GENERAL POLICY: Unless otherwise agreed to, in writing, by STB Electrical Test Equipment, Inc. (herein after known as STB), the following terms and conditions shall govern all sales:

PURCHASE ORDERS: The offer represented by the quotation may be accepted only by the submission of a written purchase order that refers to the quotation by number. Such orders shall specify the part number, quantity of each product ordered, the requested shipping date and destinations and invoice address. Buyer's submission of a purchase order referring to the quotation number or Buyer's identification number in quote shall be deemed to be acceptance of these terms and conditions without qualification, notwithstanding the presence of any additional or different terms on such orders. Any substitutions offered or submitted are subject to approval unless otherwise noted.

PRICE POLICY: Unless otherwise indicated, the prices set forth in the attached quotation are valid for thirty (30) days from the date of the quotation and apply only to products scheduled for shipment within six (6) months from the date of Buyer's purchase order. Prices specified as preliminary are issued for the convenience of the Buyer and represent a best estimate, based on initial analysis of the Buyer's requirements. If, after first shipment, the price appears inappropriate, STB reserves the right to issue a new quotation applicable to all subsequent shipments.

Prices specified as preliminary are issued for the convenience of the Buyer and represent a best estimate, based on initial analysis of the Buyer's requirements. If, after first shipment, the price appears inappropriate, STB reserves the right to issue a new quotation applicable to all subsequent shipments.

CREDIT TERMS: STB will submit an invoice to the Buyer for each shipment at the time of shipment. Terms are Net thirty (30) days from the invoice date, with a penalty of 1 1/2 %, or the maximum allowable by law, applied after thirty days. No cash discounts are allowed. Minimum billing is $25.00. If, in the judgment of STB, the financial condition or record of payment does not justify shipment on the above terms, STB may require payment in advance or payment on delivery.

TAXES:The prices quoted are exclusive of all state and local sales, use, excise, privilege and similar taxes. Such taxes imposed on STB or which STB has a duty to collect in connection with the sale, delivery, or use of products purchased here under shall be paid by the Buyer. For those exempt from such taxes, Buyer shall furnish to STB a certificate of exemption from the applicable taxing authority.

SCHEDULING OF SHIPMENTS: STB will schedule shipments based on Buyer's request and STB's shipping capability at the time the Buyer's order is accepted. Upon such acceptance, STB will issue the Buyer an acknowledgment indicating the estimated shipping dates.

RESCHEDULING OF SHIPMENTS: No reschedule of shipments will be acknowledged if they are requested within four (4) weeks of original delivery request. Excessive reschedule requests: two (2) or more on the same line item or purchase order are subject to a fee. In any event, all products rescheduled must be shipped within six (6) months of original purchase order request.

CANCELLATION: Buyer may request that a scheduled shipment be canceled at any time upon submission of a written request to STB. All special order cancellations are subject to a fee. All off-the-shelf item cancellations are subject to a 25% restocking charge. Buyer shall also pay for all work in process relative to each shipment canceled and for any special tooling charges not previously paid.

SHIPPING AND DELIVERY: : STB will use its best effort to ship on or before the estimated shipping dates specified in STB's acknowledgment. STB shall not be liable for delay in delivery due to (1) fires, floods, strikes or other labor disputes, accidents to machinery, acts of sabotage, riots, precedence or priorities granted at the request of, or for government or any subdivision or agency thereof, delays in transportation or lack of transportation facilities, restriction imposed by Federal or State legislation or rules or regulations there under, acts of nature or acts of God, or (2) any cause beyond the control of STB. In no event shall STB be liable to consequential loss or damage on account of delays. Claims for any loss due to shipment of STB products must be filed with the carrier. The receipt of shipment by the Buyer upon its delivery shall constitute a waiver of all claims. Any claim for shortage must be made within thirty (30) days from the date of shipment.

Unless otherwise indicated, delivery shall be FOB STB's shipping dock in Auburn. All shipments are sent United Parcel Service Ground unless otherwise specified. STB shall not thereby assume any liability in connection with the shipment. The price quoted does not include freight and insurance. Products will be shipped prepaid and buyer will pay the appropriate freight and insurance charges that will be shown as separate items on the invoices.

TITLE: Title and risk of loss for products purchased here under shall pass to the Buyer upon possession by the carrier. STB reserves a security interest in each product shipped until the entire amount due therefore has been paid. In the event of Buyer's default in payment or any other breach of the agreement, STB or its legal representative may enter Buyer's premises and may dismantle, repossess and remove any products sold under the agreement, including products that might have become fixtures. Buyer will not hold STB liable for any action taken pursuant to this paragraph. The rights of STB provided by this paragraph will be in addition to any other rights under applicable law, all of which will be cumulative.

RETURNED MATERIALS: No materials will be accepted for return without the Buyer first obtaining a Returned Materials Authorization (RMA) Number from STB. All material accepted for return must be shipped prepaid, and a twenty-five percent (25%) restocking charge paid. All claims for returns must be made within thirty (30) days of shipment.

NON-RECURRING ENGINEERING: Any designs or materials created by STB, even though paid for by the Buyer as a separate item, shall be considered the property of STB. The Buyer will be billed semiannually for any maintenance charges incurred to maintain either Buyer-provided design or STB-provided design paid for by the Buyer as a separate item. Any design materials, including but not limited to computer programs or data, provided by the Buyer shall be considered Buyer's property and shall be used by STB at the Buyer's risk. STB's possession of the Buyer's property will not be disclosed to any third party, but STB will not assume liability in the event such property is obtained from STB.

WARRANTY: STB Electrical Test Equipment, Inc. warrants to Buyer that the equipment to be delivered to Buyer will be free from defects in material and workmanship when used as specified in the written instructions furnished with the product, or, if no written instructions are provided, under normal and proper use, for the life of the unit. Should any failure to conform to the above appear the Company agrees to notification and confirmation that the equipment has been stored, installed, operated and maintained in accordance with recommendations of STB and Standard Industry Practice to correct the nonconformity at STB's option either by repairing any defective part, or parts, or by making available by STB a repaired or replacement part. The foregoing shall constitute the sole remedy of the purchase and sole liability of the Company, and the Company specifically disavows any other representation, warranty, or liability relating to the conditions or use of the product.

LIMITATION OF LIABILITY: The foregoing warranty is exclusive, and the remedies provided herein above with respect thereto are also exclusive. STB Electrical Test Equipment's liability on any claim of any kind, including negligence, shall in no case exceed the price of the equipment or part thereof which gives rise to the claim. STB shall not be liable for any penalty or for any special or consequential damages or claims of third parties against the Buyer. All warranties are void in the event that repairs are performed on any STB product by anyone other than STB or STB's authorized agent.

ASSIGNMENT: Neither the offer represented by the quotation nor any purchase order submitted there under may be assigned or transferred in whole or in part without the prior written consent of STB. No attempt to assign or transfer in violation of this provision shall be valid or binding upon STB.

GOVERNING LAW: The offer represented by the quotation, and right of the parties there under, shall be governed by and construed in accordance with the laws of the State of California in force at the time of agreement.
To the extent that terms and conditions printed on the attached quote hereon conflict with those terms and conditions stated herein, those differences printed on the quote shall control.

PENALTY CLAUSE: In no event does STB Electrical Test Equipment, Inc., agree to pay any amount identified as a penalty or as liquidated damages for failure to meet a shipping schedule, unless a specific agreement to that effect is made in writing and signed by an officer of STB Electrical Test Equipment, Inc.