1. Pricing, Quotations and Orders: Published prices and discounts are subject to change without notice. Quotations are valid for a period of SIXTY (60) days from date shown on Quotation, unless otherwise specified in writing on the Quotation. Orders are subject to final approval and acceptance by DRI.

2. Payment Terms: Unless otherwise stated, standard payment terms are NET 30 (thirty) days from date of DRI's invoice. At times, the shipment of orders may be made in multiple shipments, and invoices will be issued representing the approximate price of each shipment. The amount of any partial invoicing will not be disputed as long as the total of all invoices does not exceed the total contract price.

3. Warranty: All orders covered under this Agreement are governed by the DRI Product Warranty in force at the time of purchase, which is attached to the Quotation.

4. Lead Times and Delivery Dates: DRI will commit to and acknowledge Delivery Dates for the Equipment covered under this Quotation, only after a Customer Purchase order is Received, along with a DRI Product Configuration Sheet, and any formal Drawing Approvals, if required. The Requested Delivery Date on this Quotation is only that, and does not bind or commit DRI to the Requested Delivery Date in any way. The Current Equipment Lead Times stated in this Quotation are for general information and are subject to change without notice, based on Warehouse availability and Manufacturing Plant Backlog.

5. Freight and risk of Loss: Unless otherwise stated, Equipment sold by DRI for shipment from any of DRI's US facilities is sold on an FOB basis from that point of shipment. Equipment sold by DRI and drop shipped directly from the production facility in India is sold on an FOB port of entry basis to the customer's destination.

6. Delays, Damages and Loss: DRI is not and shall not be liable for delays in delivery and shipment of Equipment, detention, loss or damage when due to Acts of God, acts of terrorism, acts of the Buyer, acts of civil or military authority, priorities, U.S. Governmental restrictions or embargoes, war, riot, strikes, fire, floods, epidemics quarantine restrictions, default of delay by supplier, breakdown in manufacturing facilities, machines or equipment, delays in transportation or difficulty obtaining necessary materials, labor, or manufacturing facilities due to such causes or any other cause beyond its reasonable control.

7. Taxes and Duties: Unless otherwise stated, DRI's pricing does not include Federal, State or Municipal taxes, or Excise, Use, Transaction Privilege Tax, or similar taxes. In addition, shipments originating at the DRI factory in India do not include Customs Duties. Shipments from either the DRI factory or the DRI US warehouse to Canada do not include Canadian GST due upon customs clearance. The Buyer agrees to reimburse any tax or duty incurred by DRI upon the sale, transportation, or purchase of the Equipment sold hereunder. All other taxes upon the Equipment shall be paid by the Buyer to the appropriate taxing authority, or in lieu thereof, the Buyer shall provide DRI with a tax exemption certificate acceptable to the taxing authorities.

8. Technical Advice: Upon request, DRI will furnish technical advice to the Buyer regarding the use of our Equipment, on the understanding that DRI assumes no obligation or liability for such advice or the results obtained there from and that such advice is given and accepted at Buyer's risk.

9. Design Changes: DRI hereby reserves the right to make without notice such minor modification in specifications, designs or materials as it may be deemed necessary or desirable by experience.

10. Application Indemnification: DRI manufactures Equipment that may be utilized in a variety of configurations and applications, including proprietary configurations and applications that may be covered under one or more patents by others. DRI does not and will not knowingly sell Equipment for use in such configurations and applications, and under these Terms and Conditions, the Buyer assumes full responsibility for the use of the Equipment and fully indemnifies DRI against any action arising in cases where the Equipment is used in such proprietary configurations and applications. Unless otherwise stated, it is assumed that Buyer is utilizing and applying Equipment sold by DRI in accordance with current ASHRAE (American Society of Heating, Refrigeration and Air Conditioning Engineers) guidelines. The Buyer assumes full responsibility for use of the Equipment and fully indemnifies DRI against any action arising from a mis-application of the Equipment, including but not limited to use in applications utilizing fume hood exhaust systems.

11. Modification of Terms and Conditions: Any claim by Buyer that the parties have modified the above terms shall be ineffective to create additional or different obligations on DRI unless such modification is in writing and signed by an authorized representative of DRI.

12. Assignment of Rights and Obligations: The Buyer shall not assign or in any way transfer any of its rights or obligations hereunder to any other person(s), firm or company without our prior written consent.

13. Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of Arizona. Both parties also agree to submit to the exclusive venue and jurisdiction of the courts of the State of Arizona for any litigation pertaining to this Agreement.

14. Validation: If any provision of this Agreement, including any limitation of liability, is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held to be invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

At the time of placement of order by Buyer to DRI, the Buyer indicates his assent to the above Terms and Conditions as the sole and exclusive Terms of the Agreement between DRI and Buyer.