arbitration in New York City, New York in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) shall apply New York law in determining the rights, obligations and liabilities of the parties The arbitrator(s) shall not have the power to alter, modify, amend, add to or subtract from any term or vision of this Agreement, not to rule upon or grant any extension, renewal or continuance of this Agreement, nor to award damages or other remedies expressly prohibited by this Amendment.
        
    • In all other respects, the rules of the American Arbitration Association shall govern the arbitration.
        
    • The failure or refusal of either party to submit to arbitration in New York City, New York shall be deemed a breach of this Agreement, if either party seeks and secures judicial intervention requiring enforcement of this arbitration provision, such party shall be entitled to recover from the other party all costs and expenses including reasonable attorneys’ fees that it was thereby required to incur.
        
    • If as a matter of law the arbitration provision is not enforceable as to a particular claim brought by one party against the other then that claim shall be instituted solely in a state or federal court situated in the State of New York, County of New York For this purpose both Seller and Buyer hereby irrevocably consent to the personal jurisdiction of the federal and state courts located in the State of New York and waive any defense based upon improper venue, inconvenient venue or lack of personal jurisdiction.


14. The Seller reserves at any time the right to alter or suspend credit and/or to change credit terms provided herein when, in its sole opinion, the financial condition of the Buyer warrants it is such case in addition to any other remedies herein or by law provided cash payments or satisfactory security from the Buyer may be required by the Seller before shipment, or the Seller in its sale discretion may accelerate the due date of payment by the Buyer, under any contract or other agreement with the Seller. Seller reserves the right to possession of goods and the right to stop goods in transit and to demand payment before delivery. Failure to pay invoices at maturity date makes all subsequent invoices immediately due and payable irrespective of terms and the Seller may withhold all subsequent deliveries. The receipt by the Seller of any part less than the full amount shall not be a waiver of any rights of the Seller. Seller may decline to make a delivery on any order except for cash and shall so advise the Buyer Seller shall in such event make delivery on any order or against payment of cash on delivery at Seller’s factory or in advance of delivery whichever Seller may specify or Seller may at its option cancel the order or contract. If Seller shall institute any action for the enforcement of Buyer’s obligations to Seller there shall be immediately due from Buyer all cost and expenses of such action including but not limited to reasonable attorneys’ fees.
      
15. • Seller reserves the right to deliver to any of its warehouses or plants.
          
    • Delivery to F.O.B. point stated shall constitute delivery to Buyer or his agent, thereupon title shall pass to Buyer, and all risk of loss or damage shall be borne by Buyer.
          
    • If strike, embargo or any other cause beyond Seller’s control prevents delivery to F.O.B. point stated, title shall pass as soon as the goods have been set aside and earmarked for the Buyer by the Seller in such event payment shall be made in accordance with Seller’s invoice as thought the goods had been delivered.
        
    • Delivery or tender within 10% of the overage of shortage against total quantity shall constitute good and complete performance and be so accepted by Buyer. Delivery within 30 days of the time specified shall be deemed timely delivery. Thereafter shipment within three days after receipt by Seller of written notice of cancellation from Buyer shall continue timely delivery.
        
    • Seller reserves the right to make partial deliveries under this contract and each partial shipment shall be paid for separately as per invoice for same Should Buyer fail to pay for such partial shipment in accordance with invoice rendered. Seller at its option and without prejudice to any other lawful remedies may consider such failure a breach of the entire contract. The Seller’s failure to delivery any installments due or a defect in any delivery constitutes a severable breach only and Buyer cannot treat the entire contract a breached.
          
16. Any liability of Seller for non delivery of the whole or any part of merchandise under this contract shall be limited to the difference between the contract price of merchandise and the price the same or for a reasonably suitable substitute therefore in the open market at the time said merchandise should have been delivered hereunder, but whether or not such merchandise is available in the open market in no event shall Seller’s liability exceed an amount equal to ten percent (10%) of the contract price for the merchandise not delivered.   
    
17. The Seller’s prices do not include sales use excise or similar taxes, accordingly in addition to the price specified herein, the amount of any present of future sales, use or excise or other similar tax applicable to the sales of products shall be paid by the Buyer. In lieu thereof, the Buyer shall provide the Seller with all applicable tax exemption certificates.
    
18. All dies, tools, etc remain the exclusive property of Seller regardless of any charge made to cover labor and expenses involved in making or altering such dies, tools, etc.
     
19. Interest on all past due accounts will be charged at one and one-half percent (1 ½) per month on all amounts sixty (60) days past due.
    
20. Products are not returnable without written consent of the Seller. When returnable reels are returned in condition acceptable to Seller, credit will be issued with a period of four (4) months from date of Seller’s acceptance Credit will be issued at the prices charged Under no condition will credit be allowed on reels returned four (4) months from date of delivery from Seller to Buyer. When reels are returned Buyer shall included a bill of lading and an invoice of shipment.
      
21. There shall be no waiver, alteration, modification or change of any provisions or terms and conditions indicated above, except in writing signed by a duly authorized officer of the Seller.
      
22. Buyer shall neither assign any rights not delegate any duties under this Agreement nor any monies due hereunder without the prior written consent of Seller, which may be withheld for r and reason or for no reason.
      
23. • All notices and communications form Buyer regarding any transaction between Seller and Buyer must be addressed to the Seller at 900 Holt Avenue, East Industrial Park, Manchester New Hampshire 03109.
        
    • All notices and communications from Seller to Buyer regarding any transaction between Seller and Buyer shall be addressed to buyer at return address of order, unless Buyer notifies Seller otherwise.
        
       
24. Seller reserves the right to correct stenographic and other errors.
     
25. ANY ACTION OF ANY KIND AGAINST SELLER BY BUYER MUST BE COMMENCED WITHIN ONE YEAR FROM THE DAY OF SUCH RIGHT CLAIM, DEMAND OR CAUSE OF ACTION SHALL ACCRUE.
      
26. If any portion of this Agreement shall be or become legally void or unenforceable for any reason whatsoever, such invalidity and unenforceability shall not impair the validity or Enforceability of the other provisions hereof.

All data is for reference only and is subject to change.

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