1) Acceptance: These terms and conditions of sale represent the entire agreement applying to all quotations made and purchase orders accepted by Mettrix Technology Corp. (“Mettrix”). Mettrix’s acceptance is conditional on Customer’s assent to these terms and conditions, which will govern exclusively, in accordance with the laws of the State of New York, notwithstanding any provisions of Customer’s documentation. Any changes in the terms contained herein must specifically be agreed to in writing by an authorized officer of Mettrix before becoming binding on Mettrix.

2) Prices: Prices are shown on the face hereof and are valid for 30 days from the date of quotation. If Customer does not purchase the entire quantity upon which these prices were based, Customer will pay the higher price specified by Mettrix, for the quantity actually purchased. Prices do not include sales, use, value-added customs duties or levies or other taxes, all such taxes, which Mettrix is required to collect or pay in relation to any sale of product, will be paid by Customer upon invoice.

3) Payment: Unless otherwise set forth on the face hereof payment terms are net 30 days from date of invoice with interest on all unpaid amounts at the rate of 1.5% per months (18% per annum, calculated and compounded monthly). Mettrix, in its absolute discretion, may change these credit terms if its assessment of Customer’s financial condition changes. Each shipment will be considered a separate and independent contract. Customer agrees to pay reasonable collection and/or attorney fees in case of non-payment.

4) Delivery: Delivery will be F.O.B. Mettrix’s location, unless otherwise agreed to, and will occur when the products are ready for pickup by the carrier. In the absence of specific instructions, Customer appoints Mettrix its agent to select and retain a carrier. Mettrix does not assume any liability or responsibility for the shipment. Customer will be responsible for all shipment and related charges.

5) Inspection: Within 30 days after delivery Customer will inspect the products and give written notice of rejection to Mettrix detailing the manner in which any products do not conform. Only upon receiving authorization and shipping instructions from Mettrix may the Customer return rejected products. If Customer retains products after their delivery without giving Mettrix notice within the designated period, the Customer will have irrevocably accepted the products. Mettrix may charge to Customer any costs resulting from testing handling and disposition of any products returned by Customer which are not found by Mettrix to be non-conforming.

6) Cancellation and Rescheduling: All orders accepted by Mettrix are firm and non-cancelable and non-returnable (NCNR) unless agreed to in writing by Mettrix, however Customer may give notice to Mettrix subject to acceptance by Mettrix to reschedule any shipment of products that is scheduled for delivery more than 90 days from the date Mettrix receives Customer’s notice. Mettrix may charge Customer for any costs including warehouse and storage charges for component or completed or partially completed assemblies resulting from such cancellation or rescheduling. Mettrix may cancel this order or any portion of this order in the event of Customer’s default. A failure to pay any invoice when due Mettrix shall be considered an event of default.

7) Limitation of Liability: In no event will Mettrix be liable to Customer or others for indirect, special, incidental or consequential damages for breach of any of the express or implied provisions of this contract, including without limitation, provisions regarding guaranties, indemnities and patent infringement, or based upon any claims, demands, settlements, or lawsuits arising from, or in connections with, the products sold hereunder including but not limited to, loss of goodwill, loss of profits or loss of use. Customer assumes all liability for any and all damages arising from or in connection with the use and misuse of the products by Customer, its employees, or others.

METTRIX DOES NOT MAKE, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER EXPRESSLY UNDERSTANDS AND ACKOWLEDGES THAT IT IS WAIVING ANY AND ALL CLAIMS FOR LIABILITY BASED ON DEFECTS IN THE ITEM SOLD, INCLUDING LATENT AND DESIGN DEFECTS, AND FOR NEGLIGENCE IN THE DESIGN, MANUFACTURE AND SALE OF THIS ITEM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND HEREBY ASSUMES AND ACCEPTS ALL LIABILITY FOR ANY SUCH DEFECTS AND/OR NEGLIGENCE

8) Statutory and regulatory requirements: Statutory and regulatory requirements, related to the product, must be documented and is the sole responsibility of the Customer, to include any local, federal, and state requirements. (UL, CSA, FCC, ECT…)

9) Notice of RoHS Disclaimer: Sales of products manufactured and/or assembled by Mettrix requiring compliance with European Union’s Directive 2002/95/EC, Restrictions on Hazardous Substances in Electronic Equipment (RoHS) are subject to the following disclaimer of liability under any warranty or representation which may otherwise be expressed or implied in any sales agreements between Mettrix and its Customers or any purchase orders issued by its Customers:

Mettrix will purchase components solely from manufacturers or vendor/distributors whose products are documented to be in compliance with RoHS on the date of purchase and specified to be RoHS compliant on the Customer parts list or Bill of Materials. Circuit board component information and documentation from manufacturers and vendor/distributors is deemed to be reliable and Mettrix makes no representation as to their accuracy. Mettrix specifically disclaims any and all representations, warranties and liabilities under any theory with respect to the Customer’s parts list information or Bill of Materials and Mettrix is not responsible for typographical or other errors or omissions on Customer-supplied information.

Mettrix makes no representations, warranties, or certifications with respect to the chemical content of components used in the manufacture or assembly process. Mettrix will have no liability for the failure of its circuit boards or the Customer’s products that contain circuit boards manufactured and/or assembled by Mettrix to meet RoHS specifications as the result of the components’ chemical content exceeding the permissible limits of any hazardous substance as defined by RoHS. Customer agrees to indemnify and hold Mettrix harmless from any and all liabilities, loss, damages, costs and expenses of whatever kind or nature which it may sustain as a result of the failure of any product manufactured or assembled in accordance with Customer’s specifications to meet RoHS requirements.