TERMS AND CONDITIONS OF SALE

ALL QUOTATIONS AND SALES BY WALKER SCIENTIFIC, INC.

HEREAFTER CALLED “COMPANY” ARE MADE ON THE FOLLOWING TERMS AND CONDITIONS:

I. TERMS AND CONDITIONS

Products furnished and services rendered by Company are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions on Customer’s order, Company’s performance of any contract is expressly made conditional on Customer’s agreement to Company’s Terms and Conditions of Sale unless otherwise specifically agreed to in writing by Company. In the absence of such agreement, commencement of performance and or delivery shall be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions, or any of them.

2. QUOTATIONS AND THEIR ACCEPTANCE

Unless otherwise specified, quotations on stock products are for immediate acceptance, subject to prior sales. Quotations on special products or services are made subject to acceptance within thirty (30) days thereof, but in making such quotations, Company reserves the right to change or cancel them at any time prior to the receipt of Customer’s written acceptance. All quotations are made FOB. shipping point. Upon request, Company, in its discretion, may furnish as an accommodation to Customer technical advice or assistance regarding the goods or services. Company assumes no obligation or liability for the advice or assistance given or results obtained, which shall he at Customer’s sole risk.

Company is not obligated to perform any services, including repeat testing or failure analysis, not specifically covered by quotation, without compensation in addition to that therein proposed. The prices therein set forth are valid only for the purposes of this sale and shall not be binding upon Company as the basis for pricing subsequent or repeat sales or services. Any details or breakdowns of the prices therein proposed are provided for information purposes or for the establishment of bidding schedules, and are not binding upon Company as the basis for pricing increments of the total task or for pricing subsequent repeat sales or services, unless so specified.

3. PRICES

Prices are in accordance with current Company price lists where applicable, are based on quantity specified and are subject to Company’s minimum order requirements. In the event Company consents to the cancellation or suspension of orders, it shall be entitled to charge for work done and material ordered or used until the time of giving its written consent to such cancellation or suspension. When work is to be done on material furnished by Customer, prices are based on the quantity specified being delivered by Customer at one time within a reasonable time after acceptance of order. Prices, specifications, and terms and conditions, as well as all statements appearing in Company’s catalogs and advertisements, and made elsewhere by Company are subject to change without notice. Changes by Customer in specifications or delivery requirements will be subject to change in price. Increases in labor, freight or material costs before completion of performance by Company may be invoiced to Customer. An order surcharge may apply where the Company chooses to accept an order where the net price amounts to less than the minimum order requirement.

4. CREDIT TERMS

To those customers and prospective customers whose credit is satisfactory to Company, terms are net thirty (30) days from date of invoice. Company may at any time when, in its opinion, the financial condition of Customer or prospective customer warrants it, either alter or suspend credit, or discontinue deliveries, and render a charge covering the value of any partially finished special products which are then being manufactured for Customer. If Customer defaults in any payment when due, Company reserves the right to defer delivery or cancel unfilled orders without prejudice to other lawful remedies. Payment of Company invoices by Customer shall not be delayed by, or contingent upon, approval or payment of Customer’s customer or any other third party. Customer shall take no deductions from or apply any credits to amount due other than authorized credit memos issued by Company. For those instances where credit is not established or maintained to the satisfaction of Company, a deposit up to 100% of total value of the order is required. Remittances should be made by check, money order, credit card or electronic funds transfer payable to Walker Scientific, Inc. 10 Rockdale St. Worcester MA. 01606 U.S.A or as specified on the invoice.

To secure payment of all sums due Company hereunder or otherwise, Company retains a security interest in any goods delivered hereunder and this contract shall be deemed to be a security agreement under the Uniform Commercial Code. Customer authorizes Company as its attorney to execute and file on Customer’s behalf all documents Company deems necessary to perfect such security interest. Company is relying upon Customer’s representation of solvency and if Company at any time reasonably believes Customer to be insolvent or that Customer’s credit is impaired, Customer shall be in material breach hereof and Company may, without liability to Company, withhold performance hereunder, change the payment terms and or repossess goods theretofore delivered. Title to the goods covered hereby shall remain in Company until full payment is received. Company may charge Customer a service or late charge in an amount not greater than allowed by law, and if Customer fails to make payment when due, Customer shall be liable to Company for all costs of collection, including attorneys’ fees.

5. MATERIAL FURNISHED BY CUSTOMER

Unless otherwise specified, quotations are based on material furnished by Customer being of ordinary composition, normal allowance for finish, uniform specification, and being of ordinary commercial accuracy, acceptability and finish. If material furnished by Customer involves Company expense not contemplated by the contract, Customer will be charged for all such additional expense. If serious defects are found in the material furnished by Customer. Customer will be charged for the actual work done. Company assumes no responsibility for, and will not be liable for loss of or damage to samples, blueprints, diagrams, and other material of any nature submitted or furnished by Customer or prospective customer provided Company has exercised reasonable care in the handling of the same. Company will not be liable for damage to Customer supplied material resulting from malfunction, failure or inability of Customer supplied material to meet specified performance requirements, Company does not assume transportation and insurance costs on any of the foregoing items. In all cases where Customer or prospective Customer makes no statement in writing, concerning the disposition of any of the foregoing material when submitted, Company reserves the right to dispose of such material according to its best judgment. Customer agrees that in appropriate situations, Company is authorized to substitute one manufacturer’s product for the equivalent product of another manufacturer without prior notice to Customer.

Company uses reasonable care in performing services. However, damage caused to persons or property by material provided by Customer to Company shall be the responsibility of Customer.

If the work to be performed hereunder is directly or indirectly related, attributable, or chargeable to a contract, subcontract, or program with, or on behalf of, the Department of Defense, NASA, or any other agency of the United States Government, Company’s liability for damage, loss or injury to Customer supplied materials or other equipment furnished by Customer shall be governed by the provisions of FAR-52.245-2 (April 1984) or FAR-52.245-5 Subparagraph (c), and (g) (January 1986) as applicable to negotiated contract. Applicable to the language thereof, “Contractor” shall be construed to mean Company and “Government Furnished Property” shall be construed to mean “Property furnished by Customer.”

6. DIMENSIONS

When dimensions of finished products are not clearly specified, quotations are based on ordinary dimensions. Customer shall provide an allowance of extra materials to cover possible spoilage. Unless otherwise specified, dimensions are in inches.

7. SAMPLES AND PROTOTYPES

Samples are representative of product or service to be provided but are not guaranteed to be identical in composition or construction.

8. TAXES

If any tax is at any time levied or imposed by the federal or any state or local government, or any other taxing authority, upon the products or services covered hereby, or in respect of the production, processing, manufacture, storage, sale, use, or consumption thereof, or, in the case of goods or services delivered at Company’s expense, upon the transportation thereof, including freight charges thereon, such tax shall be borne by Customer. In those states where Company does not have responsibility to collect sales tax, the taxes may not be billed. If taxes due are not billed, Customer is responsible to remit any taxes due to the proper authorities. Company will accept a valid exemption certificate from Customer if applicable; however, if any exemption certificate is not recognized by the taxing authority involved and Company is required to pay the tax covered by such exemption certificate, Customer shall be required to promptly reimburse Company for the taxes so paid.

9. SHIPMENTS

All shipments for products manufactured or sold by Company or components tested by Company are made FOB. shipping point (subject to freight allowance under conditions stated in separate price schedules). When ordering, Customer’s desired method of shipment must be clearly stated. Where instructions for shipping do not appear on the order, shipment will be made according to Company’s best judgment. Full risk of loss (including transportation delays and losses) shall pass to Customer upon delivery of the products to FOB. point. Unless otherwise instructed, all parcel post shipments are insured at Customer’s expense. Parcel post shipments without insurance are at Customer’s risk. Deliveries by courier or messenger service to a terminal are made at Customer’s risk and expense. Partial shipments shall be permitted and Company may invoice each shipment separately.

10. CHANGES OR CANCELLATION BY CUSTOMER

Customer may change or cancel orders or contracts only upon written notice to Company and payment of reasonable charges including (1) the price of goods and services completed prior to Company’s receipt of such notice; (2) all Costs, incurred by Company including non-cancelable commitments, in connection with the sale and delivery of goods or services together with reasonable profit thereon; and (3) the expenses incurred by Company by reason of such change or cancellation.

In case of the refusal or inability of Customer to accept any shipment in accordance with the terms of the order, Customer shall be liable for freight, express, storage, extra cost of handling and all other expenses incurred by Company as a result of such refusal or inability.

11. DELAY OR NONPERFORMANCE

Company shall not be liable for any delay or loss of any nature or failure of performance due to or caused by fire, flood, strike, or other differences with workers, accidents, labor, material or transportation shortages, war (declared or undeclared), insurrection, riot, or by any governmental orders or regulations, legal interferences or prohibitions, defaults on the part of suppliers or other causes beyond Company’s reasonable control. Delivery is premised on timely receipt of Customer’s purchase order, and if applicable, Customer supplied materials and controlling specification documents at Company’s facility. Production and delivery of goods or performance of services is predicated on a normal 8-hour day, 5-day work week basis. Any and all offers to provide goods or services are subject to prior commitment of equipment and personnel and no such offer shall be construed as requiring Company to expand existing facilities, staffing or work week without prior arrangement. Shipping, delivery or performance dates are approximate and are not guaranteed. If manufacture or shipment of product or performance of services are delayed by Customer or due to failures of materials supplied by or specified by Customer, Company reserves the right to invoice Customer for all materials purchased, services performed, expenses incurred and storage of delayed products and Customer agrees to pay within Company’s credit terms.

12. CLAIMS AND REJECTED MATERIAL

Products manufactured or sold by Company are not returnable except with Company’s prior written consent. To reject products as defective, customer must notify Company in writing within ten (10) days from receipt of the products. Before allowing or rejecting claim, Company shall have the option of reinspection at Customer’s location or its own. Defects that do not impair function shall not be a cause for rejection. Company shall have the right to replace within a reasonable time any product or products which in its opinion do not conform to the order. No claim will be allowed for any products damaged by Customer or damaged in transit. Expenses incurred in connection with claim for which Company is not liable, will be charged to Customer. Company will not be responsible for any work done to correct errors unless such work is authorized by the written consent of Company. Company assumes no liability for any claim for infringement of any foreign or domestic patent.

13. LIMITED WARRANTY

Company warrants that products manufactured or sold by it shall be free from defects in material and workmanship. Any products which shall within twelve (12) months of sale, (with the exception of Magnetizing Fixtures of 90 days) be proved to Company’s satisfaction to have been defective at the time of delivery in these respects will be replaced, repaired or refunded by Company at its option. Freight is the responsibility of Customer in such event. All returns of products must comply with Company’s Return Material Authorization (RMA) procedure. Company’s liability under this limited warranty is limited to such replacement, repair or refund and it shall not be held liable in any form of action for direct or consequential damages to property or person. This warranty does not apply to Customer supplied material or products.

For calibration services, Company warrants that calibrated equipment will remain in calibration for a period not to exceed ninety (90) days. However, equipment that fails to operate and/or requires repair after return to Customer is not subject to warranty.

For Repair services, Company warrants that repairs made to equipment will be warranted for a period of 30days.

For test and evaluation services, Company warrants that the test data reflects the result of tests which it performed and makes no other warranty, expressed, implied, or otherwise.

THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER

WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, MERCHANTABILIY, OR

FITNESS FOR A PARTICULAR PURPOSE, AND SUPERSEDES AND EXCLUDES ANY ORAL WARRANTIES

OR REPRESENTATIONS, OR WRITTEN WARRANTIES OR REPRESENTATIONS, NOT EXPRESSLY DESIGNATED IN

WRITING AS A “WARRANTY” OR “GUARANTEE” OF COMPANY, MADE OR IMPLIED IN ANY MANUAL,

LITERATURE, ADVERTISING BROCHURE OR OTHER MATERIALS.

No employee, agent, distributor, or other person is authorized to give additional warranties on behalf of Company, nor to assume for Company any other liability in connection with any of its products, except an officer of Company by a signed writing.

14. WAIVER AND BREACH

No waiver by Company of any breach of these provisions shall constitute a waiver of any other breach.

15. LIMITATION OF COMPANY’S LIABILITY

Company’s liability to Customer or others claiming through Customer on any claim of any kind, including negligence, with respect to the goods or services covered hereunder, shall in no case exceed the price of the goods or services or part therefore which gives rise to the claim. IN NO EVENT SHALL COMPANY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES.

16. PRINTERS, STENOGRAPHIC, AND CLERICAL ERRORS

Company is not responsible for printers’ errors made in any of its publications and other forms of printed matter, or for any stenographic and clerical errors. All such errors are subject to correction.

17. LAWS

To the best of Company’s knowledge and belief, it is in compliance with all local, state and federal laws. All orders are subject to the condition that Company’s obligation under such local, state and federal laws and executive orders, rules and regulations issued thereunder, whether now in force or hereafter made effective, shall be no greater as a result of this agreement and no greater than required by such laws and Company expressly disclaims assumptions of any of Customer’s obligations under such laws.

All Company’s sales shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Massachusetts. Customer hereby unconditionally and irrevocably agrees to the jurisdiction of any court of general jurisdiction sitting in the state of Massachusetts.

18. GENERAL

Any assignment of any order by Customer without written consent of Company shall be invalid.

Any terms and conditions of Customer’s order which are inconsistent with or additional to the terms and conditions hereof shall not be binding on Company and shall not be considered applicable to any sale or shipment of Company’s products. All such terms and conditions are hereby expressly rejected. No waiver, alteration or modification of any of Company’s terms and conditions shall be binding on Company unless made in writing and agreed to by a duly authorized officer of Company.