The following terms and conditions apply to all purchase orders accepted and all quotations submitted by Mi-Wave®, hereinafter referred to as Mi-Wave®.  Orders accepted by Mi-Wave® are based on Buyer’s acceptance of these Terms and Conditions.  Return of this acknowledgement by Mi-Wave®, and only such acknowledgement, constitutes acceptance of the Buyer’s purchase order.  Acceptance by the Buyer of merchandise shipped against any purchase order acknowledges acceptance of the Terms and Conditions set forth in this document.  Failure of Mi-Wave® to enforce any of these provisions does not relieve Buyer from all Terms and Conditions contained herein.

 The term payment is net thirty (30) days FOB the Mi-Wave® facility where commitment to shipping carrier is made.  Firms not on open account will be required to prepay or accept material COD.

 Cancellation of an order by the Buyer will be subject to payment of all costs incurred up to the date of notification of termination.  Buyer will accept all finished goods, work in progress, and direct material.  Costs will be calculated using standard accounting procedures including profit and G & A.  If said termination is a result of reduction or cancellation of a Government contract to the Buyer, the provisions of the current applicable Defense Acquisition Regulations shall apply.

 Mi-Waves’® warranty obligations shall be limited to, at Mi-Waves’®option, repairing, replacing, or granting a credit at the purchase order price for items returned to Mi-Wave® at the Buyer’s expense within 90 days of delivery that are determined to be defective by analysis at Mi-Waves’® facility.  Material that has been misapplied, mechanically or electrically over stressed, repaired or altered in any way will not be warranteed.  Mi-Wave® warrants that its products conform to applicable specifications and are free from defects in material or workmanship.  No other warranties exist or are implied. This warranty is not transferable.

 Repairs at the Buyer’s expense will only be accepted when accompanied by a purchase order issued to Mi-Wave® for estimated cost to repair.  RMA’s are issued only for in warranty repairs.

 Quoted prices shall be valid and firm for thirty (30) days.  All prices are subject to change without notice.  Prices accepted by the Buyer and acknowledged by Mi-Wave® shall remain in effect throughout the term of the Purchase Order unless otherwise agreed to in writing by both parties.

Mi-Wave® will not be responsible for delays caused by events outside of its control.  Mi-Wave® assumes no liability of any kind resulting from failure to meet delivery schedules.

 All applicable taxes will appear on invoices issued by Mi-Wave® to be paid by the Buyer, unless a properly executed exemption certificate is received with the purchase order or shipment and invoicing.

 Mi-Wave® agrees to indemnify Buyer against actions brought against the Buyer for infringement of valid patents.  Mi-Wave® will not be a party to an action resulting from the use of its components in a collection or assembly of components that are alleged to violate a patented circuit, system, equipment, assembly or any combination of components so described.  Immediate notification of Mi-Wave® regarding any action relating to patents or infringement of same is required but in no case shall such notice be delayed in excess of five (5) working days.

 Further, delivery of components to the Buyer does in no way imply any license agreement regarding patents or disclosures held or in process by Mi-Wave® .  All rights under such patents remain with Mi-Wave®.

 Source inspection of material or components by the Buyer or any designate of his will be quoted as a separate line item.  Failure to include this line item will not relieve the Buyer from the obligation of payment for said service.  Source inspection that requires witnessing of electrical tests must be preceded by mutual acceptance of a test procedure.  Such test procedure, if generated by Mi-Wave®, will be at the expense of the Buyer. 

 Mi-Wave® may change, delete, or add additional conditions without notice.  Such changes will be made a part of all quotes and acceptance of purchase orders.