Standard Terms and Conditions

Except as otherwise agreed to in writing by MicroTek Electronics, Inc. ("MicroTek"), these terms and conditions shall govern all sales promotion, advertising or license of, and quotations covering purchase order for, products of MicroTek, and any provision of the BUYER's order deemed inconsistent herewith shall be waived. All orders are subject to acceptance and approval in writing by MicroTek.

Unless otherwise expressly provided herein, title passes to BUYER when products are delivered to the carrier. In all cases, risk of loss or damage to any such product in transit shall fall upon BUYER, whose responsibility it shall be to file claims with the carrier, which shall be deemed BUYER's agent. MicroTek accepts no responsibility and shall not be responsible for such claims with the carrier. Unless MicroTek receives specific shipping instructions from BUYER, which may subject BUYER to an additional charge, MicroTek will exercise its own discretion in selecting the method of shipment.

Shipping dates are approximate and are based upon prompt receipt of all necessary documents from BUYER. MicroTek reserves the right to make deliveries of product by installments, and when MicroTek cannot deliver the full amount of all orders on the agreed schedule, the right to allocate production lots among its various BUYERS then under contract for similar goods, in a commercially reasonable manner. MicroTek shall not be liable for delays in delivery, non-delivery, or other defaults by reason of any strike, lockout, accident, fire, flood, delays of carrier, acts of God, acts of BUYER, acts of civil or military authority, inability to obtain necessary fuel, power, labor, materials, or manufacturing facilities, or any other cause, occurrence, or contingency beyond the reasonable control of MicroTek. Nor shall MicroTek be liable for any special or consequential damages caused by any delay in delivery or failure to manufacture or deliver.

Unless otherwise agreed to in writing by MicroTek, all quotations expire thirty (30) days after the date of the quotation or at the end of the ordering period of any quantity discount agreement against which the quotation is issued, whichever date is earlier. All prices quoted are valid only if BUYER's requested delivery date (including change orders) is within three (3) months of the date on which the original order is placed. Prices stated do not include freight and any federal, state, municipal, or other government tax now or hereafter imposed upon the production, storage, sale, taxes, the BUYER, or in lieu thereof, the BUYER shall provide a tax exemption certificate acceptable to the taxing authorities.

Use of the MicroTek name, tradenames, logos, product images, and related information (in print- and/or electronic-forms) (collectively "MicroTek Property") is limited to BUYERs who have completed the Customer application process and are customers in good standing.

MicroTek grants BUYER permission to use the MicroTek Property subject to the following conditions: (1) all advertising of BUYER clearly indicates that it is advertising of BUYER, and is not advertising of MicroTek; (2) BUYER's advertising does not imply or suggest an association between BUYER and MicroTek other than that of buyer and seller; (3) BUYER's use of the MicroTek Property positively represents MicroTek and MicroTek's equipment and related services in a professional manner; (4) BUYER's trade name is more predominant on BUYER's advertising than MicroTek trademarks; (5) the appropriate trademark notice ( ™ or ® ) appears adjacent all MicroTek federally registered trademarks; (6) the Trademark Statement below appears in or at the end of all advertising wherein any MicroTek trademarks are used; (7) no modifications of any MicroTek Property are made; and (8) only product pricing within ten percent (10%) of MicroTek’s MSRP may be used for direct marketing or E-commerce promotion activities. Use for any other purpose is expressly prohibited, and may result in severe civil and criminal liabilities.

The use of MicroTek Property is authorized ONLY for promotion and sale of MicroTek products. Use of MicroTek Property does NOT imply any business association with MicroTek, other than that of buyer and seller.

MicroTek reserves the right to review BUYER's advertising and may: (1) specify and require changes to the advertising as a condition of use; or (2) refuse or revoke permission to use MicroTek Property by BUYER.

When MicroTek trademarks are used for the purpose of demonstrating an association between another company and MicroTek, permission is granted for their use provided that: (1) the applicable legend, "Authorized MicroTek Dealer, "Authorized MicroTek Distributor," or "Authorized MicroTek Systems Integrator" appears below BUYER's tradename; and (2) MicroTek has not specifically denied permission to BUYER.

MicroTek trademarks may not be used in any way that gives the impression that BUYER is part of MicroTek, or is the EXCLUSIVE Agent, Dealer, or Distributor for MicroTek.

Permission to use MicroTek Property for any other purpose is not granted, and must be specifically obtained in writing from the MicroTek Sales and Marketing Department.

MicroTek reserves the right to deny or revoke permission to use any of the MicroTek Property for any or no reason at any time.

MicroTek Electronics, Inc., the MicroTek Electronics, Inc. logos, and "MiniLink" are either trademarks or federally registered trademarks of MicroTek.

The following Trademark Statement must appear on any document that contains a MicroTek trademark:

"[the appropriate MicroTek trademark(s)] is a (are) trademark(s) of MicroTek – Lake Forest, CA, and may be registered in certain jurisdictions."

By mutual agreement an order may be suspended or changes may be made in quantity, specifications, place of delivery, or methods of shipment and packaging. If any such change causes an increase or decrease in the price of the equipment or in the time required for delivery, MicroTek shall promptly notify the BUYER and assert its claim within thirty (30) days from the date the change is agreed upon, and an equitable adjustment shall be made. In any event, changes shall not be binding upon, nor be put into effect by, either party unless confirmed in writing by its appropriate representative.

Unless special terms are requested from and agreed upon by MicroTek, all orders shall require 100% prepayment before product is shipped. Prepayment shall be made in U.S. dollars and may be in the form of wire transfer, approved credit card transaction, approved checks and drafts, money order, C.O.D., funds on account or any other transfer of funds satisfactory to MicroTek. In the case of checks and drafts, shipment will be made only after funds have cleared MicroTek's bank.

When MicroTek has extended credit to BUYER, invoices will be issued under date of shipment with terms of net thirty (30) days from date of invoice, subject to such changes as MicroTek may impose because of financial or credit conditions existing at time of shipment. In the event of an order for several units, each unit will be invoiced when shipped. Interest will be added to and be payable at the rate of 1.5% per month on all invoices not paid when due. Payment shall be made in U.S. dollars and may be in the form of wire transfer, approved credit card transaction, approved checks and drafts, money order, funds on account or any other transfer of funds satisfactory to MicroTek. All credit card transactions over $5,000 U.S. dollars are subject to a credit card handling fee of 3.5% of the invoice value. MicroTek reserves the right to modify these terms and conditions for export business and special projects.

All claims for shortages, defective, or incorrect products must be filed with MicroTek by BUYER within fifteen (15) days of receipt of the product. A Return Material Authorization (RMA) number must be obtained by BUYER from MicroTek prior to return of merchandise and must be written on the package returned and referred to in all related correspondence. MicroTek products may be returned within thirty (30) days of shipment provided the products are in like new condition and in the original packaging. Any product older than thirty (30) days will be repaired and returned in accordance with MicroTek’s warranty. All requests for advance replacements will require a new purchase order.

MicroTek extends the following Limited Warranty to the original owner/purchaser of this product: if this product, or any part or portion thereof, shall prove upon examination by MicroTek, to be defective in material or workmanship, MicroTek will repair or replace such part or portion at MicroTek’s option. The warranty period on the repaired or replaced part or portion of this product shall be limited to the unexpired term of the original warranty. The buyer shall be responsible for all shipping and transportation of the product to MicroTek for any performance under this warranty. Conditions and Exceptions: (a) Any accident to this product, any misuse or abuse, alternation, use in modified form, or any attempt to repair this product shall void this warranty. These conditions to the warranty include, but are not limited to, incorrect power connections, physical damage due to mechanical shock, exposure to moisture, and circuit modification; (b) Should this product prove defective following purchase, the buyer, not the manufacturer, distributor, or retailer, assumes the entire cost of all servicing or repair, except as otherwise provided by the terms of this warranty; (c) For breach of any written or implied warranty on this product, the buyer is limited to the following damages: (i) The cost of labor to repair or replace defective parts or portions of this product, and (ii) The cost of the repaired or replaced parts or portions of this product; (d) No other expressed or implied warranties have been made or will be made on behalf of MicroTek with respect to the sale, repair, installation, operation, or replacement of this product. MicroTek disclaims any implied warranty of merchantability of this product or its fitness for any purpose, and the buyer agrees that this product is sold “as is” and that the entire risk of the quality and performance of this product is with the buyer, except as otherwise provided by the terms of this warranty; (e) Some states/jurisdictions do not allow exclusions or limitations of incidental or consequential damages, or limitations on how long an implied warranty lasts, so the above exclusions or limitations may not apply to you. Contact MicroTek regarding return authorization for out of warranty repairs and any further product information.

The remedies provided herein are BUYER's sole and exclusive remedies. In no event shall MicroTek be liable for direct, indirect, special, incidental, or consequential damages (including loss of profits), whether based on contract, tort, or any other legal theory. The foregoing limitation of liability shall not apply in the event that any MicroTek product sold hereunder is determined by a court of competent jurisdiction to be defective and to have directly caused bodily injury, death, or property damage, provided that in no event shall MicroTek's liability for property damage exceed the greater of $5,000 or the purchase price of the specific product that caused such damage.

Unless otherwise agreed to in writing by MicroTek, copyrighted materials (printed documentation) may not be copied.

All proprietary information, specifically designated as such, which is disclosed by either party to the other in connection with purchase order, shall be used solely for purposes of the purchase order and shall be protected by the recipient from disclosure to others with the same degree of care as that accorded to the recipient's own proprietary information. Information will not be subject to this provision if (l) it is or becomes a matter of public knowledge without the fault of the recipient party; (2) it was a matter of written record in the recipient party's files prior to disclosure of it by the other party; (3) it was or is received by the recipient party from a third party under circumstances permitting its disclosure; or (4) its disclosure is required by a government agency.

MicroTek shall defend any litigation resulting from sales of its products/equipment if the litigation is based on a claim that MicroTek's equipment or any part of it furnished hereunder constitutes in itself any patent infringement. BUYER shall notify MicroTek upon its obtaining notice of such an impending claim, and shall cooperate fully with MicroTek in preparing a defense. MicroTek shall pay all damages and costs awarded therein against BUYER on grounds of patent infringement and shall reimburse BUYER for any expense it incurs on MicroTek's written request and authorization. If MicroTek's equipment or any part thereof is held to constitute patent infringement and the use thereof is enjoined, MicroTek shall, at its own expense, either procure for the BUYER the right to use MicroTek's equipment, or replace it with equipment that does not constitute patent infringement. MicroTek shall not have any liability to BUYER under any provision of this document if any patent infringement or claim thereof, is based upon the use of MicroTek's equipment in combination with equipment or devices not made by MicroTek, or in a manner for which MicroTek's equipment was not designed. The foregoing states the entire liability of MicroTek with respect to patent infringement relating to MicroTek's equipment, or any part thereof, ordered by BUYER.

BUYER's purchase or license of MicroTek's products represents acceptance of MicroTek's terms and conditions as stated herein. These Standard Terms and Conditions constitute the entire understanding of the parties and supersede all prior communications between the parties.