1. Title to goods will pass on delivery to the Carrier or to the Buyer at Seller's warehouse. Thereafter, all risk shall be borne by Buyer. No liability shall result from delay in performance or nonperformance of this agreement directly or indirectly caused by acts of God, accidents, riots, war, governmental acts or embargoes, government regulations, inadequate or interrupted transportation facilities, enemy action, fire, explosions, flood, labor trouble or shortage, inability to obtain suitable material, equipment, fuel or power, or arising from contingencies, happenings, or other causes beyond the reasonable control of Seller. Quantities so affected may be eliminated without liability but this agreement shall otherwise remain unaffected. Shipping dates are approximate and based on prompt receipt of all necessary information and materials by seller at its facility.

2. Seller makes no warranty of any kind, expressed or implied, including any warranties of merchantability or fitness for a particular purpose and buyer assumes all risk and liability for results obtained by the use of a the products covered by this contract, whether used singly or in combination with other products. Seller makes no warranty to subsequent buyers of products and/or integration of said products to end-users.

3. Complete warranty and liability is detailed on separate document, Chip Supply, Inc. Warranty, CSI-D-362 Rev -.

4. All prices quoted here are subject to any addition that may be necessary to cover any tax or charge now existing or hereafter imposed by Federal, State, or Municipal authorities upon products or services herein described, or the production, sale, distribution or delivery thereof, or upon any feature of this transaction.

5. Seller's liability hereunder for any damages is expressly limited to the purchase price of the products delivered. The remedy hereby provided shall be the exclusive and sole remedy of Buyer; Seller shall have no liability for consequential damages.

6. Failure of Buyer to give Seller notice of claim within 30 days from date of deliver shall constitute a waiver of all claims in respect to such products. No products shall be accepted for return without written authorization from Seller.

7. Seller hereby certifies that these products or the performance of the services covered herein were produced in compliance with all applicable requirements of the Fair Labor Standards, Act, as amended and other State and Federal labor laws.

8. Standard shipping terms shall be FOB Seller's Place of Business.

9. Scheduled delivery dates are firm and will not be changed if within 45 days of notification date. Scheduled delivery dates beyond 45 days may be accepted at Seller's sole discretion.

10. Each shipment shall be a separate transaction and payment shall be made accordingly. Unless otherwise agreed in writing, payment for products shall be made on the basis of net cash in U.S. dollars thirty (30) days from the date of invoice. If, in the exclusive judgment of Seller the financial condition of the Buyer at any time does not justify the commencement or continuance of production or shipment on the terms specified herein, Seller may, in addition to all other remedies it may have at law or in equity, make a written demand for full or partial payment in advance, suspend its performance until such payment is made and cancel the Buyer's order if such payment is not received by Seller within thirty (30) days after delivery in person or mailing of said demand by Seller. If the Buyer delays shipments, payments shall become due from the date when seller is prepared to make shipment. If the Buyer delays manufacture, payments shall thereupon be made based on the contract price and percent of completion. Products held for the Buyer shall be at the sole risk and expense of the Buyer.

11. CSI will endeavor to comply with delivery of the precise quantities specified in your order, but CSI will be deemed in compliance if the actual quantities shipped are within +/-10% of such specified quantities. The extended price in all cases will be the unit price multiplied by the quantity actually delivered.

12. If there is a cancellation prior to completion, Buyer shall be liable for all raw materials work-in-process and finished inventory in Seller's possession as follows:

However, such liability is limited to 45 days inventory usage or the inventory required to complete the contract whichever is lesser. Buyer also agrees that in the event of cancellation, the price per unit delivered will be re-billed at the appropriate price/quantity level.

13. No credit will be allowed on goods returned unless Seller has granted prior written permission.

14. Checks received from or for the account of Buyer, regardless of writings, legends, or notations on such check or of other writings, statements or documents may be applied against amounts owing by Buyer, without accord and satisfaction of Buyer's liability.

15. Buyer agrees to comply with all applicable U.S. export laws, regulations and orders. Specifically, but without limitation, Buyer agrees that it will not resell, re-export or ship, directly or indirectly, any Products or technical data in any form without obtaining appropriate export or re-export licenses from the U.S. Government. Buyer acknowledges that the applicable export laws, regulations and orders may differ from item to item and/or from time to time.

16. All materials and Products furnished by Seller and identified as containing Confidential Information must be held in confidence by the recipient using at least the degree of care the recipient uses for its own confidential information, but no less than reasonable care. Recipient may not disclose such materials or confidential information except to employees who require use of the materials in the performance of their duties. Confidential information does not include information in the public domain, information known to the recipient prior to any disclosure hereunder, information developed independently of any disclosure hereunder, information later communicated to the recipient by another without obligation of confidence, or information communicated by the owner to a third party free of any obligation of confidence. The recipient shall hold all confidential information and materials containing confidential information in confidence for three (3) years after receipt.

17. Any controversy or claim arising out of or relating to this agreement or any modification thereof, shall be settled by arbitration to be held in Orlando, Florida in accordance with the rules, then obtaining of the American Arbitration Association and judgment upon the award rendered may be entered in the highest court of the forum, state or federal having jurisdiction. The arbitrators sitting in any such controversy shall have no power to alter or modify any express provision of this agreement or render any award which by its terms effects any alterations or modification.

18. No modification of these terms and conditions shall be of any force unless reduced to writing and signed by the party claimed to be bound thereby. This acknowledgment supersedes Buyer's purchase order and contains entire agreement between Buyer and Seller.

19. The laws of the State of Florida hereto shall govern the validity, construction, and interpretation of this contract of sale and the rights and duties of the parties.