Desco Asia - Purchase Order

EFFECTIVE APRIL 1, 2011

THIS PRICE LIST IS FOR DESCO ASIA PRODUCTS ONLY AND SUPERCEDES ALL PREVIOUS PRICE LISTS.

The products contained herein and prices shown are available only to authorized Desco Asia distributors.

The placement of orders by Distributor to Desco Asia will constitute agreement by Distributor to the following TERMS AND CONDITIONS. In the event of dispute over these Terms and Conditions, the parties agree that the prevailing party's attorney fees and other costs as reasonably determined will be paid by the losing party. Upon receipt of orders with incorrect pricing, Desco Asia will continue to process your order based on the most current published pricing and terms and conditions in the Price List. Desco Asia will process orders with pricing per the current Price List. Desco Asia will email a corrected order for the Distributor to update their system.

LIST PRICE: Suggested End User Price shipped from Desco Japan warehouse, Ex-work terms.

REGULAR DISTRIBUTOR PRICE:

No broken package charge
Drop ship to any location. For Drop Shipments other than UPS, Distributor will be billed directly by the freight company.

MASTER DISTRIBUTOR PRICE:

No broken package charge
Partner with Desco Asia to grow sales, with 20% sales growth commitment
Distributor to carry no more than 1 direct Desco Asia approved competitor brands across entire Desco Asia ESD control product line
Distributor to carry adequate local stock of products
Distributor to carry adequate local stock of new products when introduced
Distributor to lead with Desco Asia in ESD control section of catalog and web site

BOTH DISTRIBUTOR OPTIONS:

$500.00 minimum order. $40 will be added to orders under $500.00
Use Desco Asia e-comm site to view inventories, enter orders, and track shipments
Expedited handling of Desco Asia brand orders when needed at no charge

CALL FOR COMPLETE DETAILS

CANCELLED ORDERS: Cancelled orders to Desco Asia must be in writing. Orders shipped prior to cancellation notice will be invoiced as a completed order and will be subject to the terms for returned merchandise.

NORMAL DELIVERY: To obtain an accurate inventory check and scheduled shipping date, we suggest an emailed request, which will be returned within the same day.

PARTIAL SHIPMENTS: Partial shipments will be made upon a request from the distributor. All orders are considered Ship Complete unless otherwise specified.

RETURNED GOODS: No returns are allowed except for defective products or shipping errors. Contact Desco Asia for a Return Merchandise Authorization (RMA).

BTO (Built-To-Order) items are available on a per-order basis only. Contact customer service for applicable minimum quantity and order amount. Actual quantity shipped and invoiced may be +/- 10%. Some inventory may be in stock. Contact customer service to check before ordering any BTO item. Build-to-Order Items are covered by Limited Warranty for defects in material and labor only, and are not returnable.

SHELF LIFE: ROTATE YOUR STOCK - Some items contain batteries or have physical properties that may change with time. Credit issued for these items will be determined only upon receipt of the items and inspection at our factory.

PAYMENT TERMS: All payment terms are determined by Desco Asia based on the initial customer survey information submitted.

CREDIT HOLD: Any unpaid invoice will be considered past due based on the date of the invoice. New distributor orders will not be accepted or entered into the queue if any invoices are past due. Promised deliveries for existing orders will be moved to the end of the queue if any invoices become past due.

SHORT SHIPMENT & PRICING CLAIMS: All claims pertaining to invoices (including short shipments, pricing discrepancies, freight charges, etc.) must be made in writing within 15 days of the invoice date. Claims must include copy of original PO, PO number, invoice number, and invoice date. All claims must be approved by Desco Asia.

SHIPPING CHARGES: All shipments are Ex-works FACTORY. Distributor is therefore responsible for both shipping charges and damage to goods in transit. Note that freight charges are based on weight AND volume. Assembled items take up a greater shipping volume and are typically charged at a higher freight rate than items shipped flat. Distributor must specify a freight carrier (if other than UPS) at time the order is placed. Desco Asia will prepay UPS shipments and the cost of freight will be added to each invoice unless otherwise specified. For non-UPS shipments, the order will be shipped freight collect or third party billing at Distributor's option. Distributor is responsible for and agrees to pay charges disallowed or billed back to Desco Asia by third parties when Distributor has specified third party billing. Some carriers may not be available to use by Desco Asia. Distributor will be notified if an alternate carrier is required.

DAMAGE CLAIMS: Desco Asia will not issue credit, or take responsibility for merchandise lost or damaged by the carrier, unless insurance is requested at the time of order. Such insurance is the responsibility of Distributor and will be included with freight cost on the invoice. Distributor holds title to the goods once Desco Asia has delivered them to the carrier, and is therefore responsible for settling all damage or loss claims with carriers. Desco Asia will assist Distributor in any reasonable manner to establish damage claims with common carriers.

CALIBRATION AND CERTIFICATION: Certificates of conformance to Desco Asia drawings and specifications will be included at no charge if requested when an order is placed. Certificates requested after the order placement will be charged $25.00. Contact customer service for the cost of other types of calibration, certification, and traceability.

PRODUCT CONTENT: Some "new" Desco Asia products and/or the content of some Desco Asia products may contain product that has been previously used and/or recycled. This content has been thoroughly tested to perform as good as, or better than, "new" product and is verified to perform as "new". All products sold as "new" carry New Product Warranties.

GUARANTEE: We make every effort to see to it that our products are of the highest quality and meet all appropriate recognized industry standards. Since we cannot guarantee that all products are applicable to all situations and that the data we provide from many sources is reliable and accurate for all situations, our lawyers want you to know that ...All statements, technical data, and recommendations contained herein are based upon tests we believe to be reliable. However, the accuracy or completeness thereof is not guaranteed. The proper and correct application of products and data is the responsibility of the user. The following is made in lieu of all warranties, expressed or implied:
Desco Asia's only obligation shall be to replace such quantity of the product proved to be defective. Desco Asia shall not be liable for any injury, loss, or damage, direct or consequential, arising out of the use of or the inability to use the product. Before using, users shall determine the suitability of the product for their intended use, and users assume all risk and liability whatsoever in connection therewith. No statement or recommendation not contained herein shall have any force or effect unless embodied in a written agreement signed by authorized officers of Desco Asia Industries, Inc.

LIMITED WARRANTY: Unless otherwise specified, Desco Asia expressly warrants that for a period of one (1) year from the date of purchase, Desco Asia products will be free of defects in material (parts) and workmanship (labor). Within the warranty period, a unit will be tested, repaired or replaced at Desco Asia's option, free of charge. Call our Customer Service Department +81 43-309-4471 for a Return Material Authorization (RMA) and proper shipping instructions and address. Please include a copy of your original packing slip, invoice, or other proof of date of purchase. Any unit under warranty should be shipped prepaid to the Desco Asia factory. Warranty replacements will take approximately two weeks. NOTE: A number of Desco Asia products have a longer than one-year limited warranty.

WARRANTY EXCLUSIONS: THE FOREGOING EXPRESS WARRANTY IS MADE IN LIEU OF ALL OTHER PRODUCT WARRANTIES, EXPRESSED AND IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH ARE SPECIFICALLY DISCLAIMED. The express warranty will not apply to defects or damage due to accidents, neglect, misuse, alterations, operator error, or failure to properly maintain, clean or repair products.

RETURN FOR OUT OF WARRANTY REPAIR: If your unit is out of warranty, e-mail our customer service department at Service@DescoAsia.com or call our Customer Service Department at +81 43-309-4470 Desco Asia will quote repair charges necessary to bring your unit up to factory standards. Ask about our Exchange for "New" Program.

Complete End User Contact Information, NOTE: RMAs will not be issued without this information.
A description of why the product is being returned.
Copy of invoice under which product was purchased.

When a return is approved customer service will e-mail a Return Merchandise Authorization number (RMA#). A copy of the RMA must accompany the shipment. The RMA number must appear on the outside of returned cartons, and DII reserves the right to refuse all return shipments which do not bear the RMA number or which are shipped freight collect.

LIMIT OF LIABILITY: In no event will Desco Asia or any seller be responsible or liable for any injury, loss or damage, direct or consequential, arising out of the use of or the inability to use the product. Before using, users shall determine the suitability of the product for their intended use, and users assume all risk and liability whatsoever in connection therewith.

SAMPLES AND DEMONSTRATION EQUIPMENT

POLICY STATEMENT: Desco Asia's commitment and strategy is to ensure that a committed distributor partner is fully involved with any customer who receives technical demonstrations or products as samples. The Distributor is best equipped to fully service the customer with inventory, local service and support. Desco Asia's role will be to provide on site technical back up if required. Our policy is therefore based on the concept that potential customers should not be shown products unless those products are available from the Distributor stock.

SAMPLES: Desco Asia expects that the Distributor partner sample product from their inventory. Desco Asia will replace Distributor stock used for samples at no charge when the distributor supplies the following information:

Contact name, company name, addresses phone/fax numbers and e-mail address of the customer-evaluator.
Part number and quantity of the sampled item that customer is forecasted to purchase upon successful evaluation of the sample.
Estimated purchase date.

Samples can also be shipped directly from the factory, solely at Desco Asia's discretion. The VP Sales and Marketing must approve all direct requests. Direct shipments may be made directly to customers or to sales representatives or distributors for delivery to customers. The delivery method used will be the one, which, in the opinion of Desco Asia, is most convenient to the customer. All such requests should include the same information as noted above.

DEMONSTRATION UNITS: Higher valued items such as test equipment, ionizers, monitors and other equipment can be purchased at a "Demo" discount. Please contact Desco Asia Asia for the exact discount for the particular product. Demo units will be limited to one unit per year per distributor sales office.

COOPERATIVE ADVERTISING

Desco Asia has a cooperative advertising/rebate program available to distributors for advertising, catalogs, and sales promotions. The program must be pre-approved in writing. Contact Desco Asia's marketing department for more information.

EVERY EFFORT IS MADE TO ENSURE THAT THE INFORMATION AND PRICES IN THIS PRICE LIST ARE ACCURATE.
NO RESPONSIBILITY IS ASSUMED FOR TYPOS OR ERRORS.
DESCO ASIA RESERVES THE RIGHT TO CHANGE SPECIFICATIONS AND PRICES WITHOUT NOTICE.

DESCO ASIA JAPAN - 20-2 YACHIMATA-HO, YACHIMATA-SHI , CHIBA-KEN 289-1115 JAPAN PHONE +81 43-309-4470 FAX +81 43-309-4471

*******IMPORTANT SALES TAX INFORMATION********

*IMPORTANT SALES TAX INFORMATION**