Hereinafter, AMC is referred to as "Seller," and “Buyer” is to be the company listed on page 1 of Seller’s Proforma Invoice.

1.       ACCEPTANCE -- Seller offers to sell products to Buyer is limited to Buyer’s acceptance of these terms and conditions.  The following actions by Buyer express acceptance to Seller’s Terms and Conditions of Sale, including, but not limited to: written acknowledgement of these terms and conditions, acceptance of any delivery of Seller’s products, signature of Proforma Invoice, payment for the Purchase Order, or any other act of acceptance by Buyer. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.

2.       DELIVERY -- The lead-time specified is based upon delivery out of Seller’s plant and is to be construed as an estimate only.  Seller shall make reasonable efforts to ship the order out by the written lead time provided Seller accepts no liability for any losses or damages arising out of delays in delivery.  Processing of Buyer’s Purchase Order shall not commence until both a signed Proforma Invoice is received by Seller as well as payment for said goods have been confirmed.  If Seller’s deliveries will not meet its estimated schedule, Buyer may ask Seller to ship via alternate courier methods in order to expedite delivery of goods.  Any difference in cost caused by such change shall be paid for by Buyer.  Acceptance of the order shall not bind Buyer to accept future shipments nor deprive it of the right to return goods already accepted and shall not be deemed to be a waiver of Buyer’s right to cancel or return all or any part of any part of the goods because of failure to conform to order or by reason of functional defects or breach of warranty.

3.       Taxes -- Tariffs, customs, or duties that may be incurred during the international shipping process are to be handled and paid for by Buyer.

4.       PACKING AND SHIPPING -- The goods purchased shall be appropriately packed and prepared for shipment to comply with transportation specifications of Buyer, and will comply with carrier’s regulations. Charges for shipping and handling are included in the Proforma Invoice and will be paid by Seller in whole unless otherwise indicated.  A Packing List shall accompany each package shipment showing the order number specified hereon.

5.       WARRANTIES -- Seller warrants all goods delivered will be new unless otherwise specified and free from functional defects in material and workmanship, and that all goods will conform to published specifications. Products are deemed to have a shelf-life of 1 year from date of invoice and shall be warranted to performance within published specifications during this time period.  In the event of Buyer’s notice of functional defects discovered in good time and justifiably so, Seller shall have the right to repair or replace the products in question.  Notices of functional defects must be sent in writing to Seller within 30 days of receipt of goods.  Functionally defective goods must be returned in their original packaging within 1 week after Buyer sends notice of discovered defects to Seller. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER DAMAGES SUSTAINED BY BUYER FROM THE USE OF ITS PRODUCTS.

6.       PRODUCT RETURNS -- No products shipped may be returned without the written authorization of Seller.  Products must be returned in their original packaging within 1 week after Buyer sends notice of discovered defects to Seller. No returns will be authorized after 30 days following receipt of shipment to Buyer.

7.       DISTRIBUTORS -- No agent, distributor, employee, or other representative has the right to modify or expand Seller’s warranty applicable to its products or to make any representations as to the products other than those set forth in Seller’s product literature. Any such claims made shall not be relied upon by Buyer.

8.       TECHNICAL SUPPORT -- In the event Seller provides technical support or advice to Buyer regarding its products or otherwise, such support is given without Seller bearing any liability whatsoever.

9.       FORCE MAJEURE -- In the event of force majeure or other events including but not limited to: war, vandalism, fire, earthquake, and strike, Seller shall not be liable for such damages or delays in shipment of goods provided Seller promptly notifies Buyer of conditions which will result in delay and such that these events were beyond the control of Seller.

10.    GOVERNING LAW -- This sales contract shall be governed by the laws of the State of Michigan, USA.

11.    DISPUTE -- The exclusive venue for all disputes about and resulting from the contract shall be Ann Arbor, Michigan, USA.  Seller shall, however, have the right to sue Buyer at any applicable venue.

12.    MODIFICATION OF AGREEMENT -- This agreement may be modified and any breach hereunder may be waived only by a document signed by the party against whom enforcement thereof is sought. The waiver of any provision of these Terms and Conditions of Sale shall not be taken as a waiver of such provision at any other time.

13.    NON TRANSFERENCE -- Orders are not assignable or transferable, in whole or in part, without the express written consent of Seller.

14.    OTHER PROVISIONS -- Should any provision of this sales contract become ineffective, or should a gap emerge in this contract, the effectiveness of the remaining provisions shall remain unaffected.

15.    ENTIRE AGREEMENT -- These Terms and Conditions of Sale shall constitute the final statement of the terms of this agreement regarding the sale of Seller’s products and supersedes all prior agreements between both Seller and Buyer.