NFM Terms And Conditions Of Sale

All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon buyer's assent thereto. No variation of these terms and conditions shall be binding upon seller unless agreed to in writing and signed by an officer or other authorized representative of seller.

This invoice (or acknowledgement), and not any purchase order or other document of Buyer, shall be deemed an offer or counter-offer and is a rejection of any inconsistent prior terms and conditions. Buyer, by accepting, in accordance with the terms herein, the NFM products (each such product(s), collectively and individually, referred to herein as the "Products"), shall be deemed to have assented to the terms and conditions set forth in these terms and conditions of sale, notwithstanding any terms contained in any prior or later communications from Buyer and whether or not Seller shall specifically or expressly object to any such terms (the terms and conditions set forth herein are referred to hereinafter as the ("Contract"). Seller's failure to object to any provisions of any prior or subsequent document, communication, or act of Buyer shall not be deemed a waiver of any of the terms or conditions hereof.

Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery, except that when Buyer requires expedited service involving overtime, overtime charges will be added at Seller's sole discretion to the price specified on the face hereof or in an attached schedule. It is hereby understood and agreed that any purchase order, memorandum, or other instrument issued by Buyer in connection with this transaction is for Buyer's internal use only and its terms shall be of no force and effect with respect to the transaction covered by these terms and conditions. Buyer may not cancel any order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-refundable materials, cancellation costs imposed on Seller by its suppliers, and any other cost resulting from cancellation of this order by Buyer which is permitted by Seller. Certification of such costs by Seller's certified public accountants shall be conclusive on the parties hereto.

Buyer hereby grants and Seller reserves a security interest in the Products and in the proceeds of any sale or lease thereof for the amount of the purchase price of the Products. Upon Seller's request, Buyer shall sign any documentation necessary to perfect such security interest.

Buyer shall be responsible for shipping, handling, insurance, and other similar costs. Delivery of the Products to the carrier at Seller's shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. Seller reserves the right to determine the exact method of shipment and the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries. Immediately upon Buyer's receipt of any Products shipped hereunder, Buyer shall inspect the same and shall promptly notify Seller in writing of any claims for shortages, defects, or damages and shall hold the Products for Seller's written instructions concerning disposition. If Buyer shall fail to so notify Seller within five (5) days after receipt of the Products by Buyer, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.

Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver, or otherwise perform hereunder due to any cause beyond Seller's reasonable control, including, without limitation, unsuccessful reactions, acts of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller's business, fire, explosion, recall, accident, theft, vandalism, riot, acts of war, acts of terrorism, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

If Seller is unable for any reason to supply all Products specified in Buyer's order, Seller may allocate its available supply among any or all buyers on such basis as Seller may deem fair and practical, without liability for any failure of performance which may result therefrom.

Terms of sale are net 30 days of date of invoice, unless otherwise stated, or unless other provisions for payment have been made with and approved by Seller. Payments are to be made in United States funds, unless otherwise stipulated. If the financial condition of Buyer results in the insecurity of Seller, in its sole and absolute discretion, as to the ultimate collectability of the purchase price of the Products, Seller may, without prior notice to Buyer, delay or postpone the delivery of the Products; and Seller, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of the Products. In the event of default by Buyer in the payment of the purchase price or otherwise, of this or any other order, Seller, at its option, without prejudice to any other of Seller's legal or equitable remedies, may defer delivery, cancel this Contract, or sell any undelivered Products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the Contract purchase price, and Buyer shall promptly pay the balance then due to Seller on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer of any of the terms hereof.

Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall promptly reimburse Seller therefore on demand; or, in lieu of such payment, Buyer shall provide Seller at the time Buyer submits its order of Products an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

Seller warrants to Buyer that the Products shall conform in all material respects to the description of the Products as provided to Buyer by Seller through Seller's designated product specifications. This warranty is exclusive and seller makes no other warranty, express or implied, including any implied warranty of merchantability fitness for a particular purpose, title or non-infringement. Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused, improperly installed, operated, maintained, or repaired the Products in any manner, has failed to used the Products in accordance with industry standards or practices, or has failed to use the Products in accordance with instructions, if any, furnished by Seller.

Seller's sole and exclusive liability and buyer's sole and exclusive remedy with respect to products proved to seller's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in seller's sole discretion, upon the return of such products in accordance with seller's instructions.

Seller shall not in any event be liable for any incidental, indirect, consequential, exemplary, punitive or special damages of any kind resulting from any use or failure of the products whether alleged as breach of contract (including the limited warranty above), tort (including negligence and strict liability), or any other legal or equitable theory, even if seller has been advised of the possibility of such damage including, without limitation, liability for loss of work in progress, loss of revenue or profits, failure to realize savings, loss of products of buyer or other use or any liability of buyer to a third party on account of such loss, or for any labor or any other expense, damage, cost or loss occasioned by such product. Any action for breach of this contract with respect to all products sold hereunder shall be commenced, and any claims with respect to the transaction between seller and buyer with respect to this contract must be received, within one (1) year of seller's original shipment of products, regardless of their nature. The limitations of warranty and liability set forth herein shall survive the cancellation, completion, or other termination of this contract for any reason.

Seller's Products are intended for use only in accordance with the label instructions and label license accompanying the Product, which is hereby incorporated by reference. Buyer may obtain a copy of the label instructions and license by written request of Buyer. In particular, Seller's Products are intended for laboratory research and evaluation purposes only and are not to be used for any commercial applications or purposes. Buyer agrees that no rights or licenses under Seller's patents or patents licensed to Seller (collectively referred to hereinafter as "Seller's patent rights") shall be implied from the sale of the Products, except as expressly provided for on the label accompanying each of the Product(s), and Buyer does not receive any right under Seller's patent rights hereunder. Buyer acknowledges that the Products may not have received approval from the federal Food and Drug Administration or other federal, state, or local regulatory agencies and may have not been tested by Seller for safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Seller's technical specifications or material data sheets furnished to Buyer. In addition, the Products may not be listed in the Toxic Substances Control Act (the "TSCA") inventory and Buyer hereby assumes responsibility to ensure that the Products are approved for use under the TSCA. Buyer expressly represents and warrants to Seller that Buyer will properly test and use any Products purchased from Seller in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.

Buyer hereby grants to Seller a nonexclusive, irrevocable, worldwide, unrestricted, royalty-free, fully paid-up license, with the right to grant and authorize sublicenses, under any and all patent rights in inventions comprising modifications, extensions, or enhancements made by Buyer to the Products or any portion of the Products or to the manufacture or use of the Products or any portion of the Products ("Improvement Patents"), to make, have made, use, import, offer for sale or sell any and all products or components; exploit any and all methods or processes; and otherwise exploit Improvement Patents for all purposes. The term of the foregoing license shall terminate upon the invalidation, revocation or expiration of the last claim under the Improvement Patents.

Buyer has the responsibility and hereby expressly assumes the risk to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Products. Buyer also has the duty to warn Buyer's customers, employees, agents, assigns, officers, successors, and any auxiliary or third party personnel (such as freight handlers, etc.) of any and all risks involved in using or handling the Products. Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of the Products and not misuse the Products in any manner. Buyer shall not reverse engineer, disassemble or modify the Products or create any derivative works of the written materials accompanying the Products, including but not limited to any material data sheets or similar materials with respect to the Products' specifications. Buyer acknowledges that Seller retains ownership of all patents, copyrights, trademarks, trade secrets and other proprietary rights relating to or residing in the Products or any portion thereof.

Buyer represents and warrants that it shall use all Products ordered herein in accordance with Paragraph 10, "Buyer's Use of Products," and that any such use of Products will not violate any applicable law, regulation, judicial order, or injunction. Buyer agrees to release, discharge, disclaim, and renounce any and all claims, demands, actions, causes of action, and/or suits in law or equity, now existing or hereafter arising, whether known or unknown, against Seller, its officers, directors, employees, agents, successors, and assigns (collectively the "Released Parties") with respect to the use of the Products. Buyer agrees to indemnify and hold harmless the Released Parties from and against any suits, losses, claims, demands, liabilities, costs, and expenses (including attorney, accounting, expert witness, and consulting fees) that Seller may sustain or incur as a result of any claim against Seller based upon negligence (including claims based in part upon Seller's contributory negligence), breach of warranty, strict liability in tort, contract, or any other theory of law or equity arising out of, directly or indirectly, the use of the Products, or by reason of Buyer's failure to perform its obligations contained herein. Buyer shall notify Seller in writing within fifteen (15) days of Buyer's receipt of knowledge of any accident, or incident involving the Products which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports, recordings, and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.

Seller does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

Goods may not be returned for credit except with Seller's permission, and then only in strict compliance with Seller's return shipment instructions.

At Buyer's request, Seller may, at Seller's discretion, furnish technical assistance with respect to the Products for such fees and other consideration agreed to in writing by Buyer and Seller.

Seller reserves the right to correct clerical errors and omissions.

These terms and conditions, and any document referred to on the face hereof, constitute the entire agreement between Seller and Buyer. Seller's failure to strictly enforce any term or condition of this order or to exercise any right, power, or privilege arising hereunder shall not constitute a waiver of Seller's right to strictly enforce such terms or conditions or exercise such right, power, or privilege thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. Any waiver or default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, rights, powers, and privileges shall not be affected or impaired thereby. The paragraph headings herein are for convenience only and form no part of the terms and conditions and shall not affect the interpretation of the terms and conditions. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, corporate representatives, agents, successors, and assigns.