WE GLADLY ACCEPT YOUR OFFER, BUT THIS ACCEPTANCE IS EXPRESSLY MADE CONDITIONAL ON ASSENT TO OUR ADDITIONAL AND DIFFERENT TERMS AND CONDITIONS. The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Light-Waves Electronics, Inc. ("Light-Waves") to Light-Waves' customers ("Customer"). 1. ORDERS. Orders will be initiated by Customer issuing a purchase order ("Purchase Order") to Light-Waves. Purchase Orders will identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders are subject to Light-Waves' acceptance and to these Terms and Conditions. Customer may, without charge, cancel an order for standard Products provided such order is scheduled for shipment by Light-Waves more than sixty (60) days after Light-Waves receives written notice of cancellation from Customer. Customer requests to cancel an order for standard Products scheduled for shipment by Light-Waves within sixty (60) days after Light-Waves receives written notice of cancellation may be accepted by Light-Waves in its sole discretion, which acceptance may be subject to Customer's accepting a charge determined in writing by Light-Waves. Customer requests to reschedule are subject to acceptance by Light-Waves in its sole discretion. Orders may not be canceled or rescheduled after delivery by Light-Waves to the carrier. Customer may not cancel orders for non-standard Products. Non-standard products include, without limitation, Products which are special orders, custom orders, orders for non-standard products, products which do not appear on Light-Waves' line card, products not customarily in stock, orders for value-added products, products to be assembled in kit form and products identified as "NCNR" or otherwise non-cancelable and non-returnable. 2. PRICES. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased. Prices for any rescheduled deliveries may be increased by Light-Waves in the event of an increase in Light-Waves' prices or costs or causes beyond Light-Waves' reasonable control. The amount of all Federal, State and local sales, use, excise and similar taxes or other charges now or hereafter imposed by any government authority which may be paid by Light-Waves or for which Light-Waves may be liable shall be paid to Light-Waves by Customer in addition to the purchase price of the Products. 3. TERMS OF PAYMENT. (a) Payment is net thirty (30) days from date of invoice. Orders are subject to credit approval by Light-Waves, which may in its sole discretion at any time change the terms of Customer's credit or require advance payment or payment by official bank check. If Light-Waves reasonably believes that Customer's ability to make payments is impaired, Light-Waves may cancel any order or remaining balance thereof, and Customer will remain liable to pay Light-Waves for Products already shipped. Customer will submit such financial information as Light-Waves may reasonably require for determination of credit terms. (b) Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by Light-Waves against any obligation owing by Customer to Light-Waves under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to Light-Waves. The acceptance by Light-Waves of such check will not constitute a waiver of Light-Waves' right to pursue the collection of any remaining balance. (c) Customer will pay the entire net amount of each invoice from Light-Waves pursuant to the terms of such invoice without offset or deduction. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Light-Waves may pursue any legal or equitable remedies, in which event Light-Waves will be entitled to reimbursement for costs of collection and reasonable attorneys' fees. 4. DELIVERY AND TITLE. (a) Light-Waves will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by Light-Waves are estimates only and that Light-Waves will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Light-Waves unless specifically designated by Customer. (b) All shipments by Light-Waves are F.O.B. point of shipment (Light-Waves' facility) and the amount of all transportation charges from Light-Waves' facility shall be paid to Light-Waves by the Customer in addition to the purchase price of the Products. Subject to Light-Waves' right of stoppage in transit, delivery to a carrier will constitute delivery to Customer, and risk of loss will thereupon pass to Customer; however, title shall remain in Light-Waves until payment in full for the Products by Customer. (c) Claims for shortages and damage must be made to carrier within ten (10) days after delivery. (d) Products invoiced and held by Light-Waves at Customer's request will be held at Customer's risk and expense. (e) Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Thereafter, delivery will be timely unless prior to shipment Light-Waves has received written notice of cancellation. Delivery of a quantity which does not vary by more than ten percent (10%) from the quantity specified therefore will constitute full performance of such delivery. Delay in delivery of one installment will entitle Customer to cancel that installment only. 5. LIMITED WARRANTY AND LIMITATION OF LIABILITIES. Light-Waves warrants to Customer that Products purchased hereunder will conform to the applicable manufacturer's specifications for such Products and that any value-added work performed by Light-Waves on such Products will conform to applicable Customer's specifications relating to such work. Light-Waves makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, LIGHT-WAVES MAKES NO WARRANTY RESPECTING THE MERCHANTABILIITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. However, Light-Waves will transfer to Customer whatever transferable warranties and indemnities Light-Waves receives from the manufacturer of the Products. With respect to Products which do not meet applicable manufacturer's specifications and with respect to value-added work by Light-Waves which does not meet applicable Customer's specifications, Light-Waves' liability is limited (at Light-Waves' election) to (1) refund of Customer's purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such Products; provided, however, that such Products must be returned to Light-Waves, along with acceptable evidence of purchase, within twenty (20) days from date of delivery, transportation charges prepaid. CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND LIGHT-WAVES SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS. CUSTOMER'S RECOVERY FROM LIGHT-WAVES FOR ANY CLAIM SHALL NOT EXCEED CUSTOMER'S PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. 6. PRODUCT RETURNS. Customer is deemed to have accepted the Products unless written notice of rejection is received by Light-Waves within ten (10) days after delivery. Customer waives any right to reject or revoke acceptance thereafter. No return of Products will be accepted by Light-Waves without a return material authorization number (RMA No.), which will be issued in Light-Waves' sole discretion. Returned Products must be in original shipping cartons and must be complete with all packing materials. If returned Products are claimed to be defective, a complete written description of the nature of the defect must accompany all returned Products. All items not eligible for return will be returned to Customer, transportation collect. Returns may also be subject to a 15% restocking charge. 7. USE OF PRODUCTS IN LIFE SUPPORT, MEDICAL EQUIPMENT AND NUCLEAR APPLICATIONS. Products sold by Light-Waves are not designed for use in life support or nuclear applications. Light-Waves' customers using or selling Products for use in life support, medical equipment or nuclear applications do so at their own risk, agree that Light-Waves and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use, and agree to fully indemnify, defend and hold harmless Light-Waves and the manufacturer of the Products from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with the use or performance of Products in life support or nuclear applications. 8. STATEMENTS AND ADVICE. If statements or advice, technical or otherwise, is offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge and Light-Waves will have no responsibilities or liabilities whatsoever for the content or use of such statements or advice. 9. FORCE MAJEURE. Light-Waves will not will be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, epidemics, quarantine restrictions, riots, or war. Light-Waves' time for delivery or performance will be extended by the period of such delay or Light-Waves may, at its option, cancel any order or remaining part thereof without liability by giving notice to Customer. 10. GENERAL. (a) The Terms and Conditions may not be modified or cancelled without Light-Waves' written agreement. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party effecting the purchase and/or sale of Products. (b) No rights, duties, agreements or obligations hereunder may be assigned or transferred by either party without the prior written consent of the other. The obligations, rights, terms and conditions hereof will be binding upon and inure to the benefit of the parties hereto and their successors and assigns. (c) The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein or of any subsequent breach or default of any kind or nature. (d) Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. (e) The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Oregon, County of Multnomah. The parties hereby expressly opt out of the Convention for the International Sale of Goods.