1. AGREEMENT: This offer (hereinafter called “Quotation”) is expressly made on Buyer’s assent to all of the terms and conditions hereof and acceptance by the Buyer of the products described on the Quotation shall be deemed an assent to all of such terms and conditions not withstanding (i) the inclusion of different or additional terms and conditions on the front or reverse side of any form of purchase order which Buyer may send to Seller (ii) Seller’s shipment of the products described on the front side to Buyer and/or (iii) Seller’s acceptance of the purchase prices for such products. In any event, if there shall be any inconsistency or conflict between this Quotation and Buyer’s purchase order the provisions of this Quotation shall govern and control.

2. ENTIRE AGREEMENT: This Quotation Contains a final, complete and exclusive statement of the terms of the agreement between Buyer and Sellers relative to the sale of the products described or referred on the Quotation, and no other verbal understandings or agreements shall be enforceable unless reduced to writing and signed by a duly authorized representative of Seller.

3. CHANGE OF PRICE: The prices and charges stated on the Quotation for the products covered by this Quotation may be adjusted to, and invoiced at Seller’s prices and charges in effect at the time of shipment to Buyer. Any and all purchase orders resulting from this Quotation are subject to acceptance by Seller at its offices in Walnut Creek, California, USA.

4. PAYMENT: Buyer’s financial responsibility is at all times subject to approval of Seller, and Seller may at any time require payment in advance or satisfactory security or guarantee that invoices will be promptly paid when due. If Buyer fails to comply with any terms of payment or requirements to secure payment, Seller reserves the right to withhold further deliveries or terminate the Agreement, and any unpaid amount shall thereupon become immediately due. Subject to Seller’s rights provided in preceding sentences of this paragraph, and unless otherwise specified by Seller on the Quotation, all prices quoted the F.O.B. carrier at manufacturer’s plant or shipping point, terms: NET 30 days from date of shipment or as stated by the seller. If buyer defaults in the payment terms, seller shall be entitled to pursue all legal remedies and collect from Buyer reasonable costs and attorney’s fees in addition to the prices and changes.

5. TAXES: Unless otherwise stated in writing signed by Seller, prices are exclusive of all installation charges, sales, use or other taxes or duties. Any such charge, tax or duty shall be borne by the Buyer in addition to the prices quoted or invoiced.

6. CONTINGENCIES: Seller shall not be held liable or deemed in default if prevented from performing any of the obligations of the Agreement by reason of fire, flood, explosion, earthquake, drought, acts of God war, riot, strikes, lockouts, embargo, or governmental orders which in any way interfere with the purchase or manufacture or flow of the necessary material or products required to manufacture or fabricate the products referred to in this Quotation.

7. PRODUCT WEIGHTS: Seller’ estimate of product weights listed on the Quotation is given only for the purpose of enabling Buyer to estimate transportation costs and facilities requirements and therefore Seller does not guarantee their accuracy.

8. SUBSTITUTION: Seller shall have the right to make substitutions and modifications in the specifications of products sold by Seller provided that such substitutions or modifications will not materially affect overall product performance.

9. CANCELLATION – BUYER LIABILITY: Buyer shall be liable for any loss suffered by Seller by reason of Buyer’s cancellation of its order issued in response to this Quotation. In the event of Buyer’s failure or refusal to accepts products manufactured or fabricated by Seller or other default either before and after delivery to carrier, Seller may without notice retain or repossess said products and Buyer shall be liable for the full purchase price less allowance for the then current value thereof after deducting freight, handling and other costs.

10. ERRORS: Stenographical and clerical errors are subject to correction.

11. DELIVERY AND SHIPMENT: Upon delivery of the product as described on the front side F.O.B. carrier, at Seller’s plant or shipping point, all risk of loss, damage and other incidents of ownership shall immediately pass to Buyer, but title to such products will be retained by Seller as security for Buyer’s performance until payment in full is received. Seller reserves the right to ship products covered by this Quotation on common carriers selected from those carriers having specific authority to serve Seller.

12. PROPRIETARY INFORMATION: It is understood that the Seller may provide proprietary information to the Buyer in the performance of this contract. The Buyer agrees that such information shall include all information listed in the Seller’ Trade Secret Listing (available upon request) and all information which the Buyer knows or reasonably may know is provided to it on a confidential basis. The Buyer acknowledges that such information shall remain the exclusive property of the Seller. The Buyer agrees to preserve and protect such information and to take all other acts reasonably requested by the Seller with respect to it. Upon the earlier of the completion of this contract or the request of the Seller, the Buyer agrees to return to the Seller all documents containing proprietary information and to retain no copies thereof. The buyer agrees that its obligation to protect the Seller’s proprietary information shall be ongoing and shall not cease upon completion or termination of this contract.

13. DAMAGES: Seller shall in no event be liable for incidental or consequential damages resulting from its breach of any of the terms of the Agreement, nor for special damages, nor for improper selection of any product described on the Quotation for a particular application.

14. WARRANTY: The system is guaranteed to be free of defects in workmanship and components for twelve (12) months from the date of shipment thereof to Customer, and UVFAB’s liability under the valid warranty claims is limited, at the option of UVFAB, to repair, replacement or refund of an equitable portion of the purchase of the product. Items expendable in normal use are not covered by the warranty. UVFAB provides a 24-month (2-year) warranty for the HELIOS-500, HELIOS-800 and HELIOS-1200 systems (90 days for the UV lamps used in these systems). All warranty replacement or repair of parts shall be limited to equipment malfunctions, which in the sole opinion of UVFAB, are due or traceable to defects in the original materials or workmanship. All obligations of UVFAB under the warranty shall cease in the event of abuse, accident, misuse or neglect of the equipment. In warranty, repaired or replacement parts are warranted only for the remaining unexpired portion of the original warranty period applicable to the repaired or replaced parts. After expiration of the applicable warranty period, the customer shall be charged at the then current prices for parts, labor and transportation.

Reasonable care must be used to avoid hazards. UVFAB expressly disclaims responsibility for loss or damage caused by use of its products other than in accordance with proper operating procedures.

Except as stated herein, UVFAB makes no warranty, express or implied (either in fact or by operation of law) statutory or otherwise; and, except as stated herein, UVFAB shall have no liability under any warranty, express or implied (either in fact or by operation of law) statutory or otherwise. Statements made by any person, including representatives of UVFAB, which are inconsistent or in conflict with the terms of this warranty shall not be binding upon UVFAB unless produced in writing and approved by an officer of UVFAB.

All claims under warranty must be made promptly after the occurrence of the circumstances giving rise thereof, and must be received within the applicable warranty period by UVFAB or its authorized representative. Such claims should include product serial number, the date of shipment, and a full description of the circumstances giving rise to the claim. Any product returned to UVFAB for examination shall be sent via a prepaid means of transportation indicated by UVFAB as being acceptable.

When any product is returned for examination and inspection, or for any other reason, the customer shall be responsible for all damage resulting from improper packing or handling or loss in transit without regard for any existing defect or non-conformity in the product. If is it found that UVFAB’s product has been returned without cause and is still serviceable, the customer will be notified and the product will be returned at the customer’s expense. In addition, a charge for testing and examination may be made on products so returned.