Noteswww.smiths-aerospace.comwww.titeflex.compage 10 High Pressure <strong>Hose</strong>
Offer of Sale<strong>Titeflex</strong> <strong>Corporation</strong>603 Hendee StreetSpringfield, MA 011041.Commercial Terms and Conditions of Sale: This offer is made subjectto the terms and conditions stated herein, and any resultant purchaseorder or contract shall be governed by these terms and conditionsexclusively in lieu of all other terms unless expressively accepted by anauthorized representative of Seller in writing. Any other terms andconditions, including changes to Seller's terms and conditions statedherein are hereby rejected. Buyer's acceptance of Seller's products orservices shall in all events constitute Buyer's assent to Seller's terms andconditions.2.Payment: Full payment shall be made by Buyer to Seller to arrive atthe billing location specified by Seller in its invoice thirty (30) days fromdate of shipment of the items or completion of services purchasedhereunder. Unless otherwise instructed, remit to: P.O. Box 905743,Charlotte, NC 28290-5743.3. Delivery: All deliveries shall be made F.O.B. <strong>Titeflex</strong> <strong>Corporation</strong>, 603Hendee Street, Springfield, MA 01104. Buyer shall advise Seller of methodof delivery not less than 30 (thirty) days prior to the scheduled date ofdelivery. Regardless of the method of delivery, however, risk of loss shallpass to Buyer upon Seller's delivery to carrier selected by Buyer. Alldelivery dates shown are approximate only and Seller shall have noliability for any delays in delivery.4.Warranty: Seller warrants that the items sold hereunder shall be freefrom defects in material and workmanship for a period of one (I) Year fromthe date of shipment to Buyer. Seller warrants that services performedhereunder will be performed in a good workmanship manner and willmeet the agreed upon task descriptions.THIS EXPRESSED WARRANTY IS THE SOLE, EXCLUSIVE AND ENTIREWARRANTY FOR THE ITEMS PROVIDED OR SERVICES PERFORMEDHEREUNDER. SELLER MAKES NO OTHER WARRANTIES, GUARANTEES,OR OTHER REPRESENTATIONS OF ANY KIND WHATSOEVER. ALL OTHERWARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS,IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE USAGE, ORCOURSE OF DEALING, ARE HEREBY DISCLAIMED.NOTWITHSTANDINGTHE FOREGOING, THERE ARE NO WARRANTIES WHATSOEVER ON ITEMSBUILT OR ACQUIRED WHOLLY OR PARTIALLY, TO BUYER'S DESIGNS ORSPECIFICATIONS.5.Limitation Of Remedy: SELLER'S LIABILITY ARISING FROM, OR INANY WAY CONNECTED WITH, THE ITEMS PROVIDED, OR SERVICESPERFORMED, UNDER ANY RESULTANT PURCHASE ORDER ORCONTRACT FROM BUYER, SHALL BE LIMITED EXCLUSIVELY TO THEREPAIR OR REPLACEMENT OF THE ITEMS SOLD, OR REFUND OF THEPURCHASE PRICE PAID BY BUYER, AT SELLER'S SOLE OPTION. IN NOEVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL,CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATUREWHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOST PROFITSARISING FROM, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT,OR ITEMS SOLD HEREUNDER, WHETHER ALLEGED TO ARISE FROMBREACH OF CONTRACT, EXPRESSED OR IMPLIED WARRANTY, OR INTORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TOWARN, OR STRICT LIABILITY.6.Changes, Reschedules and Cancellations: Buyer may request Sellerto modify the designs or specifications for the items sold hereunder aswell as the quantities and delivery dates thereof, or may request to cancelall or part of this order, however, no such requested modification orcancellation shall become part of the contract between Buyer and Sellerunless accepted by Seller in a written amendment to the purchase orderor contract. Acceptance of any such requested modification orcancellation shall be at Seller's discretion, and shall be upon such termsand conditions as Seller may require, including equitable adjustment inthe purchase order or contract price and adjustment in deliveryschedules, or other elements as determined by Seller.7.Special Tooling: A tooling charge may be imposed for any specialtooling, including without limitation, dies, fixtures, molds and patterns,acquired to manufacture items sold pursuant to any resultant purchaseorder or contract. Such special tooling shall be and remain Seller'sproperty notwithstanding payment of any charges paid by Buyer. In noevent will Buyer acquire any interest in equipment or tools belonging toSeller which are utilized in the manufacture of the items sold hereunder,even if such equipment or tools have been specially converted or adaptedfor such manufacture and notwithstanding any charges paid by Buyer.Seller shall have the right to alter, discard or otherwise dispose of anyspecial tooling or other property at its sole discretion at any time.8.Taxes: Unless otherwise agreed upon and included as a provision ofany resultant purchase order or contract, all prices and charges areexclusive of excise, sales, use, property, occupational or like taxes whichmay be imposed by any taxing authority upon the manufacture, sale ordelivery of the items sold hereunder. If any such taxes must be paid bySeller or if Seller is liable for the collection of such tax. The amountthereof shall be in addition to the amounts for the items sold. Buyeragrees to pay all such taxes or to reimburse Seller therefore upon receiptof its invoice. If Buyer claims exemption from any sales, use or other taximposed by any taxing authority, Buyer shall save Seller harmless fromand against any such tax, together with any interest or penalties thereonwhich may be assessed if the items are held to be taxable.9.Indemnity For Infringement of Intellectual Property Rights:Seller shall have no liability for infringement of any patents. trademarks.copyrights, trade secrets or similar rights.10.Force Majeure: Seller does not assume the risk of and shall not beliable for delay or failure to perform any of Seller's obligations by reasonof circumstances beyond the reasonable control of Seller (hereinafter"Events of Force Majeure"). Events of Force Majeure shall include withoutlimitation, accidents, acts of God, strikes or labor disputes, acts, laws,rules or regulations of any government or government agency, fires,floods, delays or failures in delivery of carriers or suppliers, shortages ofmaterials and any cause beyond Seller's control.11.Entire Agreement/Governing Law: The terms and conditions set forthherein, together with any amendments, modifications and any differentterms or conditions expressly accepted by Seller in writing, shallconstitute the entire Agreement concerning the items sold, and there areno oral or other representations or agreements which pertain thereto.This Agreement shall be governed in all respects by the laws of theCommonwealth of Massachusetts. No actions arising out of the sale of theitems sold hereunder or this Agreement may be brought by either partymore than two (2) years after the date of shipment by Seller.Form Rev. B Dated 07/93 (Terms- I)Form Rev. C Dated 03/03While every effort has been made to present the latest technically accurate information, industry standards and specifications are subject to revision atany time and human errors can occur. The products and designs offered herein, without limitation, are subject to change at any time without notice.Improper selection of use of products offered herein can result in injury or death.