GENERAL.  Ellsworth Corporation (“Ellsworth”) is offering to provide the goods and/or services described herein (the “Products”) to the buyer to which this offer is addressed (“Buyer”), subject to the terms and conditions set forth here (the “Agreement”).  Buyer may not modify, change, renounce or waive any term or condition hereof without Ellsworth’s express written consent.

CANCELLATION OR MODIFICATION; REPLACEMENTS.  Buyer may not cancel or modify its order excepted upon terms accepted by Ellsworth in writing.  In the event of any cancellation or modification, Buyer shall compensate Ellsworth for all costs and damages resulting there from, including, but not limited to, out-of-pocket expenses and lost profits.  No Products may be returned to Ellsworth without its prior, written authorization and Products may be returned only on the terms or conditions specified in such authorization.  Returned Products must be of current manufacture, unused, in resalable condition, and securely packed to reach Ellsworth without damage.  All cost incurred by Ellsworth to put Products in first class condition will be charged to Buyer.  All Product returned to Ellsworth shall be subject to a restocking charge plus the costs of freight, packaging, insurance and any import or export costs.  Ellsworth shall only accept Returned Products due to quality issue that Ellsworth shall provide replacements but no refund.

Delivery Delays: In the event of delay in delivery requested by Buyer or caused by Buyer’s (a) failure to supply adequate instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in a timely manner; (d) requested changes; or (e) failure to provide documents required for Ellsworth to effect delivery, Ellsworth will store all Products at Buyer’s risk and expense.  Buyer shall pay all storage costs and expenses upon Ellsworth’s demand.

MICELLANEOUS.  Ellsworth reserves the right to correct clerical or similar errors relating to price or any other term shown in this Agreement.  The failure of Ellsworth to insist, in any one or more instances, upon performance of any of the terms, covenants and conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or the future performance of any such term, covenant or condition.  The invalidity of any provision or clause of this Agreement shall not affect the validity of any other provision or clause hereof.

INSURANCE.  Buyer shall fully insure all materials delivered to Buyer from Ex Work Facility.

WAIVER.  No claim or right of Ellsworth under this Agreement will be waived or renounced in whole or in part unless the waiver or renunciation of such claim or right is acknowledged and confirmed in writing by Ellsworth.

LAW.  The Agreement shall be governed and interpreted in all respects in accordance with the local laws and Ellsworth hereby irrevocably submits to the jurisdiction of the local Counts but Ellsworth reserves the absolute right to enforce this Agreement in the court of any other competent jurisdiction.