SONIX Terms and Conditions of Sale

1. FORMATION OF CONTRACT

By placing an order, accepting or paying for the goods specified on the face of this order or quotation, Purchaser agrees to the terms and conditions of sale contained herein. If Purchaser objects to any of these terms, such objection shall be in writing and received by SONIX at the address stated on the front hereof prior to commencement of performance by SONIX. Additional or different terms in Purchaser’s purchase order or other forms shall not be deemed objections hereto, unless specifically and conspicuously labeled “objections”. Any additional or different terms contained in Purchaser’s form are objected to by SONIX without need of further notice, and shall not be binding on SONIX unless expressly accepted in writing by an officer of SONIX. SONIX written confirmation of the order shall not constitute an acceptance by SONIX in writing of any additional or different terms contained in purchaser’s form.

2. TERMS OF PAYMENT

If SONIX extends credit to Purchaser, terms of payment shall be net 30 days from invoice date unless otherwise specifically agreed in writing by SONIX. Interest shall be assessed on any amounts outstanding after 30 days in the amount of the lesser of 1 1/2% per month of the unpaid balance (annual rate of 18%) or the maximum interest rate allowed by law. If purchase is being made from outside the United States of America, payment shall be made in lawful, unblocked, free United States of America dollar exchange. SONIX reserves the right to withdraw any offer to sell or to cancel any agreement prior to shipment of goods if, in SONIX’s sole judgment, Purchaser’s credit record is inadequate. SONIX also reserves the right to change the credit terms, or to withdraw credit.

3. SHIPMENTS

Unless otherwise indicated on the face of this order or quotation: (a) shipments shall be ExWorks; (b) SONIX, at its option, may hold all goods for shipment at one time, or may make partial shipment provided any agreed delivery schedule is met subject to item 4 of these terms; and (c) each shipment shall be treated as a separate contract for the purposes of these Terms of Sale, and SONIX may refuse to make additional shipments if Purchaser is in breach with respect to any prior shipment. In the event of shipments arranged by SONIX, Purchaser may request that a shipment be insured at net value or minimum coverage provided by carrier, whichever is greater. In the event of damage or loss in shipment, Purchaser should file a timely claim with the carrier and also notify SONIX.

4. DELIVERY

The scheduled shipping date, if any, upon the face of this document is SONIX’s best estimate at the time the order is entered, but SONIX shall not be liable for any failure or delay in making delivery of the product by the due date, unless such failure is reckless or willful. The existence of delay, other than delay from SONIX’s recklessness or willfulness, shall automatically extend the time of performance and delivery by SONIX to the extent necessary to enable it to make delivery with reasonable diligence after the causes of the delay have been removed. Unless otherwise specifically agreed in a writing signed by a SONIX officer, SONIX will not accept purchase orders or make offers to sell products on terms which provide that “time is of the essence”.

a) CHANGE OF DELIVERY DATE

Any order, entered and confirmed with a delivery date, shall be subject to the following limitations in regards to change of delivery: If the order is within zero to 4 weeks of scheduled delivery, no change of delivery date shall be allowed. If the order delivery date is greater than 4 weeks, but less than 8 weeks away, the order shipment date may be moved out a maximum of 4 weeks from the original scheduled delivery date. If the delivery date is greater than 8 weeks away, the delivery date may be move out a maximum of 8 weeks from the original scheduled delivery date. Changes outside of these limitations shall result in a negotiated cost implication and shall be based on order size and amount of time requested for change of scheduled delivery date.

5. ACCEPTANCE

For individual components and replacements parts (not including Echo, Echo Pro, AutoWafer or AutoWafer Pro machines), the Purchaser will be deemed to have accepted the goods described on the face hereof if SONIX does not receive written notice of rejection within 10 days of receipt by Purchaser. For Echo, Echo Pro, AutoWafer or AutoWafer Pro and refurbished legacy machines, acceptance will be confirmed by the Purchaser in writing. In any event, payment shall constitute acceptance.

6. DESIGN

Unless otherwise specifically agreed in writing, SONIX reserves the right to adopt any changes in the design or manufacture of its products, the utility of which shall be in SONIX sole discretion. In the event that this order or quotation is supplied in compliance with Purchaser’s plans, drawings or specifications, Purchaser shall indemnify and hold SONIX harmless from and against all damages, liabilities, losses and expenses (including, without limitation, damages for infringements on the patents of others).

7. LIMITED WARRANTY AND LIMITATION OF LIABILITY

Sonix Inc. stands behind the quality and workmanship of its products by proudly offering a one-year limited warranty on all new products, including computer components, cables, mechanical components, special data acquisition boards, stepper motors, and ultrasonic pulser/receivers, and transducers. Sonix warrants that at the time of shipment, the products manufactured and sold by Sonix will be free of defects in material or workmanship, and conform to the specifications furnished by and approved in writing by Sonix. The warranty period for new systems (and transducers ordered with them) begins on the customer acceptance date, the warranty period for new transducers (shipped separately) begins on the date of shipment. The warranty for repaired, replacement or refurbished items is 90 days or the balance of the original product warranty period, which ever is greater, and begins on the day of shipment.

Sonix, at its sole discretion, will repair or furnish a replacement for any product, which is proven defective during the warranty period. However, the product must first undergo inspection by Sonix, who will conduct tests and an examination of the faulty product. If the product is covered under warranty and failure is determined to be the responsibility of Sonix, Sonix will re-install the product free of charge. However, if the product is no longer covered under warranty or failure is determined to be the customer’s responsibility, Sonix will not be responsible for re-installation of product.

The warranty does not extend to any product manufactured by Sonix, which has been subjected to misuse, neglect, accident, improper installation, or to use in violation of instructions furnished by Sonix. It does not extend to, nor apply to, any unit that has been repaired or altered at any place other than Sonix or by a Sonix authorized technician. It does not extend to any unit from which the serial number has been removed, defaced or changed, nor does it extend to furniture. Sonix is not liable for any special incidental or consequential damages or losses or for loss, damage or expense directly or indirectly that should arise from the use of the products or any inability to use them separately or in combination with any other equipment or material, or from any other cause.

8. CANCELLATION

Orders for Echo, Echo Pro, AutoWafer or AutoWafer Pro are cannot be cancelled. Orders for components, including computer components, cables, mechanical components, special data acquisition boards, stepper motors, and ultrasonic pulser/receivers, and transducers, cancelled by Purchaser prior to shipment shall be subject to appropriate cancellation charges by SONIX.

9. TAXES

All sales, use, or similar excise taxes or governmental charges imposed upon the sale or shipment of the product shall be paid for by the Purchaser and shall be added to and become part of the purchase price of the product. It is the policy of SONIX to collect such taxes if in its judgment it is required to do so, unless Purchaser provides the appropriate tax exemption information to SONIX prior to its invoicing the order.

10. CONFIDENTIAL INFORMATION

Unless specifically otherwise agreed, SONIX will not accept any disclosure to it by Purchaser of any information claimed to be confidential (including plans, drawings or specifications relating to Purchaser’s proposed use of the product).

11. INTERNATIONAL DELIVERY

If the purchase calls for shipment to a point outside the United States of America, acceptance by SONIX is expressly subject to its ability to obtain, on appropriate terms, any export license or permit required by applicable governmental law or regulation.

12. PRICE CHANGES

SONIX reserves the right to change prices set forth in price quotations and acknowledgments issued by SONIX, for products ordered by Purchaser which at Purchaser’s request are rescheduled for a new shipment date.

13. GOVERNING LAW

The validity, construction and performance of this contract and the transactions to which it relates shall be governed by the laws of Springfield, VA USA. All actions, claims or legal proceedings in any way pertaining to this contract or related transactions shall be commenced and maintained in Virginia state courts or in federal court for the District of Virginia. Both parties acknowledge that, in pursuing this transaction, each has had minimum contacts with Virginia and the parties hereto agree to submit themselves to the jurisdiction of such court.

14. GOVERNMENTAL CONTRACTS

In the event the goods specified on this form are sold to the United States Government, a state government, or any agency, instrumentality or subdivision of a Federal or state government, the terms and conditions of this form shall be modified and amended only to the extent necessary to incorporate all applicable provisions of Federal, state or local procurement law. Likewise, if such governmental Buyer has previously entered into a separate agreement with SONIX, such terms shall supersede the terms hereof. Federal or state entities authorized to buy under SONIX’s schedules shall not be bound by the terms and conditions stated herein and should instead refer to SONIX’s applicable schedule.

15. EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION COMPLIANCE

SONIX agrees to abide by the requirements imposed by Executive Order 11246, as amended, and the rules and regulations of the Secretary of Labor as set forth in Title 41 CFR, Chapter 60.

16. OTHER TERMS AND CONDITIONS OF SALE

Any terms and conditions of sale proposed by Purchaser shall not be deemed to constitute terms and conditions of sale applicable to this order unless such terms are consistent herewith, and no prior course of dealings between SONIX and Purchaser, nor common usage of trade shall operate to modify any of these general terms and conditions of sale.

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