1.     Application: Formation of Contract.  These General Terms and Conditions of Sale and Performance of Testing Services (the “Terms and Conditions”) shall apply to all acts in respect of the purchase and sale of testing and other services (the “Work”) pursuant to any contract (a “Contract”) to which these Terms and Conditions are made applicable. The submission by a party (“Customer”) of any sample to Eaton Aerospace Labs for testing or similar services shall, upon acceptance of such sample by Eaton Aerospace Labs for such services, constitute an express Contract to which these Terms and Conditions apply. All orders for Work are subject to Eaton Aerospace Labs’s approval and acceptance.

2.     Modification and Waiver: Other Terms.  No provision in these Terms and Conditions may be varied or waived except by a writing specifically describing such variance or waiver signed by an officer of Eaton Aerospace Labs. Eaton Aerospace Labs’s acceptance or acknowledgement, even if in writing and signed by Eaton Aerospace Labs, of Customer’s purchase order or any other document pertaining to the Work shall not be deemed an acceptance of any provision of Customer’s purchase order or any other document that conflicts with or adds to these terms and conditions, absent a separate agreement in writing signed by ATC Labs expressly acknowledging and agreeing to such provisions. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT TERMS AND CONDITIONS SET FORTH IN ANY ORDER FORM, PURCHASE REQUEST OR CONFIRMATION PROVIDED BY CUSTOMER ADD TO OR CONFLICT WITH THESE TERMS AND CONDITIONS, THESE TERMS AND CONDITIONS SHALL PREVAIL AND GOVERN. Eaton Aerospace Labs’ ACCEPTANCE OR A CONTRACT TO PERFORM WORK IS EXPRESSLY CONDITIONAL ON CUSTOMER’S AGREEMENT AND ASSENT TO THESE TERMS AND CONDITIONS.

3.     Prices for the Work: Payment.  Prices quoted by Eaton Aerospace Labs for the Work are solely for the performance of the Work and do not include freight, insurance, inspection or packaging charges, warehousing or storage costs, or any sales, use excise, customs duties, or other taxes or fees (“Costs”). Unless Eaton Aerospace Labs expressly agrees in writing to pay such Costs, all such Costs are to be paid by Customer and any Costs paid by Eaton Aerospace Labs shall promptly be reimbursed by Customer. A minimum charge of $50.00 applies to each sample submitted unless a blanket purchase order specifying different pricing has been submitted and accepted. Written and oral quotations are subject to withdrawal by Eaton Aerospace Labs by notice at any time, and, in any event, shall be valid only for thirty (30) days from the date thereof.

Payment is due in cash as specified in Eaton Aerospace Labs’ quotation, proposal or order confirmation and, unless otherwise expressly agreed to in writing by Eaton Aerospace Labs, payment is due in U.S. dollars only. If not specified therein, payment is due in cash upon completion of the Work; provided, however, that if the Contract involves a series of tests or other events of partial performance, Eaton Aerospace Labs may invoice, and Customer shall pay for, each such test or part on a pro rata basis. If performance is delayed by Customer or other cause beyond Eaton Aerospace Labs’ reasonable control, Eaton Aerospace Labs may submit invoices, and payment shall become due, as if the Work had been completed as scheduled. If such delay is caused by Customer, Customer shall additionally pay all reasonable warehousing and other expenses and Costs of Eaton Aerospace Labs incident to such delay in shipment.

The net amount for services performed pursuant to these Terms and Conditions shall be due in full, without discount, within thirty (30) days of invoice, unless otherwise stated. If payment in full is not made when due, interest shall accrue on the unpaid balance at the lesser of (i) the rate of 1 ½% per month (18% per annum) or (ii) the maximum rate permitted under applicable law. Customer agrees to pay reasonable attorney’s fees incurred by Eaton Aerospace Labs in the collection of past due invoices and account balances.

If Eaton Aerospace Labs at any time determines in its sole judgment that there are reasonable grounds for insecurity with respect to Customer’s payment for the Work or any other obligation of Customer set forth in the Contract or in these Terms and Conditions, Eaton Aerospace Labs may require adequate assurance of due payment or other performance, such as payment in cash or satisfactory security, and until Eaton Aerospace Labsreceives such assurance, Eaton Aerospace Labs may suspend any performance for which it has not already received payment.

4.     Completion of Work: Limited Warranty.  Eaton Aerospace Labs warrants that it will complete the Work in a satisfactory and workmanlike manner consistent with industry standards, Eaton Aerospace Labs will exercise commercially reasonable efforts to complete the Work and provide a report thereon by any date reasonable requested in writing by Customer, but shall not be liable for any delay in the performance of projects or in the delivery or shipment of goods, or for any damages suffered by the client by reasons of such delay. Eaton Aerospace Labs’ performance of any and all Work is subject to Eaton Aerospace Labs’ current facility schedules, governmental priorities, and other government regulations, purchase orders, directions, and restrictions that may be in effect from time to time.

Eaton Aerospace Labs may subcontract work at its own discretion to prevent delays. Subcontract work will meet the intent of the customer’s request.

EXCEPT AS EXPLICITLY SET FORTHIN THIS PARAGRAPH 4, ATC LABS MAKES NO OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED.

ATC Labs’ warranty shall not apply to any portion of the Work performed by a party other than ATC Labs except to the extent that any such third party has warranted such performance to Eaton Aerospace Labs and is liable to Eaton Aerospace Labs under such warranty.

No employee, agent or other person authorized to give any warranties on behalf of Eaton Aerospace Labs in addition to or different from those herein given, or to assume for Eaton Aerospace Labs any other liability in connection with the Work except in a writing which is signed by an authorized officer of ATC Labs, which expressly gives such warranties or assumes such liability, and which is made part of the Contract pursuant to paragraphs 1 and 2 above.

5.     Customer’s Property.  Whenever Eaton Aerospace Labs is provided in writing detailed instructions as to the treatment and handling of Customer’s property, Eaton Aerospace Labs will exercise commercially reasonable efforts to comply with such instructions. Type of material, tolerances and specifications for processing shall be declared in writing by Customer prior to Eaton Aerospace Labs’ commencing any Work or shall be deemed not to have been known by Eaton Aerospace Labs.

Testing services supplied by Eaton Aerospace Labs are generally considered to be destructive. Under special conditions, some testing may be performed without destroying samples. However, by submitting components or samples to ATC Labs, Customer expressly agrees that all material submitted may be destroyed. Eaton Aerospace Labs will not be responsible for any costs or losses resulting from destruction of Customer’s property submitted to Eaton Aerospace Labs unless both the written Contract and Customer’s property are clearly marked “Do Not Destroy.” If the Contract and Customer’s property are not so marked, Eaton Aerospace Labs shall have no liability for damage to Customer’s property. If the Contract and Customer’s property are so marked, Eaton Aerospace Labs’ liability for damage to Customer’s property is limited to the lesser of (i) the value of Customer’s property or (ii) the cost of the Work performed on the damaged property pursuant to the Contract. Under no conditions will Eaton Aerospace Labs be responsible for any additional costs or damages, including consequential damages and indirect costs or losses, resulting from destruction of Customer’s property. By submitting property to Eaton Aerospace Labs, Customer acknowledges