All sales are COD or Pre-paid unless other arrangements have been made prior to issuance of a Customer purchase order. Company reserves the right to refuse to accept or fill a purchase order for which payment of terms cannot be agreed upon. Open account  terms may be granted, at the Company's discretion, and those terms may be revoked at any time with or without notice to the Customer. All unpaid balances older than 60 days will be reported to credit agencies. Annual interest of 18% (compounded daily, but not to exceed the maximum allowable by law), will be charged on all balances older than 60 days.

All orders for a value greater than $13,000 must be accompanied by valid lien data. A preliminary lien notice will be filed for any such job, prior to shipment of the first items of any such order.

If at any time, in the Company's judgment Purchaser is unable or unwilling to meet the terms specified, Company may require satisfactory assurance of full or partial payment as a condition to commencing or continuing manufacture or making shipment, and may, if shipment has been made, recover the goods from the carrier, pending receipt of such assurances.

2. WARRANTY- Company warrants that on the date of shipment to Purchaser, the goods will be of the kind and quality described herein, merchantable, and free of defects in workmanship and material.

If within one year from date of shipment by Company, Purchaser discovers goods or items not as warranted above and notifies Company in writing thereof, Company shall remedy such defect by, at Company's option, adjustment, repair or replacement of the item and any affected part of the goods. Purchaser shall assume all responsibility and expense for removal, and reinstallation in connection with the foregoing remedy. Company shall assume responsibility of outgoing surface freight for replacement items. Company may request claimed defective items be sent to it for inspection at Purchaser's expense, as a condition of remediation. The same obligations and conditions shall extend to replacement items furnished by Company hereunder. Company shall have the right of disposal of items replaced by it. Purchaser shall grant Company access to the goods at all reasonable times in order for Company to determine any defect in goods. In the event that adjustment, repair or replacement does not remedy the defect, the Company and Purchaser shall negotiate in good faith an equitable adjustment in the contract price.

The Company's responsibility does not extend to any item of goods that has not been sold by Company. Such item shall be covered only by the express warranty, if any, of the manufacturer thereof. The Company and its suppliers shall also have no responsibility if the goods have been improperly stored, handled or installed, if the goods have not been operated or maintained according to their ratings or according to instructions in Company or supplier furnished manuals, or if unauthorized repairs or modifications have been made to the goods.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES (EXCEPT TITLE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR MERCHANABILITY AND FITNESS, AND CONSTITUTES THE ONLY WARRANTY OF COMPANY WITH RESPECT TO THE GOODS.

The foregoing states Purchaser's exclusive remedy against Company and it suppliers for any defect in the goods or for failure of the goods to be as warranted, whether Purchaser's remedy is based on contract, warranty, failure of such remedy to achieve its essential purpose, tort (including negligence), strict liability, indemnity or any other legal theory, and whether arising out of warranties, representations, instructions, installations or defect from any cause.

3. PERFORMANCE DELAYS- Timely performance by Company is contingent upon Purchaser's supplying to Company, when needed, all required technical information and data, including drawing approvals, and all required commercial documentation.

If Company suffers delay in performance due to any cause beyond its reasonable control, including but not limited to act of God, act or failure to act of government, act of omission of Purchaser, war, fire, flood, strike or labor trouble, sabotage, or delays in obtaining from others suitable services, materials, components, equipment or transportation, the time of performance shall be extended a period of time equal to the period of the delay and its consequences. Company will give to Purchaser notice within a reasonable time after Company becomes aware of any such delay.

4. DELAYED SHIPMENT STORAGE- Any item of the goods on which manufacture or shipment is delayed by Purchaser or by causes which affect Purchaser's ability to receive the goods may be placed in storage by Company for Purchaser's account and risk, and Purchaser shall pay all charges for storage, trucking and other incidental expenses incurred by Company. In the event of delayed shipment, Company may invoice Purchaser upon completion of manufacture or upon date the goods would have been ready for shipment.

5. SHIPMENT, TITLE, LOSS AND RISK- The term "shipment" means delivery to the initial carrier in accordance with the delivery terms of any quotation/order. Company may make partial shipments. Company shall select method of transportation and route, unless otherwise agreed upon with Purchaser prior to shipment. Freight is F.O.B., Point of Shipment, unless otherwise agreed upon with Purchaser prior to shipment. When terms are F.O.B., Destination, "destination" means common carrier delivery point (within the continental United States, excluding Alaska) nearest the destination.

Title to the goods and risk of loss or damage shall pass to Purchaser at the FOB point. Company shall not be responsible for damage to the goods after having received "in good order" receipts from the carrier. All clams for loss, damage and delay in transit are to be handled by Purchaser directly with the carrier. Claims for shortages or incorrect items must be made in writing to Company within thirty days after receipt of shipment. Failure to give such notice shall constitute an unqualified acceptance and waiver by Purchaser of all claims for such shortages or incorrect items.

6. TAXES- Any applicable duties or sales, use excise, value-added or similar taxes will be added to the price and invoiced separately or as a line-item (unless an acceptable exemption certificate is furnished).

7. NONCANCELLATION- Purchaser may not cancel or terminate for convenience, or direct suspension of manufacture, except with Company's consent, and then only upon terms that will compensate Company for it's engineering, fabrication, and purchasing charges and any other costs relating to such cancellation, termination, or suspension, plus a reasonable amount for profit.

8. GOODS RETURNED FOR CREDIT- Company will not accept goods for return unless an authorization for such return has been issued by Company. Only goods invoiced within the preceding (12) months will be considered for return. If Company's permission to return any goods is granted, the amount of credit will be governed by the facts in each case. Credit issued for any item not returned in it's original carton will be subject to a deduction to compensate for crate or carton replacement. Special goods fabricated to order are not returnable any conditions.

10. NUCLEAR- Purchaser represents and warrants that the goods covered by this contract shall not be used in or in connection with a nuclear facility or application.

11. LIMITATION OF LIABILITY- Neither Company nor its suppliers shall be liable, whether in contract, warranty, failure of a remedy to achieve its essential purpose, tort (including negligence), strict liability, indemnity or and other legal theory, for loss of use, revenue or profit, or for cost of capital or of substitute use of performance, or for indirect, special, liquidated, incidental or consequential damages, or for any other loss or cost of a similar type, or for claims by Purchaser for damages of Purchaser's Customers.

12. GOVERNING LAW AND ASSIGNMENT- The laws of the State of California shall govern the validity, interpretation, and enforcement of this contract. Assignment may be made only with written consent of both parties.

13. PROPOSALS- Fuses are not considered a component part of any device and are not included in this proposal unless specifically listed. Oral proposals are subject to immediate acceptance and terminate on the day made.

14. PRICES- In the event of a price increase, the price of goods on order but unshipped will be adjusted to the price in effect at the time of shipment. In the event of a price reduction, all goods unshipped as of the effective date of the reduction (except shipment held by request of the Customer) will be invoiced at the reduced price. Goods already shipped are not subject to price reduction. The Company's prices include the cost of standard, domestic packing only. Any deviation from this standard packing (domestic or export), including US Government sealed packing, necessitates extra charges. To determine such extra charges, consult Company's sales office.

15. ADDITIONAL TERMS OF PAYMENT- No discounts of any kind will be allowed, unless stated in writing by Company sales personnel prior to acceptance of a purchase order, or if there are undisputed past due items on the account. Portions of an invoice in dispute should be deducted and the balance remitted with a detailed explanation of the deduction.