These Standard Terms and Conditions of Sale shall be incorporated into any contract between Purchaser and Brother International Corporation (hereafter Brother) and shall apply to all purchase orders issued by Purchaser. Unless specifically provided herein or in a separate written agreement duly executed by Brother, the quotation and this form constitute the entire agreement between Brother and Purchaser and no other terms or conditions oral or written shall be of any effect. All orders, whether placed pursuant to a quotation or not, are accepted only upon the express condition that Purchaser agrees to the Terms and Conditions as specified herein.

Price and Delivery Terms

Price and delivery terms are F.O.B. Brother's nearest U.S facility and do not include sales, use, excise or any other taxes. Our responsibility ceases when delivery is made to the transportation company and any claims for loss or damage in transit must be handled by the purchaser with the carrier.

Packing

No charge is made for standard boxing for domestic shipments. Purchaser will be quoted and charged separately for export or special packing requirements.

Payment Terms

To purchasers with a credit standing satisfactory to Brother, terms of payment are cash in full, net 30 days. If at any time Brother deems that by reason of financial condition of the Purchaser or otherwise, the continuance of production or shipments is not justified, Brother may revoke its extension of Credit, enforce any security interest(s) created hereby on all goods furnished by Brother to the Purchaser and otherwise secure itself as to purchaser's performance of its obligation.

Cancellation

Changes, suspension or cancellation of any order by Purchaser may be made only upon written approval of an authorized officer of Brother.

Warranty

All Brother Gearmotor products are warranted against defects in materials and workmanship FOR A PERIOD OF 2 YEARS from the date of our shipment. This constitutes Brother's only warranty in connection with this sale, and is in lieu of all other warranties, expressed or implied, written or oral. There are no implied warranties of merchantability or fitness for a particular purpose that apply to this sale. If performance guarantees are requested, they should be requested in writing. Full consideration will be given to such requests when complete details of the proposed application are included.

Limitation of Remedy

Brother will repair or replace, at Brother's option, F.O.B. Brother's factory, freight prepaid, any Brother Gearmotor proved defective in materials or workmanship if immediate written notice of claim is made to Brother by Purchaser within 2 years from the date of shipment. It is agreed that such repair or replacement is the exclusive remedy available from Brother. Under no circumstances shall Brother be liable to anyone for any special, incidental or consequential damages, whether the result of negligence or otherwise.

Warranty Exclusions

The Warranty of Brother Gearmotor Products does not cover and Brother makes no warranty with respect to:

1. Failures not reported in writing to Brother within the warranty period of 2 years after the date of our shipment.
2. Failures or damages due to mis-application, abuse, improper installation or abnormal conditions of temperature, humidity, dirt or corrosive matter.
3. Failures due to operation, either intentional or otherwise, above rated capacities or in an otherwise improper manner.
4. Product which has in any way been tampered with or altered by anyone other than an authorized representative of Brother.
5. Expenses incurred by the Purchaser in an attempt to repair or rework an allegedly defective product.
6. Product damaged in shipment or otherwise without the fault of Brother.

Returns

No products will be accepted for return unless authorized in writing with a returned merchandise authorization (RMA) number assigned. Any returned goods must be returned with transportation charges prepaid.

Regulatory Laws and/or Standards

It is the Purchaser's obligation to install and operate all Brother Gearmotor Products in conformance with all applicable national or local laws and safety codes.

Patents

Brother represents that its Gearmotors are designed and manufactured such that they do not infringe on any United States patent(s), and that Brother will, at its expense, defend any claim charging such infringement and will save Purchaser harmless from any adverse judgments resulting there from. Purchaser agrees to give Brother, prompt written notice of any claim of infringement and to turn over to Brother the complete control of any litigation involving such claims including the right to settle such claims. This indemnity does not apply to Products which are incorporated by the Purchaser into Products which are charged to infringe a patent or to Product which is used by Purchaser in the performance of a method or process which is charged to infringe a patent.

Law

These Standard Terms and Conditions of Sale shall be interpreted in accordance with the laws of the State of New Jersey.

Severability

If any of the terms and conditions shown here are determined to be invalid, illegal or unenforceable, the remainder of these terms and conditions shall remain in full force and effect.