Advanced Power Conversion Solutions, Inc. (hereinafter referred to as ” APCS “) and the “BUYER” identified on the attached Quotation hereby agree to be bound by these terms and conditions in connection with the sale of goods described on the reverse side hereof.

1. Amount and Type of Goods

APCS agrees to sell and BUYER agrees to buy the quantity and type of goods which are described herein or which comply with written specifications submitted by BUYER and accepted by APCS (the “Goods”).

2. Price and Payment

The price of the Goods is based on full acceptance of these terms and conditions and shall be as specified herein. Any deviation from quoted specifications requested by BUYER may result in price adjustments. Terms are prepay in full with order, unless other terms are offered and agreed to in writing between APCS and the BUYER. If, for any reason, payment cannot be made in accord with the terms hereof or terms agreed to in writing, BUYER shall immediately notify APCS in writing of such fact and the reasons set forth. In such event and in addition to any other rights APCS may have, as provided by law or hereunder, APCS shall have the option of canceling this Contract without penalty. Buyer will promptly pay all sums when due. In the event of non-payment, Buyer agrees to pay, in addition to the principal amounts due, all collection charges incurred by APCS, including charges made by a collection agent, up to, but not exceeding, 30% of the principal balance due and, in the event of suit, reasonable attorney’s fees and court costs.

3. Taxes

Prices are exclusive of all federal, state and local excise, sales, use and similar taxes, if any. Customers purchasing for the resale within the State of Vermont or Colorado must furnish a resale certificate. The certificate shall be signed by and bear the name and address of the BUYER, its resale permit number and shall indicate the general character of the tangible personal property sold by the BUYER in the regular course of business. If a shipment is made to Vermont or Colorado without a resale certificate, appropriate sales taxes will be collected with the final invoice.

4. Delivery

The delivery of the Goods shall be made, in a single or in multiple lots, as specified herein and shall be made on or before the date specified herein, or within a reasonable time thereafter. The delivery schedule hereof shall be considered extended by a period of time equal to the time lost because of any delay which is due to causes beyond APCS’s control as enumerated in paragraph 18 hereof. All installments shall be separately invoiced and paid as billed without regard to future deliveries. Failure to pay for any installment when due shall excuse APCS from making further deliveries. Delay in delivery of any installment shall not relieve BUYER of its obligation to accept remaining installments. All claims for delay shall be deemed waived unless presented to APCS in writing within ten (10) days after delivery of each shipment. The goods shall be delivered to the place described herein.

5. Shipping

Goods are sold ExWorks factory. Shipping, unless otherwise specified herein, will be the least expensive surface transportation as determined by APCS. If shipping is included in the final invoice, then APCS will ship the most economical route via UPS, Fed-X, US Post, or appropriate freight company.

6. Shipment Under Reservation

It is agreed that APCS will maintain right of repossession in the Goods sold until such time as payment thereof is made.

7. Packaging

APCS will determine the type of container and arrange for suitable packaging for domestic transport and delivery of the Goods, and charges related thereto are included in the price for the Goods set forth herein and will be paid by APCS. Special packaging may result in additional charges to BUYER.

8. Risk of Loss

The risk of loss of the Goods shall pass to BUYER as soon as the Goods are tendered to BUYER and delivered ex-dock to BUYER’s shipper. If APCS contracts shipping and invoices upon shipping, APCS will have responsibility for risk until goods are delivered by the freight or delivery company to the BUYER’s dock. Both BUYER and APCS agree that in the event of loss or damage to the Goods, their sole remedy shall be the replacement or repair of the goods.

9. Casualty to Identified Goods

In the event that the Goods covered by any contract resulting from this quote are destroyed or damaged, in whole or in part, prior to time the risk of loss passes to BUYER, the contract shall be voided and APCS excused from all obligations hereunder. If the loss is partial, BUYER shall have the right to accept that portion of the Goods which conform to the written contract.

10. Warranties

BUYER, in furnishing specifications to APCS, agrees to hold APCS harmless against any claims by way of infringement or the like of which arise out of compliance with the specifications. The Goods sold hereunder, when operated within specifications, are warranted to be free from defects in workmanship and materials for a period of one (1) year after date of manufacturing and this warranty shall be limited to repair or replacement of the Goods. APCS assumes no responsibility for the design characteristics of any unit or its operation in a circuit or assembly. Except as provided herein, no other express warranty is given and no affirmation by APCS in words or action, shall constitute a warranty. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES FOR MERCHANTABILITY OR FITNESS.

11. Right of Inspection

BUYER shall have the right to inspect the Goods after delivery. Failure to give notice in writing to APCS of any obvious defects or omissions within three (3) days after delivery shall constitute an irrevocable acceptance of the Goods.

12. Rejected Goods

In the event BUYER rejects any shipment of the goods, and elects to accept only a part thereof, it is agreed that BUYER shall contact APCS for an RMA, prior to the rejected Goods being returned to APCS within ten (10) business days, and shall be at the expense and risk of BUYER. APCS will only warrant compliance to the dimensions and tolerances detailed on the attached drawing (or pdf) file exchanged with the customer at confirmation of order. Any other files, such as CAD files, shall be for information and clarification only. Once a first article has been shipped and received, it is the BUYER’s obligation to note any changes prior to re-order. APCS shall maintain the right in its discretion to either replace the rejected Goods or refund the purchase price applicable thereto.

13. Termination

If BUYER violates, or is officially charged with a violation of any law, regulation, or ordinance which may govern the sale, handling, or disposition of any of the Goods, or if BUYER becomes insolvent, or makes any assignment for the benefit of creditors, or is adjudged bankrupt, or if a receiver or trustee of BUYER’S property is appointed, APCS may, at sole discretion, terminate any contract resulting from this quote and may refuse to make any further deliveries. In the event that any additional customs duty or tariff shall be imposed between the date hereof and the date of arrival at the appropriate point of entry into BUYER’S country, APCS shall have the right to terminate any contract resulting from this quote and any further deliveries thereunder, unless BUYER pays such additional duties or tariffs.

14. Identification

It is specifically agreed that identification of the Goods sold shall occur when the Goods are ready for shipment.

15. BUYER’S Remedies

In the event of breach or repudiation by APCS of any contract resulting from this quote, BUYER’S right to damages shall be limited to the contract price of the Goods, and BUYER shall not have the right to “cover” and fix damages by contracting for substitute Goods at APCS’s expense. Further, APCS shall not be liable, under any circumstances for the cost of processing, lost profits, injury to goodwill or any incidental or consequential damages as those terms are defined in the Uniform Commercial Code.

16. Exclusive Agreement

Any contract resulting from this quote will constitute the entire contract and exclusively determines the right and obligations of the parties hereto, any prior course of dealing, custom or usage of the trade, or course of performance notwithstanding, and may not be modified except in writing and signed by APCS ‘S authorized agent.

17. Non-Assignability

Any contract resulting from this quote shall not be assignable or delegable by either party hereto without the written consent of the other.

18. Force Majeure

APCS shall not be responsible for delays in delivery or any failure to deliver due to causes beyond APCS ‘S control including, but not limited to: acts of God, war, mobilization, civil commissions, riots, embargoes, domestic or foreign governmental regulations or orders, fires, floods, strikes, lockouts and other labor difficulties, or shortages of or inability to obtain shipping space or transportation.

19. Arbitration

All controversies and claims arising out of or relating to any contract resulting from this quote, or breach thereof, shall be settled solely by arbitration held in Barre, Vermont, in accordance with the rules of the American Arbitration Association, and any judgment upon any award thereon may be entered in any court having jurisdiction thereof. And demand for arbitration hereunder shall be made not later than ninety (90) days after delivery of the Goods.

20. Choice of Laws

Any contract resulting from this quote, and all of the rights and obligations of the parties hereto, shall be governed by the Uniform Commercial Code as enacted and in force in the great State of Vermont on the date of any contract resulting from this quote.

21. BUYER revisions

A minimum of four (4) weeks notification prior to APCS ship date is required for consideration of shipping schedule changes to an order resulting from this quote.

22. No Cancellation, No Return (NCNR) policy

APCS has a NCNR policy. The NCNR policy is specific to custom designed components for customer specific applications. In the event APCS does authorize a return, a 10% restocking charge will apply. In the event of cancellation or other withdrawal of an order for any reason, reasonable cancellation charges to cover all expenses, then incurred, and commitments made by APCS, shall be paid by BUYER to APCS.

23. Overage/ Shortage of shipments

APCS reserves the right to ship and invoice for quantities of custom designed components and parts, within 5% of quantity ordered.