Offers

Unless otherwise indicated, the prices set forth in quotations are valid for 60 days from date of quotation and apply to products that are scheduled for shipment within twelve months from the date of the Buyer's purchase or at Senzors, Inc. shipping capabilities at the time the order is entered, whichever is later.

Acceptance of Orders

Any purchase order to be accepted has to refer to a quotation. All oral orders must be confirmed in writing. By referring to the quotation, Buyer accepts and adopts the General Terms and Conditions of Sale ("Terms and Conditions") to the exclusion of any additional or different terms appearing in Buyer's purchase order and waives any right Buyer may have to enforce any such additional or different terms. Orders are validated by our Acknowledgment of Order or Invoice.

Date of Shipment

The estimated shipping capability stated on quotations is given solely for the Buyer's information and does not constitute a commitment to deliver products in accordance herewith. Buyer may request a specific shipping date or shipping schedule. Senzors, Inc. will schedule shipments based upon Buyer's request and Senzors, Inc.'s shipping capabilities at the time Buyer's purchase order is processed, at which time Senzors, Inc. will issue to Buyer a formal Acknowledgment of Order that will indicate the estimated shipping date(s). After the shipments have been scheduled, Buyer may not cancel or postpone a scheduled shipment unless Buyer submits its request in writing and Senzors, Inc. consents by issuing a new acknowledgment. Any request to cancel or to reschedule the shipment that is received less than 21 days from the date scheduled for the shipment of the products covered by the request may be rejected as untimely, or may be accepted upon payment of the cancellation charge of 20% or a rescheduling charge of 10% of the sales price shown on this quotation, at Senzors, Inc.'s option. Senzors, Inc. will use its best efforts to ship on or even before the estimated shipping dates indicated, but will not be liable for any delay or failure to deliver. Senzors, Inc. shall not be liable for any special, incidental or consequential damages resulting for delivery delays or inability to deliver.

All goods or materials supplied by Senzors, Inc. remain its property until total payment is received. All such goods and materials are at the sole risk of the Buyer and in the event of being damaged, destroyed or lost after delivery, Senzors, Inc. is entitled to receive the total payment for those goods.

Unless otherwise specified in quotations, our prices are in US dollar (USD). They are exclusive of freight costs and of all state and local sales, use, excise, privilege and similar taxes. Such taxes imposed on Senzors, Inc. or which Senzors, Inc. has a duty to collect in connection with the sale or delivery of the products described on the quotation shall be paid by Buyer and will appear as separate items on the invoice.

Shipment / freight

Deliveries are F.O.B. Dover, DE. Title and risk of loss shall pass to Buyer upon tender of the products by Senzors, Inc. to a common carrier. In absence of specific written instruction from Buyer, Senzors, Inc. will select the common carrier, but Senzors, Inc. shall not thereby incur any liability in connection with shipment. Buyer shall be responsible for any freight charge. If the products are shipped freight prepaid, Buyer shall pay Senzors, Inc. the appropriate freight charges, which will be shown as separate items on the invoice.

Payments

Terms are indicated on our Acknowledgment of Order and on our Invoices. Senzors, Inc. will submit an invoice to Buyer for each shipment at the time of shipment. Except as otherwise provided on the quotation, Buyer shall pay the amount invoiced by Senzors, Inc. within 30 days from the date of the invoice. If in the judgment of Senzors, Inc., the financial condition or payment record of Buyer at any time does not justify shipment under the payment terms specified above, Senzors, Inc. may refuse to ship unless it receives payment in advance, or at its option, payment upon delivery. 2% interest per month is charged on overdue accounts.

Documentation

The information given in our documentation, printed matter, data sheets and price lists is without commitment. This information specifies the product but is no warranty, unless agreed in writing.

Warranties

Senzors, Inc. warrants that the products that it sells are delivered free from defects in material and workmanship. Senzors, Inc.'s liability under this warranty is limited to replacing or repairing or issuing a credit note, at its option, any product which is returned to the factory, transportation charges prepaid, and which is determined by Senzors, Inc. to be defective. This warranty does not apply to batteries and accumulators and to any product which has been subjected to or damaged due to misuse, misapplication, negligence or accident, or which has been repaired or altered without express prior and written consent from Senzors, Inc. In order to obtain service under the terms of the warranty, Buyer must notify Senzors, Inc. of any defects before the expiration of the warranty period and make suitable arrangements for the performance of services. In all cases, Buyer shall be responsible for packaging and shipping the products to the Senzors, Inc. plant with shipping charges prepaid. Senzors, Inc. shall pay for the return of any products to Buyer if the shipment is to a location within the continental USA. Buyer shall be responsible for paying all shipping duties, taxes, and other charges for products returned to any other location. Senzors, Inc. will provide on-site service only upon prior agreement and upon payment of all travel expenses by Buyer.

Warranty period for all products is 24 (twenty-four) months from date of shipment. Warranty repair covers all applicable parts and labor. This warranty is given in lieu of any other warranty express or implied. Senzors, Inc. explicitly disclaims any implied warranties of merchantability and fitness for a particular purpose. There are no warranties, express or implied, that extend beyond the description in this document.

THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS AGAINST SENZORS, INC., SHALL BE THE WARRANTY DESCRIBED IN THIS DOCUMENT. ALL DAMAGES, DIRECT OR CONSEQUENTIAL, LIMITED TO THE DESCRIBED WARRANTY ARE EXCLUDED.

Repairs

Unless otherwise requested in writing by the Buyer, all products returned to Senzors, Inc. under the terms of the warranty will be checked and analyzed in order to determine the cause of the default(s) claimed by the Buyer. A report will then be written pointing out the nature of the default(s), the party responsible for the default(s) and the quotation of the repair. If the expertise determine that the Buyer is responsible for the default(s) or if no default is found, the cost of the expertise will be charged to the Buyer additionally to the eventual cost of the repair. If the expertise implicates Senzors, Inc.'s responsibility, Senzors, Inc. will support the cost of the expertise and the cost of the repair.

Once Buyer receives the report indicating the costs for the repair and if its responsibility is pointed out, Buyer has to give its acknowledgment or its decision for the repair in writing within 1 (one) month from the date of the report. If Senzors, Inc. does not receive any acknowledgment within 1 (one) month from the date of the report or if Buyer does not want the product(s) returned to be repaired, the cost of the expertise will be charged to the Buyer and no repair will be done. Replaced parts become the property of Senzors, Inc.

In case Buyer requests in writing no expertise, he accepts the responsibility of the default(s) and accepts consequently to be charged of the cost of the repair.

Complaints

All claims or dispute must be made in writing to Senzors, Inc. a maximum of 8 (eight) days from receipt of the goods. Written notice by registered mail must be received within 8 (eight) days of discovering faults not previously apparent.

If the warranty claims are justified, Senzors, Inc. is free at his discretion to repair, replace or credit. No further compensation for damages will be made.

Buyer cannot demand better characteristics to those described in our documentation (for example a better linearity), even if better characteristics have previously been supplied on former deliveries.

Any disputes or claims of Buyer must be initiated in a proper court or other adjudicative body, as applicable, within one (1) year from the date of shipment by Senzors, Inc., or its representative(s), or such claim shall be deemed invalid or expired and cannot be renewed. To the extent allowed, this limitations period shall trump any applicable statutory limitations period that may state a longer period.

Limitation of responsibility

Our responsibility concerns the correct function of our products only. It cannot be extended to the whole system in which they are used. Our responsibility is limited to the replacement, repair or reimbursement of the goods we accept as defective or non- conforming, any indirect loss or damage excepted. The claim must be made in writing 8 (eight) days from receipt of the goods.

Place of jurisdiction / Applicable law

The contract made by acceptance of this offer shall be deemed made in the State of Delaware and shall be governed by and construed in accordance with the laws of that state without reference to or application of any conflicts of laws principles and without consideration of the place of execution.

Buyer expressly agrees to the subject matter and personal jurisdiction of the Circuit Courts for the City of Dover, Delaware

Assignment

Neither this offer nor any contract resulting therefrom may be assigned or transferred in whole or part without the prior written consent of Senzors, Inc. No assignment or transfer in violation of this provision shall be valid or binding on Senzors, Inc.

Attorney's Fees

Upon any breach of this Agreement, attorney's fees and costs of the substantially prevailing party, whether by litigation or settlement, shall be paid by the breaching party.