Terms and Conditions

1. Quality & Purpose/Disclaimer of Warranties. The parts supplied hereunder are warrantied to comply with the specifications set out by the manufacturer. National Circuit provides a 1 year warranty for labor only. Except as provided therein, all other warranties or conditions as to quality suitability or description are hereby expressly excluded.

Any recommendation or suggestion relating to the use of the goods sold either in technical literature or otherwise made by National Circuit or its agents or servants (whether or not in response to a specific inquiry) is given in good faith, but is for the Buyer to satisfy itself to the suitability of the goods for its own practical purposes and it shall be deemed to have done so. National Circuit gives no warranty as to fitness of the goods for any particular purpose even though that purpose has been specified in the contract and any implied warranty or condition (statutory or otherwise) is expressly excluded.

2. Variations. If any variations are arranged between the parties relating to this contract, a new contract must first be obtained.

3. Security Interests. This contract shall create or provide a security interest for National Circuit and the goods or parts provided to the Buyer until they are paid in full. If requested by National Circuit, Buyer shall execute a Uniform Commercial Code Financing Statement allowing National Circuit to perfect its interest in said goods and parts until National Circuit is paid in full.

4. Additional Problems/Expenses. If National Circuit uncovers additional problems or expenses after they begin work under this contract. National Circuit will immediately notify the buyer since additional work is not within the scope of this contract. Prior to National Circuit going forward with the contract at that time, the parties must negotiate a new contract if additional work is to be performed by National Circuit.

5. Intellectual Properties. Should National Circuit develop any patentable items during the scope of this contract, all intellectual property rights relating thereto shall remain the property of National Circuit unless the parties agree otherwise in advance.

6. Liability. National Circuit shall not be liable for any indirect or consequential loss of the Buyer nor for any loss to the Buyer arising from third-party claims.

7. Interest. Time of Payment shall be of the essence. If payment is not made on the due date, interest will be charged at the rate of 1 1/2 % per month provided that no time or indulgence allowed by National Circuit shall prejudice any right or remedy which National Circuit may have hereunder.

8. Law. This contract for all purposes be governed and construed in accordance with the laws of North Carolina and the Buyer hereby submits to the jurisdiction of North Carolina. Should questions arise about the interpretation of any of the provisions of this contract, they shall be resolved by the application to the Uniform Commercial Code as enacted in North Carolina.

9. Indemnification. Client hereby indemnifies and agrees to save harmless National Circuit, Inc and each of its affiliates, directors, stockholders, officers, employees, agents, successors and assigns (each an "indemnitee" and collectively "indemnitees") from and against any and all claims, liabilities, damages, losses, costs and expenses (including, without limitation, amounts paid in satisfaction of judgments in compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claims or alleged claims, and reasonable attorneys' fees and costs of any nature whatsoever, liquidated or unliquidated (collectively "Losses and, individually a "Loss") that are incurred by any indemnitee and arise out of or in connection with (i) the repair, refurbishment or replacement of any industrial electronic device, (ii) any action taken by Client in connection herewith, or (iii) the breach of any representation, warranty or covenant of Client hereunder, except to the extent any such Loss shall arise from the willful misconduct or gross negligence of the Indemnitee.