Sentry Protection Products (“Seller”)

Terms and Conditions of Sale

1.  Offer and Acceptance.

A.  This document (“Seller’s Terms”) constitutes Seller’s acknowledgement of the purchase order or other form of offer (the “Order”) issued by buyer identified on the reverse side hereof (the “Buyer”) for the products described herein (the “Products”), and subject to the terms and conditions contained herein, constitutes Seller’s acceptance of Buyer’s Order for the Products.  Unless otherwise specified herein or in some other document signed by Seller, the terms and conditions of sale set forth in the Seller’s Terms apply to all Products sold or provided by Seller.

B.  The acceptance of the Order is subject to Buyer’s acceptance of all of the terms and conditions herein and supercedes the terms in the Order or any other document or communication of Buyer.  It shall become a contract when accepted in writing by Buyer, or when Buyer has received the Products, in whole or in part, or when Buyer has otherwise assented to the terms and conditions hereof.  Buyer shall be deemed to have accepted any of Seller’s Terms to which Buyer has not specifically objected.  Any terms in the Order which purport to reject some or all of Seller’s Terms by virtue of standard form language shall not be sufficient objection.  Buyer shall be required to set forth each objection to Seller’s Terms in a separate writing signed and dated by Buyer and delivered to Seller prior to or contemporaneous with Seller’s shipment of the Products.  Seller’s failure to object to provisions in the Order or any purchase order or other communication from Buyer (including, without limitation, penalty clauses or warranties of any kind), shall not constitute a waiver by Seller of Seller’s Terms, nor an acceptance by Seller of any such provisions.  Any terms in the Order or any other documents which are different from or in addition to Seller’s Terms are hereby rejected unless specifically accepted by Seller in a separate document signed by both Buyer and Seller, regardless of whether such other terms would materially alter these terms.  No course of dealing, custom or usage, which is contrary to Seller’s Terms shall apply.

C.  Seller reserves the right to correct any typographical or clerical errors in prices, specifications, quotations, or acknowledgments.

2.  PricesShipment, Delivery, and Inspection

A.  Prices are based on U.S. dollars and are F.O.B. point of shipment.  Prices do not include freight or delivery charges, insurance or taxes (sales, excise, use, ad valorem, etc.) or any export or import duties.  Those charges may be prepaid by Seller and added to Buyer’s invoice.

B.    Seller shall select the method and carrier for delivery of all Products.  Risk of loss or damage to the Products shall pass from Seller to Buyer upon delivery to a carrier at point of shipment.

C.  Any shipment, delivery, or performance date stated in the Order or other contract document is approximate only and does not constitute any guarantee of shipment, delivery, or performance on any particular date.  Time shall not be of the essence in any agreement between the Buyer and the Seller.

D.  Buyer shall inspect and accept conforming Products or reject nonconforming Products delivered by or for Seller within 96 hours after delivery to Buyer’s facility.  All Products delivered shall be conclusively deemed accepted and to conform to contract requirements unless rejection is made or specific objection or notice of nonconformity is given in writing within the 96-hour period.

E.  On receipt of notification of rejection, Seller will arrange to receive back the Products for shipment and return.  However, within five days, Seller may have an agent inspect the goods for nonconformity.  Otherwise, the inspection will be made on return to Seller’s point of shipment.  When the goods are confirmed or acquiesced in as nonconforming, Seller will ship conforming goods within ten days of the notice of rejection, unless Buyer earlier notifies Seller to forego this shipment.

3.  Subject to Sale.  The Products (including equipment, supplies, and parts) subject to this sale shall be limited to those described in the invoice accompanying the Products.  They do not include, and Buyer assumes responsibility for:  (A) removal from conveyance of carrier, set-up, installation and start-up, if necessary; or (B) safety equipment used with the Products or by Buyer’s employees or any third parties in handling or working with the Products.

4.  Payments, Title, and Security Interests.

A.  One half of the amount due for the Products which are the subject of the Order shall be due prior to shipment and the balance shall be due upon receipt of the Products. All payments shall be made in U.S dollars.  All payments shall be without deductions for back charges, set-offs, other accounts between Seller and Buyer, and the like, which shall be settled independently of the payment of the invoice.  Payment shall not prejudice claims on account of omissions or shortages in shipment, but no such claim will be allowed unless made within 96 hours after receipt of the applicable shipment by Buyer.

B.  Should Buyer delay payment beyond the date it is due, interest may be charged on the unpaid balance at the rate of one and one half percent (1½%) per month.

C.  Notwithstanding that risk of loss passes to Buyer upon shipment, title to the Products shall not pass to Buyer until Seller receives payment in full.  Additionally, Seller shall retain and Buyer hereby grants to Seller a security interest in the Products until payment in full is received.  Seller authorizes Buyer to file any and all financing statements and other documents required to attach, perfect, or otherwise protect Seller’s security interest.

5.  Cancellation.  Cancellation or suspension of the Order after acceptance thereof by Seller may be made only on terms which will compensate Seller for loss due to the cancellation.  Prior to shipment, Buyer may cancel by giving written notice of cancellation to Seller.  Buyer may cancel after shipment only if Buyer pays restocking, shipping and handling charges as reasonably determined by Seller.  Seller shall have the right to cancel the Order or delay or withhold its performance or delivery hereunder in the event of the insolvency or bankruptcy of Buyer, the appointment of a receiver for Buyer, the execution by the Buyer of an assignment for the benefit of creditors, or the determination by the Seller, in its sole discretion, that Buyer’s financial condition is such as to endanger its performance hereunder.

6.  Equipment Design.  Seller reserves the right to make changes and improvements in the design and specifications of its Products without notice or obligation to Buyer.

7.  Delays.  Seller shall not be liable for loss, damages, or nonperformance resulting from force majeure, including but not limited to strikes, labor disturbances, material shortages, non-manufacturing conditions, delays or failures of carriers or communication, epidemics, fire, flood, , acts of terror, storms, accident, riot, war and invasion, governmental requisition or priorities, acts of God, or other causes beyond Seller’s reasonable control.

8.  Warranty and Disclaimers.

A.  Seller warrants the Products to be free from defects in material and workmanship under normal use and operation for a period of ___ year after date of shipment to Buyer.  Seller’s warranties do not apply to damage resulting from unauthorized installation, accident, casualty, alteration, or misuse.  Entire Warranty:  SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED.  SELLER SHALL HAVE NO OTHER LIABILITY, DIRECT OR INDIRECT, OF ANY KIND, INCLUDING LIABILITY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

B.  To the fullest extent permitted by law, Buyer’s sole and exclusive remedy against Seller, for any and all claims, whether for breach of warranty, breach of contract, tort (including negligence), or otherwise, shall be the repair or replacement and reinstallation of defective parts (with the exception of items normally considered to be expendable), or, at the Seller’s option, to refund the purchase price; provided (1) the Product has not been altered or modified , and (2) Buyer promptly sends to Seller notice of defect and satisfactory proof thereof, and in the event of repair or replacement, returns the product to Seller, freight prepaid. Defective parts replaced by Seller shall become the property of the Seller. Repaired or replacement parts will be shipped to the Buyer F.O.B. point of shipment.

C.  Seller is not responsible for any charges relating to warranty work that have not been authorized by Seller in writing.

D.  Neither Seller nor Buyer shall be liable to the other for special, INDIRECT or consequential damages, LOST PROFITS or for damages for loss of use arising directly or indirectly from any breach of contract, material or otherwise, or from any tortious acts or omissions of their respective employees or agents, and in no event shall the liability of Seller exceed the price of the defective product or of the product subject to late delivery.  If Seller, without separate compensation therefor, furnishes the Buyer with advice or other assistance concerning any product supplied hereunder or any system or equipment in which any such Product may be installed which is not required hereunder, the furnishing of such advice or assistance will not subject Seller to any liability whether in contract, tort (including negligence and strict liability) or otherwise.

E.  Buyer agrees to indemnify and hold Seller harmless from and against any and all claims, demands, causes of action, and damages, including attorney’s fees and costs, arising out of or in any way related to the Order.

9.  Disclosure of Information.  Any information, suggestions or ideas given by the Buyer to Seller are not secret or submitted in confidence except as may be otherwise provided in writing, signed by Seller.  Buyer agrees that all drawings, specifications and documents relating to the Products, either included therewith or incorporated by reference are the property of Seller and may not be utilized in any way without the prior written consent of Seller.

10.  Severability.  Invalidity of any provision of Seller’s Terms shall not affect the validity of any other provision hereof and any invalid provision shall be severed from the valid provisions.

11.  Non-Waiver.  No failure by Seller to exercise any right accruing to it by virtue of the manufacturer/purchaser relationship or under any contract of sale entered into with the Buyer shall operate as a waiver thereof or preclude the exercise of any other right or privilege by Seller.

12.  Notice.  Any notice required or contemplated hereunder shall be in writing and shall be delivered personally or sent by telefax or by prepaid registered mail.  Notice by telefax shall be deemed to have been received when transmitted and any notice sent by registered mail shall be deemed to have been received on the second day following the date mailed.

13.  Entire Agreement and Amendments.  There are no other terms and conditions applicable to the purchase and sale of Seller’s Products other than those contained herein (including any specifications or other documents incorporated by reference herein or in the invoice). No modification, amendment, waiver or other change of any provision of Seller’s Terms shall be binding on Seller without Seller’s written consent.

14.  Limitation of Actions.  Any action for a breach of contract arising out of Seller’s acceptance of the Order or arising out of Buyer’s acceptance of Product supplied must be commenced within one year after the cause of action has accrued.

15.  Arbitration.  Any claim or controversy arising out of or relating to the Order shall be settled by arbitration in accordance with the rules then obtaining of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction.  Any such arbitration shall take place in Cleveland, Ohio or such other place as Seller may reasonably designate.

16.  Governing Law; Remedies. The rights and obligations of the Buyer and Seller, and the construction and effect of any contract formed between them shall be governed by the laws of the State of Ohio.

17.  Uniform Commercial Code.  The Buyer and Seller specifically intend that the provisions of Article 2 and Article 9 of the Uniform Commercial Code of Ohio will control as to all aspects of the agreement between them relating to the Products and its interpretation, and that all definitions contained in it will be applicable thereto except where the context clearly provides otherwise.