US Production - Terms of Sale

Definitions
Within this document wherein it refers and names the "seller" or the "Company", or "CSWW" it shall be Circuit Services Worldwide Inc. and/or Circuit Services Worldwide, LLC, one together, unless otherwise specified.

All headings used herein are for convenience only and shall not in any way affect the spirit, intent or interpretation of this document.

Acceptance:
By ordering goods described herein Buyer acknowledges it is transacting business at CSWW’s principal place of business in Bellevue, Washington, and at any other location where CSWW manufactures said goods. CSWW acknowledges Buyer’s order and will enter it for production on the express condition that goods will be sold on the terms stated herein or in the CSWW quotation previously issued in connection with this order. Such terms will control, if in conflict with terms of Buyer’s purchase order. All orders are subject to CSWW management approval and acceptance. CSWW shall not be bound by any provision under any prime or other Contract to which the Buyer is a party. CSWW’s practice is to comply with all Federal, State and local laws or regulations, applicable to the performance by CSWW of each order provided, however, that any failure of CSWW to so comply shall not be a defense to or excuse the Buyer from performance by the Buyer on this or any order.

Changes
No changes in terms, conditions, prices, or delivery as confirmed hereon can be made without specific authorization by CSWW.

Specifications and Standards
It is expressly understood that any technical or other advice furnished by CSWW or its agents with reference to the design or use of the goods is done on a gratis basis, and CSWW assumes no obligation or liability for the advice given or the results obtained, all such advice being given and accepted at Buyer’s sole risk. CSWW maintains I SO 9001:2000 Quality Certification, and inspects to I PC-A-600 Standards, Class 2.

Engineering, Tooling, Manufacturing
Costs of tooling and fixtures will be assessed as a one-time service charge which does not constitute the purchase of fixtures, tooling or engineering data. All such items shall remain the property of and in the custody of CSWW, but will be reserved for Buyer’s exclusive use. CSWW shall not be obligated to retain such tooling beyond two years after its last use. T ooling and Engineering charges become an integral part of the CSWW manufacturing process; therefore, separate quotation for or payment by customer for these items conveys neither ownership nor the right of removal from CSWW's factory.

Prices
Unless otherwise specifically provided in writing the prices shown are in U.S. dollars and are based upon manufacture of the quantity and types as originally specified and are subject to revision when interruptions or engineering changes are caused or requested by the customer. We are not responsible for typographical errors made in any of our publications or for stenographic or clerical errors made in preparation of quotation or confirmations. All such errors are subject to corrections. Unless otherwise provided on the face hereof, payment hereunder shall be due net thirty (30) days from the date of shipment. CSWW’s obligation to produce or deliver is conditioned upon continued good credit for Buyer and upon Buyer’s
payment when due of any sum owing by Buyer to CSWW under any agreement between the parties. Based on CSWW’s reasonable judgment, if buyer’s financial condition at the time the merchandise is ready for shipment does not justify the terms specified CSWW reserves the right to change these terms, to require full or partial payment in advance, or to ship the goods C.O.D.

Delivery
Estimated delivery schedule is not a promise nor guarantee of delivery date. However, every reasonable effort will be made to comply with the estimated delivery schedule. CSWW shall not be liable for any delay in performance of this order, nor in delivery or shipment of material when such delay is directly or indirectly caused by, or in any manner arise from fires, floods, accidents, riots, war, governmental interference or embargoes, strikes or shortage of labor delays in delivery of material by sub-suppliers, or any other difficulties (whether or not similar in nature to any of those specified) beyond its control. Delivery of this order shall be suspended so long as any such causes delay the execution. CSWW agrees to make, and the Buyer to accept, deliveries whenever such causes haven been remedied.

CSWW reserves the right to single lot manufacture or to manufacture in installments and to make delivery singularly or in installments within a ninety (90) day period after receipt of order. All such delivery installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries. Shipment of goods may be advanced up to two (2) days early at CSWW’s decision. T he goods sold herein occurs at such time as CSWW places said goods in the hands of the carrier for delivery as herein provided for. Upon identification, risk of loss passes to Buyer. T itle remains with CSWW until CSWW receives payment for said goods.

Routing
All claims for loss or damage in transit must be made against the Carrier. All prices quoted, or shown on this confirmation, are F. O.B. Bellevue, Washington, unless otherwise stated.

Insurance
It is understood and agreed that in no case does the sales price cover the cost of any insurance, and any insurance obtained shall be for the account of the Buyer, unless otherwise stated by CSWW.

Credit & Payment
On approved credit, CSWW’s payment terms are net thirty (30) days after date of invoice. CSWW may at any time, when in its opinion the financial condition of the customer warrants it, may either alter or suspend credit. In cases where credit is not established satisfactorily, or financial information is not available, the terms are cash with order, acceptable Credit Card, or C.O.D at the option of the CSWW. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. Buyer will pay in accordance with the units shipped.

Warranty
Items sold by CSWW are warranted only as stated below, and subject to the exceptions and upon the conditions specified below, CSWW agrees to correct, either by repair, or, at its election, by replacement, any defect of material or workmanship which develops within thirty (30) days after delivery to the original purchaser when CSWW is provided with written notice of the defect within thirty (30) days after delivery of the merchandise together with reasonable evidence of the claimed defect, provided that investigation and factory inspection by CSWW discloses that such defect developed under normal and proper use and storage. Except as stated above, CSWW makes no warranty, express or implied (either in fact or by operation of law), statutory or otherwise and except to the extent stated above, CSWW shall have no liability under any warranty, express or implied (either in fact or by operation of law), statutory or otherwise. CSWW expressly disclaims any liability to its customers, representatives, and to users of its products, and to any other person or persons for incidental or consequential damages of any kind and from any cause whatsoever arising out of or in any way connected with the manufacture, sale, repair, replacement, or arising out of or in any way of connected with the use of any of its products. CSWW will not be liable for any parts supplied by CSWW on which any form of fabrication has been performed by the Buyer. CSWW will not be liable for any defects in a finished product manufactured by the Buyer in the event that the parts supplied by CSWW is found to be defective in any manner. CSWW warrants only that goods will conform to the applicable specifications provided and/or stated, are 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 CSWW.

Rejection & Resolution
If, upon receipts of such material by Buyer, the same shall appear not to conform to the contract between Buyer and CSWW, Buyer shall notify CSWW in writing within thirty (30) days from date of shipment of the goods of such condition. Goods may not be returned to CSWW without first obtaining a Return Materials Authorization Number. Buyer shall bear the risk and expense of return shipments and shall retain title until goods are received by CSWW. Failure to give notice within the time specified shall constitute an irrevocable acceptance of the goods. No claims, of any kind, by Buyer shall be valid without notice, as specified. Buyer shall afford CSWW a reasonable opportunity to inspect the material and repair, replace, or credit any materials determined by CSWW to be non-conforming. If specifications are not met, CSWW will, at its option repair or replace said items; or refund the purchase price by crediting Buyer’s account. CSWW exercise of one of these options shall not prejudice its exercise of other options in other circumstances. CSWWs’ liability is expressly limited to the obligations described in this paragraph. CSWW shall not, in any event, be liable for the cost of Buyer’s materials, or for any labor expended on any such material or for any special direct, indirect, incidental or consequential damages to anyone by reason of the fact that such materials does not conform to this contract or to any express or implied warranty herein. No claims of any kind will be considered on materials which have been converted, changed, processed or used in manufacture.

Termination/Cancellation
Orders accepted are not subject to cancellation without CSWW’s written consent and will be subject to cancellation charges as determined by CSWW. If the entire quantity ordered is not released for shipment by the Buyer within ninety (90) days, unless otherwise agreed in writing by CSWW, of the date of this Confirmation, the quantity having been released will be re-billed at the unit price applicable for such quantity; and the remaining quantity not released will be subject to cancellation charges as determined by CSWW. Buyer shall pay CSWW all costs incurred by CSWW to the date of termination (including settlement expense and attorney fees, if applicable), together with a reasonable profit thereon, or the full adjusted contract price of the order whichever is less.

Governing Law
All contracts between Buyer and CSWW shall be governed by and construed in accordance with the applicable laws of the State of Washington.

Wavier by CSWW of the breach of any of the terms and conditions of this document shall not be construed as a waiver of any other breach.

If any litigation is brought to enforce any rights created hereby, the prevailing party shall be entitled to attorney’s fees and cost.

Buyer agrees to assume any liability for infringement of patent copyright, or any other property right (whether common law or statutory) arising out of the manufacture of the goods and saves CSWW harmless from and against any and all costs and expenses (including, without limitation attorneys fees and court costs) arising out of or in conjunction with such actual or alleged infringement.