1. Contract Terms. All sales by MEI of any goods (the “Goods”) to a buyer (“Buyer”) will be governed by and subject to these terms and conditions. It is understood that MEI accepts no terms or conditions other than those enumerated herein. These terms and conditions govern the sale of the Goods, notwithstanding any additional, different, inconsistent, or contradictory terms that may appear in any purchase order, electronic order via EDI or other document prepared by the Buyer. Buyer’s purchase order, shipping request, electronic order via EDI or similar form containing printed terms and conditions adding to, conflicting with or inconsistent with these terms shall not modify any of these terms.

2. Pricing. Buyer shall purchase the Goods from MEI at MEI’s prices set or quoted by MEI from time to time. Prices are subject to change without notice. All prices are FOB MEI’s dock, unless otherwise specified in writing by MEI. The price does not include any taxes, other assessments or other charges which are the sole responsibility of Buyer. Buyer is responsible for all shipping costs except as otherwise agreed upon in writing by MEI.

3. Payment. All amounts are due within the time period set forth on the invoice. Buyer shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Buyer shall also reimburse MEI for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. All orders are subject to credit approval and we reserve the right to refuse shipment at any time in our judgment based upon the financial condition of the Buyer.

4. Title and Risk of Loss. Title to Goods ordered pass to Buyer upon shipment of such Goods. Risk of loss to all Goods ordered under any Purchase Order passes to Buyer at FOB point of shipment.

5. Inspection, Acceptance of Delivery. Buyer shall inspect the Goods upon five (5) days of receipt (“Inspection Period”) of the Goods and either accept or, if such Goods are nonconforming Goods, reject such Goods. Buyer will be deemed to have accepted the Goods unless it notifies MEI in writing of any nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by MEI. If Buyer timely notifies MEI of any Nonconforming Goods, MEI shall determine, in its sole discretion, whether the Goods are nonconforming Goods. If MEI determines that the Goods are nonconforming Goods, it shall, in its sole discretion: (i) replace such nonconforming Goods with conforming Goods, or (ii) refund the actual price paid for such nonconforming Goods. In no event shall MEI have any obligation to replace the Goods or provide a refund for a defect, nonconformity or damage caused by failure of Buyer or its agents to provide a suitable storage environment for the Goods, use of the Goods for purposes other than those for which they were designed, damage during shipment, or any abuse or misuse by the Buyer or other third parties.  Buyer acknowledges and agrees that the remedies set forth in Section 5 are Buyer’s sole and exclusive remedies for the delivery of nonconforming Goods.

6. Limitation of Liability. IN NO EVENT SHALL MEI, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES OR AGENTS BE LIABLE IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL CONTEXT OR THEORY, INCLUDING NEGLIGENCE AND STRICT LIABILITY, FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES OR PROFITS, WHETHER SUFFERED BY A BUYER OR ANY THIRD PARTY, OR FOR ANY LOSS OR DAMAGE ARISING OUT OF THE SOLE OR CONTRIBUTORY NEGLIGENCE OF A BUYER ITS AGENTS OR ANY THIRD PARTY.

7. Limitation of Warranties.  EXCEPT AS EXPRESELY SET FORTH HEREIN, MEI MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Excusable Delays and Time of Delivery. MEI is not liable or responsible for delay or failure to perform any of MEI’s obligations to make delivery of Goods occasioned by (a) any cause beyond its reasonable control, including, without limitation, a labor dispute, industry disturbance, fires, unusually severe weather conditions, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions, civil unrest, riots, lack of supplies, delay in transportation, governmental, regulatory or legal action, act of God or (b) by acts or omissions of Buyer, including, without limitation, Buyer’s failure to promptly comply with the terms of payment (“Excusable Delays”). The date of delivery must be extended for a period equal to the time lost by reason of any of the Excusable Delays. Buyer’s acceptance of the Goods shall constitute a waiver of any claim for late delivery.

9. Governing Law: Jurisdiction. The validity, construction and performance of these terms are governed by, and must be construed in accordance with, the laws of the State of Maryland, without regard to its conflicts of law provisions. The parties agree that the U.N. Convention on Contracts for the International Sales of Goods does NOT apply to these terms. The Buyer irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against MEI in any way arising from or relating to these terms, in any forum other than the U.S. District Court in the State of Maryland or, the courts of the State of Maryland sitting in Baltimore County, State of Maryland. The Buyer irrevocably and unconditionally submits to the exclusive jurisdiction of the U.S. District Court in State of Maryland or, the courts of the State of Maryland sitting in Baltimore County, State of Maryland. The Buyer agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law

10. Miscellaneous: If any provision of these terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid or unenforceable to the extent of its illegality, invalidity or unenforceability, and such provision will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. Buyer shall not assign its orders nor any rights or obligations thereunder without the MEI’s prior written consent. No waiver or modification of any of the terms and conditions contained herein shall be effective unless such waiver or modification is in writing and signed by an authorized representative at MEI’s offices in Baltimore, Maryland.