Material is not to be returned to EUCHNER-USA without first obtaining written authorization from an authorized officer of EUCHNER-USA. Equipment may be returned only if new, unused, and in its original condition and package and within ninety (90) days of invoice for such material from EUCHNER-USA. Returns will be subject to EUCHNER-USA' inspection for resalability and for quantity before a credit is issued. Equipment accepted for credit by EUCHNER-USA is subject to a service charge of 25% of original invoice and all transportation charges. Charges incurred due to repairing or replacing equipment because of damages are the responsibility of the Purchaser. Equipment built to order is not subject to return for credit.

EUCHNER-USA's prices do not include federal, state or municipal sales, use, excise or similar taxes, and any such taxes or fees now in effect or hereafter levied will be in addition to such prices and will be paid by Purchaser. In the event that EUCHNER-USA shall be required to pay any such tax or fee, the Purchaser shall reimburse EUCHNER-USA therefore unless the Purchaser has provided EUCHNER-USA at the time of the order with an exemption certificate or other document acceptable to the authority imposing the same evidencing an exemption for any such tax.

If any goods are manufactured or sold by EUCHNER-USA to meet Purchaser's instructions, specifications or any other requirements and such goods are not included among EUCHNER-USA's standard catalog items offered by it to the trade generally in the usual course of its business. Purchaser agrees to defend, indemnify and hold EUCHNER-USA harmless from and against any and all loss, cost, damage, liability or expense (including, without limitation, any penalties or punitive damages, attorneys' fees and expenses and cost of suit) arising out of the manufacture, sale or use of such goods, including, without limitation, claims for actual or alleged infringements of any United States or foreign patent or copyright, or any actual or alleged unfair competition resulting from similarity in design, trademark or appearance.

Purchaser acknowledges that they have no right, title or interest in any trademarks, tradenames or copyrights in the goods, and Purchaser covenants that they will take no action to register or otherwise interfere with such rights.

Purchaser agrees that all information furnished by or obtained from EUCHNER-USA in connection with the sale of goods hereunder will be confidential, and Purchaser agrees not to (a) disclose any such information to any other person, or (b) use such information for any purpose, other than performing this Agreement.

Any notice required or permitted hereunder will be deemed to have been effectively delivered if in writing and served by personal delivery to the other party or sent by registered or certified mail with return receipt requested, postage prepaid, or by facsimile or electronic mail transmission, to the other party at such party's address set forth on EUCHNER-USA's quotation or on the invoice of such other address as may be designated by either party hereto in writing to the other party.

This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving affect to principles of conflict of laws. The parties agree that the exclusive jurisdiction and venue of any action with respect to this Agreement shall be in the Supreme Court for the County of Onondaga. New York or the United States District Court for the Northern District of New York and each party hereby submits itself to the exclusive jurisdiction and venue of such courts for purposes of any such action.

The failure of either party to insist upon performance of any term or condition herein or to exercise any right or privilege shall not thereafter waive the future performance of such term, condition, right, or privilege or of any other terms, conditions, rights or privileges, whether of the same or similar type. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each provision hereof shall be severable, and in the event of any provision hereof is held to be contrary to law, invalid or unenforceable, the remaining provisions shall not be affected thereby, but shall remain in full force and effect. The paragraph headings herein are solely for the convenience of and reference by the parties and don not constitute any part of these Terms and Conditions.