A PDF version of STAR-H Corporation's Terms and Conditions of Sale is available at http://star-h.com/terms.pdf.

Revised: 30 June 2008

SPECIAL NOTE ON CHANGE ORDERS. Proposed changes in the goods or services, or documentation accompanying goods or services sold, subject to this Agreement (Contract or Purchase Order) submitted in writing by Buyer will be reviewed by STAR-H for acceptability and for the effect of the proposed changes on shipping schedules and prices; STAR-H will submit to Buyer its decision to accept or not to accept the proposed changes and the amendments to the shipping schedules selling prices and other terms upon which the proposed changes would be acceptable to STAR-H; the changes will become effective as amendments to this Agreement upon Buyer’s written acceptance of the said amended terms.

GENERAL

This Agreement is a legal document (“Sales Contract”) between you (“Buyer”) and STAR-H Corporation (“STAR-H”). Please read this agreement carefully. By accepting the STAR-H quotation/invoice/scope of work you indicate that you have read and understand the Terms and Conditions of this sale and agree to be bound by them. You also agree to so accept future updates and modifications of the terms and conditions.

DEFINITIONS AND ABBREVIATIONS

"STAR-H" shall mean STAR-H Corporation a Pennsylvania limited liability corporation, headquartered in Lancaster, Pennsylvania, USA.

"Buyer" shall mean the individual, partnership or corporation obligated to purchase the goods described on the sale Contract, which can be a Purchase Order (PO).

"Product" or "Products" shall mean any components, materials, products, documentation or other goods, whether finished or unfinished, sold or offered for sale by STAR-H.

“Agreement” shall mean an agreement by Buyer to purchase and STAR-H to provide Products or services. “Agreement” can also mean Contract or Purchase Order in this context.

1. PRICE

All prices quoted are subject to change, without notice, at any time prior to STAR-H’s acceptance of Buyer’s order, to such prices prevailing at the time of acceptance. All prices are firm unless otherwise agreed to in writing. STAR-H reserves the right to change the prices and specifications of its Products at any time without notice. Unless otherwise expressly provided on the invoice hereof, prices stated do not include duties or sales, use, gross receipts, excise or other taxes and, accordingly, in addition to the price stated herein, the amount of any such present or future taxes or duties or increases therein applicable to the goods covered by this Contract or to the manufacture, production, transportation or sale thereof, shall be added to the price and paid by the Buyer named on the invoice hereof (“Buyer”). Unless otherwise expressly provided on the invoice hereof, the prices stated are F.O.B. STAR-H’s factory.

Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local government authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event STAR-H is required to prepay any such tax, Buyer will reimburse STAR-H for those taxes. STAR-H reserves the right to require pre-paid payment terms from any Buyer. STAR-H also reserves the right to refuse to sell to any person or entity regardless of whether it has made prior sales to that person or entity.

2. PURCHASE ORDERS

All purchase of Products and services shall be evidenced by the Buyer’s written PO and shall be subject to all of the provisions set forth in these Terms and Conditions as stated herein, or as mutually agreed by the Parties from time to time. By placing a PO the Buyer confirms its agreement with and acceptance of all such Terms and Conditions. PO’s may be delivered electronically by e-mail or by fax, or in hard copy form. Upon receipt of a PO from the Buyer, STAR-H shall respond with a confirmation prior to any order being executed.

3. PAYMENTS

Unless otherwise expressly provided on the invoice from STAR-H, all payments by the Buyer are to be made net 30 days, or sooner, after date of invoice and shall be made in US dollars. STAR-H may at any time require full or partial payment in advance of delivery, or in advance of manufacture, or require satisfactory assurances or security from the Buyer that invoices will be paid when due if in STAR-H’s judgment the same at any time becomes necessary. If payment is not made when due, interest at the highest rate permitted by applicable law will be charged thereon and paid by Buyer from the due date thereof until paid. In the event Buyer does not pay within the terms of this Contract, all collection costs incurred by STAR-H, including attorney’s fees, will be paid by Buyer. Time and terms of payment are of the essence and if any default therein be made by Buyer or if the financial responsibility of Buyer shall at any time become impaired or unsatisfactory to STAR-H, STAR-H shall have the right to terminate this Contract (PO) or to defer or to discontinue further shipments hereunder until past due payments are made or satisfactory assurances of Buyer’s financial responsibility are received by STAR-H (without prejudice, however, to any rights or claims which STAR-H may have in law or in equity) and such right shall continue irrespective of any prior failure on the part of STAR-H to exercise such right. Each shipment will be considered a separate sale.

All payments (checks) should be sent to: STAR-H Corporation, 1853 William Penn Way, Lancaster, PA 17601.

If Buyer will pay by electronic transfer of funds (e.g., wire transfer), Buyer shall contact STAR-H in this regard and STAR-H will provide Buyer with appropriate banking information (bank name, address, telephone number, ABA routing number and account number) to facilitate electronic funds transfer. All fees associated with electronic funds transfers on Buyer’s end shall be paid by Buyer such that the funds transferred shall equal the net amount due on the invoice.

4. WARRANTY

All sales to Buyer shall be subject to STAR-H’s standard warranty as contained in its Terms and Conditions of Sale in effect at the time of shipment. STAR-H will, for one (1) year from the date of sale, at its option, repair or replace any goods that have manufacturing defects, and for no other reasons. STAR-H shall provide Buyer with copies of any changes or modifications thereto during the term of this agreement. Buyer hereby agrees that it shall not alter the Products (nor any parts or components thereof) in any way without the prior written authorization of STAR-H, nor grant any warranty nor make any representations to others other than those contained in STAR-H’s then current warranty. Any warranty given by Buyer with respect to any Products which has been altered without prior authorization, or any such additional warranty or representation, shall be void with respect to STAR-H.

Disclaimer. Except as specifically set forth herein in connection with any purchase or sale of Products, STAR-H disclaims all express and implied warranties, including, but not limited to, the implied warranties of title, merchantability and fitness for a particular purpose.

STAR-H gives 14 days limited warranty unless otherwise specified, from the date of delivery. The warranty will not apply to those goods that are damaged due to misuse, abuse, negligence or notification by any party other than STAR-H.

Unless otherwise expressly provided on the invoice , and in lieu of all other warranties, expressed or implied, STAR-H warrants only that the goods covered hereby will conform to the description on the invoice hereof, that STAR-H will convey good title thereto, free from any lien or encumbrance, and that said goods will be free from defects in material and workmanship under normal use and service and provided said goods have not been repaired, altered or neglected and have been held in proper (as determined solely by STAR-H) indoor storage prior to installation. Any claim on account of defective goods or for any other cause whatsoever will conclusively be deemed waived by Buyer unless written notice thereof is given to STAR-H within 12 months of shipment of the goods to which such claim relates.

Buyer will give STAR-H reasonable (as solely determined by STAR-H) opportunity to investigate all claims, and no goods or parts thereof may be returned by Buyer to STAR-H until after receipt by Buyer of definite shipping instructions from STAR-H. Goods so returned will be repaired or replaced without charge. STAR-H shall reserve the exclusive right to assign factory representatives in the repair or modification of goods supplied herein.

STAR-H makes no warranty whatsoever with respect to Products, accessories or parts furnished by STAR-H but not manufactured by STAR-H. Such Products, accessories or parts will carry only the warranty, if any, of the manufacturer thereof, and STAR-H hereby assigns to Buyer all of its rights and interest in the warranties, if any provided by the manufacturers of such Products, accessories and parts to the extent that this assignment is not prohibited by the terms of any agreement between STAR-H and the said manufacturers. There is no implied warranty of merchantability or fitness for a particular purpose on goods not manufactured by STAR-H.

There is no other warranty, expressed or implied, except such as is expressly set forth herein. STAR-H will not be liable for any consequential or special damages for any breach of warranty or any damages for negligence or for the cost of removal, transportation or reinstallation of defective or replacement goods. STAR-H’s liability and Buyer’s exclusive remedy shall be expressly limited to the repair of defective goods, or the shipment of equivalent goods f.o.b. the shipping point indicated on the invoice hereof, or the repayment of the purchase price upon return of the goods to STAR-H with STAR-H’s approval, or the granting of a reasonable allowance on account of any defects, as STAR-H in its sole discretion may elect.

No agent, employee or other representative has the right to modify or expand the warranties herein or otherwise make applicable to the Products under any other warranty from STAR-H, or to make any representations as to Products. Any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of this Contract.

No Other Warranties. The foregoing warranties are exclusive and in lieu of all other express and implied warranties whatsoever, including but not limited to implied warranties of merchantability and fitness for particular purpose.

5. DELAYS

The scheduled dates for shipment of the Products are estimated based on current and anticipated manufacturing capabilities at the time of quotation and may be quoted as weeks after receipt of order. All delivery dates are estimates only and STAR-H shall not be liable for any damages relating to failure to ship the Products as of a certain date. STAR-H shall not be liable for any delay in fulfillment of or failure to fulfill this Contract arising from any Force Majeure condition, such as factory or labor conditions, fire, failure or delay in STAR-H’s usual sources of supply by the acts or omissions of Buyer, its agents, subcontractors or material suppliers, or any cause not reasonably within the control of STAR-H. In the event of any delay in delivery or failure to manufacture due to a cause beyond STAR-H’s control, unless otherwise agreed, the time for delivery shall be deemed extended for a period equal to the period of delay.

6. INSPECTION

Buyer shall inspect the Products immediately on the arrival thereof, and shall within fourteen (14) calendar days after arrival give written notice to STAR-H of any matter by reason whereof it may allege that the Products are not in accordance with the agreement. If Buyer shall fail to give such notice, the Products shall be deemed to be in all respects in accordance with the agreement terms. All Products made to special specifications are deemed to be inspected and accepted before shipment is made, and may not be canceled.

7. CHANGE ORDERS

Proposed changes in the goods or services subject to this Contract or PO, submitted in writing by Buyer, will be reviewed by STAR-H for acceptability and for the effect of the proposed changes on shipping schedules and prices. STAR-H will submit to Buyer its decision to accept or not to accept the proposed changes and the amendments to the shipping schedules, selling prices and other terms upon which the proposed changes would be acceptable to STAR-H. The changes will become effective as amendments to this Contract or PO upon Buyer’s written acceptance of the said amended terms. The following Terms and Conditions shall apply to Change Orders:

• Change Orders shall be submitted for any changes in goods, services, or documentation accompanying goods or services sold.
• Any and all changes must be documented on a STAR-H Change Order form, which form can be obtained from STAR-H.
• A Change Order can be initiated by either party (STAR-H or Buyer).
• The names, positions, companies, and addresses of all authorized signatories to a Change Order must be stipulated.
• A Change Order must be signed as accepted by an authorized individual of each party involved (at least the STAR-H and Buyer) to be in effect.
• A Change Order must detail the changes to the work, the time, and the cost.
• Buyer may only request what changes it wishes to be made.
• STAR-H shall be the sole determiner of the work/time/cost requirements of the proposed changes.
• STAR-H is not required to accept any Change Order.
• STAR-H reserves the option to require, in lieu of a Change Order, an entirely new and separate quote and contract (or PO) that is materially outside of and therefore additional and separate to the current contract or PO.
• Without the signed consent of all/both parties there is no work on any proposed change will be done.

8. EXPORTS

Buyer represents that it will not knowingly export, either directly or indirectly, any Products or technical data associated with any product or service supplied by STAR-H to any country for which approval is required, without the prior written approval of the Office of Export Administration of the U.S. Dept. of Commerce or any other applicable U.S. Government Agency.

9. RETURNS AND CHANGES

Goods delivered may not be returned by Buyer without STAR-H's express written prior authorization and the obtaining of appropriate documentation (including return tags) from STAR-H. All returns so approved are subject to STAR-H’s restocking charge unless otherwise agreed to in writing by STAR-H. No back charges for repairs, corrections or changes in construction of any Product shall be made by Buyer or accepted by STAR-H without the prior written approval of an authorized employee at STAR-H. . For returns of goods tendered under this Sales Contract or PO to be effective, STAR-H must receive written notice of that return at its headquarters within 14 calendar days after delivery Returns are allowed only if nonconformity is substantial and non-curable, as determined solely by STAR-H. A “RETURN AUTHORIZATION” form obtained from STAR-H must be filled out and returned to STAR-H with proper Invoice Number and description of all defects of the goods on which the Buyer intends to rely. The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by Buyer and Buyer is barred from any remedy. All returns must be shipped back to STAR-H’s headquarters or factory, as stipulated by STAR-H, at Buyer’s expense. All goods returned must be clean, free of price tags, and packed neatly. STAR-H has the right to refuse any returned goods or to credit the Buyer with the lesser amount paid, if the goods are damaged through improper packing or improper display methods at Buyer’s locations.

STAR-H specifically reserves the right to refuse to allow Buyer to return Products which have been altered or modified, Products which are free of defects, and/or Products which are non-standard or special ordered.

10. CANCELLATION TO SHIPMENT

In the event Buyer requests that an order for Products or services which it has placed with STAR-H be canceled prior to shipment, and with which request STAR-H agrees in writing, Buyer shall be liable to STAR-H for all costs incurred by STAR-H as a result of such cancellation, including but not limited to, cancellation costs to suppliers and unreimbursed advances on goods, if any, together with any specifically identifiable incidental and consequential expenses. Determination of these cancellation costs shall be solely by STAR-H.

11. LIMITATIONS OF LIABILITY

Buyer assumes all risk and liability for loss. STAR-H shall not be responsible for injuries to person or property arising out of use or misuse of Products. In no event shall STAR-H by liable for (i) special, indirect, , incidental, consequential, or punitive damages, including but not limited to, labor costs incurred by Buyer or (ii) any damages whatsoever resulting from loss of use or profits arising out of or in connection with the goods sold hereunder. . STAR-H shall not be liable for any losses or expenses directly or indirectly arising from the manufacture, sale, or use of the Products or from any other cause relating thereto. STAR-H's total liability on any claim of any kind for any loss or damage whatsoever arising out of or in connection with or resulting from this Contract or from the performance or breach thereof shall in no case exceed the price allocable to the Products or services or units thereof which gives rise to the claim. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of STAR-H which is not specifically set forth herein shall be binding upon STAR-H.

12. LICENSES AND COMPLIANCES

Buyer shall, at its expense, obtain any and all import licenses and governmental approvals which may be necessary to permit the sale by STAR-H and the purchase by Buyer of Products or services hereunder, comply with all registration requirements, obtain such approvals from the banking and other governmental authorities as may be necessary to guarantee payment of all amounts due hereunder in U.S. dollars, and comply with any and all governmental laws, regulations and orders which may be applicable to Buyer by reason of its execution of this contract, including any requirements to be registered as STAR-H’s independent Buyer with any governmental authority, and including any and all laws, regulations or orders which govern or affect the ordering, export, shipment, import, sales (including government procurement), delivery or redelivery of Products. Buyer shall furnish STAR-H with such documentation as STAR-H may request to confirm Buyer's compliance with this section and agrees that it shall not engaged in any course of conduct which, in STAR-H’s sole and reasonable belief, would cause STAR-H to be in violation of the laws of any jurisdiction.

Buyer shall obtain from an end-user statement that indicates the name of the ultimate user of each Product sold and the country in which it will be used. Buyer shall maintain on file, and provide to the STAR-H upon demand, these end-user statements.

13. ARBITRATION

Any claim against STAR-H for shortages in or damages to the Products shipped to Buyer shall be made in accordance with STAR-H’s Damaged Cargo procedures and other written instructions conveyed to Buyer by STAR-H from time to time. Any other claims against STAR-H arising out of Products sold to Buyer shall be made within fourteen (14) calendar days after Buyer first knows of or has reason to know of such claim. Failure by Buyer to submit a claim within said fourteen (14) day period shall act as a waiver of Buyer’s right to submit such a claim. All such claims shall be submitted to STAR-H in writing and shall set forth in full the details, basis, and amount of such claim against STAR-H. Failure by Buyer to provide proper documentation to support an insurance claim resulting in total or partial denial of coverage shall render Buyer liable to STAR-H for amounts not paid by such insurance claim.

Upon thirty (30) days’ prior written notice provided by Buyer or STAR-H to the other party, any claim arising out of or related to this Agreement or the default thereof, which has not been resolved by mutual agreement of the parties shall be settled by arbitration, which shall be conducted at Lancaster, Pennsylvania, USA in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified or supplemented herein, or as the parties mutually agree otherwise. Notwithstanding the rules of the arbitral body, the Parties agree (a) that any arbitration shall be presided over by one arbitrator, mutually agreed on by both Parties, who has been admitted to the practice of law, and be in good standing or on retirement status in any of the fifty United States or the District of Columbia, (b) that the arbitrator shall base his or her decision on the facts as presented into evidence and (c) that the arbitrator shall prepare a written memorandum of decision setting forth the findings of fact and conclusions of law. The decision of the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction. Any claim for relief made pursuant to this Agreement shall be made within one (1) year from the date upon which the party claiming relief knew or should have known of the cause of action constituting such claim. This Section shall not be deemed a limitation of STAR-H’s rights or remedies to file suit in a court of competent jurisdiction for the collection of amounts due to STAR-H hereunder, whether directly against Buyer or under applicable material payment bonds, unless such rights or remedies are expressly waived by STAR-H.

14. CONFIDENTIALITY OF TECHNICAL INFORMATION

Buyer shall hold in strict confidence the technical information supplied to it by STAR-H and shall not divulge the same to any other person, entity, firm, or corporation without the prior written permission of STAR-H, except as reasonably required to perform its obligations under the contract.

Use of Technical Information and Proprietary Rights. Buyer shall not, without STAR-H’s prior written consent, use for any purpose other than implementation of this Agreement any portion of the Technical Information supplied by the STAR-H hereunder or any patent, trademark or other industrial property rights of STAR-H nor copy any STAR-H design of any of its Products. Acknowledging that the damages sustainable by STAR-H as a consequence of any breach of Buyer obligations under this contact may be difficult to measure in monetary terms, Buyer hereby agrees that STAR-H shall be entitled (i) to have the continuance of any such breach permanently enjoined and (ii) to an award of actual and exemplary damages in an appropriate amount determined by arbitration.

Trademarks and Trade Names. Buyer shall not directly or indirectly use any of STAR-H’s trademarks or parts thereof, or any mark or name confusingly similar thereto, as part of its corporate or business name or in any other manner, except that (i) Buyer may identify itself as an authorized Buyer of STAR-H Products and (ii) Buyer may use STAR-H’s trademarks relating to the Products, for display purposes in connection with solicitation of orders for Products, from customers and in any other manner previously approved by STAR-H in writing. In addition, Buyer shall not register any of STAR-H’s trademarks or any mark or name closely resembling them, as solely determined by STAR-H, unless requested to do so by the STAR-H in writing, nor shall Buyer remove or efface any of STAR-H’s trademarks or identifying marks affixed to its products.

Non-Circumvention. Buyer shall not reproduce, produce, copy or cause to be reproduced, produced or copied in any manner, or sell any items or goods from any other source that are reproductions or copies of any Products of STAR-H, which reproductions or copies would compete in the marketplace with STAR-H’s Products, or might be perceived to be equivalent, or approximately equivalent to, as solely determined by STAR-H, the Products in appearance, performance or form.

Protection of Proprietary Rights. Buyer agrees to cooperate with and assist STAR-H in the protection of trademarks, patents, or copyrights owned by or licensed to STAR-H, and shall inform STAR-H immediately of any infringements or other improper action with respect to such trademarks, patents or copyrights which shall come to the attention of Buyer.

Confidentiality of Pricing Information. Buyer agrees to hold in strict confidence all information relevant to the STAR-H’s pricing of Products to Buyer, and any other STAR-H pricing information that Buyer may be privy to from time to time, or otherwise may have knowledge of.

15. GENERAL PROVISIONS

The failure of STAR-H to enforce at any time any of the provisions of these Terms and Conditions , to exercise any election or option provided herein, or to require at any time performance by Buyer of any of the provisions herewith shall in no way be construed to be waiver of any such provisions, or the rights of STAR-H thereafter to enforce each and every provision. These Terms and Conditions contain the complete and exclusive statements of the Agreement between the parties in connection with the Products and supersede any previous understandings, communications, commitments, or agreement, oral or written.

16. ENTIRE AGREEMENT

The parties intend this writing to be the final expression of the terms and conditions of their Agreement and further intend that this writing be the complete and exclusive statement of all the terms of their Agreement. This Agreement represents the entire agreement between the Parties on the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them. No modification of this Agreement will be effective unless in writing and signed by both Parties.

17. ATTORNEY FEE PROVISION

In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under these Terms and Conditions or seeks a declaration of any rights or obligations under this Sales Contract, the prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.

18. CHOICE OF LAW AND FORUM

This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by the laws of the Commonwealth of Pennsylvania, USA. . Any dispute that arises under or relates to this Agreement shall be resolved in a court of proper jurisdiction either in Lancaster County or elsewhere in Pennsylvania.

19. MISCELLANEOUS

(a) No waiver of any claim or right arising under this Agreement will be effective unless the waiver is in writing and signed by the waiving party. The waiver by STAR-H of any term, provision or condition hereunder shall not be construed to be a waiver of any other terms, provisions or conditions hereof, nor shall such waiver be deemed a waiver of a subsequent breach of the same term, condition or provision.

(b) Buyer is hereby notified of STAR-H’s objection to any of Buyer’s terms inconsistent herewith and to any additional terms proposed by Buyer in accepting these Terms and Conditions and such inconsistent or additional terms shall not become a part of this Agreement unless expressly accepted in writing by STAR-H. Neither STAR-H’s subsequent lack of objection to any such terms, nor the delivery of goods covered hereby, shall constitute or be deemed an agreement by STAR-H to any such terms.

(c) These Terms and Conditions supersede all prior negotiations and understandings of the parties and contains the complete and final agreement between STAR-H and Buyer concerning the subject matter hereof and no other agreement in any way modifying any of the said terms and conditions will be binding upon STAR-H unless made in a writing specifically referring to this Contract and signed by STAR-H’s authorized representative.

(d) Buyer shall not assign its rights or its obligations under this Agreement without STAR-H's written consent.