THIS AGREEMENT GOVERNS YOUR PURCHASE OF PRODUCTS FROM ISCA TECHNOLOGIES, INC.   PLEASE READ IT CAREFULLY.   NO OTHER TERMS APPLY.   BY SUBMITTING YOUR ORDER YOU ARE AGREEING TO THESE TERMS AND CONDITIONS.

1. General
   In these conditions "the Company" shall mean ISCA Technologies, Inc. and the "Customer" shall mean any person, firm or company placing an order with the above mentioned company.   The "Conditions" means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Company and the Customer.   The "Products" means all or any products and/or services supplied by the Company to the Customer under this Agreement.
   
   All contracts entered into, quotations given and purchase orders accepted by Company are subject to the terms and conditions contained herein or overleaf and no others, unless otherwise agreed by Company and Customer in writing signed by both parties.   The provisions of this contract supercede any prior representations, agreements or undertakings between the parties.
   
   
2. Formation of Contract
   An order placed by Customer with the Company shall be deemed accepted only upon written acknowledgement of the order or shipment of any products called for by Customer's order.   The Company accepts orders or supplies products to Customer only under the condition that Customer agrees to be bound by and comply with these Conditions together with those documents or parts of documents which specify the products and which have been signed or accepted by The Company in writing (hereinafter collectively the "Sales Agreement").   The Company's receipt of a purchase order or its shipment of products to Customer does not constitute an acceptance by the Company of the terms and conditions of Customer's purchase order or any proposal.
   ANY ATTEMPTED MODIFICATION OF THESE CONDITIONS OF SALE PROPOSED BY CUSTOMER IN A PURCHASE ORDER CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THESE CONDITIONS OF SALE SHALL NOT BE BINDING UPON THE COMPANY UNLESS SPECIFICALLY ACCEPTED BY THE COMPANY IN WRITING.THE COMPANY OBJECTS TO ANY TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THESE CONDITIONS.
   
   
3. Prices and Delivery
   Unless otherwise agreed in writing, prices for products shall be the Company's list prices current at the time of shipment in U.S. dollars, F.O.B. point of shipment (freight and insurance prepaid). Payment terms shall be net thirty (30) days from the date of invoice for those Customers with approved credit.   Other payment terms include credit card charges on date of shipment and UPS C.O.D. for orders less than one thousand (1,000) U.S. dollars, and Cash in Advance of shipment.   Shipping costs shall be borne by the Customer.   The Company shall separately indicate on its invoice any tax that is required to be imposed.   All risk of loss or damage to Products purchased hereunder shall pass to the Customer at the time Product is transferred by The Company to a commercial transportation carrier for shipment to Customer.   All delivery dates are approximate.   In no event shall The Company be liable for consequential, special, incidental, or exemplary damages based on any delay in delivery or failure to deliver Product under this Agreement.
   
   
4. Cancellations
   In the event that Customer cancels an order for Product or Material not customarily carried in stock by the Company, the Company shall have the right to reject such cancellation, or to accept such cancellation in which event the Company may charge Customer as liquidated damages the then current list price for completed Product or an equitable price as determined by the Company based upon the degree of completion for Product in process at the time of cancellation, transportation and warehousing charges.
   
   
5. Payments
   In the event Customer fails to fulfill previous terms of payment or in case the Company shall have any doubt at any time as to Customer's financial responsibility, the Company may decline to make further deliveries except upon receipt of cash or other special arrangements.   It is hereby understood and agreed that in the event of nonpayment of the account, the Company may refer the matter of the collection of said account to any person or collection agency, or to the collection department of the Company for collection, and if the account be so referred, Customer shall pay to the Company any and all attorney's fees and /or reasonable collection and service charges.   Past due accounts are subject to a Finance Charge of not less than eighteen (18) percent annually.
   
   
6. Warranty
   The Company warrants that the Products will conform to the specifications therefore in effect at the time of delivery of the Product or such other specifications as may be mutually agreed upon in writing.   Customer shall inspect all Product delivered hereunder for damage, defect, or shortage immediately upon receipt by Customer, and shall immediately provide the Company with notice of any such damage, defect, or shortage.    If any Product is determined not to conform to specification or such other specifications as may be mutually agreed upon within thirty (30) days of shipment, such Product will be replaced by The Company without additional cost to Customer, or, at the Company's option, the Company shall refund the purchase price therefore.   This remedy is Customer's exclusive remedy for breach of warranty. Defective Products shall not be returned by Customer until authorized in advance by the Company. Returned Products to the extent possible, should be returned intact in form as shipped.   THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   
   
7. Limitation of Liability, Remedy and Damages
   The liability of the Company arising out of possession or use of the Product or any technical advice relating thereto is limited to the warranty obligations set forth above in the Warranty Article and in no event shall the Company's liability, whether based in contract, warranty, negligence or other tort, strict liability, or otherwise exceed the purchased price of the Product in question.   Upon the expiration of the applicable Warranty period stated herein, all such liability whether based in contract, warranty, negligence or other tort, strict liability, or otherwise shall be deemed waived unconditionally and absolutely.   The foregoing shall constitute the sole and exclusive remedy of the Customer, and the sole and exclusive liability of The Company.   IN NO EVENT SHALL THE COMPANY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF ANY SUBSTITUTE FOR THE PRODUCT, DOWNTIME, CLAIMS OF THEIR PARTIES, AND INJURY TO PROPERTY.   THIS LIMITATION SHALL APPLY NOTWITHSTANDING A FINDING THAT ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
   If the Company, without separate compensation therefore, furnishes Customer with advice or other assistance concerning any product supplied hereunder or any system or equipment in which any such product may be installed which is not required pursuant to this agreement, the furnishing of such advice or assistance will not subject the Company to any liability, whether in contract, warranty, tort (including negligence) or otherwise.
   
   
8. Technical Advice
   While the Company makes reasonable best efforts to ensure that its technical advice is valid, the Customer agrees that it is not relying upon any representation, statement, or other assertion made by the Company with respect to the Products and their suitability and that Customer has made it's own inquiry, testing, and investigation into and based thereon has formed an independent judgment concerning the Products and the suitability of the Products for the use, conversion, or processing intended by Customer and will not assert any claim against the Company or hold the Company liable in any manner with respect to any information, testing, designs furnished (or failed to be furnished) by the Company including without limitation, technical advice or recommendations.   Statements made by the Company concerning possible or suggested uses of materials or designs described herein are not to be construed as constituting a license under any patent covering such use nor as recommendations for use of such materials or designs in the infringement of any patent.
   
   
9. Variations
   Unless otherwise agreed in writing, any variation over or under in quantities shipped not exceeding five (5) percent of the quantities ordered shall constitute compliance with the order and the unit price will apply to the quantity actually delivered.
   
   
10. Security Title
    Security title and right of possession of the Products shall remain with the Company and the Products shall remain the personal property of The Company until all payments hereunder shall have been received in full.   The Company and the Customer agree to do all acts necessary to perfect and maintain such security right and title in The Company.
    
    
11. Export
    In the event that the ultimate destination of the Products is outside the USA, the Customer shall be responsible for the timely obtaining of and the costs of obtaining any required authorization such as an Export License, Import License, Exchange Permit or any other governmental authorization even though any such authorization may be applied for by Company.   Company and Customer shall assist each other in every reasonable manner in securing such authorization as may be required. Company shall not be liable if any such authorization is delayed, denied, revoked, restricted or not renewed and Customer shall not thereby be relieved of its obligations hereunder.
    
    
12. Legal and Regulatory Approval
    In the event that the Products are used outside the USA, the Customer shall be responsible for timely obtaining of and the costs of obtaining appropriate legal and regulatory approval for the use of the Products in the respective territories outside the USA. The Company shall assist and provide to the Customer, to the extent feasible as determined by the Company, the required product information to secure such legal and regulatory approval. The Company shall not be liable if any such approval process is delayed, denied, revoked, restricted or not renewed and Customer shall not thereby be relieved of its obligations hereunder.
    
    
13. Force Majeure
    Any party will be excused from performing under a sale agreement or any other agreement of which these Conditions are part of if prevented by an event of force majeure including strike, lockout, or other major trouble affecting labor relations.   If any such event of force majeure should last for more than two (2) consecutive months, any party may elect to terminate this Agreement immediately upon giving a written notice to the other party.
    
    
14. Trademarks The only Company trademarks that the Customer may display to advertise and sell the Products shall be those trademarks under which the Products are sold by the Company to the Customer hereunder or such other trademarks expressly authorized by the Company (hereinafter called 'the said trademarks') and the Purchaser shall comply with the Company's instructions as to the manner and context in which the said trademarks and the statements to accompany them are displayed. No trademarks of the Products shall be undertaken by the Customer or any person on the Customer's behalf without the Company's prior written consent nor will the Customer alter, obliterate, add to, or otherwise interfere with the said trademarks.
    
    
15. Privacy Policy The Company respects the privacy of its Customers. The Company's Privacy Policy applies to Customers. The Privacy Policy can be viewed on the Company website (www.iscatech.com) .
    
    
16. Miscellaneous This contract contains the complete and exclusive agreement among the parties and supersedes prior understandings whether written or oral. Unless The Company has provided written consent, a partial or complete assignment of right(s) or delegation of obligation(s) shall be void. This contract may not be changed, renewed, extended, or modified in any manner. Neither course of performance, nor course of dealing, nor usage of trade shall be used to qualify, explain or supplement any of the terms of this contract. Any failure of the Company anytime, or from time to time, require the performance of the Customer of any other items and conditions of the contract shall not constitute a waiver by The Company of these Conditions of Sale and shall not affect or impair the Sales Agreement in any way. This contract shall be interpreted and governed by the laws of the State of California.
    Substitutions and Modifications of Products: Company may modify the specification of products designed by Company, provided the modifications do not adversely affect the performance of said products.
    This agreement (including any specifications or other documents incorporated by reference to the Company's quotation) constitutes the entire understanding between the Customer and the Company concerning the subject hereof and any representation, promise, course of dealing or trade usage not contained herein will not be binding. No modification, amendment, rescission, waiver or other changes of this agreement or any part thereof shall be binding on the Company unless consented to in writing by the Company's authorized representatives.

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