1.   Acceptance.  The terms of sale contained herein apply to all quotations made and purchase orders received by Seller and hereby become the exclusive binding agreement between the parties regarding the Products purchased.  THE ACCEPTANCE OF ANY OR ALL OF BUYER’S PURCHASE ORDER IS CONDITIONAL UPON BUYER’S ASSENT TO THE TERMS AND CONDITIONS IN THIS DOCUMENT AND IN SELLER’S RETURNED MERCHANDISE AUTHORIZATION (RMA) POLICY, INCORPORATED BY REFERENCE HEREIN IN LIEU OF THE TERMS CONTAINED IN BUYER’S PURCHASE ORDER.  Seller hereby rejects all provisions contained in communications from Buyer that conflict with or are inconsistent with the terms contained herein.  Seller’s failure to object to any of the provisions contained in Buyer’s documentation shall not be deemed a waiver of these provisions.

2.   Prices/Taxes.  Current prices and minimum order quantities are posted on our web site.  We may change any prices and minimum order quantities at any time, at our discretion, and any changes will apply to orders we receive after the effective date of the change.  Buyer will be billed at the prices stated at the time of order acceptance.  If such price is different from the price quoted Buyer, Buyer may, upon ten (10) days written notice from the date Seller gives such notice to Buyer, cancel this order without liability.  Failure to give such notice to Seller shall be deemed an acceptance of the new price.  If the prices are based on the purchase of a particular quantity of goods and Buyer fails to purchase that quantity, Seller shall have the right, in addition to any other remedies at law or equity, to the difference between the stated price and Seller’s standard prices for such goods in the quantity purchased by Buyer.  Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of customs, duties or taxes, and Buyer shall be responsible for all such applicable duties and taxes.  If exemption from such taxes is claimed, Buyer must provide a certificate of exemption at the time the Purchase Order is submitted to Seller, and shall indemnify Seller for any unpaid taxes in the event such exemption is not applicable.  You will bear all applicable federal, state, municipal and other taxes (such as sales or use or any similar taxes) in connection with your sale of the Products.

3.   Terms of Payment.  You may purchase Products under this Agreement at our website, fax or by telephone order.  Upon our acceptance of your order, we will produce an online purchase order confirmation, which specifies shipping date, total order pricing and other general terms and conditions.  You must notify us immediately of any errors.  Any changes made to an order after we have begun to process the order may be subject to cancellation fees and/or restocking charges.  The terms of payment are by credit card at the time of the order.  Seller reserves the right to modify payment terms or extend credit terms.  Failure to adhere to the terms will incur interest, bank and finance charges.  When partial shipments are made, payments shall become due in accordance with the designated terms for each shipment.  If Seller accepts partial payment in an amount less than the full amount of any invoice, such acceptance shall neither constitute a waiver of Seller’s right to collect the balance nor an accord and satisfaction, notwithstanding Seller’s endorsement of a check or other instrument.  In the event of Buyer’s bankruptcy or insolvency, Seller shall be entitled to cancel any order then outstanding without waiving any claims in law or equity.  If buyer fails to comply with payment terms, Seller reserves the right to withdraw credit, suspend or cancel performance under any or all orders or agreement and all Buyer’s obligations to Seller shall become immediately due and payable.

4.   Title and Delivery.  Shipment shall be F.O.B. Buyer’s location and the manner of shipment shall be at Seller’s option.  Seller shall be responsible for all shipping charges.  However, Seller reserves the right to change shipping terms and responsibility for payment.  Risk of loss will pass upon delivery to you.  All claims for loss or damage during shipment must be filed by Buyer with the carrier.  Claims against Seller for shortages occurring before delivery to carrier are subject to Buyer’s compliance with Seller’s RMA policy, incorporated by reference herein.  The sale of any of Seller’s products to Buyer in no way conveys to Buyer, either expressly or by implication, any intellectual property license whatsoever.  Seller expressly reserves its rights under any such claim.

5.   Warranty/Disclaimers.  Seller warrants that the Products delivered hereunder will be in accordance with Seller’s specifications under normal use and service for a period of one year from delivery.  Deviations from specifications which do not materially affect performance of the Products covered hereby shall not be deemed to constitute defects of material or workmanship or failure to comply with Product specifications.  The obligations of Seller and Buyer with respect to the warranty shall be governed by and according to Seller’s RMA policy, incorporated by reference herein.  Seller warrants that, at the time of sale, the Products sold to Buyer do not infringe any patent, copyright, trade secret, trademark or any other proprietary right of any third party.  Seller warrants that performance hereunder does not contravene the terms, provisions or conditions of any instrument or contract between Seller and any third parties.  The warranties contained herein shall extend only to Buyer and shall not apply to Buyer’s affiliates or customers.  BUYER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED IN THIS WARRANTY CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO IT WITH REGARD TO THE PRODUCTS.  EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION AND FOR THE INDEMNIFICATIONS GRANTED IN SECTIONS 6 AND 15, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ALL GUARANTEES AND ALL REPRESENTATIONS AS TO PERFORMANCE, INCLUDING ALL WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT ARISE FROM COURSE OF DEALING, CUSTOM OR TRADE AND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY.  FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE PRODUCTS FURNISHED BY SELLER HEREUNDER, ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY SELLER.

6.   Indemnification.  Both Buyer and Seller agree to indemnify and otherwise hold each other harmless from any and all claims, losses, damages, settlements, judgments, expenses (including reasonable attorneys’ and witness’ fees) and inabilities arising from or based upon the infringement or alleged infringement of the other party’s patent, copyright, trade secret, trademark or any other proprietary right of any third party with respect to its products.  You will immediately notify us in writing of any administrative or legal action or threatened action against you or us involving any of the Products, or any other product that you offer or sell at the Approved Location.

7.   Limitation of Liability.  IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM SELLER’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY GOODS SOLD PURSUANT HERETO. WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, THE NEGLIGENCE OF SELLER OR OTHERWISE. SELLER’S LIABILITY SHALL BE LIMITED SOLELY TO THE REPAIR OR REPLACEMENT OF PARTS OF THE PRODUCT UNDER THE WARRANTY CLAUSE HEREIN IF THE APPLICABLE WARRANTY PERIOD DESCRIBED IN THAT SECTION HAS NOT EXPIRED.  If such warranty period has expired, Seller shall not be liable for any damages or injuries.  It is agreed, however, that in no event shall Seller’s liability exceed the U.S. dollar amount equal to the amount paid by Buyer for the cost of the Products paid by Buyer.  THE DAMAGE LIMITATIONS PROVIDED IN THIS AGREEMENT AND THE REMEDIES STATED HEREIN SHALL BE EXCLUSIVE AND SHALL BE BUYER’S SOLE REMEDY.  THIS LIMITATION ON LIABILITY SHALL SURVIVE FAILURE OF ANY ESSENTIAL PURPOSE.

8.   Limitations of Use.  The Products sold hereunder are not designed for any application where product failure could lead to injury to persons or loss of life or catastrophic property damage, or (ii) expose itself to the risk of loss, expense, cost, liability, litigation and/or potential adverse verdict or judgment in relation to any such use of the Products.  Accordingly, Seller disclaims any and all liability, and should Buyer use or sell such Products for use in such applications, it does so at its own risk.  Furthermore, Buyer agrees to fully indemnify, defend and hold Seller harmless from and against (iii) any and all claims, demands, actions, litigation, and proceedings of any kind arising out of or related to such use or sale (“Use Claims”) and (iv) any and all liens, liabilities, awards, judgments, damages, costs, expenses (including reasonable attorney’s fees) arising out of or related to any Use Claim.

9.   Confidential Information.  Neither Seller nor Buyer shall publicly announce or disclose the existence of this contract or its terms and conditions or advertise or release any publicity regarding this contract without prior written consent of the other party.

10.   Rescheduling/Cancellation.  Seller may make changes to delivery date with Buyer’s agreement without liability.  No rescheduling or cancellation shall be permitted within thirty (30) days of the scheduled shipment date.  In the event Buyer cancels or reschedules within this period, Buyer shall be liable to Seller for the entire Product price.  The terms in this section are superseded by the provisions contained in section 11 herein.

11.   Product Discontinuance.  Buyer acknowledges that any of the Products may be discontinued by Seller or Seller’s supplier without prior notice to Buyer.  In the event of such discontinuance, Seller shall notify Buyer to the extent that any products ordered by Buyer are affected thereby.  In the event of such discontinuance, Seller reserves the right to terminate Buyer’s Order for any Product which has not been delivered and which is affected by such discontinuance without any liability to Seller.

12.   Acceptance and Returns.  You must inspect all Products promptly upon receipt and my reject any Products that fail in any material respect to conform to our description.  Products not rejected within forty-eight (48) hours of receipt are considered to have been accepted.  Rejected Products must be returned to us within three (3) days of the date on which we authorize return.  We will replace properly rejected Products, and will prepay transportation charges back to you and will reimburse you for reasonable costs of transportation you incurred in the return to us of the rejected Products.  Returns will not be accepted by Seller for any reason other than for:  (1) Product defects or damage occurring within the warranty period where Seller is found to have created the cause, or (ii) mishandled shipments created by Seller.  Return requests involving merchandise shipments must be brought to Seller’s attention within fifteen (15) days of original ship date.  Seller reserves the right to reject any request regarding mishandled shipments submitted more than fifteen (15) days after the original ship date.  In the event that Seller authorizes a return.  Seller reserves the right to credit, replace, or repair material at his discretion and Seller’s liability is limited to the provisions defined in section 7 herein.  Restocking charges may apply.

13.   Shipping.  In most cases, domestic orders received by 2 p.m. (PST) will ship from the Sellers warehouse by the next business day.   Domestic orders are processed, picked and shipped in the order that they are received.  Domestic orders are shipped via a commercial ground service with freight prepaid by the Seller on all invoices whose total exceeds $500.  Any other shipping service is available at an additional expense to the Buyer.  Seller will pay the ground rate charge based on weight and distance and the difference will be added to the Buyer’s invoice.   Changes to orders, once placed, are not accepted.

14.   Security Agreement.  Buyer hereby grants to Seller, its successors and assigns, a security interest in the Products to secure payment of the purchase price of the Products.  Default in payment of such price or any part of the price when due shall permit Seller, in its sole discretion, to declare all obligations of Buyer immediately due and payable, and in such event, Seller shall have all the rights and remedies of a secured party under applicable law.  In connection with the security interest granted herein, Seller is expressly authorized, at its discretion, to file one or more financing statements or other notices under applicable law naming Buyer as debtor and Seller as secured party.  Buyer agrees to execute such documents requested by Seller to record and otherwise perfect this security interest.

15.   Force Majeure.  Seller shall not be liable for any loss, delay or failure to perform resulting from any force majeure event, including but not limited to Acts of God, fire, natural disaster, labor stoppage, government intervention, war or military hostilities, inability of carriers to make scheduled deliveries, or any act beyond the reasonable control of the Seller.  Any delivery date may be extended, at Seller’s option, to the extent of any delay resulting from any force majeure event.

16.   Assignment.  Neither Buyer nor Seller shall assign this order or any interest therein or any rights thereunder without the prior written consent of the other party.

17.   Notice.  Any notice or report required or permitted by these terms and conditions shall be in writing and shall be deemed given if delivered personally or if sent by either party to the other by confirmed overnight delivery or by certified or registered mail, return receipt requested, postage prepaid, addressed to the other party to its address as set forth on the Purchase Order or at such other address as such party shall designate by notice hereunder.  Where Buyer is giving notice to Seller, all notices shall be sent to the attention of Buyer’s account representative or customer service representative.

21.   Governing Law.  The terms and conditions of sale stated herein shall be governed by and construed according to the laws of the State of California without regard to conflict of laws provisions.  Each party consents to jurisdiction in Orange County Superior Court, State of California or in the United States District Court, Southern District in Orange County, California.

22.   Modifications.  No modifications to these terms and conditions herein shall be enforceable except when in writing and signed by both parties, unless otherwise expressly stated herein.

23.   Severability.  Any provision hereof which is prohibited or unenforceable shall, as to such jurisdictions, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity of such provision in any other jurisdiction.

24.   Waiver.  No waiver of any breach of any provision of these terms and conditions shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

25.   Attorneys Fees and Arbitration.  In any claim arising under these terms and conditions, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.  Any controversy or claim arising under this agreement that cannot be resolved by the parties themselves must be settled exclusively by binding arbitration in Orange County, California, according to the Commercial Arbitration Rules of the American Arbitration Association and the laws of the State of California.  Any award will be in writing and will be final and binding on the parties and judgment may be entered on it in any court of competent jurisdiction.

26.   Entire Agreement.  The terms and conditions contained herein constitute the entire agreement between Buyer and Seller with respect to the Products purchased.