OPHIRRF GENERAL TERMS AND CONDITIONS

1. GENERAL: The quotation and proposal including any technical data contained therein, is furnished by OPHIR RF, hereinafter called the Seller, solely for the exclusive use of the Purchaser and on condition that information contained therein will not be distributed to any other party by Purchaser. Furthermore, Seller hereby reserves the right not to disclose to Purchaser any technical data developed exclusively at Seller’s expense, either in conjunction with proposed work or with any other prior contract.

2. PRICE: All prices, with the exception of the OPHIRRF GSA Federal Supply Schedule, are F.O.B. Los Angeles, California, and subject to change without notice at any time prior to formal acknowledgment of order by Seller. These prices supercede all previous prices. Prices do not include taxes, freight, or insurance.

3. TAXES: Any tax, duty or other charges now or hereafter levied upon the sale, use, or shipment of material and equipment ordered, or sold, is not included in Seller’s price and will be charged to, and paid for, by Purchaser.

4. DELIVERY: Shipment date is computed from date of acknowledgment of order, or in case of special or custom products, from date all necessary information is received. Shipment date is estimated and is subject to change due to causes not under the Seller’s control, including but not limited to strikes and other labor difficulties, material shortages, fires, accidents, orders or requests of government authorities and delay in a scheduled delivery. In no circumstance shall Seller have any liability for loss of use or for any incidental or consequential damages due to change of delivery schedule.

5. ACCEPTANCE: Acceptance of this offer is expressly limited to the exact terms contained herein. If Purchaser’s order form is used for acceptance of this order it is expressly understood and agreed that the terms and conditions of such order shall not apply unless agreed to by Seller in writing.

6. CANCELLATION / TERMINATION: Purchase order may be terminated or canceled by Purchaser only on the express consent of Seller. Purchaser shall pay Seller actual costs and expenses for work in process and material committed and a reasonable profit thereon. All orders submitted for cancellation within 30 days of scheduled ship date will be subject to 100% cancellation cost. Seller may cancel purchase order without penalty. If Purchaser fails to comply with terms and conditions of order or becomes bankrupt of insolvent, Seller assumes no responsibility for cost of re-procurement by Purchaser.

7. WARRANTY: Seller warrants each of its products to be free from defects in materials and in workmanship. The limit of liability under this warranty is to repair or replace any products or part thereof which shall within one year after delivery to the original user be returned, shipping costs prepaid and insured, to Seller be limited to the repair or replacement of Seller’s products and shall not extend to any incidental or consequential damages there from. Disassembly of any product by anyone other than an authorized representative of the Seller voids the obligations to repair or replace any products disassembled. In addition, Seller assumes no responsibility for goods returned without Seller’s written authorization.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXCEPT THAT OF TITLE, WHETHER WRITTEN, ORAL IMPLIED, IN FACT OR IN LAW (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR A PARTICULAR PURPOSE).

8. LIMITATION OF LIABILITY: In no event shall Seller or its suppliers be liable to the Purchaser or any third party in contract, lot (including negligence), warranty or otherwise for any special, indirect, incidental, or consequential damages. Seller’s liability will be limited to repair, replacement, or issuance of credit for purchase price at Seller’s option. Purchaser agrees to indemnify Seller for all costs in connection with such claims. The remedies of Purchaser set forth in this order shall be exclusive.

9. RISK OF LOSS OR DAMAGE: Risk or loss of, or damage to, the furnished equipment, or any other portion thereof, from any cause whatever shall pass to the Purchaser upon delivery of the equipment or any portion thereof, to the carrier F.O.B. point of shipment.

10. TERMS OF PAYMENT: The terms of payment are net thirty (30) days after each shipment. Partial shipments may be made at Seller’s option and each such shipment is subject to immediate invoicing. Seller will charge 1.5 percent interest per month (18 percent per annum) on all balances not paid within designated terms.

11. INSPECTION: Inspections and / or tests to be witnessed by Purchaser or its designated Representative(s) shall be specified at time of order placement. If no inspections are specified, Seller may proceed with tests and/or shipment in accordance with Seller's standard practices. Seller does not assume costs for disassembly for inspection purposes should the Purchaser’s inspector not arrive within the specified testing time.

12. DRAWINGS AND PROCEDURES: Purchaser shall promptly furnish Seller with all data that has been reviewed for full operating conditions, information, instructions, procedures, and drawings requisite to execution of order requirements. Seller shall furnish Purchaser the outline drawings only for the products as necessary. Above-mentioned documents shall be furnished in accordance with order requirements. Where required, Purchaser shall promptly return one (1) set of those documents marked with his approval.

13. PATENTS: Seller shall defend at its own expense any suit or action brought against Purchaser based on claim that the equipment or any part thereof, furnished thereunder, constitutes an infringement of any patent of the United States. If notified promptly in writing and given authority, information, and assistance for the defense of it, and Seller shall pay all damages and costs awarded therein against the Purchaser. In case the furnished equipment or any part thereof is held to constitute an infringement, and its use is enjoined, Seller shall, at its own expense, either procure for Purchaser the right to continuing use of the equipment or modify it so it becomes non-infringing, or replace it with non-infringing equipment, or as a last resort, remove said equipment or any part thereof and refund price of the equipment or the part.

14. LAWS, PERMITS, REGULATIONS AND CODED: Provided Purchaser furnished Seller with applicable laws, ordinances, coded, or regulations prior to award of order, Seller shall comply unless otherwise noted. The date of Seller’s proposal shall be considered the limiting date in effect for such laws, ordinances, coded, or regulations.

Dec-02