TERMS, PAYMENTS
& EXPORT LICENSING

Terms and Conditions of Sales
Making Payments to Waltech
Export Licensing Issues

Terms and Conditions of Sales

1. Acceptance of Purchase Orders
Waltech's (Seller) acceptance of any purchase order issued by Buyer (customer) shall be expressly limited to the terms and conditions set forth below or referenced in Seller's Acknowledgement form. Any additional or different terms set forth or referenced in Buyer's purchase order are hereby objected to by Seller and shall not be deemed a part of any resulting order.

2. Delivery
Seller shall make reasonable efforts to meet the proposed delivery schedule, however, Seller shall not be held in default of performance for any delay in delivery of goods or nonperformance when such delay or nonperformance is a result of circumstances beyond the control of Seller, including delays in deliver or inability to deliver by Seller's suppliers. After such causes have been remedied, Seller shall make and Buyer shall accept deliveries under the purchase order. The delivery dates set out in the purchase order shall be extended by a period equal to the time of delay.

3. Packing and Shipping
Seller shall pack and ship all goods in accordance with good commercial practices.

4. FOB, Title, and Risk of Loss
The FOB point shall be Origin, Seller's warehouse or the shipping point in case of a drop shipment. Title will pass to the Buyer upon delivery of the goods to the carrier at the FOB point. Risk of damage or loss following delivery to the carrier shall be on Buyer, and Seller shall in no way be responsible for safe arrival of the goods. In the case of any loss, for any cause, Buyer shall remain obligated to pay Seller in full for goods shipped according to Seller's invoice(s) and this agreement.

5. Inspection and Acceptance
All goods shall be subject to final inspection at the FOB point.

6. Payment
Buyer shall pay for all goods according to agreed payment terms and agrees to pay interest at a rate of 12% per or overdue invoices. Buyer also agrees to pay for all legal and collection expenses of Seller and Buyer in the event payment must be collected through litigation.

7. Standard Warranty
Seller warrants that all articles furnished under any order, are covered by Seller's supplier's or the manufacturer's warranty. Seller extends its supplier's or the manufacturer's warranty in its entirety and will endeavour to bargain on Buyer's behalf in the case of a dispute. Because warranties differ from company to company, Seller is not in a position to make any specific warranty statements and must depend on its supplier or the manufacturer to advise what warranty applies.

8. Returns
All returns must be authorized by Seller and return instructions must be followed exactly. Unless otherwise specified, all return must be by Express Mail or the equivalent service (such as Datapost) available in Buyer's country. Under no circumstances should goods be returned via air freight. All documentation, including pro-forma invoices and customs forms must clearly state that the product being returned are: "American products being returned - no import duty payable." Return freight and customs charges are for the Buyer's account.

All returned goods must be identified by purchase order number and nature of defect. If inspection by Seller does not disclose any defects within the above warranties, the Seller's or it's supplier's regular repair charge will apply.

ALL STATUTORY AND IMPLED WARRANTIES (INCLUDING IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) ARE EXCLUDED, EXCEPT WARRANTY OF TITLE. THE FOREGOING PROVISIONS ARE IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES, OBLIGATIONS, OR LIABILITIES, AND CONSTITUTE SELLER'S SOLE OBLIGATION WITH REGARD TO DELIVERED GOODS. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, NOR SHALL ANY WARRANTY BE CONSTRUED AS A CONDITION.

9. Cancellation
No purchase order accepted by Seller may be cancelled by the Buyer except by mutual agreement of the Buyer and Seller as evidenced by a written purchase order amendment signed by both parties. Cancellation charges may apply.

10. Limitation of Liability
Seller shall not be responsible, whether to buyer or any third party, in contract or in tort (including negligence) for any indirect, consequential or special damages arising out of or in any manner related to or associated with Seller's performance or omissions hereunder, and buyer hereby agrees to waive any claims against seller with respect thereto. And, in any event, Buyer agrees Seller's liability whether to Buyer or any third party (including negligence) shall not exceed the obligations of Seller identified under Article 7 (Standard warranty) Further, Buyer agrees to indemnify and hold harmless Seller from and against any cause, matter or liability whether to Buyer or any third party arising out of or in any matter associated with Seller's performance or omissions under this purchase order.

11. Waiver
The failure of Seller to enforce any applicable provision of these terms and conditions, or to require at any time performance by Buyer of any provision or obligation hereof, shall in a way be construed to be a waiver of such provision, nor in any way effect the validity of this purchase order or any part hereof, or the right of Seller thereafter to enforce each and every provision.

12. Assignment
Neither the rights nor the duties of either party under this Agreement may be assigned, in whole or in part, by either party without having first obtained the prior written consent of the other party. Any attempted assignment or delegation without such consent shall be void. Notwithstanding the above, Seller may, upon notice to Buyer, assign this agreement to any person, firm, or corporation with which Seller may merge or consolidate or to which Seller may assign rights to payments due or to become due Hereunder.

13. Entire Agreement
These terms and conditions represent the entire agreement between the Buyer and Seller pertaining to the subject matter of any purchase order and shall supersede all prior oral and/or written agreements, proposals, communications and documents.

14. Governing Law
Purchase orders will be construed and interpreted according to the laws of the State of New Jersey, U.S.A.

Terms and Conditions of Sales
Making Payments to Waltech
Export Licensing Issues
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Payments to Waltech

With your cooperation, payments to Waltech can be free of problems and additional expense to you -- please follow the guidelines below:

Amounts over $1,000 - Electronic transfers

• Please ensure that your payment instructions clearly state that all banking charges on transmitting and receiving ends are for your account. Charges paid by Waltech will have to be charged back to your account.
• Wire transfers can be made directly to our bank and by giving instructions EXACTLY as provided.

(Bank details available upon request)

Amounts over $1,000 - Letters of Credit

• Letters of Credit must be drawn on a United States bank (not necessarily Waltech's.)
• We cannot accept alternatives, due to excessive bank charges involved.
• Please ensure that your payment instructions clearly state that all banking charges on transmitting and receiving ends are for your account. Charges paid by Waltech will have to be charged back to your account.

Amounts under $1,000 - Check or Bank Draft

• Please mail payments to Waltech well in advance of the due date to allow for time in the mail.

• It is extremely important that all checks or money orders are drawn on a United States bank. Bank charges due to foreign checks will be charged to your account.

Terms and Conditions of Sales
Making Payments to Waltech
Export Licensing Issues
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US Export Licensing

General
As a policy, Waltech vigilantly abide by all U.S. Export regulations and require that our clients do the same. It is worth noting that all products properly exported from the United States leave the country under some sort of license -- "G-DEST," etc. and therefore obligate overseas recipients to abide by the U.S. laws that govern such trade.

We encourage you to visit or contact by phone or fax the nearest United States Consular offices in your country, in order to be briefed on your obligations. Ignorance of these laws and regulations can result in sanctions against your company.

Orders
Once an order has been received by Waltech, we address export licensing issues and notify the client of any requirements prior, to placing orders with suppliers.

If a validated export license is required, the order can only be shipped "subject to Waltech receiving an export license for the product ordered." Waltech cannot be held responsible for any delays export licensing procedures may cause and such orders can only be cancelled with Waltech's consent.

Military products
Items specifically designed for military use require a State Department export license. Dual use items may take a license. Waltech does not deal in armaments and does not wish to receive inquiries for such products.

Invoices
All Waltech invoices contain a standard export licensing statement -- prescribed by U.S. law -- regarding the product shipped. Please study it.

Terms and Conditions of Sales
Making Payments to Waltech
Export Licensing Issues
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Waltech makes it easy for you to have
your "own" United States buying office.