LIMITED PRODUCT WARRANTY: All METRIX products are warranted, to the original purchaser only, against defects in material and workmanship for a period of 18 months from the date of invoice. METRIX does not warrant against defects caused by misuse, abnormal operating conditions, alterations or damage such as fire, flood, wind and lightning. Additionally, METRIX does not provide any warranty on fuses, lamps and calibration services.

METRIX upon prompt notice, and in any event within three (3) months of discovery of any defect in material or workmanship during the warranty period, at its choice will repair or replace products within a reasonable time provided that the failure or damage has not been caused by misuse, abnormal operating conditions, alterations or damage such as fire, flood, wind and lightning. All returned merchandise must be sent freight prepaid by Buyer, properly boxed to prevent damage in transit.

LIMITED SERVICE WARRANTY: METRIX agrees to perform service for Buyer on expressed condition METRIX’s sole obligation will be that the service will be performed in a professional and competent manner and will be of the kind and quality described in the proposal.

If there is a specific problem with the quality of the service performed, METRIX should be informed immediately and the service will be repeated at no additional charge. In the event corrective services are performed by METRIX, Buyer must provide adequate access to the equipment to allow METRIX to perform these services. Any additional costs incurred to provide access to the equipment will be assumed by the Buyer.

THE FOREGOING WARRANTIES OF ALL METRIX PRODUCTS AND SEVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REGARDLESS OF WHETHER UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, THE FOREGOING REMEDIES SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF THE BUYER AND THE SOLE LIABILITY OF METRIX WITH REGARD TO ITS PRODUCTS AND SERVICES PERFORMED. METRIX DOES NOT WARRANT THE FITNESS, SUITABILITY OR CONDITION OF BUYER’S EQUIPMENT UPON WHICH THE SERVICES ARE PERFORMED.

CONDITIONS OF SALE

Acceptance: The sale of goods and services is expressly conditional on Buyer’s acceptance of METRIX’s terms and conditions as stated herein and on the typed portion of the attendant quotation. Unless otherwise specifi ed in writing, all quoted prices are fi rm for thirty (30) days from the date of offer. Provided that METRIX’s terms and conditions have not been previously accepted by Buyer, Buyer’s receipt of goods or services shipped under this Agreement constitutes Acceptance of these terms and conditions.

PAYMENT: Invoices will be issued as of the date of shipment and shall become due and payable in lawful money of the United States within thirty (30) days of the issuance thereof, unless otherwise agreed in writing.

SERVICE CHARGE: All invoiced amounts unpaid and outstanding will be subject to a service charge of one and one half percent (1 ½%) per month (18% per annum) from the date due.

CONFLICTING TERMS: In the case of any confl ict between the terms or conditions of Buyer’s order and Seller’s terms and conditions as expressed herein, Seller’s terms and conditions shall apply.

CANCELLATION: No order may be cancelled in whole or in part without Seller’s prior written consent; provided, however, that the cancellation of any order, in whole or in part, authorized by Seller shall be subject to assessment of cancellation charges as may be determined by Seller at the time of cancellation.

PRICES: All prices are F.O.B. METRIX and are subject to change without notice and are subject to correction for stenographic or clerical errors.

FORCE MAJEURE: Seller shall not be liable for any delay or failure of shipment if caused by labor dispute strike, embargo, war, riot, insurrection, civil commotion, fire, flood, accident, storm or any act of God, failure of supplies or transportation, governmental action or other causes beyond Seller’s reasonable control.

LIMITATION OF LIABILITY: Metrix’s total liability for any and all losses and damages arising out of any and all causes whatsoever including, without limitation, defects in the goods, services, software, documentation, or Sitework supplied under this Agreement, shall in no event exceed the purchase price of the applicable item(s).

In no case shall METRIX be liable for any special, incidental or consequential damages based upon breach of warranty, breach of contract, negligence, direct liability or any legal theory. Such damages include, but are not limited to, loss of profit, loss of savings or revenue, loss of use of the product or any associated equipment, downtime, the claims of third party including Buyers or injury to property.

MISCELLANEOUS: Seller reserves the right to alter component designs without notice. No claim for error in shipment will be considered unless made within ten (10) days after Buyer’s receipt of merchandise. In the absence of specific instructions on orders received, merchandise will be shipped via the carrier Seller deems most practical.

ALL SALES ARE MADE PURSUANT TO THESE TERMS AND CONDITIONS AND ALL ORDERS ARE RECEIVED WITH THE UNDERSTANDING THAT THEY ARE PLACED UNDER THESE CONDITIONS.