WARRANTY

Subject to the exceptions and upon the conditions specified below Process Sensing Technologies agrees to correct, either by repair or at its election, by replacement any defects of material or workmanship which develop within one (1) year after date of shipment of the product to the original Buyer by Process Sensing Technologies, provided the investigation and inspection by Process Sensing Technologies discloses that the product had manufacturing defects.

Any product claimed to be defective must, if requested by Process Sensing Technologies, be returned to the factory, transportation charges prepaid, and will be returned to Buyer with the transportation charges collect. Products found by us to have any manufacturing defects will be returned without charge to the Buyer, method of return to be determined by Process Sensing Technologies.

Process Sensing Technologies shall be released from all obligations under all warranties either expressed or implied, if any product covered hereby is repaired or modified by persons other than its own authorized service personnel. unless such repair by others is made with the written consent of Process Sensing Technologies or unless such repair in the sole opinion of Process Sensing Technologies is minor or unless such modification is merely the installation of a new Process Sensing Technologies plug-in component for such product.

PROCESS SENSING TECHNOLOGIES MAKES NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS COVERED HEREBY OTHER THAN AS EXPRESSLY STATED HEREIN, PROCESS SENSING TECHNOLOGIES EXPRESSLY AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF  MERCHANTABILITY AND MAKES NO WARRANTY WITH RESPECT TO THE FITNESS OF ANY PRODUCT COVERED HEREBY FOR ANY PARTICULAR PURPOSE OR USE UNLESS SUCH A WARRANTY IS EXPRESSLY SET FORTH.

THE BUYER OR ANYONE CLAIMING UNDER ANY WARRANTY RELATING TO PRODUCTS SOLD HEREUNDER AGREES THAT IF PROCESS SENSING TECHNOLOGIES BREACHED ANY SUCH WARRANTY, OR ANY WARRANTY IMPLlED EITHER IN FACT OR BY OPERATION OF LAW, OR IF ANY PRODUCT WARRANTED HEREUNDER PROVES DEFECTIVE IN ANY MANNER WHATSOEVER, PROCESS SENSING TECHNOLOGIES SOLE LIABILITY HEREUNDER IS LIMITED TO EITHER REPLACEMENT OF ANY DEFECTIVE PRODUCT OR AT THE, OPTION OF PROCESS SENSING TECHNOLOGIES, REFUNDING TO THE BUYER THE PURCHASE PRICE PAID FOR SUCH DEFECTIVE PRODUCT. THE BUYER AND ANYONE ELSE CLAIMING UNDER ANY WARRANTY RELATING TO PRODUCTS SOLD HEREUNDER EXPRESSLY AND SPECIFICALLY AGREE THAT PROCESS SENSING TECHNOLOGIES IS NOT RESPONSIBLE FOR, AND THE BUYER OR SUCH OTHER CLAIMANT OR CLAIMANTS SHALL ASSUME, ANY LIABILITY FOR PROPERTY DAMAGE, PROSPECTIVE PROFITS, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGE, OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF USE OR POSSESSION OF ANY PRODUCT SOLD HEREUNDER. PROCESS SENSING TECHNOLOGIES SHALL NOT BE LIABLE FOR, AND A BUYER OR ANYONE ELSE CLAIMING UNDER ANY WARRANTY RELATING TO PRODUCTS SOLD HEREUNDER FURTHER AGREES, AND SHALL ASSUME, ANY LIABILITY FOR PERSONAL INJURY ARISING OUT OF USE OR POSSESSION OF ANY PRODUCT SOLD HEREUNDER.

If a Process Sensing Technologies Special Warranty covering a designated item or items is attached hereto the terms and conditions specified therein are incorporated herein by reference and shall supplement this warranty, in the event of a conflict between the terms and/or conditions specified herein and those specified in such Special Warranty, the terms and/or conditions of the Special Warranty shall control.

Representations and warranties made by any person, including dealers and representatives of Process Sensing Technologies which are inconsistent or in conflict with the terms of this warranty (including but not limited to the limitations of the liability of Process Sensing Technologies as set forth above), shall not be binding upon Process Sensing Technologies unless given in writing and approved by an expressly authorized representative of Process Sensing Technologies.

Items returned to Process Sensing Technologies and found not to be covered under the afore defined Warranty conditions shall be subject to an evaluation fee. This fee shall be waived should the customer opt to have the item repaired by Process Sensing Technologies.

PRICES

The prices set forth are based upon the manufacture of the quantity and type ordered and are subject to revision when interruption, engineering changes or changes in quantity or quality are caused or requested by Buyer. Prices do not include warranty service or installation outside the United States and Canada. Clerical errors made by Process Sensing Technologies are subject to correction.

SPECIFICATIONS

Weights and dimensions set forth in sales literature are not guaranteed unless previously certified in writing. Process Sensing Technologies may, without affecting the obligations under a Sales Order, make insignificant changes in the specifications of the product or products delivered under the Sales Order from those contained in sales literature.

TERMS OF PAYMENT

Payment in full is required prior to shipment unless payment terms have been extended to the buyer by Process Sensing Technologies and the buyer is deemed to be in good standing by Process Sensing Technologies.

Process Sensing Technologies will not issue an invoice to the buyer or require payment from the buyer until an order is fully prepared and ready to ship unless otherwise agreed upon or required by Process Sensing Technologies.

Process Sensing Technologies will not issue an invoice to the buyer or require payment from the buyer for software licenses until the start of a software license term.

Process Sensing Technologies will not issue an invoice to the buyer invoice or require payment from the buyer for software purchases until the software has been delivered to the buyer.

Process Sensing Technologies will not issue an invoice or require payment from the buyer for services rendered until the services are completed and deemed to be satisfactory by the buyer unless otherwise agreed upon with the buyer.

Process Sensing Technologies reserves the right to require a prepayment of up to or in excess of fifty percent of the total order value for custom modified, special order or non-stocked items as well as for orders valued in excess of ten thousand U.S. dollars.

For customers with payment terms, credit balances will be retained on account and refund payments will be made by customer request. Any credit balance not requested for refund in a timely manner may be applied to outstanding invoices on the customer's account or an unrequested refund payment may be sent to the customer.

Process Sensing Technologies reserves the right to require payment in full including any freight, duties or other incurred charges from buyers outside the United States and its territories prior to shipment.

Standard payment terms extended by Process Sensing Technologies are net thirty (30) days from date of the invoice unless otherwise specifically stated. Invoices are payable at par on date due at any place of collection designated by Process Sensing Technologies in funds bankable. All orders are accepted subject to and the obligation of Process Sensing Technologies to make deliveries is subject to, the right of Process Sensing Technologies to require of Buyer payment of all or any part of the purchase price in advance of delivery or to make shipment C.O.D. If the Buyer fails to make advance payment when requested to do so by Process Sensing Technologies , or if Buyer is or becomes delinquent in the payment of any sum due Process Sensing Technologies, or refuses to accept C.O.D. shipments then Process Sensing Technologies shall have the right, in addition to any other remedy to which it may be entitled in law or in equity, to cancel any Sales Order, refuse to make further deliveries, and declare immediately due and payable all unpaid amounts for goods previously delivered to Buyer. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly.

In the event that PST can offer terms beyond NET30, the following surcharges will be in effect:

A finance charge at an annual rate of 1.5% shall be applied to past due balances.

Customers that require documents such as Sales Orders, Invoices or Credit Memos to be entered or submitted into the customer's payment system or "portal" by Process Sensing Technologies on their behalf shall pay a fee for each occurrence.

SHIPMENTS

All shipments from Process Sensing Technologiesto the buyer are Ex Works (EXW) unless otherwise agreed upon with the buyer in writing prior to shipment.

Process Sensing Technologies will ship all orders in their entirety unless otherwise agreed upon with the buyer.

Buyer is obligated to verify that any shipment corresponds to the packing slip. Shipments that show any shortages or discrepancy have to be reported in writing and returned in full to Process Sensing Technologies within a period of ten (10) days from receipt of such shipment by the buyer thereof. In the case a shortage or discrepancy claim is made, Process Sensing Technologies’s sole liability is limited to correcting the shipment or refunding the Buyer if no correction can be made within reasonable time. After expiration of the ten (10) day period, Process Sensing Technologies will not be responsible for any shortage or discrepancy and the shipment will be deemed to be conforming to the packing slip.

RETURNS, CANCELLATION AND RESTOCKING CHARGES

Returns must be initiated within 30 days of sale. Returned items must be in original unmarked packaging and be in new saleable condition.

Orders may not be cancelled and shipments returned without Process Sensing Technologies’s written acceptance and payment of a charge by the Buyer. Cancellation and restocking charges will be based on the cost, including engineering, drafting, materials, labor and sales work incurred by Process Sensing Technologies. If cancellation or return is approved by Process Sensing Technologies, the following will apply:

1) Minimum charge of 25% of sales price, prior to any discount, if order is not in manufacturing or if return concerns standard products in quantities of no more than ten (10) units.
2) Minimum charge of 50% of sales price, prior to any discount, if order is in manufacturing or if return concerns non-standard products or standard products in quantities of more than ten (10) units.

Cancellation of an order on the basis of the estimated delivery date being exceeded may result in the forfeiture of any prepayments made by the buyer.

DELIVERY

The scheduled shipping or delivery date is our best estimate of the time the order will be shipped and Process Sensing Technologies assumes no liability for loss, general damages, or special or consequential damages due to delays.

TAXES AND DUTIES

Federal, state or local excise, sales or use taxes shall be paid by Buyer. Buyers claiming tax exemption are responsible for providing Process Sensing Technologies with all legally required documents and statements. Import duties and any other charges shall be paid by Buyers outside of the United States.

Buyers claiming tax exemption are responsible for providing Process Sensing Technologies with all legally required documents and statements for tax exemption prior to shipment. Failure to do so will result in the buyer being charged tax.

PATENTS

Process Sensing Technologies agrees to defend any suit or proceeding brought against Buyer so far as based upon an assertion that any product, or any part thereof, sold under a Sales Order constitutes a direct infringement of any United States patent having a claim or claims covering solely the product itself, or any part thereof, or the normal use for which such product or part was designed, if notified promptly in writing and given authority, information and assistance (at Process Sensing Technologies expense) for the defense of same, and Process Sensing Technologies shall pay all damages and costs awarded therein against Buyer. If said product, or any part thereof, is in such suit held to constitute infringement and the use of said product or part is enjoined, Process Sensing Technologies shall at its own option and at its own expense either (I) procure for Buyer the right to continue using said product or part, (II) replace the same with a non-infringing product or part, (III) modify it so it becomes non-infringing, or (IV) remove said product or part and refund the purchase price and transportation costs thereof. The foregoing obligations of Process Sensing Technologies shall not apply to any infringement claim based upon (I) any use of any product sold hereunder in any process (other than a process carried out by such product as an inherent function of such product or in conjunction with any other product (unless such other product is an accessory especially designed and sold by Process Sensing Technologies for use with the product sold hereby) or (II) any product manufactured to Buyer’s design or any product having a design arising out of compliance with Buyer’s specifications. The foregoing states the entire liability of Process Sensing Technologies for patent infringement by said product.

LIMITATION OF ACTIONS

No action, shall be brought for any breach of this contract more than one (1) year after the accrual of the cause of action therefore.

ACCEPTANCE

No acceptance of the terms and conditions of this sale shall be effective which varies the terms hereof or proposes additional terms. Any such proposals shall be deemed rejected unless expressly approved by Process Sensing Technologies.

APPLICABLE LAW

This contract shall be governed and construed in accordance with the law of the State of New York. The venue for any action arising out of this agreement shall be Suffolk County, New York.