Business Terms and Conditions

KEITHLEY INSTRUMENTS, INC. ("KEITHLEY")

CONDITIONS OF SALES

A customer who orders and purchases a product from KEITHLEY agrees to abide by these terms and conditions.

Prices

Prices are subject to change at any time.

Payment Terms

Subject to our credit department approval at the time of shipment. All orders must be paid in full before or upon delivery unless KEITHLEY accepts the customer's credit application. If credit is extended to the customer, the customer must pay in full KEITHLEY's invoice within 30 days of receipt. A delinquency fee of 1 1/2% (18% per year) will be charged on invoices not paid when due. If items are shipped separately, items will be invoiced when they are shipped. We accept Mastercard and Visa.

Title

While title to products shall pass at KEITHLEY's plant, KEITHLEY retains a security interest and right of possession in the products until full payment is received from the Customer.

Delivery

After an order is accepted, a shipping date will be scheduled. All shipping charges are the responsibility of the customer. If a shipment is missing items, the customer must notify KEITHLEY in writing within 10 days of receiving the shipment.

Delays in Performance or Shipment

KEITHLEY shall not be liable for any delay in performance of this order or in delivery when such delay is directly or indirectly caused by events or factors beyond our reasonable control. KEITHLEY shall make, and Buyer shall accept, deliveries when such causes have been remedied.

Orders

All orders are subject to acceptance by KEITHLEY. KEITHLEY'ss booking of an order shall constitute its acceptance of an order.

Acceptance

If an order is acknowledged at domestic prices and goods are for export outside the United States, we reserve the right to cancel the order.

If order contains provisions inconsistent with the provisions of our proposal or acknowledgement, KEITHLEY provisions shall prevail unless we agree to a specific exception. Buyer's acceptance of goods delivered hereunder shall constitute acceptance of these conditions of sale.

Export Control

The export laws of the United States of America as well as its regulations apply to all products ordered, purchased, or received under these terms and conditions.

Return Policy

(1) Defective Products. A Customer may return a defective product to Keithley Instruments for repair or replacement, at Keithley Instruments option, in the event Keithley Instruments determines that the product is defective. The defective product must be returned to Keithley Instruments within the warranty preiod. The Customer shall be responsible for all shipping costs.

(2) Non-defective Product Return. Products that are not defective may be returned to Keithley Instruments within 30 days from the date of shipment. All non-defective product returns are subject to a 15% restocking fee. If the product is unsatisfactory for the application for which it was purchased, Keithley Instruments shall, at its option, either refund the purchase price paid by the Customer or replace the product with one that is satisfactory for the application. The Customer shall be responsible for all shipping costs and restocking fee determined by Keithley Instruments.

(3) Method of Return. Prior to returning the product, contact Keithley Instruments Sales Office or Corporate Headquarters for a Return Material Authorization number. All products returned to Keithley Instruments must be securely packaged in the original shipping materials and reach Keithley Instruments without damage and shipped in accordance with applicable laws, rules, and regulations. The products must contain all software and accessories that were shipped to the Customer in connection with the product.

Warranty Information

Keithley Instruments, Inc. warrants its instruments and data acquisition hardware to be free from defects in materials and workmanship for a period of 1 year from the date of shipment, with the following exceptions:

• 90 days for probes, cables, optical fiber, rechargeable batteries, diskettes, and documentation.

To exercise this warranty, write or call the local Keithley representative, or contact Keithley headquarters in Cleveland, Ohio. You will be given prompt assistance and return instructions. Send the product, transportation prepaid, to the indicated service facility. Repairs will be made and the product returned, transportation prepaid. Repaired or replaced products are warranted for the balance of the original warranty period, or at least 90 days.

Extended Warranty

Additional years of warranty coverage are available on many products. These valuable contracts protect you from unbudgeted service expenses and provide additional years of protection at a fraction of the price of a repair. Extended warranties are available on new and existing products.

Limitation of Warranty

This warranty does not apply to defects resulting from production modification without Keithley's express written consent or misuse of any product or part. This warranty also does not apply to fuses, software, non-rechargeable batteries, damage from battery leakage, or problems arising from normal wear or failure to follow instructions.

This warranty is in lieu of all other warranties, expressed or implied, including any implied warranty of merchantability or fitness for a particular use. The remedies provided herein are buyer's sole and exclusive remedies.

Neither Keithley Instruments, Inc. nor any of its employees shall be liable for any direct, indirect, special, incidental or consequential damage arising out of the use of its products even if Keithley Instruments, Inc. has been advised in advance of the possibility of such damages. Such excluded damages shall include, but are not limited to: costs of removal and installation, losses sustained as the result of injury to any person, or damage to property.

Taxes

Unless otherwise stated, all prices are exclusive of use, sales and similar taxes. Such taxes applied directly to the order shall be paid by the Buyer, unless an exemption certificate is supplied to KEITHLEY that is acceptable to the taxing authorities of the delivery destination.

Limitation of Liability

Neither KEITHLEY nor any of its employees shall be liable for any direct, indirect, special, incidental, or consequential damage arising our of the use of its product even if KEITHLEY has been advised in advance of the possibility of such damages. Such excluded damages shall include, but are not limited to: costs of removal and installation, losses sustained as the result of injury to any person, or damage to property.

Acknowledgement/Governing Law

When a customer orders, purchases, and/or receives a product from KEITHLEY, the customer accepts these terms and conditions. The customer agrees to comply with all the laws and regulations of all the United States of America and its states and territories.