Sanyo Components Direct

Except as otherwise agreed by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION in writing, the following terms and conditions (“Agreement”) will apply to all orders received and all sales made by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION.

GENERAL

TAXES

Except as otherwise expressly stated herein, the prices do not include federal, state or local sales, use, goods and services, excise or other similar taxes applicable to goods or services involved in this transaction. All such taxes shall be paid by Buyer, unless Buyer provides SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION with evidence satisfactory to SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION of exemption from such taxes. When SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION is required by law or regulation to collect such taxes, Buyer agrees that SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION will add such taxes to the sale price of the goods or services.

PRICES

The sale price(s) for the Products are accepted as stated on SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s order acknowledgment (if any) or other official documentation provided by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION and will include the cost of SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s usual factory tests and inspections. The prices set forth herein are not subject to trade or other discounts. All quotations of SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION expire thirty (30) calendar days from the date given. The price to Buyer for any Products shall be the applicable published price or valid written quote in effect at the time or order entry. All prices are subject to change without notice and may be subject to any increase which may be in effect on the date of shipment. Except as otherwise expressly stated herein, any service calls or other service work performed by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION shall be at Buyer’s expense in accordance with SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s standard rates for such services. Buyer acknowledges that the pricing of the Products and services and the other terms of this Agreement have been set based on the sections of this Agreement providing for an agreed allocation of the risk for any defective Products or services between the parties. Buyer further acknowledges that the pricing and terms would have been different if there had been a different allocation of the risk.

DELIVERY, TITLE PASSAGE AND INSURANCE

1. Delivery. Delivery or shipping dates are approximate only and merely represent SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s best estimate of the time required to make delivery or shipment. Time is not of the essence with respect to the transaction(s) covered by this Agreement, except with respect to Buyer’s obligation to make all related payments. SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s obligations hereunder will be dependent upon SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s ability to obtain the necessary raw materials. SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION will not be liable for any loss or expense (direct, incidental, indirect, economic, consequential or otherwise) incurred by Buyer as a result of any delay in delivery for any reason other than arbitrary refusal by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION to perform without cause. Lead time on orders and rescheduling are governed at SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s discretion.

2. Title Passage for Sales. Except as otherwise expressly stated herein, all deliveries hereunder will be FOB Norwood, NJ, via a carrier selected by Buyer at its option, or otherwise by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION, freight collect, to Buyer and will be packed in SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s standard commercial shipping packages. In all such cases title and risk of loss or damage will pass to Buyer upon SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s delivery of the Products to the carrier for shipment to Buyer and no loss or damage will relieve Buyer of any obligation hereunder, including payment for lost or damaged Products. Charges for shipping may not reflect net transportation costs paid by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION. Buyer shall reimburse SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION for any and all costs of storage incurred by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION after the date that SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION is prepared to make shipment.

3. Insurance. Buyer will pay, or reimburse SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION for, all insurance on the products. Any insurance proceeds collected by Buyer for SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s account will be promptly remitted to SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION in U.S. Dollars. Any insurance policies purchased, whether by Buyer or SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION, will be for the benefit of SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION, whether or not SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION is named as an insured in such policies, until title and risk of loss or damage to the Products pass to Buyer. Where possible, all insurance policies will provide that they are for the benefit of SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION and Buyer “as their interests may appear.”

PAYMENT TERMS

All Payment due in advance of shipment unless otherwise approved by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION.

FORCE MAJEURE

LIMITED WARRANTY; SUSTAINABILITY

1. Except as otherwise stated herein or in an order acknowledgment (if any) delivered to Buyer, SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION warrants to Buyer that the Products (1) shall be free of defects in materials and workmanship for the warranty periods (“Warranty Period”) from date of shipment to Buyer; and (2) shall be free of liens and encumbrances when shipped to Buyer. SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s warranties will not apply to any Product with respect to which there has been (i) improper installation or testing, (ii) failure to provide a suitable operating environment, (iii) use of the Product for purposes other than that for which it was designed, (iv) failure to monitor or operate the Product in accordance with applicable SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION specifications and good industry practice, (v) unauthorized attachment or removal or alteration of any part of the Product, (vi) unusual mechanical, physical or electrical stress, (vii) modifications or repairs done by other than SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION , (viii) mishandling during shipment of the Product; or (ix) any other abuse, misuse, neglect or accident. NO LASER DIODE THAT HAS BEEN REMOVED FROM ANTISTATIC PROTECTION WILL BE ACCEPTED AS AN RMA UNDER ANY CIRCUMSTANCES. In no circumstance shall SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION have any liability or obligation with respect to expenses, liabilities or losses associated with the installation or removal of any Product or the installation or removal of any components for inspection, testing or redesign occasioned by any defect or by repair or replacement of a Product.

2. Buyer shall notify SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION in writing promptly (and in no case later than thirty (30) calendar days after discovery) of the failure of any Product to conform to the warranty set forth above, shall describe in commercially reasonable detail in such notice the symptoms associated with such failure, and shall provide to SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION the opportunity to inspect such Products as installed, if possible. The notice must be received by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION during the Warranty Period for such Product. Unless otherwise directed in writing by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION, within thirty (30) calendar days after submitting such notice, Buyer shall package the allegedly defective Product in its original shipping carton(s) or a functional equivalent and shall ship it to SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION.

4. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, THEIR NONINFRINGEMENT, OR OTHERWISE. NO EMPLOYEE OF SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION OR ANY OTHER PARTY IS AUTHORIZED TO MAKE ANY OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS FOR THE GOODS OTHER THAN THE WARRANTY SET FORTH HEREIN. SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’S LIABILITY UNDER THE WARRANTY SHALL BE LIMITED TO A REFUND OF THE PURCHASE PRICE OF THE PRODUCT. IN NO EVENT SHALL SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION BE LIABLE FOR THE COST OF PROCUREMENT OR INSTALLATION OF SUBSTITUTE GOODS BY BUYER OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES.

5. Buyer assumes the risk and agrees to indemnify SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION against and hold SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION harmless from all liability relating to (i) assessing the suitability for Buyer’s intended use of the Products and of any system design or drawing and (ii) determining the compliance of Buyer’s use of the Products with applicable laws, regulations, codes and standards. Buyer retains and accepts full responsibility for all warranty and other claims relating to, or arising from, Buyer’s products which include or incorporate Products or components manufactured or supplied by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION. Buyer is solely responsible for any and all representations and warranties regarding the products made or authorized by Buyer. Buyer will indemnify SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION and hold SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION harmless from any liability, claims, loss, cost or expenses (including legal fees) attributable to Buyer’s products or representations or warranties concerning same.

LIMITATION OF LIABILITY; INDEMNITY

Notwithstanding any other provision herein or in any other document or communication, (a) SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s liability and obligations with respect to any claim(s) resulting or arising from or relating to this Agreement, whether in contract, strict liability, tort or otherwise, and even if Buyer’s exclusive remedy fails of its essential purpose, shall in no event exceed in the aggregate the total purchase price received by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION for the Products (or, in the case of obligations arising from or relating to particular Products or services rendered in connection herewith, the purchase price of such Products or amount received by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION for such services, respectively), and (b) SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION shall in no event be liable to Buyer or any other person or entity, whether in contract, strict liability, tort or otherwise, for special, indirect or consequential damages of any kind whatsoever, or claims of any third parties. By accepting delivery of the Products ordered, Buyer agrees that it indemnifies and holds harmless SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities.

MEDICAL AND MILITARY APPLICATIONS

In connection with any anticipated use of Products by Buyer in medical applications, except for SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s Precision Interconnect Products, Buyer acknowledges and agrees that:

1. SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s Products are manufactured under normal industrial conditions, which may not satisfy the requirements applicable to products manufactured for certain medical applications. It is the sole responsibility of persons contemplating medical uses of SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s Products to comply with all applicable laws, regulations, codes and standards, including but not limited to the U.S. Federal Food, Drug and Cosmetic Act and regulations of the Food and Drug Administration. SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s Products have not been designed, manufactured, tested or qualified for use in certain medical applications (including life support systems) and SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION has not sought or received any rulings from the FDA or any other federal, state, or local government agency as to the safety, effectiveness or appropriateness of its Products for such applications. Persons intending to evaluate or to use SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s Products for medical purposes must rely on their own medical and legal judgment without any representation on SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s part.

2. Buyer shall not use the Products purchased from SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION hereunder for military purposes, nor shall directly or indirectly use them in the development, production or handling of conventional weapons or weapons of mass destruction, including without limitation, nuclear weapons, chemical weapons or biological weapons and missiles. Moreover, Buyer shall not sell or transfer the Products to a third party or parties who, Buyer knows or there is a sufficient reason to suspect so, might use the Products for military purposes or might directly or indirectly use the Products in the development, production or handling of conventional weapons or weapons of mass destruction, including but not limited to, nuclear, chemical or biological weapons and missiles.

3. Buyer will indemnify, defend, and hold harmless SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION and its officers, directors, employees, agents, and contractors from and against any and all losses, claims, damages, liabilities, and expenses (including attorneys’ fees) arising out of or based upon any bodily injury or property damage arising from Buyer’s incorporation of Products as part of any product made by Buyer for medical or military applications. SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION shall give Buyer written notice of any such claim and shall cooperate in the defense of such claim at Buyer’s expense.

ACCEPTANCE; RETURNS

Buyer shall inspect Products promptly upon their receipt. Unless Buyer notifies SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION in writing within thirty (30) calendar days after the receipt of Products or the rendering of services that the Products or services are nonconforming, describing the nonconformity in commercially reasonable detail, Buyer shall be deemed to have accepted the Products or services. Acceptance as aforesaid shall constitute acknowledgment of full performance by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION of all its obligations hereunder. No products delivered and accepted under this Agreement are subject to returns except upon (a) written approval of SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION and (b) payment of a fair and equitable restocking charge as determined by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s restocking charge policy at the time of return.

CANCELLATION

All Purchases are Non-Cancelable and Non-Returnable.

RESCHEDULES

Buyer may only reschedule an order with SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s written consent, which may be granted or withheld in SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s sole and absolute discretion. A reschedule should not extend further than an additional thirty (30) calendar days from original ship date requested. Reschedules may be subject to a ten percent (10%) penalty, as determined by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION, based on total amount of the order or portion of the order rescheduled.

NON-WAIVER OF DEFAULT

No failure by SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION to insist on strict performance of any term or condition hereof shall constitute a waiver of such term or condition or any breach thereof, nor shall such failure in any way affect SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s legal remedies with respect to any default by Buyer hereunder.

APPLICABLE LAW

This Agreement and the sale of goods and services hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding laws directing the application of the laws of another jurisdiction, and Buyer hereby attorns to such exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not, for any purpose, govern or apply to the sale of goods and services or any transactions, performance or disputes hereunder.

ASSIGNMENT

Buyer may not transfer or assign this Agreement or any interest herein, by operation of law or otherwise, without the prior express written consent of SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION, which may be granted or withheld in SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION’s sole and absolute discretion. Any attempted transfer or assignment without such consent shall be void. SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION may assign its rights and delegate its duties hereunder.

ENTIRE AGREEMENT; MODIFICATION

This Agreement supersedes all prior written and oral agreements and understandings between SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION and Buyer with respect to the Products and services specified herein. No representation or statement not contained herein shall be binding upon SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION as a representation, warranty or condition or otherwise. No addition to or waiver, modification or cancellation of any provision hereof shall be binding upon SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION unless in writing and signed by a duly authorized representative of SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION .

NOTICES

All notices and other communications hereunder shall be in writing and shall be mailed by first-class, registered, express or certified mail, postage prepaid, to the parties hereto at their respective designated addresses, subject to the right of either party to change such address upon ten (10) calendar days prior written notice.

EXPORT CONTROL

Buyer acknowledges that Products, software, and technical information provided under this Agreement are subject to U.S. and other export laws and regulations. Buyer agrees not to export, re-export, transfer, or transmit the Products, software, or technical information except in compliance with all such laws and regulation. This sale is subject to any applicable governmental approvals and, at SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION ’s request, Buyer agrees to sign written assurances and other export-related documents as may be required for SANYO ELECTRONIC DEVICE SALES (USA) CORPORATION to comply with export laws and regulations.

Terms & Conditions