1. Sales Contract and Limitations

The entire agreement between Buyer and Seller (herein called the "Sales Contract") with respect to the goods and/or services described in Seller's proposal or acknowledgment, as the case may be, shall consist of the terms appearing herein and in Seller's proposal or acknowledgment, such terms being additions to or modifications of Seller's Terms mutually agreed upon in writing by Seller and Buyer. Buyer's right to accept any offer from Seller, or acceptance by Seller of any offer from Buyer is made expressly conditional on Buyer's assent to any of Seller's Terms which are additional to and/or different from any terms contained in Buyer's request for proposal, Buyer's purchase order, or any other communication from Buyer to Seller. Acceptance by Buyer of any offer from Seller is also expressly limited to Seller's Terms, and Seller hereby objects to and shall not be bound by any additional, different or conflicting terms, whether printed or otherwise, in Buyer's request for proposal, Buyer's purchase order, or in any other communication from Buyer to Seller, it being understood that Seller's Terms shall prevail notwithstanding any such additional, different or conflicting terms. In the event of any conflict between the terms appearing herein and the terms appearing in Seller's proposal or acknowledgment, the terms appearing in the latter shall prevail. In the event of any conflict between the terms appearing in Seller's proposal and the terms appearing in Seller's acknowledgment, the latter shall prevail. No modification or waiver of Seller's Terms is valid, unless confirmed in writing by an authorized representative of Seller. The Sales Contract shall only be for the benefit of Buyer and Seller, and not for the benefit of any other person, except as otherwise provided herein with respect to Seller's subcontractors.

2. Cancellation

Buyer may not cancel this order, or any portion thereof, except upon written notice to Seller and upon payment to Seller of the cancellation charges specified below. Buyer acknowledges that such charges have been agreed upon, not as a penalty, but as a result of the difficulty of computing actual damages and the inconvenience and non-feasibility of Seller otherwise obtaining an adequate remedy. Such cancellation charges are as follows:

Buyer may not cancel any order, or portion thereof, after shipment. Buyer may not reschedule or change any order, or portion thereof, without Seller's prior written consent.

3. Price and Payment

Terms of payment for domestic sales are cash in advance or, at Seller's option, with approved credit, net 30 days from date of invoice or such other terms as are agreed between buyer and seller. Terms of payment for international sales shall be irrevocable letter of credit confirmed. A finance charge of 1 1/2% per month will be assessed on any amounts outstanding beyond our 30-day payment terms. If the Sales Contract is for more than one unit of goods, the goods may be shipped in a single lot, or in several lots, with the agreement of the buyer, and each such shipment shall be paid for separately. Pro rata payments shall become due as shipments are made. Seller may require, in advance of shipment, full or partial payment or payment guarantee, whenever, in its opinion, the financial condition of Buyer so warrants. In the event of Buyer's bankruptcy or insolvency, or in the event any proceeding is brought against Buyer, voluntarily or involuntarily, under the bankruptcy or insolvency laws, Seller may cancel any order then outstanding at any time during the period allowed for filing claims against the estate, and shall be paid the cancellation charges specified in Section 2. If Seller consents to a delay in delivery requested by Buyer, payment shall become due on the date when Seller is prepared to make shipment, and goods held for Buyer after such date shall be held at the risk and expense of Buyer.

4. Taxes

Prices are exclusive of all federal, state, or local property, license privilege, sales, use, excise, and other taxes and government charges, which may now or hereafter be applicable to, measured by, or imposed upon or with respect to the transaction, the goods and/or services furnished under the Sales Contract, their sale, value or use, and Buyer shall be responsible for all such taxes and charges in addition to the price of the goods and/or services and shall reimburse Seller when such tax is payable by Seller, unless evidence of tax exemption acceptable to the taxing authorities is furnished by Buyer.

5. Delivery

Promises of delivery from stock are subject to prior sale. Delivery dates are not guaranteed, but are estimated on the basis of immediate receipt by Seller of all information and approvals to be furnished by Buyer and the absence of delays which are excused under Section 10 (Delays). Seller shall endeavor in good faith to meet estimated delivery dates.

Unless otherwise stated in the quote, if any, all deliveries shall be made EXW Knoxville, TN facilities and risk of loss of such Products shall transfer to Buyer upon delivery to the freight carrier. Buyer to pay actual freight and delivery charges. Seller will attempt to meet the requirements of Buyer's delivery schedule and Seller shall not be in default of performance due to a reasonable delay resulting from any cause. Seller reserves the right to under ship the quantity for each ship date on each line item.

6. Title and Risk of Loss

A. Title to and risk of loss for Domestic shipments shall pass to Buyer EXW point of shipment (PHDS, Co., Knoxville TN).

B. Title to and risk of loss for International Shipments shall pass to Buyer EXW (PHDS Co, Knoxville, TN), or such other place as Buyer and Seller shall agree.

7. Limitation of Warranties

NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY CONTAINED IN THE SALES CONTRACT: THE EXPRESS WARRANTIES SPECIFICALLY SET FORTH OR INCORPORATED BY REFERENCE IN SELLER'S PROPOSAL OR ACKNOWLEDGMENT, AS THE CASE MAY BE, ARE THE ONLY WARRANTIES WHICH APPLY TO THE GOODS AND/OR SERVICES FURNISHED UNDER THE SALES CONTRACT AND NO OTHER WARRANTIES WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, SHALL APPLY. IF APPLICABLE, THE SELLER'S BASIC WARRANTY IS ATTACHED HERETO. UNLESS OTHERWISE PROVIDED IN SELLER'S PROPOSAL OR ACKNOWLEDGMENT, ANY SPECIFICATIONS ATTACHED TO OR FURNISHED WITH GOODS SOLD UNDER THE SALES CONTRACT ARE DESCRIPTIVE AND ARE NOT INTENDED AS WARRANTIES.

8. Limitation of Remedies and Limitation of Liability

NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY CONTAINED IN THE SALES CONTRACT:

A. EXCEPT AS SET FORTH IN SECTION 11 (PATENTS), FOLLOWING DELIVERY OF THE GOODS AND/OR PERFORMANCE OF THE SERVICES COVERED BY THE SALES CONTRACT, THE REMEDIES SPECIFIED IN THE WARRANTIES SET FORTH OR INCORPORATED BY REFERENCE IN SELLER'S PROPOSAL OR ACKNOWLEDGMENT, SHALL CONSTITUTE THE SOLE REMEDIES OF THE BUYER AND THE SOLE LIABILITY OF SELLER AND ITS SUBCONTRACTORS WITH RESPECT TO SUCH GOODS AND/OR SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND ANY SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED IN SUCH WARRANTIES.

B. IN NO EVENT SHALL SELLER OR ITS SUBCONTRACTORS HAVE ANY LIABILITY TO BUYER, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER DELIVERY OF THE GOODS AND/OR PERFORMANCE OF THE SERVICES FURNISHED UNDER THE SALES CONTRACT, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PENAL LOSS OR DAMAGE OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGE TO OR LOSS OF USE OF PLANT OR EQUIPMENT, EXPENSES INVOLVING INTEREST CHARGES OR COST OF CAPITAL, LOSS OF PROFITS OR REVENUES, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, COST OF PURCHASED OR REPLACEMENT POWER (INCLUDING ADDITIONAL EXPENSES INCURRED IN USING EXISTING POWER FACILITIES), OR CLAIMS OF BUYER'S CUSTOMERS.

C. IN NO EVENT SHALL THE LIABILITY OF SELLER AND ITS SUBCONTRACTORS FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THE SALES CONTRACT, OR THE PERFORMANCE OF BREACH THEREOF, OR THE DESIGN, MANUFACTURE, SALE, RESALE, DELIVERY, INSTALLATION, USE OPERATION, MAINTENANCE, OR REPAIR OF THE GOODS AND/OR SERVICES PROVIDED UNDER THE SALES CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE PURCHASE PRICE OF SUCH GOODS AND/OR SERVICES.

9. Right to Use Software

Software supplied by seller may only be used on the single computer system specified. It shall not be copied or given to any other person or entity without prior written approval of the Seller. Permission is granted by Seller to make copies for archive and backup purposes. Any violation may result in termination of Buyer's right to use by Seller.

10. Force Majeure

Seller shall not be liable for delays in performing or failure to perform its obligations under the Sales Contract resulting directly or indirectly from, or contributed to by, acts of God; acts or failures to act of Buyer; acts or failures to act of civil or military authority; governmental priorities; fires; strikes; or other labor disputes; accidents; floods; epidemics; war; riot; delays in obtaining or inability to obtain materials, components, labor, fuel or supplies; or any other circumstances beyond Seller's reasonable control, whether similar or dissimilar to the foregoing. In the event of any such failure or delay, the time for Seller's performance shall be extended by a period equal to the time lost by reason of such failure or delay. Seller shall notify Buyer promptly of any material delay, and shall specify the revised delivery date as soon as practicable.

11. Patents

A. Seller warrants that products furnished under the Sales Contract, and any part thereof, shall be delivered free of any rightful claim of any third party for infringement of any valid patent. If Buyer shall have made all payments then due under the Sales Contract, and if Seller is notified promptly in writing and given authority, information and assistance, Seller, at its expense, shall defend or, at its option, may settle any suit or proceeding against Buyer, so far as based on a claimed infringement which would result in a breach of this warranty, and Seller shall pay all damages and costs awarded therein against Buyer due to such breach, in case any product or part thereof is in such suit held to constitute such an infringement and the use of said product or part is enjoined, Seller shall, at its expense and option, (1) procure for Buyer the right to continue using said product or part, or (2) replace the same with a non-infringing product or part, or (3) modify the same so that it becomes non-infringing or (4) remove the product and refund the purchase price (less reasonable depreciation for any period of use) and any transportation costs separately paid by Buyer. The forgoing states the entire liability of Seller for patent infringement by said products or any part thereof.

B. Section 11.A shall not apply to any product or part thereof specified by Buyer or manufactured to Buyer's design, or to the use of any product or part thereof in conjunction with any other product in a combination not furnished by Seller as a part of this transaction. As to any such product, part, or use in such combination, Seller assumes no liability whatsoever for patent infringement and Buyer will hold Seller harmless against any infringement claims arising therefrom.

12. Ownership of Seller's Data, etc.

Any specifications, drawings, manufacturing data, or other information transmitted to Buyer by Seller are the property of Seller and are disclosed in confidence on the condition that, without Seller's prior written consent, they shall not be reproduced or copied, and shall not be used except in connection with the goods and/or services which are the subject of the Sales Contract.

13. Applicable; Venue

The Sales Contract shall be governed by and construed in accordance with the laws of the Seller's country of sale. The parties expressly waive the application of the United Nations Convention on Contracts for the International Sale of Goods to this Contract. Any action at law, suit in equity, or judicial proceeding of any kind arising directly, indirectly, or otherwise in connection with, out of, related to or from this Contract or the relationship between the parties shall be litigated only in the courts located in the Knox County, TN and the parties waive any right they may have to challenge the jurisdiction of this court or seek to bring any action in any other forum, whether originally or by transfer, removal, or change of venue. The losing party shall pay its own and the prevailing party's attorney's fees and expenses.

14. Assignment

The Buyer may not assign its rights or obligations under the Sales Contract without the prior written consent of Seller, and any purported assignment of such rights or obligations without such consent shall be void.

15. Miscellaneous

All rights and remedies of Seller, whether conferred hereby, by any other instrument, or by law, shall be cumulative, and be exercised singularly or concurrently. If any provision of the Sales Contract is held invalid under any applicable statute or rule of law, such invalidity shall not affect other provisions of the Sales Contract which can be given effect without the invalid provisions, and to this end the provisions of the Sales Contract are declared to be severable.

Software Warranty Statement

PHDS CO. warrants to the customer that for a period of ninety (90) days from the date of shipment, software provided by us in connection with equipment manufactured by us shall operate in accordance with applicable specifications when used with equipment manufactured by us and that the media on which the software is provided shall be free from defects. We also warrant that (A) equipment manufactured by us shall be free from defects in materials and workmanship for a period of one (1) year from the date of shipment of such equipment, and (B) services performed by us in connection with such equipment, such as site supervision and installation services relating to the equipment, shall be free from defects for a period of one (1) year from the date of performance of such services.

If defects in materials or workmanship are discovered within the applicable warranty period as set forth above, PHDS CO. shall, at its option and cost (A) in the case of defective software or equipment, either repair or replace the software or equipment, or (B) in the case of defective services, perform such services.

Limitations

EXCEPT AS SET FORTH HEREIN, NO OTHER WARRANTIES OR REMEDIES, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESSED, IMPLIED (INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR OTHERWISE, SHALL APPLY. IN NO EVENT SHALL PHDS CO. HAVE ANY LIABILITY FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE WHATSOEVER, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. REPAIR OR REPLACEMENT OF THE SOFTWARE OR EQUIPMENT DURING THE APPLICABLE WARRANTY PERIOD AT PHDS CO.'S COST, OR, IN THE CASE OF DEFECTIVE SERVICES, REPERFORMANCE AT PHDS CO.'S COST, IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS WARRANTY.

Exclusions

Our warranty does not cover damage to equipment which has been altered or modified without our written permission or damage which has been caused by abuse, misuse, accident, neglect or unusual physical or electrical stress, as determined by our Service Personnel.

We are under no obligation to provide warranty service if adjustment or repair is required because of damage caused by other than ordinary use or if the equipment is serviced or repaired, or if an attempt is made to service or repair the equipment, by other than our Service Personnel without our prior approval.

Our warranty does not cover detector damage due to neutrons or heavy charged particles. Failure of components of detectors caused by physical or chemical damage from the environment is not covered by warranty.

We are not responsible for damage sustained in transit. You should examine shipments upon receipt for evidence of damage caused in transit. If damage is found, notify us and the carrier immediately. Keep all packages, materials and documents, including the freight bill, invoice and packing list.

Software and Hardware License

When purchasing our software, you have purchased a license to use the software, not the software itself. Because title to the software remains with us, you may not sell, distribute or otherwise transfer the software. This license allows you to use the software on only one computer at a time. You must get our written permission for any exception to this limited license. When purchasing detector-system hardware (GeGI, NPX, GGC, Fulcrum etc), you are purchasing a specific set of manufactured hardware components for detector-system use, not a license to reproduce, redistribute or resell said detector-system hardware without written consent from PHDS Co. under a distribution or agent agreement. Please contact PHDS Co. for distribution or agent agreement negotiations.

Backup Copies of Software

Our software is protected by United States Copyright Law and by International Copyright Treaties. You have our express permission to make one archival copy of the software for backup protection. You may not copy our software or any part of it for any other purpose.