Dealer at Dealer address (see attached) or Axsys Technologies IR Systems, Inc.
24 Simon Street
Nashua, NH 03060

Warranty: All Products sold by Axsys to Distributor are warranted to conform to Axsys drawings and specifications and to be free from defects in material and workmanship under normal use and service for either eighteen (18) months, beginning on the date a Product is delivered to Distributor, or twelve (12) months, beginning on the date a Product is delivered to Distributor's customer, whichever is the shorter period of time, but in no event shall the warranty period become greater than eighteen (18) months ("Warranty"). In order for Axsys to honor warranty claims, Distributor shall provide written proof of delivery of Products satisfactory to Axsys upon Axsys's request. Axsys's sole obligation, and Distributor's and its customer's sole and exclusive remedy, under this Warranty is for Axsys, at its option, to repair or replace any part of a Product or complete Product that fails to meet the foregoing Warranty.

Replacement components are warranted for ninety (90) calendar days or for the remainder of the in effect product warranty period, whichever is greater. The provisions of this Warranty shall not apply to Products that are:

i) integrated into any system where such integration has not been specifically approved in writing by Axsys (and Axsys by such approval does not warrant the system or the functionality of a Product on such system);

ii) used for purposes for which a Product is not designed or intended;

iii) which have been repaired or altered without Axsys's prior written consent;

iv) which have been subjected to misuse, negligence, accident or improper maintenance or installation; or

v) which, based on Axsys's examination, do not disclose to Axsys's satisfaction any nonconformance to the Warranty.

Products may not be returned without Axsys's prior written authorization in the form of a "Return Materials Authorization" issued by Axsys. Returned products must be securely packaged to reach Axsys without damage. At Axsys's option, Distributor shall return a Product to a Axsys specified location, at Distributor's cost, with a written and detailed description of any claimed failure, along with copies of any test results from Distributor's customer.

Unless the Parties agree otherwise in writing, Distributor will not sell any Product to any party for use in connection with or as a "medical device" as defined by federal law. If any Product re-sold by Distributor for a "medical device" related use or if Distributor offers any express or implied warranty and/or remedy that differs from those stated in this Section, Distributor agrees to defend Axsys against and indemnify Axsys for all liability, loss, and expense arising out of, or in connection with, that use, warranty and/or remedy.

LIMITATION OF LIABILITY. THIS WARRANTY IS THE ONLY WARRANTY MADE BY Axsys, IN LIEU OF ALL OTHER WARRANTIES MADE, EITHER EXPRESSED OR IMPLIED, AND EXCLUDES ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN WHERE Axsys IS SPECIFICALLY ADVISED OF ANY PARTICULAR USE OR TYPE OF DAMAGES. THIS LIMITATION MAY ONLY BE AMENDED BY A WRITTEN INSTRUMENT, SIGNED BY Axsys AND REFERRING TO THIS SECTION. IN NO EVENT SHALL Axsys BE RESPONSIBLE IN DAMAGES FOR AN AMOUNT GREATER THAN THE NET SALES PRICE OF THE PRODUCTS SOLD TO DISTRIBUTER AND SPECIFICALLY FROM WHICH THE DAMAGES FLOW, PROVIDED THE PRODUCTS ARE PROMPTLY RETURNED TO Axsys. Axsys SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, COSTS OF REMOVAL AND REINSTALLATION, LOSS OF GOODWILL, LOSS OF REVENUES OR PROFITS, LOSS OF USE, INJURY TO PERSONS OR PROPERTY, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.