DUCKWORTH & ASSOCIATES’
STANDARD TERMS AND CONDITIONS OF SALE

For purposes of these Terms and Conditions, “Duckworth” refers to Duckworth & Associates, Inc., a Michigan corporation. Duckworth provides various services, including engineering, staffing and related services for a variety of industries. The purchaser (referred to herein as the “Customer”), as identified in the Duckworth Proposal Letter or in the related Purchase Order, is interested in purchasing the services (“Services”) from Duckworth to the extent described in the Proposal Letter or the Purchase Order, as applicable. These Terms and Conditions are an integral part of Duckworth’s Proposal Letter and shall be deemed incorporated into Customer's Purchase Order whether or not specifically referenced therein.

Customer's acceptance of Duckworth's Proposal Letter and/or Customer’s issuance (and Duckworth’s acceptance) of Customer's Purchase Order are limited to acceptance of the express terms and conditions contained herein. Once accepted, Duckworth’s Proposal Letter or Customer's Purchase Order, as the case may be, together with these Terms and Conditions, and any supplementary written information incorporated by reference herein, shall be the complete and exclusive statement of the parties' agreement and supersedes any prior discussions, negotiations, agreements, and understandings.  Any modifications proposed by Customer, including any attempt by Customer to suggest or incorporate different terms, are rejected and are not part of the parties' agreement in the absence of Duckworth’s written acceptance thereof in a separate writing.  Any terms or provisions in the Customer’s Purchase Order which are in any way inconsistent with the Proposal Letter or those contained herein shall be null and void and the Terms and Conditions herein and those set forth in the Proposal Letter shall control. The acceptance of Duckworth’s Proposal Letter or the issuance or placing of a Purchase Order by Customer shall constitute acceptance of these Terms and Conditions in their entirety.

The Prices quoted by Duckworth for the Services are in U.S. dollars. Amounts stated are exclusive of any taxes, freight, duty, and any other governmental charges. All payments must be made in U.S. currency. The Price for the Services shall be paid in accordance with the terms set forth on Duckworth’s Proposal Letter. In the absence of such terms, the payments terms shall be net thirty (30) days from invoice date.

The Parties represent and warrant to one another as follows:

           A.    Customer warrants that there are no patents, copyrights or other proprietary or intellectual property rights which will or may be infringed by Duckworth providing the Services that are the subject of its Proposal Letter, including based on the specifications, prints, drawings and/or instructions provided or approved by Customer (“Customer’s Design”). Customer shall defend, indemnify and hold Duckworth harmless from and against any and all expense, loss, royalties, damages, personal injury, property damage, and costs, including court costs and attorneys’ fees, resulting from any claim that the Customer’s Design infringes the intellectual property rights of any third party, or that the Customer’s Design, or that any product manufactured pursuant to that design, was defective. DUCKWORTH DOES NOT WARRANT IN ANY MANNER THE CUSTOMER’S DESIGN, INCLUDING THAT THE CUSTOMER’S DESIGN WILL BE FIT FOR THE PURPOSE INTENDED BY CUSTOMER (OR BY ITS CUSTOMER), AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.  

           B.       Except as otherwise provided herein, Duckworth warrants that the Services will be provided in a careful and workmanlike manner, consistent with industry standards, and in compliance with applicable laws.  Duckworth’s obligation under this warranty shall be limited to the re-performing of the Services, to the extent of any proven error, omission or non-conformity, or at Duckworth’s election, to the repayment or crediting of Customer with an amount equal to the price of such defective Service, whether such claims are for breach of warranty, breach of contract, or negligence.  This warranty shall extend for a period of 90 days from date of delivery of the Service at issue to the original Customer only, and shall apply only to those Services which upon Duckworth’s examination reveal to its satisfaction that the Service in question was in fact defective.  THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. DUCKWORTH MAKES NO OTHER WARRANTY OF ANY KIND. Notwithstanding the foregoing, any Services provided to Duckworth by any subcontractor or vendor of Duckworth shall only carry the subcontractor’s or vendor's specific warranty, to the extent transferable to Customer. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of Duckworth, which is not specifically set forth herein or in Duckworth’s Proposal Letter, shall be binding upon Duckworth.

Many countries have adopted laws relative to standardization and product certification applicable to various products and services, including potentially certain Services provided and sold by Duckworth.  Duckworth warrants only that its Services are compliant with standards required under laws of the United States, but it cannot and does not warrant conformity with the standardization and product certification or other requirements of any other country except to the extent set forth in a separate writing delivered to Customer by Duckworth. In the absence of such a separate writing, Customer assumes the obligations for compliance with the laws of any other country to the extent such laws are applicable.

Customer and Duckworth each recognize that the other is the owner of certain confidential and proprietary information relating to the Services and the development and application of the Services to manufacture products, which includes specifications, technological know-how and other types of information or data, including, if applicable, any patents or other intellectual property related thereto, to the extent labeled as such by the party producing or providing such information, or to the extent identified as such in writing at, or within ten (10) days after the time it is communicated; provided, however, the absence of such labeling or identification shall not affect the confidential or proprietary information thereof if a reasonable person would conclude that such information is confidential or proprietary (collectively, the "Technical Information"). Neither party shall, directly or indirectly, use, disclose, disseminate, or otherwise publish to any third-party any of the Technical Information of the other party. Each party shall protect from disclosure the other party’s Technical Information to the same extent which it seeks to protect its own Technical Information from disclosure (but in no event will it exercise less than reasonable measures). The confidentiality obligations herein shall not apply to any Technical Information which (a) at the time of disclosure is in the public domain, (b) after disclosure becomes part of the public domain other than through a breach of a non-disclosure obligation, or (c) was received from a third-party who acquired such information through lawful means and without any breach of a non-disclosure obligation.

Customer agrees that for a period beginning with the effective date of the Proposal Letter or Customer’s Purchase Order, and continuing for a period of one year following completion of the Services, it shall not directly or indirectly solicit for employment any current director, officer and/or employee of Duckworth (or any director, officer and/or employee who becomes employed by Duckworth during the term of this Agreement). Employment advertisements aimed at a broad, general audience shall not constitute prohibited solicitation, provided they are not targeted to or at a Duckworth employee. Customer further agrees that for the same restrictive period it shall not employ any employee of Duckworth with whom Customer came in contact or communicated with, in connection with the Services. The foregoing shall not alter or supersede the terms of any employment agreement between Duckworth and any of its employees. Due to the difficulty in ascertaining damages under these circumstances, in the event of a breach or threatened breach of this provision, Duckworth shall be entitled to injunctive relief, as well as monetary damages in an amount not less than one year’s wages for any employee lost by Duckworth as a result of Customer’s breach of this provision. 

The Purchase Order and these Terms and Conditions may be terminated in any of the following ways:

           A.       By mutual agreement of Duckworth and Customer;

           B.       By Duckworth, on thirty (30) days prior written notice, in the event that: (i) Customer breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (ii) Customer defaults under any other material contract to which it is a party; or (iii) Customer sells all or substantially all of its assets, a majority of its voting stock or merges with another entity.

           C.       By Customer, upon thirty (30) days prior written notice, in the event that: (i) Duckworth breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (ii) Duckworth defaults under any other material contract to which it is a party; or (iii) Duckworth sells all or substantially all of its assets, a majority of its voting stock or merges with another entity, unless Duckworth is the surviving corporation in any such merger.

All orders that have been accepted by Duckworth are considered final and binding and may not be cancelled, altered or terminated by Customer except upon terms and conditions acceptable to Duckworth, in its sole discretion.

Payments not made within the time period required herein shall bear interest at the rate of one (1%) percent per month on the unpaid amount.  In the event that Duckworth finds it necessary to take action to collect any unpaid amounts, Customer shall be responsible for all costs and attorney fees incurred by Duckworth in connection therewith.

DUCKWORTH SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING FROM THE SERVICES PROVIDED HEREUNDER, OR ANY OTHER CAUSE RELATED THERETO, AND DUCKWORTH'S LIABILITY HEREUNDER, IN ANY CASE, IS EXPRESSLY LIMITED TO PROVIDING REPLACEMENT SERVICES OR, AT DUCKWORTH'S ELECTION, TO THE REPAYMENT OR CREDITING OF CUSTOMER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE PAID BY CUSTOMER FOR THE DEFECTIVE OR NON-COMPLYING SERVICES.  IF CUSTOMER BRINGS ANY ACTION AT LAW OR EQUITY IN CONNECTION WITH THIS QUOTE OR CUSTOMER’S PURCHASE ORDER, NO CAUSE OF ACTION BY CUSTOMER SHALL INCLUDE A CLAIM, NOR MAY RECOVERY BE HAD AGAINST DUCKWORTH FOR ANY PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONS (INCLUDING DEATH), FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, OR OTHERWISE.  IN ADDITION, IN NO EVENT SHALL DUCKWORTH’S LIABILITY FOR ANY DIRECT DAMAGES, REGARDLESS OF THE BASIS FOR SUCH A CLAIM, EXCEED THE AMOUNT ACTUALLY PAID TO DUCKWORTH BY CUSTOMER FOR THE SERVICES AT ISSUE. DUCKWORTH'S LIABILITY SHALL BE SPECIFICALLY LIMITED AS PROVIDED HEREIN.

Services supplied by Duckworth may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all laws and regulations. Notwithstanding any other provision to the contrary, if federal, state, or local law requires export authorization for the export or re-export of any Services or associated technology, no delivery can be made until export authorization is obtained, regardless of any otherwise promised delivery date. If any required export authorization is denied, Duckworth will be relieved of any further obligation relative to the sale and delivery of the Services subject to denial without liability of any kind relative to Customer or any other party. Customer is responsible for compliance with all export control laws.

Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Duckworth employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.  If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Duckworth’s President.

Customer acknowledges that the Services purchased hereunder are being purchased for commercial purposes only and are not the subject of any contract with a governmental body or agency thereof. Government Contract clauses and any clauses essentially based upon Government Contract Regulations shall only apply only to the extent set forth in a separate writing and agreed to by Duckworth. In the event the sale is subject to a Government Contract, as evidenced by a separate writing agreed to by Duckworth, the terms and conditions of such sale shall include, if any, only those Government Contract Clauses not inconsistent with terms and conditions of this Agreement, only to the extent required to be included in a Government Contract or Subcontract and only to the minimum extent necessary to carry out the purpose of the clause in question.

Except for payment obligations of Customer hereunder, neither party shall be liable under this Agreement for delays in performance or failure to perform its obligations caused by circumstances beyond its control, including but not limited to, acts of God, wars, riots, strikes, floods, civil unrest, labor disputes, accidents, and governmental restrictions.

The following miscellaneous Terms and Conditions shall apply:

           A.       No signature to the Terms and Conditions is required as a precondition to their enforcement. If signature is requested by Duckworth, these Terms and Conditions may be executed in counterparts (including counterpart facsimiles or electronic signatures) and each counterpart shall be deemed to be an original instrument, but all counterparts shall together constitute one agreement.

           B.       In case any one or more of the provisions contained in these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect that disability shall not affect any other provision herein and these Terms and Conditions shall be construed as if that provision had never been contained herein.

           C.       Captions to paragraphs of in these Terms and Conditions have been included solely for the sake of convenient reference, and are entirely without substantive effect.

           D.       These Terms and Conditions shall be binding upon, and its benefits shall inure to, the parties hereto and their respective heirs, representatives, successors, and permitted assigns.

           E.       The Purchase Order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of the Michigan with the courts sitting in Oakland County, Michigan or the United States District Court for the Eastern District of Michigan having exclusive jurisdiction.

           F.        The Duckworth Proposal Letter, related Purchase Order and these Terms and Conditions embody the entire understanding between the parties with respect to the transaction contemplated herein.  All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, are merged into these Terms and Conditions.  Neither these Terms and Conditions nor any of its provisions may be waived, modified, amended, or terminated except by an instrument in writing signed by the party against which that enforcement is sought and then only to the extent set forth in that instrument.

Customer may not assign its rights under the Purchase Order or these Terms and Conditions without the prior written consent of Duckworth.  Any assignment made without Duckworth's written consent shall be null and void.