Technical Devices Company (TDC) is a reseller and distributor of consumer and industrial products. These General Terms and Conditions of Sale (General Ts and Cs) of TDC shall apply to all sales of:(1) Goods, all manufacturer, supplier, vendor, service provider or licensor goods, services or products distributed or resold by TDC, including but not limited to, tools, supplies, solder products, static control products, electronic equipment, electronic components, computer systems, equipment (hardware and software), software, documentation, media, consulting services, installation services, support and/or maintenance services, Internet services, design, engineering and software development services and any other third party services, including any manufacturer's customization and/or alterations to its products (Goods);(2) Services, all value added services performed to Buyer's specifications and pro-active value added services offered and performed without TDC specifications, or its subcontractors on Goods, including, but not limited to, stock replenishment programs, purchasing services programs, product special marking labeling or packaging, systems integration, cable/harness assembly, programming, tape and reeling, kitting and electronic assembly services, as well as consulting, installation and other specified services performed by TDC (Services) and(3) Products, all Goods sold to Buyer with or without TDC value added Services are collectively referred to as (Products). All of TDC's manufacturers, suppliers, vendors, service providers and/or licensors are collectively referred to as (Suppliers). For certain distributor value added Services, TDC utilizes additional or special terms and conditions of sale (Special Ts and Cs/Program Guidelines) and these General Ts and Cs are subject to any such additional or special terms where such additional and or special terms so designate. These General Ts and Cs are also subject to any additional terms contained in any agreement, statement of work, amendment, addendum or other writing signed by TDC and each such writing, together with these General Ts and Cs (the Agreement), is deemed to incorporate these General Ts and Cs as if fully set forth therein. All orders are subject to approval by TDC at its corporate headquarters in Salt Lake City, Utah. Any amendment, waiver or other alteration by TDC shall be effective only if made in a writing signed by a designated officer or director of TDC.

1. Entire Agreement.Notwithstanding any different or additional terms or conditions contained in Buyer's purchase order or other communication, TDC accepts Buyer's order only on the condition that Buyer expressly accepts and assents to the terms and conditions contained in this Agreement. In the absence of Buyer's acceptance hereof, TDC's commencement of performance or TDC's acknowledgment of Buyer's purchase order, shall be for Buyer's convenience only and shall not be construed as TDC's acceptance of any of Buyer's terms. Any confirmation by Buyer that states different or additional terms shall operate as an acceptance of these terms, but TDC hereby objects to and rejects such different or additional terms and any such different or additional terms shall be deemed to be material alterations and notice of objection to them is hereby given. In addition, Buyer's acceptance of any Products shall be deemed to be acceptance of all of the terms and conditions stated in this Agreement. TDC hereby objects to any additional, contradictory or different terms contained in any initial or subsequent order or communication from Buyer pertaining to the Products, including, but not limited to, any indemnification or date century compliance warranty provisions. Any notice by Buyer objecting to these terms must be in a writing separate from any form purchase order. TDC's failure to object specifically to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions contained in this Agreement.

2. Payment. In cases where TDC grants Buyer payment terms, invoices are due and payable net 30 days from date of invoice, unless otherwise stated. Buyer's outstanding unpaid balances shall be subject to a finance charge of 1-1/2% per month until paid in full (or such lower rate as may be the maximum permitted by law). Buyer shall also pay TDC's cost of collection (including reasonable attorney's fees). Payments received may be applied by TDC against any obligation owed by Buyer to TDC. TDC may refuse or delay shipments if Buyer fails to pay promptly any payments due TDC. Any authorized early payment discounts must be taken at the time of invoice payment and will be calculated from the invoice date to the date payment is received by TDC. Any unauthorized early payment discounts taken by Buyer may be billed back by TDC to Buyer. All payments must be in U.S. Dollars. All credits issued by TDC shall permanently expire one (1) year from the date of issuance.

3. Price & Taxes. Unless otherwise specified all prices are F.O.B. point of origin (TDC's warehouse facilities and/or TDC's Suppliers' warehouse facilities). Written quotations are valid for 30 days from issuance. TDC may increase the price of any Products ordered by Buyer but not yet shipped by TDC if TDC's cost for such Products has been increased by TDC's Supplier. TDC may increase its quoted price by a percentage equal to the percentage of increase in TDC's cost for Products and Buyer agrees to pay such increased price in accordance with this Agreement. Buyer shall pay (and prices do not include) all sales, use, services, excise, tariffs, duties or similar taxes or charges unless Buyer provides TDC with valid tax exemption certificates.

4. Delivery. Unless otherwise specified Products are shipped F.O.B. point of origin (TDC's warehouse facilities and/or TDC's Suppliers' warehouse facilities). Title and risk of loss shall pass upon TDC's delivery of Products to carrier. Buyer shall pay all freight, handling, delivery, special packing and insurance charges for shipments of Products. Choice of carrier and shipping method and route shall be at TDC's election. TDC shall have the right to deliver all Products covered hereby at one time or in partial shipments from time to time, within the agreed time for delivery. TDC shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of TDC, including, but not limited to, force majeure, acts of God, acts or omission of Buyer, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, quarantine restrictions, flood, natural disasters, riot, war, delays in transportation or inability to obtain necessary labor, materials or supplies. In the event of any such delay, the set date of delivery, if any, shall be extended for a reasonable period, or, the delivery may be canceled at TDC's option.

5. Acceptance. Upon receipt of Products Buyer agrees to inspect and/or test Products. Inspection or testing shall be completed promptly and in no event later than 7 days after delivery of Products. Products shall be deemed accepted by Buyer unless Buyer provides TDC, within 7 days of the initial inspection period, a written notice specifying all defects or discrepancies in the quality or quantity of Products.

6. NCNR (Special Order) Materials. Any Product that is or becomes designated as NCNR (non-cancelable, non-returnable) or Special Order (special order, non-cancelable, non-returnable) shall be considered strictly as non-cancelable, non-returnable and non-reschedulable. Buyer assumes full liability for any Product (NCNR Materials) that: (a) has been shipped to Buyer and/or (b) is being held in TDC's inventory for Buyer and/or (c) has been ordered by TDC from and been manufactured by TDC's Supplier, in whole or in part, and/or (d) is part work-in-process and/or pre-built value enhanced Product being held in TDC's or its subcontractor's inventory for Buyer. Buyer shall pay any cancellation charges invoiced to TDC by its Supplier with respect to NCNR Materials, as well as any related labor, transportation, raw materials and storage costs.

7. Cancellation/Rescheduling. Except for NCNR materials, Buyer may cancel or reschedule orders prior to delivery to the carrier only upon 30 days written notice and written consent of TDC. If TDC consents to the cancellation of an order for Products, in TDC's discretion, Buyer shall pay TDC any Supplier's restocking fee and reasonable cancellation charges. Buyer may only request rescheduling of deliveries for orders having an original delivery date of no less than 60 days from the date a written rescheduling request is received by TDC. If Buyer requests an accelerated delivery date, TDC will use its commercially reasonable efforts to meet such request. If Buyer requests a delayed delivery date, the rescheduled delivery date may not be greater than 60 days later than the original delivery date. Any extra cost incurred by TDC to meet Buyer's request for rescheduling/cancellation will be Buyer's responsibility.

8. Returns. Buyer may only return Products with TDC's consent and in accordance with TDC's Return Policy. Upon confirmation of right to return, TDC shall issue or cause to be issued a Return Material Authorization. Buyer shall return Products F.O.B. Buyer's plant (to TDC's warehouse facilities and/or TDC's Suppliers' warehouse facilities), freight prepaid, in accordance with TDC's instructions in their original package and in good condition, without alteration. Upon receipt of returned Products which comply with this Section 8 and TDC's Return Policy, TDC has the right to issue and Buyer agrees to accept a credit memo in the amount of the value of the returned Products which may be used as a credit toward future purchases for a period of one (1) year after issuance.

9. Statements of Work. Sales of certain Products require a mutually agreed upon written statement of work and specifications. All specifications are based solely upon information provided by Buyer unless otherwise expressly agreed to by both parties in writing.  Buyer represents and warrants that all specifications shall be accurate and complete. Buyer represents and warrants that it owns and/or has the right to use any intellectual property contained in its specifications provided to TDC and/or its Suppliers or subcontractors. Buyer agrees to indemnify and hold TDC, its Suppliers and subcontractors (which parties shall be third party beneficiaries of this section 9) harmless from any third party claim as to any such intellectual property rights that may arise out of Buyer's specifications (including, but not limited to, reasonable attorney fees, court costs and costs of investigation and defense).

10. Warranty and Warranty Limitations. TDC warrants that the Goods will be free from defects in materials and workmanship pursuant to TDC's pass through warranty of TDC's Suppliers' warranty.Buyer acknowledges that TDC acts solely as a third party distributor of Goods and that only the Supplier of Goods is responsible to Buyer, TDC and third parties for all defects, breaches, liability, claims, damages, obligations, and costs and expenses related to Goods (whether legal or equitable). Buyer agrees to look solely to the Supplier of the Goods for all Claims whether arising from breaches of Supplier's warranty or otherwise and for any maintenance, support, repair or replacement or other remedy with respect to Goods. TDC transfers to Buyer any transferable warranty and indemnity made to TDC by Supplier of Goods to the extent transferable and permitted by law. TDC makes no representation, covenant or warranty with respect to the extent or enforceability of Supplier's warranty or indemnity. TDC warrants that Services will be performed in a workmanlike manner and will substantially conform to the agreed to specifications at the time of performance. Unless otherwise expressly agreed in writing by TDC, TDC warrants its Services for a period of 10 days from the earlier of the date of completion of said Services or shipment of Products to Buyer. TDC does not warrant results or achievements of Services and TDC is not responsible for the work or activity of any non-TDC person. TDC makes no other warranty, express or implied, with respect to Goods or Services. TDC DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO (A) THE MERCHANTABILITY OF PRODUCTS, (B) THE FITNESS OF PRODUCTS FOR ANY PARTICULAR PURPOSE OR USE OF BUYER, (C) WHETHER THE USE OF THE ITEMS OR SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE, (D) WHETHER THE ITEMS OR SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR OTHER MALFUNCTION CAUSED BY THE PROCESSING OF OR OCCURRENCE OF ANY DATE, (E) ARISING BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (F) NONINFRINGEMENT OR (G) TITLE TO SOFTWARE. Buyer's sole and exclusive remedy for nonconforming Products shall be, at TDC's option, the replacement or repair of Goods or reperformance of Services at TDC's cost or TDC's refund of purchase price. No repair, replacement or reperformance shall extend any warranty period.

11. Limitation of Liability. IN NO EVENT SHALL TDC'S LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE PURCHASE PRICE OF PRODUCTS.

12. Limitation of Damages. BUYER SHALL IN NO EVENT BE ENTITLED TO, AND TDC SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, TO LOSS OF PROFIT, PROMOTIONAL AND/OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION AND/OR LOSS OF CUSTOMERS OR DATA.

13. Supplier Restrictions as to Use of Products. Buyer acknowledges that absent express written authorization from the applicable Supplier, Products are not designed for and are not permitted to be used in connection with life support systems, human implantation, medical devices, nuclear facilities, nuclear systems or weapons, aviation, mass transit, acts of terrorism or any applications where failure or malfunction could lead to possible loss of life or catastrophic property damage. Buyer acknowledges notice of Supplier's restrictions with regard to use of Products. If Buyer or its direct or indirect customer uses Products for any of these applications, Buyer agrees to indemnify, defend and hold TDC, its subcontractors and Suppliers in respect of such Product (which parties are third party beneficiaries of this section 13) harmless from any and all claims, damages or liability (including, but not limited to, reasonable attorney fees, court costs, and costs of investigation and defense) arising from such unauthorized use of such Products.

14. Intellectual Property. TDC shall have no liability or obligation in connection with any claims of infringement to any patent, trademark, copyright, trade secret or other proprietary right or information.

15. Advice. If technical advice is offered or provided in connection with the sale of any Products it is provided as an accommodation to Buyer, without charge, and TDC does not warrant and has no responsibility or liability whatsoever for the content of or use of such advice. This includes advice on product selection and product use application.

16. Security for Obligations. To secure the payment of the purchase price of Products sold, Buyer grants TDC a purchase money security interest in all Products sold under this Agreement whether constituting equipment, inventory, goods, fixtures, payment intangibles and/or general intangibles, including all accessions to and replacements thereof, and all proceeds of the foregoing. Buyer authorizes TDC to file one or more financing statements signed only by TDC without Buyer's signature and to use a copy of this Agreement as an exhibit to any financing statement. Upon TDC's request, Buyer shall execute any additional documents, instruments, financing statements or amendments to perfect or continue the security interest created by this Agreement. TDC shall have all of the rights and remedies of a secured party under the Uniform Commercial Code in effect in the State of rom time to time, which remedies shall be cumulative and not exclusive.

17. Compliance with Export Laws; FCPA. Buyer agrees to comply will all US Export, Import, Anti-boycott laws and with the United States Foreign Corrupt Practices Act. Buyer agrees not to, and agrees not to permit any of its customers to, sell, market, export, transfer, or re-export Products (including software with encryption), Services, technical data or technology to any restricted country or to any company, individual or governmental entity listed in the Table of Denial Orders published from time to time by the U.S. Government (called denied parties). If it exports any Products, Buyer will be the exporter of record and will obtain any licenses or authorizations from the US Department of Commerce or the US Department of State required for the export or reexport of any Products (or encrypted Products), Services, technical data or technology. Buyer agrees that its employees and agents will not offer, pay, promise to pay, give or promise to give any money or anything of value, directly or through third parties, to any government official, political party, political official, candidate for political office or to any other person, while knowing or having reason to know that all or a portion of such money or thing of value will be offered, paid, given or promised, directly or indirectly, for purposes or influencing any act or decision of any of the foregoing persons or entities or inducing any of the foregoing persons or entities to use his, her or its influence with a government entity or instrumentality to affect or influence any act or decision of such government entity or instrumentality. Buyer represents and warrants that none of its officers, directors or employees is an official or employee of a government entity or instrumentality. Buyer agrees not to employ any such individual during the term of this Agreement without the prior written consent of TDC. Buyer agrees to indemnify, defend and hold TDC harmless and any of its Suppliers from losses, claims or damages incurred (including, but not limited to, reasonable attorney fees, court costs, and costs of investigation and defense) by TDC because of Buyer's failure to comply with this Section or Section 19. Products sold under a US Government contract shall be governed by those FARS or DFARS which pertain to the sale of commercial items (as defined in the FARS or DFARS, as the case may be).

18. Disputes. All unresolved disputes under this Agreement concerning or in connection with Products shall be resolved in a court of competent jurisdiction for the location of TDC's place of business filling the order, except that orders placed and paid for through TDC's Internet Website shall be maintained in courts sitting within the State of Utah, Salt Lake County. Buyer consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. No action or other claim, regardless of form, arising out of or in any way connected with or related to Products, may be brought by Buyer more than one (1) year after the cause of the action or claim has accrued.

19. General. All agreements, covenants, conditions and provisions contained herein shall apply to and bind the assignees and successors in interest of TDC and Buyer. Buyer agrees that its conduct and use or resale of Products sold by TDC shall be in compliance with all applicable laws. This Agreement is not assignable by Buyer without TDC's prior written consent. Facsimile signatures or other reliable means of authentication by which Buyer signifies its assent to this Agreement shall be effective to bind Buyer to this Agreement. The waiver by TDC of any breach or default shall not be deemed to be a waiver of any later breach or default. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time. If any provision or portion of this Agreement is held to be invalid, illegal, unconscionable or unenforceable, the other provisions and portions shall not be affected. The headings are used for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Any clerical errors are subject to correction. This Agreement shall be governed by the laws of the State of Utah. [All shipping terms shall be interpreted in accordance with INCOTERMS 2000 which, unless expressly stated in writing, shall supersede any inconsistent term set forth in this Agreement. This Agreement shall not be governed by the UN Convention on the International Sale of Goods.]