1. COMPLETE STATEMENT OF TERMS AND CONDITIONS

This document, including attachments, contains all of the terms and conditions of sale of Spectrolab Products and supersedes the terms and conditions of any purchase order and all prior or contemporaneous understandings, representations or warranties (including those contained in sales, promotional and/or marketing materials).

2. DELIVERY

2.1. Delivery of the Products shall be FOB Spectrolab's factory.

2.2. Spectrolab may make partial and advance deliveries.

2.3. Delivery dates are estimates. Spectrolab will notify you if a scheduled delivery is expected to be delayed more than 30 days. If you request, Spectrolab will arrange for shipment by premium transportation and if the delay is not excused, will pay the additional shipping cost. Shipment by premium transportation is Spectrolab's only obligation and liability for delay in delivery.

2.4. If you cause a delay in delivery you will be invoiced for additional costs incurred, including costs of storage and insurance.

3. PACKAGING AND SHIPPING

3.1. Spectrolab will package and arrange for shipping the Products according to customary standards for domestic shipments of such items.

3.2. You will be invoiced for the costs of shipping and special packaging.

4. SECURITY INTEREST

4.1. Spectrolab shall retain a purchase money security interest in the Products and in any sums due or paid to you therefor by any third party, until you have paid the purchase price to Spectrolab in full. You shall do what in the reasonable judgment of Spectrolab is necessary to maintain the security interest.

4.2. If Spectrolab requests, you shall insure the Products in the full amount of the security interest against all loss, damage or destruction from the time the Products are delivered to the FOB point until the security interest is removed.

4.3. If you are in default of any obligation hereunder, or if a proceeding in bankruptcy, dissolution, liquidation insolvency, receivership or reorganization is instituted by or against you, your property or business, Spectrolab shall have the right to declare the unpaid balance owing under any orders to be immediately due and payable, and to take immediate possession of the Products or any portion thereof without demand, further notice or legal process.

5. PRICES

Unless guaranteed in a written quotation, all prices are subject to change without notice all sales and will be invoiced at prices in effect on the date Spectrolab accepts your order.

6. INVOICING AND PAYMENT

6.1. Spectrolab shall issue an invoice for any initial payment on the date an order is accepted, and an invoice for the balance of the order price on the date it makes delivery. If you cause a delay in delivery, Spectrolab may issue its invoice at any time on or after the scheduled delivery date.

6.2. Payment is due in full within 30 days following the invoice date. Invoice amounts are not subject to reduction by set-off or otherwise, without the express, prior written consent of Spectrolab.

6.3. If Spectrolab believes your financial condition does not justify delivery on the terms of payment above, Spectrolab may require full or partial payment in advance, stop delivery of Products in transit, reclaim Products upon demand or terminate any order or any portion thereof.

7. TAXES AND OTHER ASSESSMENTS ON SALES

7.1. Product prices do not include taxes, excises and other assessments on sales, which shall be invoiced to you.

7.2. If you provide a copy of a resale or other tax exemption certificate, Spectrolab shall not invoice you for taxes covered by such certificate.

7.3. You shall indemnify and defend Spectrolab at your expense against all liability for any taxes or assessments, plus any interest, fines and penalties assessed by any governmental entity, which are not paid in reliance upon an exemption certificate or a representation by you that they are not applicable to the sale.

8. LIMITATION OF LIABILITY

8.1. To the maximum extent allowed by law Spectrolab shall not be liable for indirect, incidental, special or consequential damages hereunder. Spectrolab maximum aggregate liability for all other damages for which liability is not or cannot be disclaimed or limited shall not exceed the price you have paid for the Product which is the subject of the damage claim.

8.2. Your SOLE AND EXCLUSIVE REMEDY for a defective Product is REPAIR, REPLACEMENT, REFUND OR CREDIT at Spectrolab's option under the terms of the warranty, and such repair, replacement, refund or credit shall satisfy Spectrolab's entire obligation to you for a defective Product and liability for all damage, injury or death caused thereby, whether in contract, tort, negligence, strict liability or otherwise.

9. FORCE MAJEURE

Spectrolab shall not be liable for failure to perform any of its obligations due to causes beyond its reasonable control. Such causes shall include but shall not be limited to such things as fire, flood, earth-quake or other natural disaster, war, embargo, riot, the intervention of any governmental authority, strikes (regardless of the characterization thereof), labor slowdowns or walkouts, shortages of labor, material or transport, and failures of suppliers to deliver in accordance with the terms of their contracts.

10. DEFAULT

If you default in the performance of any obligation or if you prevent Spectrolab from performing any obligation for a period of 90 days or longer in addition to any other remedies available under applicable law, Spectrolab may terminate the affected orders or any part thereof.

11. WAIVERS

Spectrolab's election not to enforce any provision hereof or of any order issued hereunder shall not be construed to be a continuing waiver and Spectrolab reserves the right subsequently to enforce such provision unless it agrees otherwise in writing.

12. MODIFICATION

Any modification or departure from these terms and conditions, including an agreement to accept your terms and conditions of purchase shall be valid only if in writing and signed by an authorized representative of Spectrolab

13. PROPRIETARY INFORMATION

You shall keep in confidence and shall take reasonable and appropriate measures to safeguard any data, such as Spectrolab's specifications, drawings, software and information (including, without limitation, designs, reports, software, documentation, manuals, models, process information and the like), revealed by Spectrolab and containing proprietary information marked or identified as proprietary. Such data shall not be duplicated, disclosed to others or used other than with respect to a purchase from Spectrolab without Spectrolab's written permission. These obligations shall not apply to any information which becomes generally available to the public other than as a result of a disclosure by you, or was available to you on a non confidential basis prior to its disclosure to you by Spectrolab, or becomes available to you on a non confidential basis from a source other than Spectrolab, provided that such source is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to Spectrolab.

14. TERMINATION

If an order or part thereof is terminated, Spectrolab shall stop work as soon as reasonably practicable. Costs incurred in performing the terminated portion of the order and in processing the termination, including a reasonable profit, shall be invoiced to you. In addition, the price for the non terminated portion of your order may be increased to reflect additional costs, if any, borne by such portion because of partial termination, plus a reasonable profit.

15. DISPUTE RESOLUTION

All disputes shall be resolved as follows:

15.1. Cooperation

You and Spectrolab will attempt to settle all disputes arising under this Agreement without resort to mediation or arbitration.

15.2. Mediation

If we are unsuccessful in resolving a dispute within forty-five (45) days from the date we begin attempting to resolve it, you or Spectrolab may submit the dispute to mediation in Los Angeles or Orange County, California. Neither of us may initiate arbitration proceedings until mediation is completed.

15.3. Arbitration

All disputes which are not resolved through cooperation and mediation shall be finally resolved by binding arbitration in Los Angeles or Orange County, California under the California Arbitration Act California Code of Civil Procedure 1280 et. seq. in effect at the time. Each of us shall bear our own costs of preparing and presenting our case; the costs of arbitration, including the fees of the arbitrators, shall be shared equally by you and Spectrolab unless the award provides otherwise.

16. APPLICABLE LAW

The validity and interpretation of these terms and conditions and performance hereunder shall be governed by the laws of the State of California, without resort to California's conflicts of law rules.

17. WARRANTY

17.1. Spectrolab warrants to you that on the date the Products are delivered to you, they shall meet applicable specifications (as demonstrated by the performance of the Acceptance Test Procedure), be free from defects in material and manufacture and, to the extent manufactured to Spectrolab's designs, be merchantable.

17.2. SPECTROLAB MAKES NO OTHER WARRANTIES OTHER THAN THOSE EXPRESSLY STATED HEREIN, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND IMPLIED WARRANTIES AGAINST PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. THE TERM OF ANY IMPLIED WARRANTY WHICH APPLICABLE LAW DOES NOT PERMIT SPECTROLAB TO DISCLAIM IS LIMITED TO THE TERM OF THE EXPRESS WARRANTY GIVEN HEREIN.

17.3 Any claim you may have for shipping damage should be made within 20 days of your receipt of shipment.

Copyright 1994 Spectrolab, Inc.