Nortican Inc.

1. ORDER

A purchase order will constitute a contract between Nortican, hereinafter referred to as The Seller, and the Purchaser when accepted in writing by The Seller. A contract resulting from the acceptance of an order may be cancelled or altered by the Purchaser only if agreed to in writing by The Seller, subject to payment of reasonable charges necessary to protect The Seller from loss.

2. PRICE

1. The Sellers’ prices do not include sales, use, excise, import, export or similar taxes or transportation charges. Consequently, in addition to the price specified herein or in the quotation, the amount of any present or future sales, use, excise, or other similar tax applicable to the sale or use of the products hereunder shall be paid by the Purchaser or, in lieu thereof, the Purchaser shall provide The Seller with a tax-exemption certificate acceptable to the taxing authorities.
2. All quotations are made and orders accepted on the basis of Seller’s prices in effect at the time of shipment, except as otherwise specifically agreed in writing. All prices are subject to change without notice.
3. Any taxes or fees, which the Seller may be required to pay or collect, will be charged to the Purchaser.
4. Unless otherwise stated all prices are FOB in US$, Seller’s facility Incoterms 2000 and do not include insurance, duties, taxes, and similar charges.

3. TERMS

Unless otherwise stated, in writing, payment by the Purchaser shall be made in US Dollars, before shipment from The Seller's facility. Net Terms are subject to approved credit. If shipments are delayed by the Purchaser, payments shall become due on the date when The Seller is prepared to make shipment. Ordered items held for the Purchaser shall be at the risk and expense of the Purchaser. Past due accounts shall: (i) bear service charge at the rate of two per cent (2%) per month or fraction thereof, and (ii) accrue reasonable collection costs (including legal fees and expenses) payable as incurred.

4. SHIPPING AND DELIVERY:

1. The Seller shall have no responsibility to obtain or maintain insurance, and all responsibility of the Seller shall cease when products have been delivered to the appropriate carrier for shipment to the Purchaser, properly addressed or with the proper bills of lading attached, whether or not freight is prepaid.
2. Unless specific shipping instructions are received from the Purchaser substantially before the shipment date, the Seller reserves the right to use its judgment in selecting the means of shipment. Additional shipping costs incurred at the request of the Purchaser will be charged to the Purchaser.
3. Shipping dates given by Seller in advance of actual shipment are estimates only and are effective from the date of receipt by The Seller of The Purchaser’s formal purchase order and all necessary information that is to be furnished by The Purchaser.

5. WARRANTY:

1. The Seller warrants the products supplied to be free from defects in material and workmanship for a period of one (1) year for equipment and thirty (30) days for semiconductor ICs after shipment from the Seller’s facility. This obligation shall be conditioned upon the Purchasers giving The Seller written notice of a defect within ten (10) days after shipment. After the 10th day Purchaser is deemed to have accepted the products and may not revoke acceptance. At Seller’s option the Purchaser may be credited for the price charged for the defective product in lieu of replacement or repair; or Seller will replace or repair any products which shall prove to be materially defective, providing the Purchaser shall have reasonably inspected products received and tested by a reputed and acceptable third part test house/lab and notified Seller in writing with test report of the defects within 30 days after shipment. In the event of a defect, The Seller’s obligation shall be limited to supply of replacement parts free of charge (FOB) or making repairs on defective parts, whichever in its discretion it deems more expedient. Purchaser cannot return products without a return material authorization (RMA) number. If defective parts are returned to The Seller by the Purchaser, transportation charges shall be prepaid by the Purchaser. The Seller reserves the right to determine the location and personnel necessary to effect any corrective action during the warranty period. If at the discretion of The Seller, and with the Purchaser’s approval, the corrective action can be performed expeditiously and more economically in the Purchaser’s plant, with the purchaser’s personnel, the cost of the repair will be limited to direct labor charges only. The Seller shall not be liable for consequential damages.
2. This warranty is for the benefit of, and must be exercised directly by, Purchaser only, and shall not convey any rights whatsoever to any third party. Seller makes no other warranty, express or implied, and disclaims the existence of any other warranty whether of merchantability, fitness for a particular purpose, or otherwise. Seller shall not, in any event, be liable for damages in respect to the sale or use of any products sold hereunder, in any amount greater than the amount of the purchase price received by Seller for such products.
3. Products delivered by Seller shall not be considered as defective if they substantially fulfill the Purchaser’s performance requirements and are in accordance with approved samples, specifications or drawings.
4. No allowance will be granted for any repairs made by Purchaser without written consent of Seller.
5. Seller shall not, in any event, be liable for any consequential, incidental or special damages or costs or expenses in the event of any breach of warranty or in the event of any default in any term herein or in the event of any loss, damage, injury or cost resulting from or arising out of or in respect of the products being sold hereunder.
6. Except as Seller otherwise may agree in a separate agreement signed by its duly authorized officer, Seller makes no representations or warranties, express or implied, regarding compliance (including, without limitation, notification and/or registration) in the manufacture, distribution in commerce, processing, use, or disposal of the materials which are the subject of this order, or the constituent substances thereof, with the Toxic Substance Control Act or the regulations promulgated there under (or any similar federal or provincial or state statute or regulation), as said act and regulations may be amended from time to time; including in the above disclaimer, without limitation, representations and warranties regarding inclusion of said materials or substances in the various lists compiled by the country of shipment for the products and/or the US and Canada Environmental Protection Agency and/or state authorities under any of the aforesaid acts and/or regulations.

6. CLAIMS AND RETURNS

1. No products will be accepted for credit by the Seller if they are substantially in accordance with the product specifications described in the Purchaser’s purchase order.
2. All claims for shortages, differences in the products shipped, or poor quality must be made in writing within 10 days of shipment.
3. No return shall be shipped to the Seller except after securing written instructions from the Seller. Seller shall have the sole right to determine whether returned articles or parts shall be repaired or replaced. Seller agrees to assume roundtrip transportation costs for defective or nonconforming articles or parts in an amount not to exceed normal common carrier shipping charges, however, that if Seller’s inspection discloses that the returned article or part does not require repair or replacement, Seller’s usual charges will apply and the Purchaser shall assume roundtrip shipping charges.
4. Damage incurred at the Purchaser’s location such as in the process of inspection, handling, and repackaging shall be the sole responsibility of the Purchaser.

7. LIABILITY FOR LOSS, DAMAGE, OR DELAY

1. The Seller shall not be liable for any loss or damage suffered by the Purchaser, resulting directly or indirectly from, or through, or arising out of any delay in filling an order or in shipment or delivery of any products, or resulting directly or indirectly from or through delay arising out of any of the following: fire, flood, strike, accident, civil commotion, riot or war, shortage of labor, fuel, materials or supplies, regulations, priorities, orders or embargoes, imposed by any civil or military government; or any other cause or causes (whether or not similar to the foregoing) beyond the reasonable control of the Seller.
2. The Seller shall not be liable for any failure to make delivery or other default by reason of any occurrence or contingency beyond the reasonable control of The Seller or any of its sources of supply. In the event of any such occurrence or contingency, The Seller may extend delivery schedules or may at its option cancel the order, in whole or in part, without liability other than to return any deposit or prepayment should the whole order be cancelled.
3. Unless otherwise agreed to in writing by The Seller, the risk of loss or damage to any product shall pass to the Purchaser upon delivery of the product to the carrier for shipment to the Purchaser. The Seller will obtain a clear receipt from the carrier and all claims for damages, or shortages in shipment, must be made against the carrier by The Purchaser. A copy of the carrier’s inspection report shall be forwarded to The Seller.
4. Products sold by The Seller are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Purchaser uses or sells the products for use in any such applications, Purchaser acknowledges that such use or sale is at it’s sole risk.

8. CANCELLATION, ALTERATION OR DELAY REQUESTED BY THE PURCHASER

1. Requests by the Purchaser to cancel or alter an order or to temporarily or permanently stop work or delivery must be made in writing. The Purchaser may cancel his/her order only upon written notice and upon payment to The Seller of reasonable and proper cancellation charges and any other direct charges incurred by The Seller. Acceptance to be effective must be in writing. Seller reserves the right to accept or refuse any such request and to set the additional charges and other conditions under which a request is granted. Any such additional charges will be due and payable 7 days after notification of Purchaser by Seller.
2. All products, parts or materials ordered or held by the Seller at the Purchaser’s request shall be at the risk and expense of the Purchaser. The Seller, at its option, may invoice the Purchaser for all costs and expenses resulting from such a request. Such invoices are due and payable 7 days from issuance.

9. TOOLS, DIES, DESIGNS, DRAWINGS, JIGS, AND FIXTURES

1. The Seller shall retain ownership, possession and control of all tools, dies, designs, drawings, jigs, and fixtures prepared for the manufacture of products subject to any order except where other written arrangements are specifically made between the Seller and the Purchaser.
2. The Seller shall not be responsible for problems resulting from errors in artwork, drawings, and/or specifications supplied by the Purchaser.

10. UNDER AND OVER SHIPMENTS

The Seller reserves the right to over-ship or under-ship any order by any amount, payment to be based on the products shipped. The Seller reserves the right to submit invoices on partial shipments.

11. INSOLVENCY OF PURCHASER

If the Purchaser shall make an assignment for the benefit of creditors or a voluntary or involuntary petition or other action in bankruptcy or for reorganization or under any other insolvency law shall be filed by or against the Purchaser or the Purchaser shall admit its inability to pay its debts or a trustee, receiver, or liquidator is appointed for any part of the assets of the Purchaser, then Seller’s obligation to continue to perform hereunder immediately shall cease, unless Seller thereafter otherwise agrees in writing with the Purchaser’s trustee or representative. Charges to the Purchaser shall be governed by the provisions of Paragraph 8.

12. REPRODUCTION RIGHTS

Drawings, specifications, reports, photographs and other data of Seller relating to this order and all proprietary rights and interests therein and the subject matter thereof shall remain the property of the Seller (which term, for purposes of this paragraph only, shall include any and all affiliates of Seller). The Purchaser agrees that it will not use the Seller’s drawings, specifications, and other materials and information above mentioned for the production or procurement of products covered by this order or any similar product from any other source, or reproduce the same or otherwise appropriate them without the written authorization of the Seller. The Purchaser shall cause its employees, agents and others having access to such information to be aware of, and to abide by, the terms of this paragraph.

13. NONDISCLOSURE

The Purchaser agrees that it will not disclose or make available to any unauthorized third party any drawings, data, or other information pertaining to this order which is proprietary to Seller without obtaining Seller’s prior written consent. The Purchaser shall cause its employees, agents and others having access to such information to be aware of, and to abide by, the terms of this paragraph.

14. SALES TERMS AND CONDITIONS

These terms and conditions constitute the entire agreement between the parties with regard to the subject matter hereof, and supersede all oral or written agreements and understandings with regard to such subject matter. No additions to or modifications of Seller’s terms and conditions shall be binding upon Seller unless agreed to by Seller in a signed document executed by an authorized officer of Seller. If a purchase order or other communication from Purchaser includes any term or condition contrary to, or in addition to, the terms and conditions stated herein, Purchaser’s acceptance of the products and services which are the subject hereof, after receipt of these terms and conditions from Seller, shall constitute Purchaser’s complete and unconditional assent to the terms hereof notwithstanding anything to the contrary in any such earlier purchase order or communication, unless Purchaser clearly instructs Seller in writing, prior to acceptance, to cancel the order. Purchaser’s communication of contrary or additional terms and conditions following acceptance of the products and services, shall be construed as an offer to supplement and/or amend Seller’s terms and conditions. Such offer shall be deemed rejected unless accepted by Seller in the manner set forth in the second sentence of this paragraph.

15. MISCELLANEOUS

1. Any unenforceable provision shall be reformed to the extent necessary to permit enforcement thereof. The parties both acknowledge that damages at law may be an inadequate remedy for the breach or threatened breach of Paragraph 12 and/or 13 of these terms and conditions and that, in the event of a breach or threatened breach by a party of any provision hereof, Seller’s rights and obligations hereunder shall be enforceable by injunction or other equitable remedy, in addition to and not in lieu of any rights to damages at law. This agreement shall be construed in accordance with the laws of the exporting country and/or state and/or province, without regard to conflicts of laws provisions thereof. Changes, amendments or modifications in or additions to any provision contained herein may be made only by a written instrument executed by the parties thereto. All notices and waivers must be by written instrument executed by the party to be bound thereby. Notices are deemed given when received, regardless of the means of transmission.
2. Certain products sold by The Seller may be subject to export control laws, regulations and orders of the exporting country and/or Canada and/or the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any products to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import as may be required.
3. On orders placed with The Seller in accordance with the quotation, the above conditions shall take precedence over printed conditions which may appear on the Purchaser’s standard purchase form, letter of intent or any other form of purchase utilized by the Purchaser.