2. DESIGN, INSTALLATION, INSPECTION: Buyer acknowledges that it is solely responsible for the engineering, design, and suitability of application of products sold by PCMII to Buyer if such products were manufactured pursuant to Buyer’s specifications. Buyer’s sole responsibility includes fitness for a particular purpose, adequacy of design, installation and use and all related health and safety considerations including without limitation strength and fire-rating. Buyer is likewise solely responsible for any drawings made by PCMII which Buyer approves. Buyer agrees to have the installation and use of all products sold hereunder supervised or approved by the appropriate authority having jurisdiction.

3. PATENTS, INTELLECTUAL AND INDUSTRIAL PROPERTY: Buyer shall defend, indemnify and hold PCMII harmless from any claim against PCMII that the manufacture or sale of products supplied hereunder constitutes infringement of any patent, intellectual or industrial property right if such products were manufactured pursuant to Buyer’s designs, specifications, processes, or formulas.

4. PRICE, TERMS OF PAYMENT, TAXES: Unless otherwise specified in writing in advance by PCMII’s credit department, prices are FOB PCMII’s plant Everett, Washington and terms of payment are 50% upon acceptance of order and net prior to shipment. PCMII shall have the continuing right to approve Buyer’s credit and may at any time demand advance payment, satisfactory security or a guarantee of prompt payment. A service charge will be imposed on overdue amounts. Buyer agrees to pay all of PCMII’s costs of collection of overdue invoices, including but not limited to attorney’s fees. If PCMII has accepted an order but Buyer has not authorized production, prices are subject to increase after 90 days. Prices do not include any applicable sales, excise, transportation or any other tax or duty which may be imposed by any government authority. All such taxes shall be in addition to the price offered and shall be Buyer’s responsibility.

5. TITLE AND RISK OF LOSS: Title, risk of loss or damage, and other incidents of ownership shall pass to Buyer upon tender of goods for delivery FOB PCMII’s factory Everett, Washington.

6. WARRANTY: SELLER WARRANTS MATERIALS AND WORKMANSHIP FOR ONE YEAR AFTER SHIPMENT UNLESS MANUFACTURED IN CONFORMANCE WITH BUYER’S SPECIFICATIONS, IN WHICH CASE PCMII DISCLAIMS ANY WARRANTY OF MERCHANTABILITY. PCMII MAKES NO WARRANTY OF FITNESS FOR BUYER’S PARTICULAR USE OR PURPOSE, NOR ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. SELLER EXPRESSLY DISCLAIMS ALL VERBAL WARRANTIES. WITH RESPECT TO THIRD PARTY GOODS THAT ARE INCORPORATED INTO GOODS SOLD BY PCMII, PCMII WARRANTS TITLE BUT DISCLAIMS ALL OTHER WARRANTIES INCLUDING WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The above limited warranty is conditioned on normal use and service of the good or product. The limited warranty is accepted by Buyer in lieu of any and all other warranties. Buyer acknowledges that Buyer is not relying on PCMII’s skill or judgment to select or furnish products or merchandise suitable for any particular purpose.

7. DEFAULT: A Buyer's default. Buyer shall be liable for PCMII’s damages caused by Buyer’s default hereunder as follows. If any amount owing by Buyer is overdue,, if Buyer’s financial responsibility becomes impaired, or if Buyer refuses to give any payment, security, or guarantee demanded or if Buyer otherwise breaches this Agreement, then Buyer shall be in default. At any time Buyer is in default under this Agreement, PCMII may terminate this Agreement and/or refuse to deliver any undelivered goods and Buyer shall immediately become liable to PCMII for the unpaid price of all goods delivered and for damages. B. PCMII’s Default: PCMII shall be liable for Buyer’s damages caused by PCMII’s default as follows. In the event of PCMII’s failure to deliver all or part of an order or breach of the limited warranty by PCMII, PCMII shall, at its sole option (i) replace or repair the goods upon return at Buyer’s cost of the same to PCMII’s factory Everett, Washington, (ii) refund the purchase price upon return at Buyer’s cost of the goods, or (iii) grant a reasonable allowance on account of such breach. Buyer shall not return any goods until PCMII has had a reasonable opportunity to investigate the claim and then only upon receipt of PCMII’s written shipping instructions. THE FOREGOING SHALL BE BUYER’S EXCLUSIVE REMEDY.

8. LIMITATION OF DAMAGES: EXCEPT AS SET FORTH HEREIN, PCMII SHALL NOT BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY AND IN NO EVENT SHALL PCMII BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL OR COMMERCIAL DAMAGES INCLUDING WITHOUT LIMITATION DAMAGES OR LOSSES SUFFERED ON ACCOUNT OF DELAY OR LATE DELIVERY. PCMII’S LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS SOLD, WHETHER LIABILITY RESULTS FROM BREACH OF WARRANTY, CONTRACT, TORT, OR ANY OTHER CAUSE WHATSOEVER.

9. DELIVERY / FORCE MAJEURE: Delivery dates are approximate and PCMII shall not be liable for any loss, damage or delay in shipment due to causes beyond PCMII’s control, which without limiting the generality thereof shall include fire, flood, windstorm, earthquake, other acts of God, strikes, labor troubles, civil commotion, riot, war, civil or military authority, priorities, epidemics, quarantine restrictions, failure to receive materials, changes required by engineering, unavailability or shortage of power, labor, transportation, and raw materials or usual source of supply. Delay resulting from any such cause shall extend shipping dates a reasonable time according to such delay and conditions at PCMII’s plant. PCMII shall in no event be liable for any special, indirect or consequential damages arising from delay, irrespective of the reasons therefor.

10. WAIVER; SUCCESSORS AND ASSIGNS; SEPARABILITY OF CLAUSES: Neither party shall be deemed to have waived any of its rights, powers or remedies under this Agreement or at law or equity unless such waiver is in writing and executed by it. No waiver of any default shall operate as a waiver of any other default or the same default on another occasion. No rights, agreements or obligations hereunder may be assigned or transferred by Buyer without the prior written consent of PCMII. The obligations and conditions hereof will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions.