AGREEMENT AND LIMITATIONS
The agreement (the “Sales Contract”) between eXcellon Technologies, Inc. (“Seller”) and
Buyer/Distributor/OEM/end user with respect to the sale of goods shall consist of the terms appearing
hereon with any additions or revisions of such terms mutually agreed to in writing by Seller and
Buyer/Distributor/OEM/end user. Seller shall not be bound by any additional or different terms,
whether printed or otherwise, in Buyer/Distributor/OEM/end user’s purchase order or in any other
communication from Buyer/Distributor/OEM/end user to Seller unless specifically agreed to by Seller in
writing. The Sales Contract shall be for the benefit of Seller and Buyer/Distributor/OEM/end user and
not for the benefit of any other person. Prior courses of dealing or performance, trade usage, and verbal
agreements not reduced to a writing signed by Seller, to the extent they modify, add to, or detract from
the Sales Contract, shall not be binding on Seller.

TERMINATION OR MODIFICATION
The Sales Contract may be modified or terminated only upon the written consent of Seller, signed by
Seller’s President or General Manager. If all or part of the Sales Contract is terminated,
Buyer/Distributor/OEM/end user shall pay termination charges based upon expenses and costs incurred
in the production of the goods to the date such termination is accepted by Seller. Notwithstanding any
such termination, Buyer/Distributor/OEM/end user shall accept delivery of and pay in full for any goods
completed on or prior to Seller’s acceptance of such termination plus Seller’s non-recoverable costs
(including incidental and consequential damages) attributable to the terminated order.

PRICE AND PAYMENT
Seller accepts payment in the forms of cash, check, cashier’s check, ACH, and wire transfer. Returned
checks may be collected electronically and a processing fee will be assessed, as permitted by law. The
price of the goods sold pursuant to the Sales Contract shall be based upon Seller’s US dollar prices in
effect at the time of shipment. Unless otherwise provided, such price is EXW Seller’s (“EXW” is a trade
term where Seller delivers goods at his place of business) point of shipment and terms of payment shall
be NET 30 DAYS from date of invoice. 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 at the discretion of Seller, and each such shipment shall
be paid for separately. Seller may require full or partial payment or payment guarantee in advance of
shipment. Any amounts charged to Buyer/Distributor/OEM/end user which are not paid when due will
accrue interest at the rate of 1.5% per month (18% per annum). Seller reserves the right to set off any
amounts it owes Buyer/Distributor/OEM/end user against any amounts Buyer/Distributor/OEM/end
user owes Seller. If Seller retains legal counsel to assist in obtaining payment of any amounts due from
Buyer/Distributor/OEM/end user, Buyer/Distributor/OEM/end user shall pay the reasonable fees and
expenses of such counsel, including reasonable costs of investigation.

QUOTES
Quote requests can be faxed or emailed. Seller will return a written quote including quote number and
expiration date. When ordering, a copy of the quote or quote number must be referenced for pricing to
be honored. All verbal quotes (pricing and freight) are estimates only as pricing and freight charges are
subject to change without notice.

TAXES
Prices do not include taxes. All taxes and other governmental charges upon the production, sale or use
of the goods, to the extent required or not forbidden by law to be collected by Seller from
Buyer/Distributor/OEM/end user, shall be paid by Buyer/Distributor/OEM/end user to Seller unless
Buyer/Distributor/OEM/end user furnishes Seller with exemption certificates acceptable to taxing
authorities.

DELIVERY AND QUANTITIES
Buyer/Distributor/OEM/end user, at Buyer/Distributor/OEM/end user’s sole cost and expense (this
includes determining and paying all custom fees associated with the delivery of their orders), shall pay
all delivery charges unless the parties otherwise agree in writing. 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 to be furnished by Buyer/Distributor/OEM/end user and the absence
of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller’s
reasonable control. Seller shall in good faith endeavor to meet estimated delivery dates.

REPAIR
Seller’s service shop performs diagnostic evaluations and repair services for Seller’s goods. If
Buyer/Distributor/OEM/end user believes goods are in need of repair, Buyer/Distributor/OEM/end user,
at Buyer/Distributor/OEM/end user’s sole cost and expense, may ship the goods to 2701 South Coliseum
Boulevard, Suite 1319 Fort Wayne, IN 46803. Once the goods are received, a diagnostic evaluation will
be conducted and the results will be reported to Buyer/Distributor/OEM/end user. A routine fee will be
charged for the diagnostic evaluation and report. However, if, based on the findings in the report,
Buyer/Distributor/OEM/end user elects to purchase a replacement product (within 30 days of the date
of the diagnostic report), the routine diagnostic report fee will be waived. If
Buyer/Distributor/OEM/end user elects to have the goods repaired, Buyer/Distributor/OEM/end user
will be billed for the report fee and the actual repair costs. Upon Buyer/Distributor/OEM/end user’s
request, any damaged goods will be returned to Buyer/Distributor/OEM/end user with the cost of
delivery being charged to Buyer/Distributor/OEM/end user. If Buyer/Distributor/OEM/end user does
not request return of the damaged goods up to thirty (30) days after the diagnostic report is provided,
Seller reserves the right to scrap the goods.

RISK OF LOSS
Buyer/Distributor/OEM/end user assumes all risk of loss of goods upon delivery by Seller to the carrier
at Seller’s place of business.

NO NUCLEAR USE
Products and services sold by Seller are not intended to be, and shall not be, used in connection with
any nuclear facility, application or activity without the written consent of seller.

SECURITY INTEREST
Buyer/Distributor/OEM/end user grants Seller a security interest in the product to secure payment of
the purchase price. Upon such payment, such security interest shall terminate. Until such payment,
Buyer/Distributor/OEM/end user shall not lease or transfer the product or encumber the product with
any other liens or security interests. Buyer/Distributor/OEM/end user agrees to execute any financing
statement or other document that Seller reasonably believes is necessary to protect Seller’s security
interest in the product. Upon default, Buyer/Distributor/OEM/end user shall be liable for all costs and
expenses, including reasonable attorney’s fees, incurred by Seller in enforcing the sales contract.

CONFIDENTIALITY
For purposes of this Section, "Confidential Information” shall mean any information or material that is
proprietary to eXcellon, whether or not such is owned or developed by eXcellon or specifically marked
as “Confidential”, which is not generally known other than by eXcellon, and which
Buyer/Distributor/OEM/end user may obtain through any direct or indirect contact with eXcellon.
Confidential Information includes, but is not limited to, business records and plans; financial statements
and goals; customer, Buyer/Distributor/OEM/end user, manufacturer, vendor, business partner lists and
records; employee lists and records; company policies, procedures and forms; pricing structure; price
lists; trade secrets; inventions, intellectual property and patent information; technical information;
products and product ideas; blueprints, sketches and drawings; product design and testing information;
discounts and other proprietary information; marketing concepts, strategies, programs, costs, vendors
and merchandising sourcing concepts, displays, production and collateral product sourcing, vendors and
representatives. Confidential Information does not include the following: (i) information that is
publically available through no wrongful act of Buyer/Distributor/OEM/end user; (ii) information that is
lawfully obtained from a third party without restriction on disclosure; (iii) information known to the
Buyer/Distributor/OEM/end user prior to receipt from eXcellon without violating any restrictions on
disclosure; (iv) or information independently developed by the Buyer/Distributor/OEM/end user
without use of Confidential Information provided by eXcellon.
Buyer/Distributor/OEM/end user understands and acknowledges that the Confidential Information has
been developed or obtained by eXcellon through the investment of significant time, effort, and expense;
and that the Confidential Information is a valuable, special, and unique asset of eXcellon that provides
eXcellon with a significant competitive advantage; and that the Confidential Information needs to be
protected from improper disclosure. Buyer/Distributor/OEM/end user agrees to hold the Confidential
Information in the strictest confidence, to avoid disclosing it to any third party without the prior written
consent of eXcellon, to avoid using or disclosing it in any manner that is detrimental to eXcellon, and to
refrain from using the Confidential Information except as required for Buyer/Distributor/OEM/end user
to fulfill its obligations under this Agreement. In protecting the Confidential Information from disclosure,
Buyer/Distributor/OEM/end user will apply the same level of care that it applies to protecting its own
confidential information, but in any case Buyer/Distributor/OEM/end user will always apply at least
reasonable care. These prohibitions shall extend not only to Buyer/Distributor/OEM/end user, but also
to Buyer/Distributor/OEM/end user’s agents, employees, representatives, and assigns. The obligations
under this Section shall survive termination of this Agreement.

LIMITED WARRANTY
Seller warrants to Buyer/Distributor/OEM/end user that the goods at the time of shipment will be free
from material defects in material and workmanship and, with respect to Seller’s standard catalog items,
that the goods will conform in all material respects to Seller’s specifications. This warranty shall be
ineffective if more than one year has elapsed from the date of manufacture, and it shall not extend to
goods subjected to misuse, neglect, accident or improper installation or maintenance or that have been
altered or repaired by anyone other than the Seller or its authorized representative. Any model or
sample provided to Buyer/Distributor/OEM/end user was used merely to illustrate the general type and
quality of goods and not to warrant that goods shipped would be of that type or quality. No agent,
employee or representative of Seller has authority to bind Seller to any affirmation, representation or
warranty concerning the goods sold hereunder, and any such affirmation, representation or warranty
has not formed a part of the basis of the bargain and shall be unenforceable. Seller’s sole obligation
under the foregoing warranty is limited to, at Seller’s option, replacing or repairing defective goods or
refunding the purchase price. Buyer/Distributor/OEM/end user’s exclusive remedy for breach of
warranty will be enforcement of such obligation of Seller. The warranty contained herein is made only to
and for the exclusive benefit of Buyer/Distributor/OEM/end user, and does not extend to any
subsequent purchaser or user of the goods or of any product of which the goods may be a component
part. THE ABOVE WARRANTY IS THE SELLER’S SOLE AND ENTIRE WARRANTY OBLIGATION AND
LIABILITY. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY
EXCLUDED.

BUYER/DISTRIBUTOR/OEM/END USER’S REMEDIES AND LIMITATION OF LIABILITY
If Buyer/Distributor/OEM/end user claims Seller has breached any of its obligations under the Sales
Contract, whether of warranty or otherwise, Seller may request the return of the goods. In such event,
Seller shall have no further obligation under the Sales Contract except to refund such purchase price
upon redelivery of the goods. If Seller so requests the return of the goods, the goods will be redelivered
to Seller in accordance with Seller's instructions and at Seller’s expense. The remedies contained in this
and the preceding section shall constitute the sole recourse of Buyer/Distributor/OEM/end user against
Seller for breach of any of Seller's obligations under the Sales Contract, whether of warranty or
otherwise. In no event shall Seller be liable for any amounts representing loss of profits, loss of business,
loss of business opportunities or for any consequential, incidental, punitive or special damages, nor shall
Seller's liability on any claim for damages arising out of or connected with the sales contract or the
manufacture, sale, delivery or use of the goods exceed the purchase price of the goods. Seller shall not
be liable for failure to perform its obligations under the Sales Contract resulting directly or indirectly
from or contributed to by acts of God, acts of Buyer/Distributor/OEM/end user, civil or military
authority, fires, strikes or other open disputes, accidents, floods, epidemics, war, riot, delays in
transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other
circumstances beyond Seller’s reasonable control, whether or not similar to the foregoing.

SELLER’S REMEDIES
If Buyer/Distributor/OEM/end user breaches its obligations under the Sales Contract, Seller reserves the
right to pursue any remedies which are available to Seller at law or in equity. In the event of a breach of
the Confidentiality provisions of the Sales Contract, the parties agree that any damages to which Seller
may be entitled will be difficult or incapable of precise calculation. Accordingly, Seller shall have the
right to seek a preliminary and/or permanent injunction preventing further harm from
Buyer/Distributor/OEM/end user’s actions in addition to any other remedies which are available to
Seller.

COSTS - ATTORNEY’S FEES
In the event of a dispute regarding the interpretation or enforcement of the Sales Contract, the
prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees.

SELECTION AND INSTALLATION
Buyer/Distributor/OEM/end user represents that the goods sold hereunder will be used in accordance
with the intended use of such goods and that Buyer/Distributor/OEM/end user placed no reliance on
Seller’s skill or judgment in selecting suitable goods. Installation of the goods shall be
Buyer/Distributor/OEM/end user’s responsibility. Buyer/Distributor/OEM/end user represents and
warrants that the use and installation of the goods shall be made in compliance with all applicable
government requirements.

GOVERNING LAW AND LIMITATION
The Sales Contract shall be governed by and construed in accordance with the laws of the State of
Indiana. The parties agree that venue for any dispute regarding the interpretation or enforcement the
Sales Contract shall be in any state or federal court located Allen County, Indiana which has subject
matter jurisdiction over the claims at issue. The parties hereby consent to the jurisdiction of the courts
in Allen County, Indiana.

Data subject to change without notice (3/6/15)
www.excellonmotors.com