TERMS AND CONDITIONS OF SALE

ACCEPTANCE: The equipment included in this sale ("Equipment') is used equipment being sold "as is" unless otherwise noted herein. The Buyer has inspected, or has had the opportunity to inspect, the Equipment and accepts it in its present condition. The terms and conditions set forth in this document become the exclusive and binding agreement between all Parties covering the Goods and/or Services offered herein when this sale is accepted by acknowledgement or commencement of performance. This sale can be accepted only on these terms and conditions. Additional or different Terms and conditions proposed by the Buyer, or contained on the Buyer's forms will not be applicable unless accepted in writing by Spectrum Process Equipment, Inc.

AVAILABILITY: The Equipment is subject to availability and prior sale by Spectrum Process Equipment.

CANCELLATION FEE: This sale will be considered final upon the signature hereof by the Parties. In the event of cancellation of this sale by the Buyer, for any reason, this sale shall be subject to a 50% cancellation charge.

CHEMICAL CONTAMINATION: The Equipment may have been exposed to chemicals and processes that are potentially harmful. Buyer acknowledges residual contaminants may exist on the Equipment and it will be responsible for instructing and training their personnel, contractors and agents, on proper handling of the Equipment. THE EQUIPMENT MAY BE DANGEROUS IF IMPROPERLY USED. THE EQUIPMENT MAY CONTAIN MATERIALS THAT MAY BE HAZARDOUS TO LIFE, HEALTH OR TO PROPERTY BY REASON OF TOXICITY, FLAMMABILITY, AND EXPLOSIVENESS OR OTHER SIMILAR OR DIFFERENT REASONS.

CHOICE OF LAW: This Agreement shall be subject to, and governed by the laws of the Commonwealth of Pennsylvania. Any controversy or claim arising out of or relating to this sale, or the performance or breach hereof, shall be settled by binding arbitration in Reading, Berks County, Pennsylvania, in accordance with the rules and procedures then in effect for the Berks County, Pennsylvania Bar Association. Buyer hereby consents to the jurisdiction of State and Federal Courts, including Pennsylvania, for the purpose of enforcing this Agreement.

CRATING CHARGES: Crating charges are not included in the Equipment purchase price. Spectrum Process Equipment, Inc. shall provide a separate quotation for crating and packaging of Material for domestic transport. Buyer shall reserve the right to have the Equipment crated or packaged by their vendor-of-choice. If the Buyer elects to exercise their right to contract their vendor-of-choice for the crating or packaging, the Equipment shall be removed from the originating location and delivered to Vendor's facility for crating/packaging, at the sole expense of the Buyer.

DELIVERY, TITLE AND RISK OF LOSS OR DAMAGE: Every effort shall be made to insure the Equipment is available on or before the date stated herein, and delivered within 3 weeks after Spectrum Process Equipment's receipt of final payment hereunder, subject to the terms hereof. Spectrum Process Equipment can not be held responsible for delays that occur which are not directly controlled by Spectrum Process Equipment. Title to Equipment shall at all times remain with Spectrum Process Equipment until full payment is received hereunder. When title to Equipment is conveyed to Buyer, the Buyer shall assume all risk of loss or damage from that time regardless of the location of the Equipment.

DISCLOSURE OF INFORMATION: Spectrum Process Equipment accepts no responsibility for protecting any proprietary information provided to it by Buyer hereunder.

EXPORT CONTROL: The export or re-export of the Equipment shall require authorization by a U.S. government agency. It is Buyer's responsibility to determine and comply with any such requirement including, if necessary, making timely application in its own name for any export license or permit that might be required. The Buyer agrees to comply with all applicable federal licensing and permit regulations on a timely basis prior to its exportation and (where required by law) inspection of the Equipment, and to provide Spectrum Process Equipment with written evidence of the same where required by law. Failure of Buyer to obtain any necessary license or permit will not result in the return of any monies tendered for the Equipment. All submissions to Spectrum Process Equipment or others for any such permit or license shall not contain any false or misleading statements or information.

FORCE MAJEURE: Spectrum Process Equipment shall not be liable for any loss, damage, or delay caused by strikes, picketing, labor disturbances, riots, fires, insurrection, or the elements, embargoes, failure of carriers, inability to obtain facilities or to obtain materials, government regulations or requirements, acts of God or the public enemy, or any cause beyond its control whether or not similar to the foregoing.

INDEMNIFICATION: Buyer agrees to indemnify Spectrum Process Equipment against any and all claims for damages, including cost and attorney's fees, for personal injury (including death), and loss or destruction or damage to real or tangible personal property arising from Buyer's acts, omissions or representations hereunder.

INTELLECTUAL PROPERTY: The purchase of Equipment under this Agreement does not convey by implication, or otherwise, any license under any patent, trademark, copyright, trade secret or other proprietary interest. Spectrum Process Equipment makes no representation that the use of any equipment, program, documentation or information furnished hereunder will not infringe upon any patent, trademark, copyright, trade secret, or other proprietary interest of any third party, and it shall be Buyer's sole responsibility to make such determination as is necessary with respect to the acquisition of license or other intellectual property rights concerning third parties. Spectrum Process Equipment shall not be held to any liability with respect to any claim made by any third party on account of, or arising from the use of such equipment, documentation, or information. Buyer agrees to indemnify and save harmless Spectrum Process Equipment from any and against any and all judgments, damages, penalties, fines, costs, expenses, liabilities, and claims (including attorney's fees) for infringement or misuse of any patents, trademarks, copyrights, trade secrets, or other proprietary interests. This sale is for the sale of hardware only and does not include the sale or licensing of any software or programming code regardless of whether it is installed on the Equipment at time of purchase. Buyer shall be obligated to determine if any software requires licensing for its continued use.

LIMITATION OF LIABILITY: In no event will Spectrum Process Equipment be held responsible for any limitation or judgment in excess of the purchase price paid for the Equipment.

SHIPPING TERMS: Unless otherwise agreed herein, all Equipment will be sold EX WORKS ORIGIN (EXW ORIGIN).

SOLE AGREEMENT: The terms and conditions hereof shall supersede all communications and understandings (both written and verbal) for the sale of Equipment.

TAXES: Sale price does not include sales tax. Buyer shall be responsible for determining if sales tax is applicable and remitting such tax to the appropriate governing authorities.

WARRANTY (IF APPLICABLE): This sale is subject to a 30 day non-transferable warranty on Equipment parts only, not including consumables. Spectrum Process Equipment will replace the damaged/non-functioning part, or reimburse the Buyer for the cost of a replacement part. Buyer is required to notify Spectrum Process Equipment prior to taking any action with regard to the damaged/non-functioning part for direction in the replacement or service of Equipment or any part thereof during the warranty period. If Spectrum Process Equipment is not notified of the damaged/non-functioning part prior to any action being taken, all warranties are void. Spectrum Process Equipment will be responsible for 50% of the shipping costs on warranty items/returns. Buyer will be responsible for the other 50% of the shipping costs on warranty items/returns. The warranty shall begin on the date that the Equipment ships from its original location, unless it is otherwise agreed to, in writing, and accepted by Spectrum Process Equipment. In the event that Spectrum Process Equipment is contracted to provide installation services, then the warranty period shall begin at the completion of the Equipment installation.  Under no circumstances shall the warranty period begin any later than 30 days after the equipment is shipped from its Origin. This non-transferable warranty shall be void if the Buyer sells, leases, loans, or transfers title or use of this Equipment in any manner to any third party. This limited warranty shall be void if the Equipment is damaged by power or water problems at Buyer's site or if there is evidence of any physical damage to Equipment. Spectrum Process Equipment shall not be responsible for any liability or judgment in excess of the actual cost of equipment repair(s) or the purchase price paid for the Equipment, whichever is less. EXCEPT AS EXPLICITLY STATED HEREIN, SPECTRUM PROCESS EQUIPMENT MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR USE OR PURPOSE.