CONTROLLING TERMS AND CONDITIONS: Any terms in buyer’s Purchase Order (or other document pursuant to which goods have been ordered or requested by buyer) that are different from, in conflict with, or in addition to those contained herein or in the accompanying order acknowledgement or invoice from seller do not supercede the terms and conditions contained herein unless specifically accepted in writing by CALIFORNIA INSTRUMENTS. Further, acceptance by CALIFORNIA INSTRUMENTS of any Purchase Order or other offer to purchase goods from CALIFORNIA INSTRUMENTS which contains terms or conditions different from or in additions to those terms and conditions contained herein is expressly conditional on acceptance in writing by CALIFORNIA INSTRUMENTS of such different or additional terms and conditions.

RETURNS: Returns other than for repair under warranty provisions below are subject to the approval of Seller, and are subject to a restocking charge of 15% for parts and 25% for standard instruments within the first 30 days. If a return is approved, a Return Material Authorization (RMA) number will be given, and must be displayed on the shipping label of the returned Instrument. Upon receipt at California Instruments or their authorized agent, the Instrument will be inspected. Credit shall be issued if the Instrument is in good working order. California Instruments shall not be responsible for any damage due to improper handling or packing. Instruments returned without authorization will not be credited.

FREIGHT: Unless otherwise agreed to in writing, Domestic U.S.A, shipments will be made by motor freight charges collect, FOB factory San Diego, CA. All products are automatically carrier insured at the carrier-determined rate, which is inadequate. Additional insurance is recommended and is the sole responsibility of the Customer. Any surface prepaid and bill shipments, other than by the carrier selected by California Instruments, must be pre-approved by California Instruments. All domestic airfreight shipments require consignee account numbers for direct billing by the carrier. International shipments will be made via airfreight, with all pickup, inland freight, customs, duties, documentary, consular, and insurance charges collect. If C & F, CIF, or FAX shipment has been quoted, such charges are estimates only and are based on using a freight forwarder specified in our quotation. concerning the goods sold under this contract, and unless an affirmation, representation, or warranty made by an agent, employee, or representative is specifically included within this contract, it will not be enforceable by buyer.

EXCEPT AS SET FORTH ABOVE CALIFORNIA INSTRUMENTS MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.

PROCEDURE FOR SERVICE: If a fault develops, notify CALIFORNIA INSTRUMENTS, its local sales representative or authorized service center, giving full details of the difficulty, and including the model number and serial number. On receipt of this information, service data or a Return Material Authorization (RMA) number will be given. Pack instrument carefully to prevent transportation damage, include the RMA number on the shipping label and ship freight prepaid to the factory or authorized service center. CALIFORNIA INSTRUMENTS shall not be responsible for repair of damage due to improper handling or packing. Instruments returned without RMA No., or shipped freight collect will be refused. Instruments repaired under Warranty will be returned by prepaid surface freight. Instruments repaired outside the Warranty period will be returned freight collect, F.O.B. CALIFORNIA INSTRUMENTS, San Diego, CA. A valid credit card or purchase order (on approved credit) must be provided before work begins on repairs not covered by the Warranty, which shall be at least in the amount of applicable evaluation charges.

DAMAGE IN TRANSIT: The instrument should be tested as soon as it is received. If it fails to operate properly, or is damaged in any way, a claim should be filed immediately with the carrier. A full report of the damage should be obtained by the claim agent, and a copy of this report should be forwarded to California Instruments. California Instruments will prepare an estimate of repair cost, and repair the instrument when authorized by the claim agent. Please include model number and serial number when referring to the instrument.

GENERAL: This contract contains the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof. This contract may not be assigned, modified, or cancelled without Seller’s prior written consent, and any attempt to assign, modify or cancel it without such consent shall be absolutely void. No delay or omission to exercise any right, power or remedy accruing to Seller upon breach or default by Buyer under this contract shall impair any such right, power or remedy of Seller, or shall be construed as a waiver of any such breach or default. All waivers must be in writing. In the event any of the provisions hereof shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full force and effect and shall control. Any provisions of this contract prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this contract.

TAXES: Unless otherwise agreed to in writing, all taxes, use fees, or other charges now or hereafter imposed by any governmental authority upon the sale, purchase, resale, delivery, manufacture, instrumention or possession of the Instruments specified herein, which may be paid by Seller or for which Seller may be liable, shall be paid to Seller by Buyer in addition to the purchase price of the Instruments.

PAYMENT: Domestic (USA) pending credit approval, payment in advance by cash, certified check, or wire transfer. Credit card payment (Visa or Mastercard) is also acceptable. Following credit approval by California Instruments, terms are Net 30 days. Accounts not paid when due are subject to interest charge of 1.5% per month on unpaid balance. International (including Foreign Governmental Agencies or Entities) Wire Transfer or Irrevocable Confirmed Letter of Credit in favor of California Instruments. See detailed instructions in Exhibit CI-682.

SPECIFICATIONS: The equipment quoted herein is certified to meet published California Instruments’ specifications at the time of quotation. Unless specifically agreed in writing, California Instruments does not certify the equipment to meet any government or buyer specifications.

INSTALLATION/TRAINING: Buyer acknowledges that no installation, training or education is contracted for or purchased under the terms of this contract unless specifically agreed in writing.

PACKING: Prices contained in this quotation are based on standard commercial packing and packaging suitable for domestic motor freight shipment, or international air freight. MIL-SPEC packing or packaging suitable for ocean freight is at extra cost. Failure to note special packing requirements contained in buyers’ RFQ shall not obligate California Instruments to perform same.

ACCEPTANCE: The point of acceptance for equipment quoted herein shall be California Instruments’ shipping dock. Buyer is permitted to perform source inspection prior to shipment, however, failure to inspect within 48 hours after notification that equipment is ready for inspection shall be deemed acceptance.

WARRANTY: CALIFORNIA INSTRUMENTS CORP. warrants each instrument manufactured by it to be free from defects in material and workmanship for a period of one year from the date of shipment to the original purchaser. Excepted from this warranty are tubes, fuses, and batteries that carry the warranty of their original manufacturer where applicable. CALIFORNIA INSTRUMENTS will service, replace, or adjust any defective part or parts, free of charge, when the instrument is returned freight prepaid, and when examination reveals that the fault has not occurred because of misuse, abnormal conditions of operation, user modification, or attempted user repair. Equipment repaired beyond the effective date of warranty or when abnormal usage has occurred will be charged at applicable rates. CALIFORNIA INSTRUMENTS will submit an estimate for such charges before commencing repair, if so requested. No other express warranty is given and no affirmation of seller, by words or action, will constitute a warranty.

No agent, employee, or representative of CALIFORNIA INSTRUMENTS has any authority to bind CALIFORNIA INSTRUMENTS to any affirmation, representation, or warranty

LIMITATION OF DAMAGES: If CALIFORNIA INSTRUMENTS breaches or repudiates this agreement, buyer shall not be entitled to any consequential damages as defined in the Uniform Commercial Code except that if the goods sold are “consumer goods,” personal injuries shall be recoverable.

APPLICABLE LAW: This contract shall be governed by and interpreted under the laws of the State of California. Any dispute between buyer and CALIFORNIA INSTRUMENTS regarding this agreement will be subject to the exclusive jurisdiction of the state and federal courts in the State of California. Buyer agrees to submit to exclusive jurisdiction in the State of California, and buyer expressly waives all defenses to jurisdiction.

ARBITRATION: Any disputes arising under this contract shall be resolved by arbitration in San Diego, California by the American Arbitration Association in accordance with its rules then prevailing.

EXHIBIT CI-682

INSTRUCTIONS FOR OPENING A DOCUMENTARY COMMERCIAL LETTER OF CREDIT: