ABBESS INSTRUMENTS

TERMS AND CONDITIONS

These conditions are an appendix to all Abbess Instruments and Systems, Incs quotations. This proposal is a revocable offer made by Abbess Instruments.

All prices quoted are FOB Ashland. They do not include crating, shipping or insurance charges unless noted.

Abbess Instruments will invoice a percentage of the total price following design approval. The balance will be shipped Net 30.

It is estimated that the design package can be delivered within ___ weeks after receipt of the order. It is estimated that product delivery can be made __ weeks after receipt of design approval and design payment.

Shipment dates are based upon Abbess Instruments best judgment, and are subject to factory schedules and production limitations, and are not guaranteed. Prices are guaranteed for 30 days. Abbess Instruments reserves the right to ship and invoice partial orders.

Abbess Instruments EIN# 04-2905976

Abbess Instruments shall be entitled to receive from the Buyer all costs and expenses reasonably incurred in the collection of any amount owing hereunder by the Buyer, including reasonable attorneys fees, collection fees and court cost in the event an action is filed for collection.

Any delays in or any failure of performance by Abbess Instruments shall not constitute default or give rise to any claims for damages if and to the extent caused by acts of God, acts of the Buyer, acts, rules or regulations of government authority (civil or military, executive, legislative, judicial or otherwise), strike or other concerted acts of workmen, lockout, labor difficulties, fires, storms, accident, epidemics, war, riots, rebellion, sabotage, insurrection, difficulties or delays in public transportation or in public or postal delivery services, car shortage, fuel shortage, inability to obtain from Abbess Instruments' usual sources of supply, inability to obtain suitable or sufficient energy , labor, machinery, facilities, supplies or material, as and when required, or any other circumstances beyond Abbess Instruments reasonable control, whether of similar or dissimilar nature.

Modifications may only be made as follows:
All changes/modifications must be confirmed in writing by the buyer.
Changes affecting the basic design of the equipment must be by mutual agreement
If changes are made which require Abbess Instruments to cancel orders, to rework materials or engineering, or incur scrap or other expenses, Abbess Instruments shall be paid the actual cost of these changes plus applicable overhead and normal profit.
Equipment may be added at any time before shipment if such additions are by mutual agreement and do not delay shipment.

In addition to any other legal remedy, if Buyer fails to fulfill the terms of payment, Abbess Instruments may defer further performance of services hereunder and/or further delivery of good hereunder or may, at its option, cancel further performance of services hereunder and/or further delivery of goods hereunder.

Abbess Instruments reserves the right prior to performing any services hereunder and/or making any shipments of goods hereunder to request from Buyer satisfactory security for performance of Buyers obligation hereunder. All provisions oral or written agreements between the parties hereto which are contrary to or inconsistent with this proposal are hereby abrogated. It is understood that there are no agreements, guarantees or understanding which are in conflict with or inconsistent with this proposal. A purchase order covering the equipment specified herein shall be considered by both the Buyer and Abbess Instruments to be an acceptance of this proposal.

THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. This refers to all warranties including, but not limited to, express warranties and implied warranties of merchantability and fitness for particular purpose. A copy of Abbess Instruments standard 1 year Warranty for defects in material and workmanship is available upon request.

Any order between Abbess Instruments and Buyer shall be construed and governed by the laws of the Commonwealth of Massachusetts and venue in any litigation pursuant to subject order shall be within the Commonwealth of Massachusetts.

If any of these terms and conditions are held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provision(s) shall not in any way be affected or impaired thereby and the remaining provision(s) shall be fully enforceable.


	ABBESS SHIPPING POLICY CARRIER IS RESPONSIBLE FOR BREAKAGE IN TRANSIT! Goods shipped by Abbess Instruments were delivered to the carrier in good condition. They were packed with great care using standard approved packaging methods If you receive damaged goods, please follow these steps so that we can assure proper credit to you: 1 ) Call UPS or the truck line for a damage inspection. Hold original carton and merchandise for the inspector. 2) Please notify Abbess Instruments immediately—(508) 881-8811. DO NOT return damaged goods to Abbess Instruments without authorization. DO NOT return goods that have not been inspected by UPS or the truck line. 3) Have a rubber stamp made that says SUBJECT TO CONCEALED DAMAGE INSPECTION to use on incoming freight paperwork from truck lines. We are willing to assist you in every possible manner, but please be aware that if you fail to follow the above procedure, your claim may not be honored by the freight carrier or Abbess Instruments THANK YOU FOR YOUR COOPERATION! STANDARD WARRANTY ABBESS INSTRUMENTS PRODUCT (THE UNIT) WAS CAREFULLY TESTED AND INSPECTED BEFORE LEAVING THE FACTORY. WE WARRANT THIS PRODUCT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE AND SERVICE FOR 12 MONTHS FROM THE DATE OF RECEIPT. IN THE EVENT OF DEFECT IN MATERIALS OR WORKMANSHIP, WE WILL EITHER REPAIR OR REPLACE, AT OUR OPTION, ANY PART WHICH IN OUR JUDGMENT SHOWS EVIDENCE OF SUCH DEFECT. THIS WARRANTY DOES NOT COVER WEAR AND DOES NOT APPLY IF, IN OUR OPINION, THE UNIT HAS BEEN MISUSED, ABUSED, ALTERED, TAMPERED WITH, OR USED IN LIFE-CYCLE TESTING. ABBESS WILL ONLY BE RESPONSIBLE UP TO THE COST OF THE UNIT. THIS WARRANTY DOES NOT COVER ANY CONSEQUENTIAL DAMAGES. AT THE END OF THE WARRANTY PERIOD, ABBESS SHALL BE UNDER NO FURTHER WARRANTY OBLIGATION EXPRESSED OR IMPLIED. FOR THIS WARRANTY TO BE VALID A COPY OF THE PACKING LIST MUST BE SIGNED, DATED AND RETURNED TO ABBESS WITHIN 2 DAYS OF RECEIPT OF THE UNIT. FOR SERVICE PLEASE REQUEST A RETURN MATERIAL AUTHORIZATION (RMA) NUMBER FROM ABBESS BY CALLING 1-508-881-8811 AFTER AN RMA HAS BEEN ASSIGNED, SHIP THE UNIT, IN THE ORIGINAL CRATING, PREPAID,

ABBESS business philosophy

For general shop and welding purposes where the customer can provide complete, industry standard, engineering drawings (or something approaching thereof unless the project is so simple that the napkin will suffice), ABBESS will tender a fixed price and delivery bid.

Developmental work is quite something else again. We define developmental work as that which comes to us as a gleam in the customer's eye and need in his pocket and perhaps a sketch on that napkin but short a set of professional engineering drawings for all parts needed.

>From the school of hard knocks (none of which have been totally fatal - yet) we at ABBESS have learned that there is simply no substitute for developing a clear, concise, and written understnding before the fact of all expectations on both the customer's and our parts pertaining to any and all product development business transactions undertaken.

Given the highly demanding, uncertain, and risky nature of the product development process or other R & D and the near impossibility of accurately estimating all the costs thereof, ABBESS will utilize one of following four modes of contract, depending upon the customer's needs and situation:

a.. Contract labor billed by the hour: From our standpoint, this is the preferred method for R &D or product development effort. Using this mode there is no question as to the ownership of intellectual property rights, special tooling, documentation, etc. The customer retains ownership of all time product and material for which he/she has been billed and has paid. In the event of customer default on payment of contract terms, ABBESS shall retain all rights to intellectual property or materials which we have created or purchased on the customers behalf. ABBESS will keep a detailed daily labor time/action record and submit same with each month's billing. In this mode and all following modes an up front fee will be assessed that is due and payable prior to commencement of any work to cover the needed materials and special tooling and/or other incidental expenses that are anticipated during the first 30 days of the contract.

b.. Fixed price, best effort basis: This is, in essence, a contract labor mode and all caveats above apply. The difference being that a mutually agreed upon upper contract limit for time, materials, and tooling has been negotiated between the customer and ABBESS prior to commencement of any work on the project. ABBESS will make every reasonable effort within its power to achieve contract goals within the dollar amount agreed upon, but, given the nature of the creative process, cannot and will not guarantee a completed project within the price limit established. There are always hidden alligators in every R & D or product development swamp. The best approach to this method is to arrive at a price that all parties believe the project could require and then multiply that price by a factor of three to arrive at a contract price. If the project comes in under that price then the customer pays only for the actual time, materials, and tooling expended. It is our experience that most developmental projects cost two to three times the original best guesses. Sorry folks, it just seems to work out that way, no matter how much experience we acquire at the guessing game.

c.. Fixed price, equity position: ABBESS may consider taking on a product development project in exchange for a fixed price plus anticipated costs and a guaranteed (in writing) equity position in a promising entrepreneurial endeavor. This mode is highly dependent on our own financial situation at the time and our assessment of the marketability of the potential product (s) as well as our assessment of the customers managerial capabilities and astuteness.

d.. Fixed price, fixed delivery: We take the firm position that this mode is no different, in essence, than when the customer picks up our catalog and orders a pre-existing item from that catalog and as such can have no expectations of gaining any intellectual property rights or copy rights associated therewith. When ABBESS must shoulder all risks inherent in the creative process we reserve all intellectual, material, and documentation copyrights and ownership to ourselves. This mode of contract will be entered into for R & D or product development only as a last resort as it is fraught with potential conflicts from top to bottom of both the human and legal kind. The up front estimated costs fee assuredly applies here as well.

If you have any questions, need custom configurations, or a quotation,
please e-mail us at

ABBESS INSTRUMENTS AND SYSTEMS, INC.

Mail Address: P.O. Box 498, Ashland, MA USA 01721-0498
Shipping Address: 70 Bartzak Drive, Holliston, MA USA 01746-1158

Phone: (508) 881-8811, FAX: (508) 881-4884
Toll Free: (800) 958-8886

ABBESS IS A TRADE MARK OF ABBESS INSTRUMENTS AND SYSTEMS, INC, ©2006 ABBESS.

Wednesday, March 07, 2007