Standard Terms and Conditions of Sale

1. This orders together these terms and conditions together constitute the agreement between the parties (the “Agreement”). This Agreement contains the entire Agreement of the parties and may only be changed by an Agreement in writing signed by the parties. Further, you acknowledge and agree that any other purchase order issued by you in accordance with this Agreement will only establish payment authority for your internal accounting purposes, and shall be deemed a counteroffer, amendment, modification, or other revision to the terms of this Agreement.

2. This Agreement, and the prices quoted for the services, labor and material as specified in the proposal, are subject to change or adjustment if not acceptance by the Customer within 15 days from date shown on the proposal.

3. Terms of payment are net thirty (30) days upon receipt of invoice unless otherwise agreed in writing. If payment is delinquent, Hudson reserves the right to t to impose interest at the highest rate allowed by law for any account that remains outstanding for more than 30 days. In the event of default in payment, Customer agrees to pay all costs of collection incurred by Hudson, including, but not limited to, collection agency fees, reasonable attorney fees and court costs.

4. All products are shipped FOB Hudson’s facility (point of origin).

5. If accepted orders are canceled by Customer, Customer will reimburse actual and direct costs and expenses incurred as a result of order acceptance, excluding indirect, special and consequential damages (e.g., lost profits, even if advised of the foregoing).

6. Customer shall pay Hudson, in addition to the contract price, the amount of all excise, sales, use, privilege, occupation or other similar taxes imposed by the United States Government or any other National, State or Local Government, which Hudson is required to pay in connection with the services or materials furnished hereunder. If it is ever determined that any tax was not included in the price paid by Customer and was required to be paid, Customer agrees to promptly pay such amount to Hudson.

7. Hudson shall not in any event be liable for failure to perform or for delay in performance due to fire, flood, strike or other labor difficulty, act of God, act of Governmental Authority or of Customer, riot, war, embargo, fuel or energy shortage, wrecks or delays in transportation, inability to obtain necessary labor, materials, or equipment from usual sources, or due to any cause beyond its reasonable control. In the event that Hudson is delayed in performance due to any such cause, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.

8. If accepted orders are canceled by Customer, Customer will reimburse any and all costs, expenses and losses incurred as a result of order acceptance.

9. Hudson warrants that the products and materials sold meet advertised specifications. These warranties are in lieu of all other warranties, expressed or implied, including, but not limited to, those of merchantability and fitness for specific purpose, which are hereby specifically disclaimed.

10. Hudson shall not in any event be liable to the customer or to third parties for any loss or use, loss of profits or revenues, or any other incidental, consequential, indirect or special damages arising from any cause whatsoever including, but not limited to any delay, act, error or omission of Hudson.

11. The parties to this Agreement agree that they are responsible for any injury, loss, or damage caused by any negligence or deliberate misconduct of their employees or employees of their subcontractors. The parties agree to defend and hold harmless the other party, its officers, directors, and employees, from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees and court costs, arising out of or resulting from the performance of work hereunder, to the extent that such claim, damage, loss or expense was caused by an active or passive act or omission of the indemnifying party or anyone directly or indirectly employed by that party, or anyone for whose acts that party may be liable.

12. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

13. The waiver of any breach of any provision of this Agreement by either party shall not operate or be construed as a subsequent waiver by either party of any term or condition of this Agreement.

14. The parties intend and agree that each covenant and condition contained in this Agreement shall be a separate and distinct covenant. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected.