SERDI CORPORATION GENERAL CONDITIONS OF SALE

The following terms and conditions shall apply to all equipment, tooling, accessories and other products acquired from SERDI Corporation ("the Products").  None of these terms and conditions may be added to, modified, superseded or altered except by written instrument signed by an authorized representative of SERDI Corporation ("SERDI").

PRICES - All prices shown on the Sales Agreement are the purchase prices.  All prices are F.O.B. SERDI's place of shipment in the United States.  All costs incident to the installation and service of Products, except those specifically included in the LIMITED WARRANTY stated below, shall be rendered by SERDI at SERDI's then prevailing rate, plus all expenses.

TAXES - Buyer must assume ultimate responsibility for payment of any state or local sales and/or use taxes which may be or may become associated with this sale. If taxes are included in the total sales amount shown on the sales contract, the buyer acknowledges that the amount is subject to adjustment based on the actual percentage(s) as assessed by the taxing authorities having jurisdiction at the place of installation or use of the product(s).

TITLE RETENTION - Unless credit to Buyer has been expressly approved in writing, SERDI shall not be obligated to ship the Products until SERDI receives full payment (if check or negotiable instrument, until the check is honored or payment received by SERDI's bank), including shipping and handling.  Title to the Products shall remain SERDI’s until full payment has been received.  Until title passes to Buyer, the Products shall be kept at the location to which they were originally shipped. Failure to make any payment when due shall give SERDI the option, without liability and without limitation, to take possession of and recover the Products without notice.  Buyer shall pay to SERDI a service charge on any and all late payments at a rate equal to eighteen (18%) percent per annum or the maximum rate permissible under applicable law, whichever is lower.  Buyer agrees to pay all costs, including attorney or collection agency fees, associated with collection or enforcement of this agreement.

CREDIT AND SECURITY AGREEMENT - No credit is extended unless previously approved in writing by SERDI.  Buyer hereby grants to SERDI a security interest in the Products which have been purchased until full payment is received by SERDI.  Buyer will execute a recordable financing statement indicating SERDI's security interest in the Products.  Failure to pay the purchase price of the Products when due shall give SERDI the option, without liability and without limitation, to take possession of the Products without notice, sell the Products at public or private sale at which SERDI may be a purchaser, apply the proceeds after deducting expenses and liens and pay the surplus, if any, to Buyer.

CHANGES - Buyer may make written requests for changes in specifications.  SERDI is not obligated to accept any such request.  If such a request is accepted and causes an increase in the cost or the time required for the manufacture of the Product, SERDI may adjust the purchase price and/or delivery schedule, and the General Conditions of Sale may be modified accordingly.

LIMITED WARRANTY - The products are warranted upon delivery to conform to their published specifications and to be free from defects in material and workmanship under normal use for a period of one year from shipment.  Should a product not be as warranted, SERDI's sole obligation shall be, at its option, to repair, correct or replace the product or to refund the amounts paid for the Product upon its return to a location designated by SERDI.  No warranty shall extend to rapid wear Products (including tooling) or to Products which have been subject to misuse (including any use contrary to SERDI instructions), neglect, accident (including during shipment), improper handling or installation, or subject to any modification, repair or service not certified by SERDI.   SERDI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  SERDI shall not be liable for any consequential, direct or indirect damages or for any other injury or loss.  Buyer waives any right, beyond the foregoing warranty, to make a claim against SERDI.  No warranty is provided for any Products not paid for in full.

RETURN MERCHANDISE POLICY - Merchandise cannot be returned to SERDI without prior approval.  Customer must contact the Order Department to get approval and to be issued a Return Goods Authorization number (RGA #).  Merchandise authorized for return must be returned prepaid. If merchandise is returned with shipping charges collect, the actual amount of these charges may be deducted from any credit which may be due the customer. The RGA # assigned  by the Order Department should be written on the shipping label and must appear on a copy of  the invoice(s) covering the original shipment. This invoice copy must be included in the box with the parts.   Shipment must contain ONLY those items on the RGA as approved for return.  Merchandise must be received within 10 days of the date of RGA or the RGA will be canceled. All returned merchandise may be subject to a 20% restocking fee. Parts / tooling over 30 days old are considered as customer property and can only be returned with prior written approval from SERDI Corporation Management and/or Shipping Department.

The issuance of a RGA DOES NOT guarantee credit - it is only authorization for the return of the goods.  Credit for return merchandise is at the sole discretion of SERDI.  Credit will be issued only after inspection of returned goods.

RISK OF LOSS - All risk of loss or damage shall pass to Buyer when the Products are placed in the possession of the first carrier  at SERDI's place of shipment.  Prepayment of freight or insurance shall not convert the terms to F.O.B. destination.

GENERAL - The exclusive venue and jurisdiction for any dispute between Buyer and SERDI shall be in the State or Federal courts at the location of SERDI's office in the State of Georgia and Georgia law shall govern all such disputes.  Buyer shall be subject to the personal jurisdiction of said courts.  These terms and conditions shall be binding on the heirs, assigns, executors and administrators of Buyer and shall inure to the benefit of SERDI and its successors and assigns.

NOTICE - By signature on the accompanying Sales Agreement or by acceptance and use of product(s) shipped in fulfillment of phone, fax or written  purchase orders, the buyer acknowledges receipt and acceptance of all of the General Conditions of Sale contained here-in.