Instrument Associates, Inc.

TERMS AND CONDITIONS

COMPLETE TERMS - 4/3/2006 Rev. 1

Sales by Instrument Associates, Inc., (“IA”), are governed by these Terms and Conditions, unless the parties have entered into a mutually executed written agreement stating applicable terms and conditions. This is an offer conditioned on Buyer’s acceptance of all, and only, these terms. IA objects to any different or additional terms. This is the final and complete expressions of all terms and conditions of the agreement. Any representations, promises, warranties, or statements that are not contained in these Terms and Conditions are void. These Terms and Conditions can be modified, waived, or amended only by writing signed by both Buyer and IA.

QUOTES AND SALES PRICE

All quotations are valid for thirty (30) days from the quotation date, unless otherwise specified. All prices are subject to change without prior notification and will be priced in accordance with the price list in effect at the time of shipment. Buyer acknowledges that there may be additional costs for testing, documentation or special requirements. All quotations are subject to IA’s receipt of full and adequate disclosure from Buyer regarding any testing, documentation or special requirements.

TERMS OF PAYMENT

All payments are due net thirty (30) days from the date of the invoice. If Buyer fails to pay any sum due in a timely manner, interest shall accrue to IA’s credit on such sum at the rate of 1 ½ % per month or the highest rate allowed by law, whichever is lower. The Buyer shall be liable for any cost incurred by IA to collect any past due sums, including without limitation reasonable attorney’s fees and court costs.

DELIVERY

Delivery shall be F.O.B. shipping point where upon title, except for IA’s unpaid lien to the goods, and risk of loss shall pass to Buyer. Selecting of routing and carrier is reserved for IA. Every effort shall be made to effect delivery at the desired time, but delivery dates are not guaranteed. Buyer shall be separately charged for all freight and handling charges. IA reserves the right to make partial shipments as IA deems appropriate.

DELAYS

In the event IA is unable to ship the ordered goods because of fire, flood, wind storm, accident, or other act of God, labor or civil disturbance, shortage of materials, failure of timely delivery by IA’s suppliers, energy or transportation shortages, or any other cause (whether or not similar to the causes listed above) beyond IA’s reasonable control, IA reserves the right to cancel the affected order without any liability to Buyer whatsoever. In no event shall IA be obligated to purchase material from others to enable IA to deliver goods to Buyer hereunder. IN NO EVENT SHALL IA BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF A DELAY IN OR FAILURE OF DELIVERY. BUYER’S REQUESTED DELIVERY DATE SHALL BE AN APPROXIMATE DATE AND SUBJECT TO IA’S ACCEPTANCE.

CLAIMS

Claims for shortages or incorrect goods must be made in writing to IA within forty eight (48) hours after receipt of shipment. Failure to give such notice shall constitute an unqualified acceptance of all goods and waiver by Buyer of all claims for such shortages or incorrect goods.

LIMTATION OF REMEDY; NO LIABILITY

IA’S LIABILITY ARISING FROM ANY PRODUCT MANUFACTURED OR FABRICATED BY IA SHALL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE ITEM. NOTWITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES WHATSOEVER ON ITSM BUILT OR ACQUIRED WHOLLY OR PARTIALLY TO BUYER’S DESIGNS OR SPECIFICATIONS. AS TO ALL GOODS SOLD BY IA, IA PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MECHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE GOODS SOLD HEREUNDER. IA AGREES TO USE ITS BEST EFFORTS TO ASSIST BUYER IN ENFORCING ANY WARRANTY PROVIDED BY THE MANUFACTURER(S) FOR THE GOODS. THE REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS UNDER WARRANTY IS AT THE SOLE DISCRETION OF THE MANUFACTURER; IA DOES NOT REPLACE RETURNED DEFECTIVE PRODUCTS WITH NEW PRODUCTS (EXCEPT IN LIMITED CIRCUMSTANCES FOR PRODUCTS MANUFACTURED OR FABRICATED BY IA AS SPECIFICALLY PROVIDED IN THE FIRST SENTENCE OF THIS PARAGRAPH 7).

WAIVER

CUSTOMER WAIVES ALL CLAIMS AGAINST IA OR IA’S SUPPLIER(S) FOR ANY DIRECT, INDIRECT, INCIDENTIAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOST REVENUE, INCOME, PROFIT AND USE OR DAMAGES, ARISING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR GOODS SOLD HEREUNDER, WHETHER ALLEGED TO ARISE FROM BREACH OF CONTRACT, EXPRESS OR IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY

FINANCIAL RESPONSIBILITY

Any credit terms offered by IA are available only for so long as Buyer complies with all of its obligations under these terms and conditions, including, with limitation, the provisions requiring timely payment of invoices within stated terms. If credit terms are no longer available, Buyer shall pay cash in advance for all purchases. If IA shall have doubt at any time as to Buyer’s financial responsibility, IA, at its option, either may (a) decline to make further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to IA, or (b) terminate this sale. Nothing in this paragraph is intended to affect Buyer’s obligation to accept and pay for the goods.

NO DEDUCTION

Buyer shall not be entitled to deduct from the price invoiced to it by IA the amount of any claim asserted by Buyer against IA, unless such claim shall have been allowed in writing, by an authorized representative of IA. The provisions of the preceding sentence are of the essence of this sale.

NON CANCELLATION

Buyer may not cancel or terminate an order without IA’s written consent and only then upon payment of reasonable termination charges, including without limitation handling charge not to exceed fifteen percent (15%) plus cancellation/return charges imposed by suppliers.

RETURN FOR CREDIT OR EXCHANGE

All returns of non-defective, unused material for credit or exchange, not due to IA’s error, must be authorized in writing in advance by IA. No material will be accepted for return without valid return authorization number clearly noted on the outside of the shipment. Items to be returned must be current revisions of standard price list items in original, undamaged packaging and in sellable condition. Return of such items is subject to a return processing fee of no less than 15% of the extended sales price of the item(s) being returned; minimum fee is $10.00. Credits are issued for returned material less restocking and other pertinent fees and can only be used against future purchases of material from IA. Credits not used within 180 days of the issue date will automatically terminate. No cash refunds will be issued. Non-standard, assembled, modified, “special order”, “special value”, or “reduced price” items and fabricated items are non-cancelable and non-returnable. Notwithstanding any provision to the contrary, no refunds shall be allowed for any non-returnable and non-cancelable items. Requests for return of non-defective material for credit or exchange resulting from IA’s error (i.e. mis-shipment of material or quantity) shall be handled at no charge to Buyer. All return authorizations expire thirty (30) days after authorization notification and shall not be renewed.

DEFAULT

Buyer will be in default if (a) Buyer fails to pay to IA any amount when due this agreement, (b) Buyer fails for a period of five (5) days after receiving written notice from IA to fulfill or perform any provisions of this agreement (other than the prior provision relating to payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within thirty (30) days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within thirty (30) days thereafter. Upon Buyer’s default, IA may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipment subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation, or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by IA because of Buyer’s default.

NUCLEAR INDEMNITY

If the goods are to be used in any nuclear installation or activity, Buyer or the ultimate user (i) shall secure and maintain the maximum nuclear property damage liability insurance protection available, (ii) shall enter into and maintain a government indemnity agreement, and (iii) shall waive and require its insurers to waive all rights of recovery or subrogation against IA and shall indemnify and hold IA harmless from and against any claims, losses or damages (including consequential or special damages of any kind) arising out of a Nuclear incident a that term is defined in the Atomic Energy Act of 1954, as amended.

TAXES

All sales, excise, or other forms of taxes levied against this transaction shall be paid by Buyer over and above all other sums Buyer may be or may become obligated to pay hereunder.

JURISDICTION AND VENUE

Any transaction subject to these terms and conditions shall be governed by the laws of the State of Illinois without respect to its conflict of laws provisioned. Venue with respect to any dispute arising out of or in any way related to a transaction subject to these terms and conditions will rest exclusively in courts of Cook County, Illinois and the federal district court for the Northern District of Illinois, Eastern Division.

ERRORS

IA reserves the right to make corrections to typographical, mathematical or other errors upon discovery.