Eastern Power Technologies, Inc.

Terms and Conditions

Eastern Power Technologies, Inc.

Terms and Conditions of Sale

Unless Eastern Power Technologies, Inc. and or its affiliates (“Eastern” or “we”) has entered into a written agreement with you as purchaser that is signed by an authorized representative of Eastern, the following terms and conditions will govern when we sell products to you. We value your business and trust that you understand that our pricing is based on our having a set of terms and conditions that fairly balances the costs and risks of doing business between us.

1. Quotations; Contract of Sale. Unless a different period of time is specified in a quotation for the sale of products by Eastern (the “Products”), prices quoted expire ten (10) days from the date of quotation or sooner if Eastern notifies you before your acceptance. These Terms and Conditions and any document of Eastern attached hereto, and any other written or electronic communication of Eastern that directed you to or incorporates these Terms and Conditions, including any quotation, will collectively constitute the “Contract Documents” (and in the event of any conflict, these Terms and Conditions will prevail) governing sale of the Products described in the Contract Documents. You will be deemed to have accepted the provisions of the Contract Documents, including these Terms and Conditions, by manifesting your acceptance by any of the following: (a) signing and returning to Eastern a copy of the Contract Documents; (b) sending to Eastern a written acknowledgement of the Contract Documents; (c) placing a purchase order or giving instructions to Eastern respecting the sale or delivery of the Products following receipt of the Contract Documents; (d) failing to cancel a pending purchase order within ten (10) days after receiving the Contract Documents; (e) accepting delivery of all or any part of the Products; (f) paying for all or any part of the Products; or (g) indicating in some other manner your acceptance of the Contract Documents. You will be deemed to have received the Contract Documents if we have notified you where they can be accessed via the Internet. If you attempt to accept a quotation after it has expired, Eastern may accept your purchase order or other communication, but any acceptance by Eastern is expressly conditioned upon these Terms and Conditions forming a part of the Contract Documents. Upon acceptance, you irrevocably agree and commit to purchase the Products in accordance with the Contract Documents. EASTERN HEREBY OBJECTS TO AND REJECTS THE PROVISIONS OF ANY PURCHASE ORDER OR OTHER DOCUMENT WHICH IS INCONSISTENT WITH OR IN ADDITION TO THE PROVISIONS OF EASTERN’S CONTRACT DOCUMENTS (WHICH INCONSISTENT OR ADDITIONAL PROVISIONS ARE HEREBY EXCLUDED FROM THE CONTRACT), AND EASTERN’S OFFER AND OBLIGATIONS ARE EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. THE CONTRACT DOCUMENTS SHALL BE THE COMPLETE AND EXCLUSIVE CONTRACT BETWEEN YOU AND EASTERN WITH RESPECT TO THE PRODUCTS (THE “CONTRACT”) AND MAY BE MODIFIED ONLY IN A WRITING SIGNED BY EASTERN’S AUTHORIZED REPRESENTATIVE. NO PRIOR OR OTHER CONTEMPORANEOUS PROPOSALS, STATEMENTS, FORECASTS, SAMPLES, MODELS, SPECIFICATIONS, COURSE OF DEALING OR USAGE OF TRADE SHALL BE PART OF THE CONTRACT BETWEEN YOU AND EASTERN.

2. Payment. Unless specified otherwise elsewhere in the Contract, all invoices are payable in full, at Eastern’s headquarters in Greenville, South Carolina, in United States dollars, within thirty (30) days after date of invoice. All payments will be due and payable without offset, discount (unless explicitly provided for in the Contract) or any reduction in the Contract price, without deduction for any exchange or conversion, and also without deduction for any taxes or duties levied by any governmental authority. Any payment received from or for your account may be accepted and applied by Eastern against any indebtedness owing by you, as shown by the books and records of Eastern, without discharge of the remainder of any such indebtedness regardless of any statement by you referring to or accompanying such payment. You agree to pay late payment charges for each month or portion thereof on any payment hereunder that is not made when due. The late payment charge rate will be the lesser of (a) 1.5% per month, and (b) the maximum rate allowed by applicable law. You also agree to pay a dormancy charge of $5.00 per month to maintain any outstanding credit balance (owed to you) over 60 days old. Eastern shall be entitled at all times to set-off any amount owing from you against any amount payable to you from Eastern, arising out of this or any other transaction, including but not limited to credit balances owed to you under South Carolina’s Uniform Unclaimed Property Act or similar unclaimed property acts in other jurisdictions. Eastern may, at any time, in its sole discretion, limit or cancel any credit terms given to you as to time and amount; and as a condition to Eastern’s obligations under the Contract (including sourcing or delivering all or any part of the Products), Eastern may, in its sole discretion, require you to (i) pay in cash an amount sufficient to cover the unpaid Contract price (including all related transportation, storage and other costs to be charged to you), (ii) obtain and maintain an irrevocable bond or commercial letter of credit in favor of Eastern for such unpaid Contract price, in each case on terms satisfactory to Eastern in its sole discretion, or (iii) require a joint check arrangement with you and the party hiring you. Such letter of credit will be payable on sight and be in a form and issued and confirmed by a bank or banks satisfactory to Eastern, in its sole discretion. The terms of any such letter of credit will comply with any specifications or requirements furnished by Eastern to you, including provisions for transferability, partial delivery, transshipment, and acceptance of stale documents. You will bear and pay the full cost, including all banking charges, incurred in connection with the issuance, confirmation and amendment of each such letter of credit. The opening or confirmation of such letter of credit will not discharge your direct payment obligation to Eastern. Any credit balances on your account must be used within one year from the date of issuance or will be forfeited.

3. Default. You will be in default and fundamental and material breach of this Contract upon the occurrence of any of the following: (a) your uncured breach or nonfulfillment of this or any other contract with Eastern; (b) your failure to obtain and maintain any bond or letter of credit required by Eastern in accordance with the Contract; (c) your failure to make timely payment to Eastern for any installment of the Products; (d) your failure to assort, specify, or accept any installment of non-defective Products; (e) your insolvency, calling of a meeting of your creditors, or general assignment for the benefit of your creditors; or (f) commencement of bankruptcy, insolvency, reorganization, arrangement or similar proceedings concerning you (but, in the case of involuntary proceedings, only if not dismissed within thirty (30) days after commencement). In the event of any such default by you, Eastern may, in addition to any other rights and remedies under applicable law, exercise any one or more of the following rights and remedies, which are intended to be cumulative and not mutually exclusive: (i) cancel any part of this Contract or any other contract with you (with you being liable for damages); (ii) defer any shipment under this or any other contract; (iii) declare immediately due and payable all outstanding invoices under this or any other contract; (iv) immediately repossess all or any part of the Products in transit or in the custody or control of you pursuant to this or any other contract, at the sole risk and expense of you; (v) finish all or any portion of its performance of the Contract and charge you up to the full Contract price and (vi) re-sell all or any part of the Products covered by this or any other contract, or any materials supplied for the Contract, at public or private sale, with you being responsible for all losses and expenses incurred in such sale.

4. Retention of Title. Unless specified otherwise elsewhere in the Contract, all Products delivered to you will remain the property of Eastern, or if such retained title is not valid or enforceable under applicable law, Eastern will have and retain a security interest and lien in and against the Products and their proceeds until Eastern has received payment in full therefor from you. You agree that you will cause all Products which Eastern has delivered but for which Eastern has not been paid in full (wherein Eastern has accordingly retained its interest) to remain in a separate and distinct location, marked by conspicuous signage disclosing Eastern’s retained interest in such Products and will not transfer to any third party any interest in such Products. Notwithstanding Eastern’s retained interest in the Products, you will bear all risk of loss or damage with respect to the Products, and will be responsible for maintaining full replacement cost insurance for the Products, at your sole expense, with Eastern named as a loss payee and additional insured, until Eastern has been paid in full therefor. Notwithstanding Eastern’s retained interest in any of the Products, you will be solely responsible and liable for any and all taxes, warehousing or storage costs, transportation costs or other costs or liabilities associated with the Products following delivery thereof by Eastern in accordance with the Contract. You agree to execute any document deemed necessary or appropriate by Eastern, in its sole discretion, to perfect or enforce the retained interest of Eastern in the Products, or in the alternative, Eastern may file or record the Contract or any memorandum or statement thereof without your signature.

5. Delivery; Bill and Hold. Unless specified otherwise elsewhere in the Contract, Eastern’s delivery of the Products will be at Eastern’s warehouse, with risk of loss and damage passing to you at such point, subject to Eastern’s rights under applicable law. For any Products held subject to your instructions or which Eastern, in its sole discretion, has determined should be held for your account, Eastern may invoice before delivery, with risk of loss or damage passing to you as of the date of such invoice. You will pay all insurance, freight, and delivery charges as a separate item. Unless specified otherwise elsewhere in the Contract, delivery of Products in a quantity varying not more than ten percent (10%) from the Contract amount will be deemed complete delivery of the Contract amount, and payment will be made for the actual quantity delivered. Delivery may, in Eastern’s discretion, be made in severable installments, and installment deliveries will be accepted by you and paid for at Contract prices and terms. Unless specified otherwise elsewhere in the Contract, all delivery dates are Eastern’s good faith estimates of shipping and are not guaranteed. Products invoiced and held in any location for any reason will be held at your risk and expense, and Eastern may charge for insurance and storage at prevailing rates. No Products may be returned without first obtaining the written authorization of Eastern. For any authorized returns, you (i) will be responsible for all costs of packing, shipping, refurbishing and damage related to Products, and (ii) will pay to Eastern a restocking fee, which may include restocking fees charged by the manufacturer.

6. Suitability of Products; Product Information; Indemnification. Eastern may from time to time provide suggestions or assistance regarding the use or applicability of particular Products or the quantity or quality of particular Products. You acknowledge that the Products have characteristics selected by you, and you will not rely on any suggestions or assistance provided by Eastern, including whether the type, quantity or quality of Products described in a quotation or other document of Eastern, and subsequently delivered to you, are sufficient for your purposes. You further acknowledge that the conditions affecting each application of Products are unique, and may be subject to national, state and local standards and codes, and you will obtain approval of Products from architects or engineers consistent with good industry practice. Eastern may also from time to time furnish you with specifications, literature and other information provided by the manufacturers of Products, whether by delivery to you of manufacturers’ information or links to manufacturers’ websites. You acknowledge that Eastern makes no representations regarding the accuracy of such information and assumes no liability regarding its content. You agree to defend, indemnify and hold harmless Eastern and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney’s fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, your employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by you or of the information, designs, services or other work supplied to you, whether caused by the concurrent and/or contributory negligence of you, Eastern, or any of our respective agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of the Contract.

7. Limited Warranties. SUBJECT TO SECTION 8, EASTERN WARRANTS VALID TITLE TO THE PRODUCTS. ALL PRODUCT WARRANTIES, IF ANY, ARE LIMITED TO THOSE OFFERED BY THE MANUFACTURER. EASTERN DOES NOT OFFER ANY PRODUCT WARRANTIES BUT WILL COOPERATE WITH YOU IN CONNECTION WITH ANY WARRANTY CLAIMS YOU MAY HAVE AGAINST THE MANUFACTURER OF THE PRODUCTS. EXCEPT FOR THE FOREGOING WARRANTY, ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, OR ANY WARRANTIES BASED UPON SAMPLES, MODELS, OR SPECIFICATIONS, ARE EXPRESSLY DISCLAIMED. YOU ASSUME ALL RISK AND LIABILITY CONCERNING THE USE OF PRODUCTS. Any advice, suggestions or assistance that Eastern furnishes to you and the results thereof are provided at your sole risk and expense.

8. Limitation of Liability. WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION IN THE CONTRACT LIMITING OR EXCLUDING LIABILITY OF EASTERN, THE DAMAGES RECOVERABLE BY YOU BASED ON ANY CLAIM OF ANY KIND WHATSOEVER (INCLUDING NEGLIGENCE) ARISING FROM OR IN ANY WAY CONNECTED TO THIS CONTRACT OR THE PRODUCTS SHALL NOT BE GREATER THAN THE ACTUAL CONTRACT PRICE OF THE PRODUCTS PAID BY YOU WITH RESPECT TO WHICH SUCH CLAIM IS MADE, AND IN NO EVENT SHALL EASTERN BE LIABLE FOR YOUR OR ANY THIRD PARTY’S SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES DUE TO LOSS OF USE, LOST PROFITS, LOSS OF GOODWILL, LATE DELIVERY, NONDELIVERY, DEFECTIVE CONDITION, OR USE OF THE GOODS.

9. Defects and Claims. You agree to examine and test Products within thirty (30) days after receipt and before use or resale and will give Eastern prompt notice of any alleged nonconformity. Your use or resale of Products will be deemed acceptance as conforming to the Contract. All claims of any kind, nature, or description are barred and waived unless made in writing. You will be deemed to have accepted the Products, and any right to cancel, reject, or claim damages will expire, and you will lose and waive any right to rely upon or claim nonconformity of the Products, unless your written and particularized claim is received by Eastern (a) within thirty (30) days after receipt of Products for all claims other than those for latent defects or (b) within ninety (90) days after receipt of Products for a latent defect; provided, however, that in no case will Eastern have any obligation after Products have been further modified or incorporated in other products or systems. If you have a claim for defective Products, you will make such Products available without cost to Eastern at a point reasonably designated by Eastern (with failure to do so deemed acceptance and waiver of all claims for defect), and you must store such Products in a reasonably protected environment. If Eastern determines a defect claim to be valid, Eastern may, at its sole option and election, (i) replace any defective Products, (ii) repair any defective Products, (iii) accept return of any defective Products and refund the purchase price therefor to you, or (iv) pay to you the difference in value of conforming Products as of the scheduled Contract delivery date and the value of the Products actually delivered. The foregoing constitutes your exclusive remedy for any defective Products hereunder.

10. Force Majeure. Neither party will be liable for loss or damage due to nonperformance resulting from any cause beyond the affected party’s reasonable control, including compliance with any regulation, order, or instruction of any governmental authority, act of God, war (declared or undeclared), terrorism, act or omission of the other party, act of civil or military authority, fire, epidemic, flood, catastrophe, strike, factory or port shut-down, lockout, riot, rationing, shortage of material, or inability of such affected party to obtain necessary labor from usual sources; provided, however, no delay in the performance of your payment obligations hereunder (including any obligation with respect to obtaining a bond or a confirmed letter of credit) will be excused on account of any such cause. In the event of any excused delay due to any such cause, the affected party will as soon as practical notify the other party thereof and will at the same time, or the earliest practical date after such notice, specify any revised performance schedule. In the event of any such excused delay, the time of performance by the affected party will be extended for a period equal to the time lost by the affected party by reason of the delay. If the transaction is covered by a letter of credit, the letter of credit will provide that receipt by the confirming or issuing bank of a copy of the notice of delay from Eastern will operate as the instruction of you to said banks to amend the letter of credit to extend the times for shipment and the expiration of the letter of credit to the date(s) indicated in said notice.

11. Prices. All prices are exclusive of any applicable import duties and tariffs, customs fees, export licensing fees, or import or export taxes, federal, state, provincial or local sales, use, property, or value added taxes or other any taxes or official charges, all of which are your sole responsibility. Eastern may change quoted prices by notice to you prior to your acceptance. Notwithstanding any firm pricing for a period of time, Eastern may pass through, and you will pay, any price increases or surcharges incurred by Eastern that are generally applicable to the industry and arise from raw material or commodity shortages or price disruptions.

12. Governing Law. For all sales located within, or if you are organized in, the United States, the law of the State of South Carolina, without regard to its conflict of laws principles, will govern this Contract and the rights and obligations of the parties hereunder. For all international sales to purchasers with no United States presence, the United Nations Convention on Contracts for the International Sale of Goods (the “Sales Convention”) will, to the extent applicable and as limited herein, govern this Contract and the rights and obligations of the parties hereunder. Notwithstanding the foregoing, in the event of any inconsistency or conflict between provisions of this Contract and the Sales Convention, the provisions of this Contract will govern and prevail. To the extent of any such inconsistency or conflict, the provisions of this Contract will be deemed to derogate from the provisions of the Sales Convention within the meaning of Article 6 thereof. Further, without limiting the generality of the foregoing, the following provisions of the Sales Convention are hereby excluded from this Contract: Articles 8(3), 9, 11, 16(2), 39(2), 44, 46, 50, and 84(1). Questions that are not expressly settled in this Contract or by application of the Sales Convention are to be settled in conformity with the internal laws of the State of South Carolina, U.S.A., without regard to its conflict of laws principles. The Convention on the Limitation Period in the International Sale of Goods is hereby excluded and will not govern any claim arising from or relating to this Contract or the sale or purchase of Products.

13. Dispute Resolution. Eastern and you hereby irrevocably consent to the exclusive jurisdiction of the Courts of the State of South Carolina or the United States District Court for the District of South Carolina in any and all actions and proceedings arising out of or relating to the Contract Documents or any transaction between the parties. You hereby waive any objection which you may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Anything to the contrary in this Contract notwithstanding, in addition to your obligations described in Section 9, any claim by you of any kind, nature, or description is barred and waived, and no proceedings of any kind may be commenced by you, unless you institute a proceeding in one of the above-described courts within one (1) year after the claim first arose. EACH PARTY HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE CONTRACT DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY TRANSACTIONS BETWEEN THE PARTIES.

14. Assignment and Delegation. Neither party will transfer or assign this Contract, whether by operation of law or otherwise, without the prior express written consent of the other party. Any attempted transfer or assignment hereof without such consent will be void and without force or effect. Except as otherwise expressly provided herein, this Contract is not intended to be for the benefit of, and will not be enforceable by, any person not a party to it or the permitted assignee of such party.

15. Notices. Unless specified otherwise elsewhere in the Contract, all notices and similar communications provided hereunder must be in writing, and delivered by first-class, prepaid, registered United States mail or reputable overnight courier service.

16. Miscellaneous. All rights and remedies hereunder will be in addition to all other rights and remedies under applicable law, all of which rights and remedies will be nonexclusive and cumulative. No waiver by either party of any default will be deemed a waiver of any subsequent default. If any provision of this Contract is determined to be invalid, such invalidity will not affect the validity of the remaining portions of this Contract. Your acceptance of the Contract Documents will constitute your representation and warranty that you have obtained all necessary approvals, licenses and permits required from all applicable governmental authority with respect to the shipment, importation, delivery or use of the Products. Eastern will have the right to cancel its performance under this Contract, and may withhold or suspend performance of any of its responsibilities hereunder, for any failure or delay by you in giving Eastern any assurances Eastern may require, in its sole discretion, that all such approvals, licenses and permits have been obtained, in which event you will promptly reimburse and indemnify Eastern for all damages, costs or losses incurred by Eastern due to such failure or delay by you.

Eastern Power Technologies, Inc.

Terms and Conditions of Purchase

Unless Eastern Power Technologies, Inc. and or its affiliates (“Eastern” or “we”) has entered into a written agreement with you as seller that is signed by an authorized representative of Eastern, the following terms and conditions will govern when we purchase products or services (such products or services, the “Products”) from you. We value our business relationships and trust that you understand that we must have a set of terms and conditions that fairly balances the costs and risks of doing business between us.

1. Quotations; Contract of Sale. These Terms and Conditions and any document of Eastern attached hereto, and any other written or electronic communication of Eastern that directed you to or incorporates these Terms and Conditions, including any request for quote or purchase order, will collectively constitute the “Contract Documents” (and in the event of any conflict, these Terms and Conditions will prevail) governing sale of the Products described in the Contract Documents. You will be deemed to have accepted the provisions of the Contract Documents, including these Terms and Conditions, by manifesting your acceptance by any of the following: (a) signing and returning to Eastern a copy of the Contract Documents; (b) sending to Eastern a written acknowledgement of the Contract Documents; (c) sending an order confirmation or giving instructions to Eastern respecting the purchase or delivery of the Products following receipt of the Contract Documents; (d) commencing performance under the Contract Documents; (e) shipping all or any part of the Products; (f) accepting payment for any of the Products; or (g) indicating in some other manner your acceptance of the Contract Documents. Eastern may revoke its offer to purchase the Products at any time prior to your acceptance. You will be deemed to have received the Contract Documents if we have notified you where they can be accessed via the Internet. Unless a longer period of time is specified in a quotation for the purchase of Products, prices quoted cannot be revoked prior to thirty (30) days from the date of quotation (the “Offer Period”). If you attempt to revoke a quotation before the expiration of the Offer Period, Eastern may nevertheless accept your quotation or other communication during the Offer Period, but any acceptance by Eastern is expressly conditioned upon these Terms and Conditions forming a part of the Contract Documents. Upon acceptance, you irrevocably agree and commit to sell the Products in accordance with the Contract Documents. EASTERN HEREBY OBJECTS TO AND REJECTS THE PROVISIONS OF ANY QUOTE, CONFIRMATION OR OTHER DOCUMENT WHICH IS INCONSISTENT WITH OR IN ADDITION TO THE PROVISIONS OF EASTERN’S CONTRACT DOCUMENTS (WHICH INCONSISTENT OR ADDITIONAL PROVISIONS ARE HEREBY EXCLUDED FROM THE CONTRACT), AND EASTERN’S OFFER AND OBLIGATIONS ARE EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. THE CONTRACT DOCUMENTS SHALL BE THE COMPLETE AND EXCLUSIVE CONTRACT BETWEEN YOU AND EASTERN WITH RESPECT TO THE PRODUCTS (THE “CONTRACT”) AND MAY BE MODIFIED ONLY IN A WRITING SIGNED BY EASTERN’S AUTHORIZED REPRESENTATIVE.

2. Changes, Cancellation. Eastern may at any time direct changes, or cause you to make changes, to the Products or to otherwise change the scope of this Contract including such matters as inspection, testing or quality control, and you agree to make such changes promptly. Any difference in price or time for performance resulting from such changes shall be equitably adjusted by Eastern after receipt of documentation in such form and detail as Eastern may direct. Any changes to this Contract shall be made in accordance with this Section 2. In addition to any other rights of Eastern to terminate this Contract, Eastern may, at its option, immediately terminate all or any part of this Contract, at any time and for any reason, by giving written notice to you. Upon such termination, Eastern shall pay to you the following amounts without duplication: (a) the Contract price for all Products completed and delivered in accordance with the Contract Documents and not previously paid for, and (b) the actual costs of work-in-process and raw materials incurred by you in furnishing the Products under this Contract to the extent such costs are reasonable in amount and are properly allocable to the terminated portion of this Contract (provided you have delivered to Eastern any such work-in-process or raw materials), less the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by you with Eastern’s written consent and the cost of any damaged or destroyed goods or material. In connection with such termination, Eastern will make no payments for finished goods, services, work-in-progress or raw materials fabricated or procured by you in amounts in excess of those expressly authorized under this Contract nor for any undelivered goods or raw materials that are in your standard stock or that are readily marketable. Payments made under this Section shall not exceed the aggregate price payable by Eastern for Products that are undelivered at the date of termination. Except as provided in this Section, Eastern shall not be liable for payments to you, directly or on account of claims by your subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or general and administrative burden charges from termination of this Contract. Within sixty (60) days from the effective date of termination, you shall submit a comprehensive termination claim to Eastern, with sufficient supporting data to permit Eastern’s audit and shall thereafter promptly furnish such supplemental and supporting information as Eastern shall request. Eastern or its agents shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim by you.

3. Price; Payment. The price of the Products shall be as agreed to by the parties and confirmed by Eastern and, unless otherwise agreed in writing by Eastern, shall be inclusive of all other charges, including foreign, federal, state, and local taxes (excepting only sales taxes Eastern is required to pay by applicable law), customs duties, import duties, costs of carriage, packing, packaging, and insurance. Without limiting the generality of the foregoing, you will not charge Eastern for boxing, packaging, palletizing or crating (including any damage thereto) unless Eastern specifically agrees to such charges in writing in advance. You will cooperate with Eastern in obtaining any sales tax exemption certificates or other similar documents, if applicable. No increase in price or extra charges, including any interest or finance charges, shall be effective unless Eastern, in its sole discretion, consents to them in writing in advance, and if Eastern consents to a price increase or extra charges, it shall not be effective until at least thirty (30) days after such consent is given. Unless otherwise stated in the Contract Documents, all sums due under the Contract Documents shall be paid in United States dollars. Unless specified otherwise in the Contract Documents, payment shall be due no sooner than thirty (30) days after the receipt of a correct invoice and receipt of the Products described in the invoice. You shall apply each payment by Eastern to the invoices for which such payment is made. If applicable, Eastern shall be entitled at all times to set-off any amount owing from you against any amount payable to you from Eastern, arising out of this or any other transaction.

4. Warranties. You represent and warrant that (a) you are authorized or licensed to provide the Products; (b) you have marketable title to and the right to convey the Products; (c) the Products are unencumbered and free from security interests and liens; and (d) the Products do not infringe any trademark, patent, copyright, design, or similar intellectual property right. In addition to any other express or implied warranties that you have provided or that Eastern may otherwise have, you expressly and unconditionally warrant for the maximum period allowed by law after the date of delivery (or replacement) to Eastern that all Products shall, unless otherwise specified or agreed by Eastern, be new and of first-class quality, be merchantable, be fit for the specific purpose of Eastern or its customer, be free of defects in materials, workmanship, manufacture and design (whether latent or otherwise), be adequately contained, packaged and labeled, and conform strictly to the stricter of (i) the specifications and descriptions set forth in the Contract Documents, or (ii) your catalogs, product brochures, and other representations, depictions, samples, and models of the Products. All warranties are for the benefit of Eastern and its customers and their respective successors and assigns and shall survive any inspection, delivery, acceptance, and payment. You shall assign in full, and without cost to Eastern, all warranties from your suppliers that are applicable to the Products and deliver such assigned warranties with the Products. You shall indemnify, defend, and hold Eastern and its applicable customers harmless against any and all loss, liability, expense, claims, or demands, including attorneys’ and consultants’ fees and expenses arising from your or your agents’ breach of this Contract, negligence, gross negligence, or other act that causes any personal injury (including death), property damage, or economic losses, including damage to you, Eastern, or third parties, in any manner connected with the performance of this Contract, including indirect, incidental, consequential, and punitive damages or losses, except to the extent caused by Eastern’s sole negligence. If any such claim is made against Eastern, Eastern shall give you notice of such claim and shall, at your expense, furnish assistance in connection with the defense of such suit as is reasonably requested by you. Eastern shall have the right, but not the obligation, to control the defense or settlement of any claim or lawsuit covered by your indemnity, all at your expense. At Eastern’s option, you shall be liable at your sole expense to assume the defense of any such litigation, but Eastern may, at its own expense, associate attorneys of its own choice to aid in the defense of any such suit. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of the Contract.

5. Delivery; Insurance. The date or dates for delivery of the Products are as agreed to by the parties and confirmed by Eastern. Eastern reserves the right to accept or reject, in whole or in part, partial or excess deliveries of Products. Unless otherwise specified in the Contract Documents: (a) all deliveries of Products shall be Delivered Duty Paid (DDP) Eastern’s chosen location (as defined in “Incoterms 2010”), using the carrier of Eastern’s choice and (b) title and risk of loss shall pass to Eastern after delivery of the Products to Eastern at the DDP delivery point. TIME IS OF THE ESSENCE IN THE PERFORMANCE OF THIS CONTRACT. A packing slip shall accompany each shipment of Products. Without limiting Eastern’s rights described in Section 8, if you fail to deliver the Products in accordance with the delivery schedule described in the Contract Documents, Eastern may procure substitute products from a third party, and you will be responsible for any price differential or expediting costs. You shall be liable for any loss or damage to, and shall procure such insurance as may be reasonable under the circumstances covering loss or damage to, the Products or any property held on Eastern’s behalf. At your expense you shall also obtain and maintain in effect until the expiration of the applicable statute of limitations general liability, products liability and other similar insurance coverage that is reasonable and customary in the industry, but such insurance shall have a limit of not less than $1,000,000 per occurrence for bodily injury and property damage and $2,000,000 in the aggregate. All such insurance shall contain a waiver of subrogation in favor of Eastern and its affiliates, and shall be primary to any insurance maintained by Eastern, which shall be for the sole benefit of Eastern and its affiliates. Upon Eastern’s request, Eastern shall be named as loss payee and/or additional insured in such policies and you will provide Eastern with one or more certificates of insurance evidencing such coverage.

6. Inspection. Eastern shall have the right, but shall be under no duty, to inspect or test the Products before processing, use, or resale, and any processing, use, or resale shall not constitute a waiver of any claim. Complaints or notice of defects in the Products shall be deemed timely if made within a reasonable period of time after discovery by Eastern of such defects. Payment for any of the Products shall not be deemed an acceptance of such Products. Any failure of the Products to conform to any of the warranties of Section 4 shall, if Eastern has accepted the Products, constitute a nonconformity that substantially impairs such Product’s value to Eastern for which Eastern may revoke acceptance, such acceptance being deemed to have been induced either: (a) on the reasonable assumption that such nonconformity would be cured and it has not been reasonably cured or (b) if Eastern did not discover such nonconformity prior to acceptance, by the difficulty of discovery before acceptance or by your assurances.

7. Compliance with Laws. You agree that you shall strictly comply with all applicable foreign, federal, state, and local laws, rules, regulations, codes, and ordinances, including all applicable laws and regulations regarding employment and discrimination. You shall arrange for all inspections and approvals by governmental officials including customs clearance or other import or export obligations, if necessary. Upon request of Eastern, you shall provide a certificate of origin or other documentation reasonably requested by Eastern. You shall not offer or provide to Eastern’s purchasing agents, or any other employees, agents or representatives of Eastern, any gratuities, gifts, payments, or anything of value in an attempt to influence directly such person’s administration of the provisions of this Contract. The foregoing shall not prohibit you from providing de minimus meals or gifts to Eastern’s employees in accordance with customary ethical industry practices.

8. Remedies. Except as expressly provided in the Contract Documents, Eastern and you shall have only those rights and remedies provided by applicable law; provided, however, that if the Products or any part thereof are not supplied in accordance with the Contract Documents or by the delivery date specified therein or you otherwise fail to observe strictly or to comply strictly with any of the Contract Documents, Eastern may avail itself of one or more of the following remedies at its discretion, regardless of whether Eastern has accepted the Products in whole or in part: (a) to cancel this Contract, in whole or in part; (b) to reject the Products, in whole or in part, and return them to you at your risk and cost for a full refund to be paid promptly by you; (c) to refuse to accept any further deliveries of any Products, without any liability to you; or (d) to claim any damages available to Eastern as may have been sustained, including any consequential loss or damage (including any claim for damages or indemnity in respect to any sum paid or payable to any third party), any difference in value of nonconforming Products Eastern has accepted, or any loss of revenue, loss of profits, or loss of any contract, arising out of the supply of the Products or their use or resale by Eastern. Notwithstanding any contrary provision in the Contract Documents or any other statement, whether written or oral, Eastern, through its agents or otherwise, does not assume any responsibility or liability to indemnify, defend, save, or hold harmless any other person, firm or party from or against any loss, damage, or injury, including any indirect, incidental, consequential, special, or punitive damages, losses, or injuries whatsoever, regardless of any language by which such assumption purports to be expressed or implied. Notwithstanding anything to the contrary in the Contract Documents, any claim by Eastern may be made within the limitation period provided by the applicable statute of limitations.

9. Force Majeure. Neither party will be liable for loss or damage due to nonperformance resulting from any cause beyond the affected party’s reasonable control, including compliance with any regulation, order, or instruction of any governmental authority, act of God, war (declared or undeclared), terrorism, act or omission of the other party, act of civil or military authority, fire, epidemic, flood, catastrophe, strike against a third party, port shut-down, or riot. In the event of any excused delay due to any such cause, the affected party will promptly notify the other party thereof and will at the same time, or the earliest practical date after such notice, specify any revised performance schedule. If a force majeure event affects your performance, Eastern may, but is not obligated to, (a) terminate this Contract in whole or in part; (b) reject any delivered Products, in whole or in part, and return them to you at your risk and cost for a full refund to be paid promptly by you; or (c) refuse to accept any further deliveries of any Products, in each case without any liability to you.

10. Governing Law. For all purchases located within, or if you are organized in, the United States, the law of the State of South Carolina, without regard to its conflict of laws principles, will govern this Contract and the rights and obligations of the parties hereunder. For all international purchases from sellers with no United States presence, the United Nations Convention on Contracts for the International Sale of Goods (the “Sales Convention”) will, to the extent applicable and as limited herein, govern this Contract and the rights and obligations of the parties hereunder. Notwithstanding the foregoing, in the event of any inconsistency or conflict between provisions of this Contract and the Sales Convention, the provisions of this Contract will govern and prevail. To the extent of any such inconsistency or conflict, the provisions of this Contract will be deemed to derogate from the provisions of the Sales Convention within the meaning of Article 6 thereof. Questions that are not expressly settled in this Contract or by application of the Sales Convention are to be settled in conformity with the internal laws of the State of South Carolina, U.S.A., without regard to its conflict of laws principles.

11. Dispute Resolution. Eastern and you hereby irrevocably consent to the exclusive jurisdiction of the Courts of the State of South Carolina or the United States District Court for the District of South Carolina in any and all actions and proceedings arising out of or relating to the Contract Documents or any transaction between the parties. You hereby waive any objection which you may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. EACH PARTY HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE CONTRACT DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY TRANSACTIONS BETWEEN THE PARTIES.

12. Assignment and Delegation. Neither party will transfer or assign this Contract, whether by operation of law or otherwise, without the prior express written consent of the other party. Any attempted transfer or assignment hereof without such consent will be void and without force or effect. Except as otherwise expressly provided herein, this Contract is not intended to be for the benefit of, and will not be enforceable by, any person not a party to it or the permitted assignee of such party. Notwithstanding the foregoing, if the Products will be resold by Eastern to its customers, you agree that any such customer may enforce directly against you all of your warranties and related covenants and obligations, and that Eastern shall not be required to join as a party in any litigation related thereto.

13. Notices. Unless specified otherwise elsewhere in the Contract, all notices and similar communications provided hereunder must be in writing, and delivered by first-class, prepaid, registered United States mail or reputable overnight courier service.

14. Confidentiality. Eastern may disclose technical or business information of Eastern or its customers to you in connection with the negotiation or performance of this Contract. You agree to keep confidential all such information as well as any other information relating to this Contract. You shall not disclose or use, directly or indirectly, such information for any purpose other than the purposes of performing this Contract.

15. Miscellaneous. All rights and remedies hereunder will be in addition to all other rights and remedies under applicable law, all of which rights and remedies will be nonexclusive and cumulative. No waiver by either party of any default will be deemed a waiver of any subsequent default. If any provision of this Contract is determined to be invalid, such invalidity will not affect the validity of the remaining portions of this Contract. Your acceptance of the Contract Documents will constitute your representation and warranty that you have obtained all necessary approvals, licenses and permits required from all applicable governmental authority with respect to the shipment, importation, delivery or use of the Products. Eastern will have the right to cancel its performance under this Contract, and may withhold or suspend performance of any of its responsibilities hereunder, for any failure or delay by you in giving Eastern any assurances Eastern may require, in its sole discretion, that all such approvals, licenses and permits have been obtained, in which event you will promptly reimburse and indemnify Eastern for all damages, costs or losses incurred by Eastern due to such failure or delay by you.

Eastern Power Technologies, Inc.

Website Privacy Policy

Overview

Eastern Power Technologies, Inc. (“Eastern”) operates this website (the “Website”). Eastern has created this Website Privacy Policy to ensure the confidence of visitors, customers and other users of our Website, and to demonstrate our commitment to fair information practices and the protection of privacy. This Website Privacy Policy describes our practices regarding the gathering and use of user information. Please note that we may revise this Website Privacy Policy at any time by updating this posting (with any such revisions being effective once posted on the Website). For this reason, you should periodically review the Website for revisions to this Website Privacy Policy. As used in this Website Privacy Policy, the terms “Eastern,” “we,” “us” and “our” refer to Eastern Power Technologies, Inc.

Eastern’s Collection and Use of Non-Personal Information

Eastern may collect certain aggregate data for general statistical information each time the Website is visited. This type of information may consist of dates and times of visits to our Website, the IP addresses of visitors to our Website, and the operating system and browser version of the computers of visitors to our Website. This is used to analyze system performance, usage, peak usage, usage trends and similar matters, and is not used to individually identify users of our Website.

Eastern or third parties engaged by Eastern may employ the use of “cookies” on the Website. Cookies are small data files (text) that are transferred from a web server to a user’s browser. Cookies contain information that can be read by the web server for record-keeping purposes. Use of cookies is a standard practice on the Internet and can improve the service a website provides. The information stored in cookies is not used to personally identify an individual. Cookies may be rejected if a user’s browser is set to reject or deny cookies, if a user has a third-party program installed that interferes or prevents cookies (i.e., certain firewalls, anti-virus or anti-spyware programs) or notifies the user whenever a cookie is sent to the user’s computer. Cookies sent by us or third parties that are rejected may limit access to the Website, or the Website may no longer function as intended or be accessible to the user.

Eastern’s Collection and Use of Personal Information

In some instances, we allow you to provide us, or third parties engaged by us, with your specific (i) contact information, such as your name, title, address, email address, telephone number, login and password, or (ii) financial information, such as account or credit card number. If you elect to provide us with your personal or business information, we may use that information to provide you with a product or service that you have requested, to answer a question you have submitted to us, or to notify you of other information regarding Eastern, and you agree that we may share such information with third parties we have engaged to provide such information or service or good to you. If you submit information for consideration by us in hiring (whether submitted through our Website or a third party website), we will use this information for our internal recruiting purposes and not share it with third parties except as required by law. If you desire to submit any personal information (including name, address, credit card number, login, password or information contained in a resume) through a third party website, you must carefully review the privacy policy of such third party website. Such websites are not under our control and we are not responsible for the collection, use or disclosure of your information by such websites. Of course, no data transmission over the Internet can be guaranteed 100% secure. As a result, while we strive to protect your personal information, we cannot ensure or warrant the security of any information you transmit to us and you do so at your own risk.

You may choose not to provide us with any personal information. In such an event, you can still access and use much of the Website; however you will not be able to access and use those portions of the Website that require your personal information. If you desire to change any information about yourself that you have submitted, please send your request with clear instructions to us in accordance with the Contact Information below. Please note that if you submitted personal information through a third party website, we will likely not be able to make any changes or deletions, as we do not control such websites.

Certain areas of the Website are accessible only to users who have received authorization and who have obtained a password and username. If you are authorized to access password-protected areas of the Website, you should treat your login, username and password as you would any other confidential or secure information. We have no responsibility for any damages to you resulting from someone other than you using your login, username or password.

Third-Party Websites

Occasionally, we may make available a link to a third-party’s website, including manufacturers’ websites, the website offering items through our online store and websites displaying job openings we may have. These links will let you leave the Eastern Website. The linked sites are not under our control and we are not responsible for the contents of any linked site or any link contained in a linked site, any changes or updates to such sites, the privacy policies of such websites, or the collection, use or disclosure of your information by such websites. We do not endorse any such site or its use or contents. Your access and use of such third party sites, and use of any information obtained as a result of that access, is at your sole risk.

Applicable Law

We maintain the Eastern Website from our offices in Greenville, South Carolina. We make no representation that this Website Privacy Policy is appropriate for all jurisdictions. Those who may choose to access the Website from other jurisdictions do so at their own initiative and are responsible for compliance with applicable local laws. Any claim relating to the Website or this Website Privacy Policy shall be governed by the internal laws of the state of South Carolina, without reference to its choice of law provisions, and shall be resolved solely through proceedings held within the state of South Carolina.

Other Terms

Notwithstanding the provisions of this Website Privacy Policy, we may disclose information, including your personal information to: (a) comply with a court order or as otherwise required by law; (b) protect our rights or property, including intellectual property; or (c) enforce or administer this Website Privacy Policy, our Website Terms of Use, or any document referenced therein.

Contact Information

Should you have any questions or comments regarding this Website Privacy Policy, please email our webmaster at webadmin@easternfirst.com.

Eastern Power Technologies, Inc.

Website Terms of Use

Overview

This page states the terms and conditions under which you may access and use (the “Terms of Use”) the Eastern Power Technologies, Inc. website. Please read this page carefully. Your authorization to use this website, including any login page or storefront (collectively, the “Website”) is conditioned on your agreement with and acceptance of these Terms of Use. By accessing any part of the Website, you are indicating your acceptance to be bound by these Terms of Use. Please note that we may revise these Terms of Use at any time by updating this posting (with any such revisions being effective once posted on the Website). For this reason, you should periodically review the Website for revisions to these Terms of Use. As used in these Terms of Use, the terms “Eastern,” “we,” “us” and “our” refer to Eastern Power Technologies, Inc. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT VIEW OR OTHERWISE USE THIS WEBSITE.

Eastern’s Website Content and Intellectual Property Rights

You acknowledge that the Website contains information, data, software (whether applications, scripts, plug-ins or applets), photographs, graphics, text, images and other material (collectively, the “Content”) that are protected, individually and collectively, by copyright, trademark, patent or other proprietary rights of Eastern or third parties. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part, except as expressly allowed by these Terms of Use or applicable law (including, without limitation, U.S. copyright, trademark and patent law). You may download or otherwise copy the Content, provided that your use of the Content is limited to informational and internal business purposes only and that you do not alter or modify the Content in any way. If you download or otherwise make a copy of the Content, you accept all the risks from doing so, including any damage to your hardware or software. You must not delete or alter any notices contained in the Content, such as copyright notices, trademark legends or other proprietary rights notices. Except as provided above, you may not upload, post, reproduce, modify or distribute in any way the Content without obtaining permission of the owner of the copyright or other proprietary right. Your access and use of the Website in accordance with these Terms of Use does not give you any right or interest in any Content or other information available on the Website, which at all times shall remain the property of Eastern or other owner.

Buying from or Selling to Eastern

All sales of products by us (other than apparel and other personal use items purchased through our online store) are subject to our then-current Terms and Conditions of Sale. The Terms and Conditions of Sale contain important terms and conditions that will apply to any order you place with us. Please note that we may revise the Terms and Conditions of Sale at any time. Therefore, prior to ordering any products from us, you should carefully read the Terms and Conditions of Sale. All purchases of products by us are subject to our then-current Terms and Conditions of Purchase. The Terms and Conditions of Purchase contain important terms and conditions that will apply to any order we place with you. Please note that we may revise the Terms and Conditions of Purchase at any time. Therefore, prior to selling any products to us, you should carefully read the Terms and Conditions of Purchase. Our online store is maintained by a third party, and all sales of apparel and other personal use items purchased through our online store are subject to the terms and conditions established by this third party.

Other Uses of Eastern’s Website

Our Website has been designed primarily to provide informational services about Eastern and its business. From time to time, our Website may allow visitors to provide login and password information, contact information (including name, phone number, email address and physical address), and provide other personal information including resumes. Eastern has adopted a Privacy Policy that you should review before submitting information through our Website or a related website operated by a third party.

Disclaimers and Limitations on Liability

YOU EXPRESSLY AGREE THAT USE OF THE EASTERN’S WEBSITE IS AT YOUR SOLE RISK. NEITHER WE, NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR OTHERS WARRANT THAT (A) USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE INFORMATION OR CONTENT PROVIDED ON OR THROUGH THE WEBSITE IS ACCURATE, RELIABLE OR CURRENT; OR (C) THE WEBSITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.

 

THE EASTERN WEBSITE, AND YOUR ACCESS TO IT, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ORAL NOR WRITTEN INFORMATION GIVEN BY US NOR ANY PROVIDER SHALL CREATE ANY WARRANTY.

 

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEBSITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE. BECAUSE THE LAW IN SOME STATES DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Third-Party Websites

Occasionally, we may make available a link to a third party’s website, including manufacturers’ websites, the website offering items through our online store and websites displaying job openings we may have. These links will let you leave the Eastern Website. The linked sites are not under our control and we are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. We are not responsible for webcasting or any other form of transmission received from any linked site. We provide the links to you only as a convenience. We do not endorse any such site or its use or contents. Your access and use of such third party sites, and use of any information obtained as a result of that access, is at your sole risk.

User Submissions

We are pleased to hear from our customers and site users and welcome your comments regarding Eastern and our Website. If you send us comments, suggestions, ideas, concepts or other information (collectively, the “Submissions”), the Submissions shall be deemed, and shall remain, our property, and we may use, copy, display, distribute, adapt, transfer or dispose of Submissions in any way and for any purpose as we may, in our sole discretion, determine appropriate. Except to the extent expressly set forth in our Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions. You further agree that you will not send us (including posting and transmitting) any unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any state, national, or international law.

Applicable Law

We maintain the Eastern Website from our offices in Greenville, South Carolina. We make no representation that the Content on the Website is appropriate or available for use in all jurisdictions, and access to the Content from locations in which such Content is illegal is prohibited. Those who may choose to access the Website from other jurisdictions do so at their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations. Any claim relating to the Website or the Content shall be governed by the internal laws of the state of South Carolina, without reference to its choice of law provisions, and shall be resolved solely through proceedings held within the state of South Carolina.

Termination

If you no longer agree to be bound by these Terms of Use, you must cease all further use of and access to the Website; and any notification of termination or other rejection of these Terms of Use is conditioned on such cessation. Subject to applicable law, we reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the Website with or without notice. You agree that any termination of your access to the Website may be effected without prior notice. Further, you agree that we shall not be liable to you or any third party for any termination of your access to the Website.

Other Terms

Our failure to exercise or enforce any right or provision of these Terms of Use on any occasion shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties agree that all other provisions of these Terms of Use shall remain in full force and effect.

Contact Information

Should you have any questions or comments regarding the Website, please email our webmaster at webadmin@easternfirst.com.

Eastern Power Technologies, Inc.’s
Standard Terms & Conditions for the use of Nupi/Niron Products

Definitions:
Eastern – Eastern Power Technologies, Inc. and its affiliates, officers, directors, partners, employees, and consultants.
Product(s) – any and all Nupi/Niron products or goods provided by Eastern.
User(s) – any direct or indirect user of Nupi/Niron Products or goods provided by Eastern.

Terms and Conditions:
User(s) of Nupi/Niron Product(s) acknowledge and agree that Eastern is only a distributor of said Products and not the manufacturer.

Return Policy: All pipe orders and fabricated and non-stock fitting orders are non cancellable and non-returnable. Stock fittings that are in fully resalable condition and have been stored inside may be returned, subject to a 30% restocking charge at the original invoiced price. All electrofusion fittings must be in original unopened package to be eligible for return. Returns for fittings must be pre-approved in writing by Eastern prior to returning. Freight cost for the return is not included and must be paid by the company requesting the return.

Order Acceptance: No price list, literature, catalogue, website or other material describing our Products is to be construed as an offer to sell same. Orders are subject to acceptance by us at our local Eastern branch location. Your order, when shipped by us, shall be the complete contract between us, subject to and incorporating therein, the terms and conditions, herein set forth, and any provisions or terms contained in the order submitted to us that are not consistent with our terms and conditions shall not be valid. Prices and discounts contained in any of our price lists or posted on our website are subject to change without notice.

Limited Warranty and Disclaimer: THERE ARE NO EXPRESS WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION CONTAINED HEREIN. EASTERN DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. BECAUSE EASTERN IS ONLY ACTING AS A DISTRIBUTOR OF PRODUCTS MANUFACTURED BY OTHER COMPANIES, EASTERN EXPRESSLY LIMITS ITS WARRANTIES TO ANY WARRANTIES EXTENDED BY THE MANUFACTURER. NO WARRANTY WILL APPLY IF THE PRODUCTS ARE IN ANY WAY ALTERED OR MODIFIED AFTER DELIVERY OR USED OR INSTALLED WITHOUT PROPER CERTIFICATION. THE MANUFACTURER’S WARRANTY AND CONTACT INFORMATION MAY BE FOUND AT http://easternpowertech.com/terms-and-conditions/

Limitation of Liability: To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of Eastern and Eastern’s officers, directors, partners, employees and consultants, and any of them, to the User and anyone claiming by or through the Client, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Products from any cause or causes shall not exceed the total compensation received by the Eastern under this Agreement, or the total amount of $500.00, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. In no event shall Eastern be liable for any removal, downtime, cleanup, remediation, loss of use, loss of opportunity, loss of market value, loss of rental value, loss of profits, loss of production, or other special, incidental, resulting, consequential or exemplary damages.

Indemnification: User shall indemnify, hold harmless and defend Eastern from and against all claims, costs, damages, injury, liability, losses, including attorneys‘ and other legal fees, charges or expenses, whether for injury to person (including death and intentional torts), damage to property or otherwise attributed to the Products, made against or suffered or incurred by Eastern as the result of (i) any breach of this Agreement or any representations, warranties or covenants contained herein, (ii) the negligence or willful misconduct of User or any of its employees; (iii) any warranty claims made related to the Products; or (iv) the use of the Products.

Shipping Dates – Delays – Shortage Claims: Promises of shipping dates are estimates, and as such cannot be guaranteed. Eastern will not be liable for any delay in delivery. Any claims for shipping errors, shortages or defects must be made to Eastern within 24 hours of receipt of the goods. Buyer shall be required to make timely payment to seller of any amount which is undisputed, or not subject to such claims.

Taxes: Any sales or manufacturers’ taxes are to be paid by the buyer, including those imposed under any future statutes.

Nupi Americas Contact Information

http://www.nupiamericas.com/nupi/en/contact-us/where-is

LIMITED WARRANTY: Nupi Americas warrants that products sold by it which are included in its NIRON Piping System shall be of good materials and workmanship and free from functional defects for a period of thirty (30) years from the date of sale, excepting valves, gaskets and o- rings; products other than pipes and fittings shall be of good materials and workmanship and free from functional defects for a period of one (1) year from the date of sale; provided that such products are properly installed in accordance with the specifications and published instructions of Nupi Americas by qualified installers who have been trained and certified by Nupi Americas or its authorized representatives. These respective warranties shall become immediately null and void if the products to which they apply: (i) are employed in applications not recommended by Nupi Americas; (ii) are installed by anyone other than an installer trained by Nupi Americas or its authorized representatives; or (iii) are installed in a manner which fails to comply with written installation instructions of Nupi Americas.

In the event of a system malfunction or leak caused by defective Nupi Americas’ warranted materials (and not by incorrect installation, incorrect handling procedures or by job site or installation damage), a reasonable amount will be allowed for repair materials and repair labor as long as the amount is preapproved by Nupi Americas. In order to qualify for a warranty remedy described in the previous sentence, you must contact Nupi Americas in advance and receive a written authorization for this remedy from an authorized Nupi Americas’ representative. Repair materials, repair labor and freight expenses not authorized in writing in advance by Nupi Americas in this way will not be compensated. In the event of a leak occurring in a factory manifold, you may contact Nupi Americas for either a free replacement manifold or any parts that are reasonably needed to repair such a leak (freight prepaid). Note that Nupi Americas limits its warranty to its piping, valves and accessories, fittings and manifolds. Nupi Americas does not warrant the connection on any installation, as the integrity of the connection is subject to the workmanship of the contractor/installer. The connection is the sole responsibility of the company or person who installs it.

Evidence of tampering, mishandling, neglect, accidental damage, freeze damage or unauthorized repairs that cause damage to Nupi Americas’ warranted products will void any warranty coverage for those particular products. All field connections are specifically excluded from the terms of this warranty.

Nupi Americas provides a complete plumbing system offering so that it is possible to complete an installation with Nupi Americas’ products. However, it is possible that other manufacturers’ piping and/or fittings may be installed in any given installation. Providing that the piping and/or fittings are manufactured to the same ASTM and CSA standards governing Niron’s products, and have been certified by a recognized third-party testing agency, the NIRON product in the given installation will continue to be covered under this warranty. In the event of a system malfunction or leak that has other piping and/or fitting manufacturers’ components installed within the failed system, Nupi Americas will be responsible only for proven defects in material or workmanship in the Nupi Americas products. Products manufactured by another company should be reported to that manufacturer for its warranty response. These limited warranties are in lieu of all other warranties, express or implied, including, without limitation, those concerning merchantability or fitness for a particular purpose. These limited warranties are also in lieu of any other possible liabilities of Nupi Americas, whether alleged to have arisen by agreement or by operation of law, respecting the sale, installation, use or function of Nupi Americas’ products, including, without limitation, claims of negligence, gross negligence, strict liability or any other tort.

Nupi Americas Contact Information

http://www.nupiamericas.com/nupi/en/contact-us/where-is