Maverick Electronics, Inc.

SELLERS TERMS AND CONDITIONS OF QUOTATION/SALE

Maverick Electronics, Inc.(Seller”) quotation, sale and/or acceptance of Buyers Purchase Order (Order”) for Sellers Goods and/or Services is expressly conditioned upon Buyer’s assent to the below Terms and Conditions. Buyer’s acceptance of Seller’s Goods is also deemed by the Parties to be Buyer’s assent to

such terms.

1. General

All Terms and Conditions of Quotation/Sale are as follows except as specifically noted on the face of the Seller’s Acknowledgement, Sales Order or Quotation.

2. DELIVERY, DELAYS AND PERFORMANCE

No liability shall result from delay in performance or non-performance of this Agreement

directly or indirectly caused by fire, explosion, accidents, flood, labor trouble or shortage, ware, act of regulation or any government, inability to obtain suitable material, equipment, fuel power, or transportation or act of God; or arising from contingencies , happenings, or causes beyond the control of the parties affected. Quantities of Goods so affected by any such circumstances may be eliminated from the Order without liability, but this Agreement shall otherwise remain unaffected.

3. F.O.B./EX WORKS POINT

All sales are made for U.S. buyers F.O.B. (and for foreign buyers, EX WORKS, per Maverick’s

2000) at Sellers Facility, Whitesboro, TX, U.S.A. Seller’s Liability ceases as to delivery and risk of loss ceases upon making delivery of the Goods purchased hereunder to carrier at said shipping point in good condition; the carrier acting as Buyer’s agent.

4. ASSIGNMENT

The buyer shall not assign its Order or any interest therein or any rights thereunder without the prior written consent of Seller.

5. TAXES

Buyer shall reimburse the Seller for all taxes, excises or other charges which the Seller may be required to pay to any domestic government (national state or local) upon the sale, production or transportation of the Goods sold hereunder, and for international operations (export sales). Additionally all taxes, licenses, duties, and governmental exactions by whatever name known which may be levied or assessed on or account of the Goods sold hereunder, or their documents.

6. PAYMENTS

Payments shall be made to Seller in strict accordance with the agreed upon payment terms. Each shipment shall be considered a separate and independent transaction. If performance by Seller or shipments are delayed by the Buyer, payments shall become due on the date

when the Seller is prepared to make shipment and such payments shall be made based on the purchase price and the percentage of completion. The seller reserves the right to ship its Goods and make collection by sight draft with Bill of Lading attached.

7. PRICE

Prices and terms are not subject to verbal changes or other agreements unless approved in writing by the seller. Prices are based on costs and conditions existing on the date of quotation and are subject to change by the seller before final acceptance. Prices do not include export

or special packaging, compliance testing or inspection charges. Buyer shall have no right to access or Seller’s cost or pricing data or other book and records.

8. NON-WAIVER-CONFLICTING TERMS AND CONDITIONS

Any failure at any time of Buyer or Seller to enforce any provision hereof shall not constitute a waiver of such provision nor prejudice the right of Buyer of Seller to enforce such provisions at any subsequent time. Insofar as any terms and conditions of the Buyer’s Order conflict with the Seller’s terms and conditions contained herein, the latter shall govern, irrespective of whether the Buyer accepts the Seller’s terms and conditions by written acknowledgement , by implication, or acceptance and payment of Goods ordered hereunder. Terms and conditions proposed by Buyer that are inconsistent with those stated herein are waived by Buyer.

9. PROPRIETARY RIGHTS

Any of Seller’s data and its Goods furnished or acquired by Buyer providing confidential or proprietary information concerning Seller’s trade secrets, such as, but not limited to, any formula, design, engineering drawings, device or compilation of information, including Seller’s manufacturing methods or processes, treatment and chemical composition of materials and tooling shall be kept confidential by Buyer, and not disclosed to third parties without Seller’s express written permission. And, Buyer shall not use such data, in whole or in part, or the Goods, to copy, redesign, reverse engineer, replicate or manufacture (or enable manufacture by itself or any third party) the Goods, products similar thereto or products derived therefrom without Seller’s express written permission. The price for the Goods does not include any such data and information.

10. PATENT DATA

(a) Seller warrants that the use or sale of its Goods will not infringe the claims or any United States patent governing the Goods themselves for a period of twelve months after the Goods are delivered to Buyer. Seller does not warrant against patent infringement by reason of the use of its Goods in combination with others or in the operation of any process.

Buyer assumes liability for patent and copyright infringement when goods are made to buyer’s specifications. Buyer shall indemnify and hold Seller harmless from all damages and costs related to such infringement.

(b) All technical advice, specification data, recommendations and services are rendered by the seller free of charge and while based on data believed to be reliable, they are intended for use by skilled persons at their own risk. Seller assumes no responsibility to buyer for events resulting or damages incurred from improper use. They are not to be taken as a license to operate under or intended to suggest infringement of any existing patent.

11. DISPUTES/COLLECTION

Should Seller initiate collection (in court or otherwise) against the Buyer by reason of Buyers failure to make payment in accordance with Seller’s payment terms or other disputed contract interpretation, then the prevailing Party in such action shall be paid all costs (including its reasonable attorney fees) actually incurred in connection with such action, or any appeal there, from the other party regardless of any otherwise applicable court schedule used in connection with the determination thereof. In any such action the laws of the State of Texas, U.S.A. shall apply, except for its internal conflict of laws provision. This contract excludes the application of the 1980 United Nations Convention for the International Sale of Goods. Any dispute between buyer and Seller may be brought in any competent jurisdiction.

12. ACCEPTANCE

Final acceptance or rejection of the Goods shall be made promptly as practical after the delivery to Buyer; however, unless earlier rejected, the Goods shall be deemed by the parties to be accepted within thirty (30) days after delivery to Buyer. Upon acceptance of each unit of Goods, Buyer waives any right to revoke such acceptance for any reason, weather known or unknown to Buyer at the time of acceptance. Any defect or nonconformance becoming apparent in the Goods after such acceptance shall be corrected under and subject to, the conditions of the Article herein entitled Warranty.

13. CANCELLATION, STOP WORK ORDERS

Cancellations of an Order may be accepted with the specified written approval of the Seller and shall be subject to cancellation charges with will include all expenditures made and committed for the Order with a reasonable allowance for prorated overhead expenses, profit and cost for preparing, submitting and negotiation of Seller’s termination claim.

14. WARRANTY

(a) Seller warrants all Goods to be furnished under an Order to be free from defects due to faulty workmanship or material for the period of 30 days from the date of delivery to the buyer.

(b) Seller neither expressly nor impliedly warrants against defects in design, workmanship and materials of parts or materials supplied by others and utilized by the seller in such Goods. Seller shall give the Buyer (insofar as it is assignable) the benefits of any express written warranties given to seller by such manufacturer or other vendors. Seller shall have no

obligation to process any warranty claim against such manufacturer and supplier for the benefit of the Buyer.

(c) Seller neither expressly nor impliedly warrants, or makes any representation whatsoever, as to service life of such Goods since conditions of usage and experienced service life are neither within the control of nor knowledge of Seller.

(d) This warranty will apply only on the condition that:

(1) Buyer delivers written notice of its claim under this clause to seller within such warranty period, but not later than fifteen (15) days after discovery of the defect which is the basis for its claim;

(2) Buyer delivers such goods to Seller at its plant, FOB or EX WORKS, as applicable, to Whitesboro, TX, USA within thirty (30) days after such written notice;

(3) Seller determines (in its sole discretion) that such goods are defective and have not been subject to accident, abuse or misuse, and have been operated and maintained in accordance with the manufacturer’s recommendations and specifications; and

(4) The goods have not been the subject of a replication (i.e., reverse engineering) program, either formal or informal, sponsored or supported by the U.S. Government or any other entity.

(e) The obligations and liabilities of Seller under this Warranty are expressly limited to the replacement or the repair by Seller of such Goods, and shall not include any removal, disassembly, failure analyzing fault isolation, inspection, retrofit or reinstallation costs incident to such correction or replacement.

(g) THE WARRANTY PROVIDED IN THIS ARTICLE 14, AND THE OBLIGATIONS AND LIABILITIES OF SELLER AND THE RIGHTS AND REMIDIES OF BUYER HEREUNDER, ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND SELLER HEREBY DISCLAIMS, AND BUYER HEREBY WAIVES, ALL WARRANTIES AND LIABILITIESOF SELL AND ALL

CLAIMS AND REMIDIES OF THE BUYER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT IN ANY GOODS, INCLUDING WITHOUT LIMITATION, ANY (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE, (C) RECOVERY BASED UPON TORT, WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE, AND (D) ANY RECOVERY BASED UPON DAMAGED PROPERTY, OR OTHERWISE BASED UPON LOSS OF USE OR PROFIT OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS WARRANTY SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY SELLER AND BUYER. IN THE EVENT THAT AN PROVISIONS HEREOF SHOULD FOR ANY REASON BE HELD INEFFECTIVE, THE REMAINDER OF THIS WARRANTY SHALL REMAIN IN FULL FORCE AND EFFECT.

15. EXTENT OF SELLER’S LIABILITY

Seller will not have any liability or liquidated damages, penalties, fees, or for collateral, indirect, incidental, consequential or special damages, including loss of profits or loss of use, and the aggregate total liability of any damages under an Order shall in no event exceed its contract price of one of the Goods giving rise to the claim (or claims) or liability, whether resulting from delays in delivery or performance, breach of warranty, claims of negligent manufacturing, patent or copyright infringement, or otherwise. Buyer agrees to indemnify and hold harmless Seller from all claims by third parties which extend beyond the foregoing limitations of Seller’s liability.

16. BUYER FURNISHED MATERIAL

When a quotation or Order specifies that material is to be furnished by the Buyer, ample allowances shall be made by the Buyer for reasonable spoilage or scrap of the material so as to facilitate efficient, timely production by Seller

17. EXPORT AND IMPORT COMPLIANCE

Buyer and Seller (hereafter also known collectively as “Parties”) shall comply with the laws and regulations of the United States of America (USA) relating to exports and foreign transactions, including but not limited to, the International Traffic in Arms Regulations (ITAR) (22 C.F.R.

Parts 120-130), the Arms Export Control Act (22 U.S.C. 2778), the Export Administration Regulation (EAR) (15 C.F.R. Parts 730-774) and the Export Administration Act of 1979, as amended (50 U.S.C. 2401 et. Seq.). In particular, the Parties shall not disclose any technical data nor deliver, export, re-export or re-transfer any Goods out of the USA, or to foreign persons or entities within or outside the USA, without the proper written authorization and/or licenses from the U.S. Government. Buyer hereby indemnifies and agrees to hold Seller harmless from any costs, damages, penalties, attorney’s fees and similar expenses of Seller due to Buyer’s breach (or threatened breach) of such obligation. The parties shall reasonably

cooperate with each other in obtaining all required export and import licenses, approvals and/or notifications pursuant to such U.S. laws.

18. PACKAGING

Good Commercial Practice and standard marking is included.

Maverick Electronics, Inc assumes no liability for any rework charges that may arise out of defective parts. Unless otherwise quoted all parts do not come with Mfg C of C.