The Terms and Conditions of Sale contained herein (:Terms;) shall govern all orders for and purchases of the products and/or services set forth on the Quotation (jointly and severally the :Products;) by the buyer identified on the face hereof (:Buyer;) from AGCT. Any changes to the Terms shall have no effect unless they (a) are set forth in a writing dated after the date of the Quotation and (b) are signed by an authorized representative of AGCT.


The price for any PRODUCT shall be the price stated on the Quotation. If the price is stated by reference to a published AGCT price list, then the price shall be the published AGCT list price for the Product in effect at the time AGCT receives Buyer・s purchase order. Prices stated are exclusive of all taxes, fees, licenses, duties, or levies (:Taxes;) and, unless otherwise stated on the Quotation, transportation charges, freight and insurance are also not included in the price for the Product. All Taxes related to Product shall be paid by Buyer (other than taxes assigned against AGCT・s net income) or in lieu thereof, Buyer shall provide a tax exemption certificate acceptable to the relevant taxing authorities. Taxes and other charges payable by Buyer may be billed as separate items on AGCT・s invoice. The Quotation is valid only for (a) the limited period of time set forth on the Quotation or, (b) if no such period is set forth, it is valid for 30 days from the date of transmittal of the Quotation to Buyer. Any Buyer communication dated after the foregoing period purporting to accept the Terms will be considered as an offer by Buyer to purchase the Products which offer is subject to acceptance by AGCT at its home office. AGCT reserves the right to reject any such offer. Notwithstanding anything in the Quotation to the contrary, AGCT also reserves the right to withdraw the Quotation at any time prior to receipt by AGCT of Buyer・s full and unrestricted acceptance of all of the Terms.


TERMS. Payment terms are net 30 days from the later in time of (a) the date of AGCT・s invoice to Buyer, or (b) receipt by Buyer of the Products referenced on such invoice. There are no allowances or deductions permitted from the invoiced price for early payment and none shall be taken. If AGCT deems Buyer to have become unaccredited worthy, AGCT reserves the right to require alternative payment terms, including without limitation sight draft, letter of credit, or payment in advance. Payment for partial shipments shall be based on unit or prorated prices, and payment for partial installations shall be based on percentage of completion of installation. If payment is not received by the due date, AGCT may assess and Buyer agrees to pay a late payment charge at the rate of 1% per month (12% per year) or the maximum legal rate, whichever is less, of the amount due. Buyer also agrees to and will pay, all costs of collection incurred by AGCT including, without limitation, reasonable attorney fees and expenses. Buyer hereby grants to AGCT and AGCT reserves a purchase money security interest in each Product purchased hereunder, and in any proceeds thereof, for all amounts owing to AGCT for or related to such Product. Buyer agrees to cooperate with AGCT in perfecting and maintaining AGCT・s security interest, including the preparation, signing and filing of UCC financing statements or documents of a similar legal nature. Buyer agrees that AGCT is authorized, at its option, to file financing statements or amendments thereto (or documents of a similar legal nature) without the signature of Buyer with respect to any or all of the Products and, if a signature is required by law, Buyer appoints AGCT as Buyer・s attorney-in-fact to sign any such documents. AGCT may assign or reassign its security interest without notice to Buyer; provided that AGCT・s obligations hereunder shall remain in full force and effect. Buyer shall recognize each such assignment and shall not assert against the assignee any defense, off-set or counterclaim Buyer may have against AGCRT under this Agreement or any other agreement between the parties. Payment in full of amounts owed for and related to such Product shall release the security interest on the Product.

CREDIT TERMS. AGCT may, at any time and at its sole discretion by written notice to Buyer limit or cancel the credit of Buyer as to time and amount, suspend shipments, demand payment in cash before delivery of Product, and demand assurances of Buyer・s performance. If within 30 days of such notice Buyer fails to agree and comply with the terms of payment demanded by AGCT in such notice, or fails to give adequate assurances of performance, AGCT may, without prejudice to any other right or remedy AGCT may have: (1) by notice to Buyer, treat such failure or refusal as a repudiation by Buyer of that portion of Buyer・s order not then fully performed, whereupon AGCT may cancel all further deliveries, and any amounts unpaid for non-cancelled Product shall immediately become due and payable; or (2) make shipments under reservation of a security interest and demand payment against tender of title documents.

DELIVERY; TITLE AND RISK OF LOSS. AGCT will use reasonable commercial efforts to ship Product within a reasonable time after the Buyer・s order has been received by AGCT, or, if a proposed shipment date is indicated in the Quotation on or before such date. AGCT may make delivery in installments, and each installment shall be deemed to be a separate sale. AGCT may render a separate invoice for each installment, which invoice shall be paid in accordance with these Terms without regard to prior or subsequent installments. All Products are sold Ex Works, AGCT・S loading dock and, title to and risk of loss with respect to all Products shall pass from AGCT to Buyer upon delivery to the common carrier selected by Buyer (or selected by AGCT if one has not been notified to AGCT by Buyer prior to the date of shipment).


Other than the warranty of title, there are no other warranties under this agreement relative to the products, either express or implied, and none shall be created, whether under the uniform commercial code (or laws of similar import in jurisdiction outside the united states) or the course of dealings between the parties or custom or usage in the industry. any warranties of merchantability or fitness for a particular purpose are expressly disclaimed (event if AGCT has been expressly informed of such particular purpose).

In no event shall AGCT be liable to buyer or anyone claiming through buyer, whether in contract,  tort, warranty, or under any statue or on any other basis for special, incidental, indirect, putative, multiple, or consequential damage sustained by buyer or any other person or entity arising out of AGCT・S performance or failure to perform its obligation relating to the purchase of products or performance of services or the possession or use of any product, whether or not foreseeable and whether or not AGCT is advised of the possibility of such damages, including without limitation damages arising from or related to loss of use, loss of data, downtime, or for loss of revenue, profits, goodwill, or business or other financial loss.

Any description of Product recited in the Quotation or in any AGCT literature or publications is for the sole purpose of identifying product, and any such description is not part of any contract between AGCT and Buyer and does not constitute a warranty that Product shall conform to that description. Any sample or model used in connection with the Quotation is for illustrative purposes only, and is not part of any contract between AGCT and Buyer, and does not constitute a warranty that Product will conform to the sample or model. No affirmation of fact or promise made by AGCT or its agents or representatives, whether or not in the Quotation shall constitute a warranty that Product will conform to such affirmation or promise.

All recommendations, statements and technical data regarding Products are based on tests which AGCT believes to be reliable and correct. However, the accuracy and completeness of such tests and the results thereof are not guaranteed and are not to be construed as a warranty, either express or implied. AGCT assumes no obligation or liability for the advice given or the results obtained, all such advice being given and accepted at Buyer・s sole risk.


AGCT agrees to and shall defend, indemnify and hold Buyer harmless (including reasonable attorney・s fees and expenses and any damages, penalties and interest awarded by a court or agreed to by AGCT in settlement of such claim) against any claim, liability or suit brought by a third party and alleging that the Product or the use thereof, per se and in strict accordance with the labeling or Operators Manual therefore, infringes a claim in a patent owned by such third party. Notwithstanding the foregoing, if Buyer furnished specifications for the Product to AGCT, Buyer agrees to defend, indemnify and hold AGECT harmless (including reasonable attorney・s fees and expenses and any damages, penalties and interest awarded by a court or agreed to by Buyer in settlement of such claim) against any claim liability or suit brought by a third party and alleging that such Product or the use thereof as specified by Buyer infringes a claim in a patent owned by such third party.


AGCT shall not be liable for any delay or failure of performance, in whole or in part, including without limitation failure to deliver or failure to install, where such delay or failure arises out of or results from any cause beyond AGCT・s reasonable control, including, by way of example only and not limitation, flood, fire, explosion, weather, earthquake or other act of God, strike, riot, sabotage, terrorism, boycott, or other labor disputes, embargo, governmental law, rule or regulation, whether valid or invalid, national defense requirement, or an inability or delay in obtaining raw materials, labor or transportation under usual and customary terms or any similar or different contingency which would make performance commercially impractical. In the event of any such delay or failure of performance, AGCT shall have such additional time within which to perform its obligations hereunder as may be reasonably necessary under the circumstances; and AGCT shall also have the right, to the extent necessary in AGCT・s reasonable judgment, to apportion Product then available for delivery fairly among its various customers, including those not then under contract, in such manner as AGCT may consider equitable.


The Terms in the Quotation and herein, constitute the complete, exclusive and entire agreement between AGCT and Buyer with respect to purchases of Product, and AGCT・s offer to sell the Product is expressly limited to such Terms. Any representation, warranty, promise or condition which does not form part of the Terms shall not be binding on either party. The Terms supersede and replace all prior or contemporaneous understandings or agreements, written or oral, and any of Buyer・s additional or different terms or conditions, are hereby rejected and shall be void. Buyer・s submission of a purchase order or other instrument regarding the purchase of Product in response to the Quotation or any other AGCT document that includes or incorporates these Terms shall be deemed acceptance of these Terms to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument. Any terms in a Buyer purchase order which differ from or modify the Terms are hereby deemed to be material alterations and notice of objection is hereby given, notwithstanding anything contained to the contrary in such purchase order or other instrument or elsewhere.


Any contract between AGCT and buyer relating to Product, including these Terms, and any disputes relating thereto, shall be governed by and construed in accordance with the laws of the state of Rhode Island, excluding both its choice of the law provisions and the UN convention on Contracts for the International Sale of Goods.


Buyer agrees that it will not export or transfer Product for re-export in violation of any United States laws or regulations, or to any denied of prohibited person, entity, or embargoed country in violation of such laws or regulations.


No subsequent waiver, alteration, modification or amendment of the Quotation or these Terms shall be binding unless in writing and signed by a duly authorized representative of both AGCT and Buyer. AGCT・s failure to exercise any rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. Headings are included herein for convenience of reference only and shall not constitute a part of these Terms. If any provision of these

Terms shall be held invalid or unenforceable by a court of competent jurisdiction for any reason, such effected provision shall (a) be deemed severable and not effect any other provision of the Terms and (b) be promptly renegotiated by the parties with the intent of determining valid and enforceable language which most closely resembles that rejected by such court to thereby preserve the intent of the parties. The rights and duties of Buyer under this Agreement are not assignable or transferable without the express written permission of AGCT.