Terms and Conditions

TERMS AND CONDITIONS OF SALE

All quotations and sales by WPG Americas, Inc., its subsidiaries or affiliates (WPGA) are subject to the

following terms and conditions.

1. Except as otherwise set forth in document form, Payment Terms are Net from

invoice date; prices are FOB SFO (WPGA facility); and prices do not include any taxes, freight, handling,

duty or other similar charges, payment of which will be the sole responsibility of customer. Prices are

based upon timely payment and any past due balance will accrue interest at the monthly rate of one and

one-half percent. Freight charges are constructed on the basis of standard carrier tariffs and may not

reflect actual transportation costs. WPGA reserves the right to modify terms prior to shipment, require

payment in advance, or delay or cancel any shipment or order by reason of customer’s creditworthiness or

should customer fail to fulfill any obligation when due. WPGA reserves the right to charge 1% per month or

the legal rate of interest in the State of California, whichever is applicable.

2. In the absence of prior agreement as to shipping, WPGA may select a carrier. WPGA’s responsibility

for any loss or damage ends, and title passes, when products are delivered to the carrier, to customer, or

to customer’s agent (including, without limitation, any test house or value added service provider),

whichever occurs first. Customer will pay for storage charges if products are held by WPGA at customer’s

request pending instructions or rescheduled delivery.

3. WPGA warrants those products assembled or customized by it against defects caused solely by faulty

assembly or customization for 90 days after delivery. All other products, and the components and

materials utilized in any assembled or customized products, are covered by, and subject to, the terms,

conditions, and limitations of the manufacturer’s standard warranty, which warranty is expressly in lieu of

any other warranty, express or implied, of or by WPGA or the manufacturer. Customer’s exclusive

remedy, if any, under these warranties is limited, at WPGA’s election, to any one of (a) refund of

customer’s purchase price, (b) repair by WPGA or the manufacturer of any products found to be defective,

or (c) replacement of any such product. Customer acknowledges that except as specifically set forth or

referenced in this paragraph,

THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT

LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE)

BY WPGA OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR

PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A

PARTICULAR PURPOSE, OR OTHERWISE. WPGA ASSUMES NO RESPONSIBILITY OR LIABILITY

WHATSOEVER FOR MANUFACTURER’S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR

ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO WPGA BY OR ON BEHALF OF

CUSTOMER. Use of the customer’s part number on this document or on any products is for convenience

only and does not constitute any representation by WPGA with respect to the performance, specifications,

or fitness of any part for any purpose.

4. WPGA retains a purchase money security interest in all products sold by WPGA to customer, and in the

proceeds of any resale of such products, until the purchase price and any other charges due to WPGA

have been paid in full. Customer agrees to execute any financing statements WPGA may request in order

to protect WPGA ‘s security interest and hereby authorizes WPGA to execute and irrevocably appoints

WPGA its attorney in fact for the execution of such financing statements. Upon any breach by customer of

these terms and conditions, WPGA will have all rights and remedies of a secured party under the Uniform

Commercial Code, which rights and remedies will be cumulative and not exclusive. Customer is

responsible for all costs and expenses incurred by WPGA in collecting any sums owing by customer

(which may include, but are not limited to, collection agency and reasonable attorneys’ fees). If WPGA

incurs costs collecting on any judgment arising out of customer’s breach, customer will be responsible for

them, and this provision will survive the entry of any such judgment. WPGA shall have the right to offset

any sum owed by WPGA or any WPGA subsidiary to Customer against any sum owed by Customer to

WPGA or any WPGA subsidiary. All transactions are governed by the laws of the State of California. The

parties waive any right to trial by jury.

5. Products are deemed accepted by customer unless customer notifies WPGA in writing within 10 days

of delivery of product shortages, damage or defect. No returns may be made for any reason without a

Return Authorization Form issued by WPGA. If customer refuses to accept tender or delivery of any

products or returns any products without authorization from WPGA, such products will be held by WPGA

awaiting customer’s instruction for 20 days, after which WPGA may deem the products abandoned and

dispose of them as it sees fit, without crediting customer’s account.

6. WPGA will not be liable for any failure or delay in its performance or in the delivery or shipment of

products, or for any damages suffered by customer by reason of such failure or delay, when such failure or

delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather,

war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies,

delay in delivery by WPGA’s suppliers or any other cause or causes beyond WPGA’s reasonable control.

WPGA reserves the right to cancel without liability any order, the shipment of which is or may be delayed

for more than 30 days by reason of any such cause. WPGA reserves the right to allocate in its sole

discretion among customers or potential customers, or defer or delay the shipment of, any product which is

in short supply.

7. All quotations and sales are made only upon these terms and conditions and those on the front of this

document. This document and not any purchase order or other customer document (which, if construed to

be an offer is hereby rejected), will be deemed an offer or counter-offer and is a rejection of any other

terms or conditions. Customer, by accepting any products, making any payments or ordering any products

having previously received these terms and conditions, will be deemed to have assented to these terms

and conditions, notwithstanding any terms contained in any prior or later communication from customer

and whether or not WPGA will specifically or expressly object to any of customer’s terms. WPGA’s failure

to object to any document, communication or act of customer will not be deemed a waiver of any of these

terms and conditions. Any addition or change to these terms and conditions must be specifically agreed to

in writing by a duly authorized officer of WPGA before becoming binding on WPGA.

8. If customer’s order is placed under a contract with the United States Government, WPGA agrees to

comply with those contract provisions and regulations with which, pursuant to law, it must comply and of

which customer has, at the time of order placement, placed WPGA on notice. In no event will United

States Government Cost Accounting Standards apply. All rights in technical data and software owned or

licensed by WPGA or the manufacturer are hereby reserved and deemed restricted or limited. No

provision of customer’s contract with the government will be binding on WPGA or the manufacturer except

as expressly set forth in this paragraph.

9. Unless specifically otherwise agreed in writing by WPGA , customer acknowledges that products sold

by WPGA are not intended for and will not be used in life support systems, human implantation, nuclear

facilities or systems or any other application where product failure could lead to loss of life or catastrophic

property damage. Customer will indemnify and hold WPGA harmless from any loss, cost or damage

resulting from customer’s breach of the provisions of this paragraph.

10. Any or all products may be subject to export or resale restriction or regulation, and customer

acknowledges that it will comply with such regulations or restrictions. Any or all products may have been

imported. Country of origin information is as provided to WPGA by its suppliers and is, where applicable,

located on the products themselves or the supplier’s innermost packaging thereof.

11. WPGA certifies that it complies with all applicable requirements of Sections 6, 7 and 15 of the Fair

Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor

issued under Section 14 thereof.

12. Except for the warranty coverage referenced in paragraph 3, above, NEITHER WPGA NOR ITS

SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER OR ANY OTHER PERSON

FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, BY THE INADEQUACY OF ANY PRODUCTS FOR ANY PURPOSE, BY ANY

DEFICIENCY OR DEFECT IN ANY PRODUCT (WHETHER OR NOT COVERED BY ANY WARRANTY),

BY THE USE OR PERFORMANCE OF ANY PRODUCTS OR BY ANY FAILURE OR DELAY IN WPGA’S

PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL,

CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING,

WITHOUT LIMITATION, PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR

NOT CUSTOMER WILL HAVE INFORMED WPGA OF THE POSSIBILITY OR LIKELIHOOD OF ANY

SUCH DAMAGES.

13. The performance of any value-added service may void the manufacturer’s warranty and render

products non-returnable. Orders incorporating such services are, accordingly, non-cancelable and the

products are non-returnable. Any third party value-added service provider is deemed to be an agent of

customer.

14. Any software included in or relating to products is supplied by the manufacturer. WPGA makes no

representation or warranty with respect thereto and will have no liability in connection therewith. Customer

agrees to comply with the manufacturer’s or other requirements with regard to proprietary and similar rights

in and to such software (including any requirement to enter into a separate license agreement and

prohibitions against duplicating or disclosing the same), even if the seal on any “shrink wrapped” software

has been broken by WPGA, and will indemnify WPGA against and hold it harmless from any and all

liability, cost or expense arising from a breach or purported breach of such requirements.

15. WPGA may assign accounts receivable to a WPGA affiliate. In order to defray the cost of customer

account administration, any credit balance or other sum owed to customer which remains unclaimed by

customer for a period of eighteen months will become the property of WPGA.

16. No order may be cancelled, rescheduled or reconfigured without WPGA’s prior written authorization

and, in such event customer will be liable to WPGA for any additional costs and expenses incurred by

WPGA.

17. Prices are subject to change by WPGA upon customer rescheduling or reconfiguration of orders.

Prices are also subject to change in response to supplier price increases, whereupon, customer may

cancel the undelivered portion of any affected order by delivering written notice to WPGA prior to the

shipment thereof and within 10 days of its receipt of notice of any such price increase.

WPGA Inc