TERMS AND CONDITIONS OF SALE

This material is quoted, and will be sold if ordered, subject to the mutual agreement that the following
terms and conditions apply:

1.  The prices and terms on our quotations are not subject to change either verbal or via purchase order unless approved in writing by Ortech, Inc. Prices are based on cost and conditions existing on the date of the quotation and are subject to change by Seller before final acceptance. Typographical errors are subject to correction.
2.  Payment terms are as follows: The privilege of N30 or other specified terms is offered to customers who have submitted a satisfactory credit application with references. Net 30, according to our interpretation, means payment is due within 30 days of the invoice date or
   according to the other agreed upon specified terms.
   Other acceptable forms of payment are Visa, MasterCard or American Express. The credit card is charged at the time of shipment.
   For international and proforma orders: All international orders must be paid in advance via a wire transfer or credit card. International orders paid by credit card are not subject to any additional service fees. International orders paid by a wire transfer will be charged a $30.00 bank service fee.
   Minimum order requirements are according to what has been stated on the quote provided.
3.  Taxes- Buyer is responsible for the ultimate payment of all taxes which may be assessed or levied on or on account of materials sold hereunder to the Buyer. Prices are subject to change due to any Federal or State laws taxing raw or processed materials or governing the working hours or compensation of labor.
4.  Packing and Loss or Damage in Transit – Materials will be packed for shipment in a manner suitable to the method of shipment specified by Buyer, or to the method selected by Seller in the absence of instructions. Risk of loss or damage to materials in transit is upon the Buyer.
5.  Delivery – Shipment schedules are approximate and are based on conditions at the time of acceptance. Seller will make every effort to complete shipment as indicated, but assumes no responsibility or liability for loss or damage by reason of delay or inability to ship caused by acts of God, fires, floods, wars, embargoes, labor, disputes, acts of sabotage, riots, accidents, delays of carriers, subcontractors or suppliers, voluntary or mandatory compliance with any governmental act, regulation or request, shortage of labor, materials or manufacturing facilities, or any other cause or causes beyond Seller’s reasonable control. If, by reason of any of these things, Seller’s supplies of the materials covered hereby are limited, Seller shall have the right to prorate the
   available supply in such manner as it, in its discretion determines.
6. Partial Deliveries – Partial deliveries shall be accepted and paid for at contract prices on maturity of bills therefore. If any part of the material is not delivered by the Seller or is not in accordance with the order, the order for the remainder of the material and the buyer’s obligation there under shall not be affected thereby. The Seller may, at its option, replace any or all returned material within a reasonable time after it is finally determined that the returned goods are not in accordance with the contract; and in such even the Seller shall not be liable for any damages
7. arising from the defective delivery or delay caused thereby.
8. Manufacturing – If any of the goods covered by this Order are to be manufactured in accordance with drawings and/or specifications provided by Buyer (the “Specifications”), Ortech, Inc. shall manufacture the goods strictly in accordance with the Specifications. Buyer may make changes to the Specifications at any time upon reasonable advance notice to Ortech, Inc. If such changes result in delay or additional expense to Ortech, Inc. or unusable raw materials, WIP or finished goods, or such changes result in the obsolescence of any goods or materials, an equitable adjustment of price and delivery schedule will be made.
9. Quantity Modifications – If the goods provided to Buyers under this Order are custom goods, Ortech, Inc. reserves the right to over or under ship by ten percent (10%) of the ordered quantity for any given shipment, until the Order is complete, and bill Buyer for the amount actually shipped. Nothing herein shall relieve either party from fulfilling the obligations set forth herein.
10. Inspection on Arrival – the Buyer shall inspect the material immediately on its arrival and shall within seven (7) days of its arrival give written notice to the Seller of any claim for quantity discrepancy or breakage. Buyer shall fully inspect all parts and materials, for conformity with the terms of the contract, within 30 days of arrival. Furthermore, the Buyer agrees to return nonconforming materials to Ortech, Inc. within thirty (30) days of delivery. Ortech, Inc. shall have no liability hereunder if the Buyer fails to respond within these time frames.
11. Standard Warranty – Except as otherwise indicated, Ortech, Inc. warrant to the Buyer that the items sold by this Order hereunder are free from defects in material and workmanship and meet applicable specifications. Ortech, Inc.’s warranty of any product shall not apply if (i) the product is not stored or handled appropriately, (ii) the defect of the product resulted from damages occurring after delivery of the product. Ortech, Inc. shall have no liability for parts scratched, chipped or damaged in any way unless those parts were reported as received as such within seven (7) days of delivery. Ortech, Inc, at its option, shall either (i) rework or remake the defective product, or (ii) refund the purchase price.
12. Termination – Each party will have the right to terminate this Order (i) upon a material breach by the other party of any term or condition stated in this Order, provided that the non-breaching party gave the breaching party written notice of the breach and the breaching party failed to cure
    such breach, or present the non-breaching party with a plan to cure the breach, within ten (10) days after the breaching party’s receipt of the written notice of such breach, or (ii) in the event the other party becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. In the event that Ortech, Inc. finds that Buyer has breach any other order or contract that Buyer has with Ortech, Inc, Ortech, Inc. may terminate this Order, in whole or in part. Buyer will remain liable under this Order in the event of such termination by Ortech, Inc.
    Ortech, Inc. may also terminate this Order or suspend performance or deliveries under this Order if the costs incurred by Ortech, Inc. in performing its obligations under this Order exceed the amounts paid by Buyer to Ortech, Inc. for goods and services supplied under this order.
    In the event of any early termination or cancellation of this Order by Buyer for any reason, in addition to any remedies available to Ortech, Inc. under law or under this Order (including this section 11), Ortech, Inc. shall be entitled to payment for all work performed through the date of termination, plus reimbursement of all costs for materials, tooling, WIP, shipping, transportation, handling, and labor incurred by Ortech, Inc through the date of termination. All materials, tooling, and other items or property purchased by Ortech, Inc. through the date of termination shall remain Ortech, Inc. property and shall not be transferred to or become the Buyer’s property upon termination or upon any payment made by Buyer in connection with termination.
13. The foregoing warranty and remedy are exclusive and Ortech, Inc. shall have no other liability under any other warranty express or implied either in fact or by operation of law, statutory or otherwise. Ortech, Inc. shall have no liability for special or consequential damages of any kind and from any cause arising out of the installation or use of any item.
14. Indemnity – The Buyer will protect and indemnify the Seller against all claims for damages or profits arising from infringement of patents, designs, copyrights or trade-marks, with respect to all goods manufactured, either in whole or part, to the Buyer’s specifications.
    Buyer further agrees to protect, indemnify, and hold harmless Seller against all claims for damages which may arise out of the injury to persons or property caused by the misfeasance or nonfeasance of Buyer in the use of the goods and materials quoted and sold pursuant to this agreement. The indemnities contained herein with respect to infringements and injury to person or property shall include an indemnity for attorney’s fees and court costs, as well as for any damages arising out of any transaction related to the material herein quoted and sold.
15. Dies, Tools or Fixtures – Invoices covering dies, tools and fixtures, whether of a mechanical, electrical, electronic or optical nature, do not convey any title or interest to the Buyer. Only a portion of such cost is ordinarily charged the Buyer, while the Seller assumes the remainder and provides engineering time and experience in their design. For these reasons, dies, tool and fixtures remain the property of the Seller and are not removable from the Seller’s factory.
16. Modifications – No deletion, amendment or addition to the terms hereof shall be affected by the acceptance or acknowledgement of a purchase order or other forms unless expressly agreed to in writing signed by an authorized representative of the Seller. All orders are subject to acceptance or rejection by Ortech, Inc.
17. Confidentiality – Buyer agrees that it will not disclose the contents of this Order to any unrelated party without the written consent of Ortech, Inc.