ACCEPTANCE OF ORDERS/TERMS.

All orders are subject to acceptance by Seller. Acceptance of orders is expressly made conditional on Buyer’s assent to these terms and conditions. Any terms and conditions of the Purchase Order or other similar instrument which are in addition to or inconsistent with Seller’s terms and conditions shall not be binding and shall not apply, unless specifically agreed to in writing by Seller. This acceptance sets forth the entire understanding between the parties with reference to the subject matter hereof.

DELIVERY.

Seller’s delivery dates represent the seller’s best estimate based on current information, and may be subject to change. All deliveries shall be F.O.B. at the Seller’s facility.

TERMS OF PAYMENT.

Payment of the price for goods or services shall be made by Buyer to Seller within thirty (30) days after the goods are tendered to Buyer at Seller’s facility, or the services have been performed. The unpaid portion of any amount not paid within thirty (30) days shall bear interest at the rate of 1½% of the outstanding balance per calendar month. Seller may at any time suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to Seller when, in Seller’s opinion, the financial condition of Buyer or other grounds for insecurity warrant such action.

PRICES AND TAXES.

The price of the goods and services purchase hereunder is exclusive of all taxes, import duties, fees, excises, and/or charges, which are now or may thereafter be imposed (whether by foreign, federal, state, municipal or other public authority), with respect to the sale of the goods and services or this order itself. The Buyer shall present the Seller with the appropriate documentation to justify exemption from California sales tax. If Seller is required to pay any such taxes, duties or fees, Buyer shall reimburse Seller immediately upon receipt of Seller’s invoice thereof.

CHANGES.

The parties may at any time request change(s) to the order within the general scope of work called for. If such change(s) cause an increase or decrease in the price of the items and/or and extension of the delivery schedule, Buyer shall be notified to this effect and Seller shall not be obligated to proceed with such change(s) until it receives a change order subject to the terms of Paragraph 1, above.

FORCE MAJEURE.

Neither party shall be liable for any loss or damage hereunder due to unforeseen circumstances or to causes beyond its reasonable control, including without limitation, strikes, lockouts, riots, wars, acts of God, fires, floods, natural disasters, inability to obtain labor, delays caused by suppliers, subcontractors or other parties, material shortages, curtailment of or inability to obtain sufficient electrical or other energy supplies, licensing and/or exporting delays or compliance with governmental laws, regulations or orders. Prompt notice of any such delay beyond either party’s control shall be given to the other party. Any such cause shall extend delivery dates to the extent of the delay incurred. It is in particular expressly agreed that any refusal or failure of any governmental authority to grant any export license legally required for the fulfillment by the Seller of its obligations hereunder shall constitute an event of Force Majeure, provided said refusal or failure is not due to the fault or negligence of the Seller.

SHIPMENT/RISK OF LOSS.

All prices/shipments are F.O.B. seller’s plant. Risk of loss and title shall pass to Buyer upon delivery to the carrier. Buyer may select the manner of shipment and the carrier by providing Seller with written shipping instructions at the time of placing the order. In the absence of specific instructions, Seller reserves the right to make arrangements as necessary and Seller will ship by the method it deems most appropriate.

EXPORT REQUIREMENTS.

Buyer acknowledges that the goods or technical data furnished under this Order may be subject to export control laws and regulations. Buyer acknowledges that export control laws and regulations may prohibit the export, re-export or transfer of items to certain destinations, end-users or end-uses (including but not limited to nuclear, chemical or biological weapons or rocket systems and unmanned air vehicles). Buyer agrees to comply with applicable export control laws and regulations and will obtain government authorization, if required, prior to any export, re-export or transfer of the goods or technical data furnished under this Order.

CANCELLATIONS.

Orders cannot be canceled or modified by Buyer without the written consent of the Seller. In no event shall any order be modified or canceled for any portion thereof manufactured or in the process of manufacture at the time request for modification or cancellation is received by Seller, except upon terms satisfactory to Seller which shall protect and indemnify Seller against all loss.

LIMITATON OF LIABILITY.

Seller’s aggregate liability on any claim of any kind, or loss or damages arising out of, connected with, or resulting from order(s) or from the performance or breach hereof including but not limited to any default termination or from the manufacture, sale, delivery, repair, use or resale of any product(s) and/or service(s) covered by or furnished under this agreement shall in no case exceed the payment, if any, received by Seller for the product(s), service(s)or part(s) which gives the claim or dispute. In no event shall seller be liable for any services rendered.

ASSIGNMENT.

Buyer shall not assign this Agreement in whole or in part without the prior written consent of Seller which consent shall not be unreasonably withheld.

WARRANTY.

Seller warrants the products against defects in workmanship and materials for a period of 12 months (unless specified otherwise and included in the Purchase Order) under normal use and service from date of shipment and to no further extent. To be considered for warranty any product must be returned with a Return Material Authorization (RMA) to Seller’s place of origin, transportation changes prepaid, within thirty (30) days after failure. Seller’s obligation under this warranty is limited to, at the Seller’s discretion, replacing or repairing or giving credit for any of said products and which are, after examination, determined by Seller to be defective. The return of products under this warranty that are found by the Seller to be free from defect, or to have been damaged by anyone other than the Seller, may be subject to an evaluation charge. Any product repaired or replaced under this warranty shall be warranted only for the remainder of the original product’s warranty period. This warranty shall not apply to any product which shall have been repaired or altered, except by Seller or which shall have not been maintained in accordance with any handling or operating instructions supplied by Seller or which shall have been subjected to extensive physical or electrical stress, misuse, abuse, negligence, improper installation, facility power loss or accidents. The aforementioned provisions do not extend the original warranty period of any product, which has either been repaired or replaced by Seller.

Seller shall not under any circumstances be liable to buyer for incidental, special or consequential damages for loss of whatever nature arising out of or in connection with or resulting from the sale by seller or the resale or use by Buyer of any product(s) and/or services delivered hereunder.

This warranty is stated in lieu of all other warranties, express, statutory or implied, or otherwise made including but not limited to the warranty of merchantability and fitness for a particular purpose and of all other obligations or liabilities on Seller’s part in connection with the sale of said products, Seller neither assumes nor authorizes any other person to assume for seller any other obligation or liabilities in connection with the sale of the product(s).

PATENT IDEMNITY.

Buyer shall indemnify and hold Seller harmless from, and release and not make claim or suit against Seller because of any suits, claims, losses or other liabilities made against, or suffered by, Buyer arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right, at common law or claim of unfair trade, or of unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale, or delivery of the goods sold to Buyer by Seller.

PROPRIETARY INFORMATION.

All of the information, know-how, drawings, designs, specifications and other documents prepared by Seller and particularly within Seller’s knowledge and which may be furnished to Buyer and designated as proprietary will not be used by Buyer other than for operation or maintenance of the products without the proper written authorization of Seller. Buyer shall indemnify and hold Seller harmless from any loss, liability or expense suffered by Seller as a result of Buyer’s negligent disclosure to third parties.

APPLICABLE LAW.

This Order and the performance hereunder shall be construed and enforced in accordance with the laws of the State of California, United States of America.

ARBITRATION.

Any controversy or claim arising out of related to this order shall be settled by arbitration in the City of San Francisco, State of California in accordance with the commercial rules of the American Arbitration Association by arbitrator appointed in accordance with those rules. The determination by arbitrator shall be final in binding and shall be enforceable in any court of competent jurisdiction.

WAIVER.

A waiver of any of the terms or conditions hereof shall not be deemed and continuing waiver, but shall apply solely to the instance to which the waiver is directed.

ENTIRE AGREEMENT.

The terms and conditions as set forth herein, together with any other document incorporated by reference, constitute the entire agreement between Buyer and Seller with respect to any order. No modification hereof, shall be of any force and effect unless in writing and duly signed by authorized representative of each party.