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AMETEK HCC SALES TERMS AND CONDITIONS - F-S015

Except where the context indicates otherwise, the term "Company" means HCC Industries Inc. and its wholly owned subsidiaries HCC Aegis, Inc., Hermetic Seal Corporation, AMETEK Ceramics, Inc. (aka General Ceramics), Glasseal Products, Inc., Sealtron, Inc., HCC Industries International and HCC Machining Company, Inc.

1. Unless advised within five days after receipt of the sales order acknowledgment that these terms and conditions of the acknowledgment are not acceptable it is automatically understood that the customer accepts these terms and conditions as the sole provisions under which the order is being accepted.

2. If the order includes an item covering tools, tooling or partial tooling for the specific purpose of filling this order or subsequent orders, such tools or tooling shall be the Company's property unless expressly noted to the contrary on face hereof or as agreed to in writing under separate documentation. Tooling and Engineering charges become an integral part of the Company's manufacturing process; therefore, separate quotation for or payment by customer for these items conveys neither ownership nor the right of removal from the Company's factory.

3. No changes in terms, conditions, prices or delivery as acknowledged hereon can be made without specific authorization by the Company.

4. The customer agrees to give protection to the Company from any suits resulting from infringement on patents by or production of parts.

5. Orders accepted are not subject to cancellation without the Company's written consent and will be subject to cancellation charges as set forth below.

6. The Company intends to comply with all Federal, State and local laws or regulations, applicable to the performance by the Company of each order provided, however, that any failure of the Company to so comply shall not be a defense to or excuse the customer from performance by the customer on any order. The customer shall be charged the sales price for any work cancelled at their request after its completion. Work cancelled prior to its completion at the request of the customer shall be subject to charges of engineering, tooling, materials and manufacturing costs, overhead expenses and a reasonable profit, plus a ten (10) percent handling charge for any raw materials which must be cancelled. The following charges shall be added to the sales price for any changes (including changes in the delivery schedule) made at the request of the customer: additional engineering, tooling, materials and manufacturing costs, overhead expenses and a reasonable profit, plus a ten (10) percent handling charge for raw materials ordered or cancelled to accomplish the change. Any charges pursuant to the foregoing shall take into account, among other things, expenses already incurred by the Company and commitments made by the Company.

7. If an order is placed on hold, the Company reserves the right to ship all finished goods or work in process, which is 75% complete prior to actual placement of the hold.

8. Deliveries are subject to delays due to fire, accidents, labor difficulties, transportation difficulties, power or utility shortages, material shortages, difficulties in obtaining materials through the Company's regular channels of supply, government controls, regulations or action, engineering, technical, or design difficulties, or any other causes or contingencies beyond the Company's reasonable control. The Company shall not be liable for damages on account of delays in delivery resulting from any of the foregoing.

9. The Company warrants all products manufactured or sold by the Company, within the tolerance limits for defects expressly agreed to or allowed by trade custom, to be free from defects in materials and workmanship and NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, INCLUDING MERCHANTABILITY, EITHER EXPRESSED OR IMPLIED, ARE MADE BY THE COMPANY. The Company's liability for defective goods is limited to the repair or replacement of such goods at the Company's election and then only when the Company is provided written notice of the defect within thirty (30) days after the delivery of the merchandise together with reasonable evidence of the claimed defect. The Company shall not in any event be liable for any consequential or other damages. The Company will not be liable for any parts supplied by the Company on which any form of fabrication has been performed by the customer. The Company will not be liable for any defects in a finished product manufactured by the customer in the event that the part supplied by the Company is found to be defective in any manner.

10. Partial deliveries shall be conclusively presumed to be separate contracts and failure to make payment therefore when due shall entitle the Company to require advance payment on all later deliveries on this or any other order until all past due payments have been made.

11. Upon delivery of the merchandise to the carrier at the Company's plant, all risks of loss, damage, destruction and theft shall be assumed by the customer, unless a different arrangement is agreed to in advance.

12. The Company reserves the right to replace and re-bill any parts rejected or returned.

13. The Company reserves the right to cancel any order that is placed on hold for a period exceeding 90 days. The customer is liable for full cancellation charges as set forth above.

14. The Company reserves the right to suspend or limit credit at any time when in the Company's judgment financial condition of the customer warrants such action.

15. Terms of sale are net 30. Furthermore, it is agreed and understood that invoices exceeding the Company's normal terms of sales are subject to a monthly service charge of 1 ½ % (18% annum) unless such terms have been modified in writing and formally accepted by the Company.

16. THE TERMS OF THIS ACKNOWLEDGMENT SUPERSEDE ANY NOTATION TO THE CONTRARY, WHICH APPEARS ON THE CUSTOMER'S PURCHASE ORDER.