STANDARD WARRANTY & ORDER

TERMS AND CONDITIONS

HOW TO ORDER

Orders may be placed through our sales representatives in your area or directly with the sales department, and should be addressed as follows:

SAGE LABORATORIES, INC.

8 Executive Drive

Hudson, NH 03051 USA

Telephone: (603) 459-1600

Fax: (603) 459-1605

Code Identification Number: (CAGE) - 07180

ACCEPTANCE OF ORDER

Orders received by facsimile or telephone will be accepted and initially processed pending receipt of confirming purchase order. Unless paid by credit card, receipt of confirming purchase order is required within 15 working days or prior to component delivery, whichever is sooner. Sage(Seller) reserves the right to refuse any purchase order regardless of intent based on prior quotation by Seller. Commencement of work prior to receipt of final purchase order shall not be interpreted as acceptance of order.

TERMS OF PAYMENT

All invoices are due and payable 30 days from date of invoice unless otherwise negotiated at the time of order placement. No discounts are authorized. Unless credit has already been established, shipment will be made upon receipt of payment in advance. Each shipment shall be considered a separate and independent transaction, and payment therefore shall be made accordingly.

EXPORT TERMS OF PAYMENT

Full payment is required in U.S. Dollars in advance of shipment, or against irrevocable letter of credit confirmed by a U.S. bank. Sage assumes no liability for bank charges, fees, duties, taxes, tariffs or other miscellaneous charges.

PRICES

Quoted prices do not include federal, state, or local excise taxes, export or special packaging or any compliance testing. (e.g. vibration, environmental, life cycle, etc.) unless specifically requested or identified.

F.O.B. POINT AND SHIPPING METHODS

Unless specified otherwise, all sales are considered to be made F.O.B. Hudson, New Hampshire and title passes to the Buyer upon delivery to the carrier. Damage in transit is handled by the Buyer directly with the carrier. Shipments are made the most economical method using “best commercial practices” unless Buyer’s specific instructions regarding method and routing are provided in the purchase order.

CHANGE ORDERS AND CANCELLATIONS

Change orders are considered to be in effect after both the Buyer and Sage have reached a mutual agreement as to the effect of the change on price, delivery, or other conditions of the order.

Cancellation of an order can be made only with Sage’s written consent and upon such terms as will satisfy all costs incurred by Sage and its proportionate profit on work completed. Sage will stop work promptly upon receipt of written cancellation intent..

All standard catalog products will be subject to a customary restocking charge or cancellation charge depending on the specific circumstances of the cancellation.

All Cut&Trimmed Wireline® and Wirepac® products are manufactured to Customer defined lengths based on specified frequencies of operation. Once trimmed, or manufactured, these products are custom in nature and cannot be restocked. Termination liability equals full order value within 5 days ARO.

CUSTOMER/GOVERNMENT SOURCE INSPECTION

Should source inspection be required, it must be so indicted at the time the request for quotation is made and, subsequently, reflected on purchase order. There is a normal charge for source inspection on a per visit basis.

PUBLISHED SPECIFICATIONS

Sage reserves the right to change, modify, amend or update any and all published specifications, literature, catalogs and other representation made regarding Products offered by the company for general sale at any time.

REPAIRS AND RECALIBRATION

Repairs and recalibration of Sage products are made at the factory. Before returning any component, please contact Sage directly for the assignment of an RMA number, shipping address, and instructions. A form will be provided requesting relevant Product information from the Customer such as model number and serial number and as much information as possible about the reason for return. Allow at least 2 working days for processing of repair authorizations. All non-warranty returns are subject to a minimum evaluation charge. An additional estimate of the cost to repair will be submitted to the customer for approval before commencement of repair work. The cost of repair is based upon the cost of labor and materials, plus a service charge. Returns must be shipped prepaid to the attention of the Repair Department at the address shown above. All conditions, limitations, actions and liabilities express or implied in the forgoing Sage “Standard Warranty” apply to all returns regardless of conflicting Customer declarations unless otherwise agreed to in writing by Seller.

STANDARD WARRANTY

This warranty applies to components and devices (herein “Products”) manufactured and sold by Sage Laboratories Inc. and its subsidiaries. Seller warrants said Products to free of defects in material and workmanship when used under normal operating conditions with the Seller;s specified ratings as published on the day of shipment or other ratings agreed to by Seller in writing prior to delivery, and in accordance with Seller’s operating instructions. Seller’s obligation under this warranty is limited in accordance with the period of time and all other concessions specified herein or as may be specified by the Seller on the face of the quotation precipitating the order or other agreed in writing by Seller.

The sole exclusive remedy under this warranty shall be the repair, or at Seller’s option, replacement of defective Products or alternatively, Seller may elect to refund an equitable portion of the purchase price of the Product. Defective Products are those found upon examination by the Seller to be in-operate within the periods and application specified herein due or traceable to defects in original materials or workmanship.

WARRANTY PERIOD

The warranty period shall commence on the date of shipment from Seller’s plant and extend twelve (12) months following the date of shipment. Upon beginning of said warranty period, all customer’s remedies shall be governed by the terms stated or referenced in this warranty. Replacement or repair under warranty does not extend the original warranty. In-warranty repaired or replacement parts or Products are warranted only for the remaining unexplored portion of the original warranty period applicable to the repaired or replaced parts or Products. After expiration of the warranty period, the Customer shall be charged at the then current prices for parts, labor and transportation.

WARRANTY COVERAGE LIMITATION

All claims under warranty must be made promptly after occurrence of circumstances giving rise thereto and must be received within the applicable warranty period or written notification of the claim made prior to the expiration date and acknowledged by Seller. Such claims should be processed strictly pursuant to the section titled “Repairs and Recalibration” above. Seller reserves the right to reject any warranty claim not promptly reported and any warranty claim n any item that has been altered or has been shipped by non-acceptable means of transportation. When a Product is returned for examination and inspection or for any other reason, Customer shall be responsible for all damage resulting from improper packing or handling, and for loss in transit, not withstanding any defect or non-conformity claimed in the Product. In all case Seller has sole responsibility for determining the cause and nature of failure and Seller’s determination with regard thereto shall be final. If it is found that Seller’s Product, whether within the warranty period or not, has been returned without confirmed cause, Customer will be notified and the Product returned at the Customer’s expense; in addition, the reasonable charge evaluation, testing, and examination made on Products so returned.

LIMITATIONS OF LIABILITY

Sellers obligation under this warranty is limited in accordance with all conditions of sale. SELLER’S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE SHALL NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY SELLER FOR THE UNIT OR PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED, AS THE CASE MAY BE, WHICH IS THE SUBJECT OF CLAIM OR DISPUTE. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGES OF ANY KIND, HOWSOEVER CAUSED, LIABILTY TO THIRD PARTIES FOR BODILY INJURY INCLUDING DEATH, RELATING TO SELLER’S PERFORMANCE OR PRODUCTS DELIVERED HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAW’’S OF MASSACHUSETTS AND SHALL NOT BE AFFECTED BY FOREGOING OR BY PROVISIONS HEREIN. PROVIDED HOWEVER, EACH PARTY HERETO EXPRESSLY AGREES TO HOLD THE OTHER HARMLESS WITH RESPECT TO SUCH PORTION OF SAID PERSONAL INJURY L;IABILITY AS REFLECTS ITS OWN RELATIVE FAULT, INCLUDING THE FAULT OF ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS.

No action, regardless of form, arising out of, or in any way connected with, the Products or services, furnished or to be furnished by Seller, may be brought by Customer more than one (1) year after the cause of action has accrued.

THIS WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR INTENDED PURPOSE, USE OR APPLICATION, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF SELLER, UNLESS OTHER SUCH WARRANTIES, OBLIGATIONS OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITING BY SELLER.