Conditions of Use

Delivery and Title

Delivery shall be FCA Seller’s manufacturing or distribution facility. All risk of loss shall pass to Buyer upon delivery. Title to parts and or subassemblies sold hereunder shall not pass to Buyer, and Seller shall have a security interest therein, until all unpaid sums are fully paid.

Buyer is responsible for all freight and related insurance arrangements and cost. Transportation companies assume all liability for damage to goods from the time a shipment is received by them until it is delivered to the consignee. Seller’s liability for such damage ceases at the time of shipment. Goods should not be returned for credit or warranty of claims unless authorized by Seller. When authorized, please return all items to Seller in accordance with provided instructions.

Warranty; Limitation of Liability

For a period of thirty (30) days from the date of delivery of Seller’s assemblies or parts, Seller warrants that at the time of shipment the assemblies and parts shall be free from defects in material and workmanship. SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The liability of Seller for products covered by this warranty is limited solely to replacing, repairing or issuing credit for, at the discretion of Seller, the parts that are found during the warranty period to have been damaged or defective upon shipment, provided that, Seller will not be liable under this warranty unless and with respect to assemblies or parts (i) Seller is promptly notified in writing by Buyer upon discovery of such damage or defect; (ii) the defective assembly or part is returned to Seller, transportation charges prepaid by Seller; (iii) the defective assembly or part is received by Seller for adjustment no later than thirty (30) days following the last day of the warranty period; and (iv) Seller’s examination of such assembly or part shall disclose, to its satisfaction, that such defects or failures have not been caused by misuse, neglect, improper installation, unauthorized repair or alteration or accident. If the assembly or parts are purchased from manufacturers other than the Seller, then Seller will only make available for the Buyer’s benefit those warranties which Seller has received from third-party manufacturers. Any authorization of Seller for repair or alteration by the Buyer must be in writing to prevent voiding this warranty. Failed assemblies and parts shall become the property of Seller. Warranty does not include routine preventative maintenance (PM’s) or routine calibrations.

Seller’s warranty escalation procedure for assemblies is as follows:

1. Responds to e-mail or telephone notification call within a four hour period Monday through Friday 8:00 am to 5:00 pm Pacific Ocean Time, otherwise Seller will respond within 24 hours of notification.

2. In response to customer notification, Seller will recommend a course of action, via telephone, fax or e-mail to correct the issue(s).

SELLER SHALL NOT BE LIABLE FOR DIRECT (OTHER THAN COSTS OF REPAIR, REPLACEMENT OR CREDIT AS DESCRIBED ABOVE), SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR SHALL SELLER BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE PRESENCE OR USE OF ANY OF SELLER’S PRODUCTS, WHETHER USED SINGLY OR IN ANY COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES. Determination of the suitability of any of Seller’s products furnished hereunder for the use contemplated by Buyer is the sole responsibility of Buyer and Seller shall have no responsibility in connection therewith. Buyer assumes all risk and liability for loss, damage or injury to persons or property of Buyer or others arising out of the use or possession of Seller’s products. The warranty as hereinabove set forth shall not be enlarged, diminished or affected by, and no obligation or liability shall arise or grow out of, the rendering of technical advice or service in connection with Buyer’s order or the products furnished hereunder, but the above stated limitation of liability shall apply to such services.

Acceptance; Conflict of Terms

Receipt of purchase order from Buyer shall constitute Buyer’s agreement to these terms and conditions. Notwithstanding any provisions therein to the contrary, no terms and conditions in Buyer’s purchase order or other document issued by Buyer which conflict with the conditions herein, or increase Seller’s obligation hereunder, shall be binding on Seller unless specifically identified and accepted in writing by an executive officer of Seller and until such acceptance is granted, Seller hereby objects to any such terms and conditions.

Confidentiality

This quotation is property of Seller and contains confidential information. The contents of this proposal, including but not limited to pricing and structure, shall not be disclosed outside the Buyer or disclosed in whole or in part for any purpose other than to evaluate the quotation.

Compliance and Applicable Law

Buyer agrees that it will comply with all applicable federal, state, municipal and local laws, orders and regulations at all times, as they may relate to any purchase of goods represented in this quotation. The validity, interpretation, and performance of these terms and conditions and any resulting purchase shall be governed by the laws of the State of California. In the event that a legal dispute may arise involving the purchase of goods represented in this quotation, Seller specifically reserves the right to recover all legal fees incurred in any successful litigation.