STANDARD TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE: SEMICOA reserves the right to accept or reject any purchase order. Possession of a price list by Customer does not constitute an offer to sell. NO PURCHASE ORDER FOR MERCHANDISE WILL BE BINDING UPON SEMICOA UNTIL APPROVED IN WRITING BY AN AUTHORIZED AGENT OF SEMICOA’S HOME OFFICE LOCATED AT 333 MCCORMICK, COSTA MESA, CALIFORNIA 92626.

This Acknowledgement is expressly conditioned on, and limited to, Customer’s acceptance of all of its terms and conditions. None of the terms and conditions contained in this Acknowledgement may be added to, modified, superseded or otherwise altered except by a written document signed by an authorized representative of SEMICOA. Customer acknowledges that SEMICOA sells the items covered by this Acknowledgement solely pursuant to the terms and conditions set forth in this Acknowledgement. Accordingly, any terms or conditions that may be contained in any purchase order or other form of Customer shall be absolutely without force or effect, regardless of when received by SEMICOA. The terms and conditions of this Acknowledgement shall be deemed a binding contract between Customer and SEMICOA upon delivery to Customer of this Acknowledgement.

2. PRODUCT WARRANTY: SEMICOA warrants that at the time of shipment the goods covered by this Acknowledgement that have been manufactured by SEMICOA (the “Products”), the Products will be free from defects in material and workmanship and will be in conformity with applicable printed or written specifications. If it appears that within one (1) year of shipment from SEMICOA’s plant the Products sold hereunder do not meet the warranty specified above, and the Customer gives written notice to SEMICOA thereof within thirty (30) days of the Customer’s discovery of such non-compliance, then after SEMICOA has examined and tested the allegedly non-complying Products and found said Products to be, in fact, defective within the above warranty, SEMICOA will at its option either (1) furnish a replacement therefor, but will not install any Products or components thereof which prove to be not in compliance with the aforesaid warranty, or (2) issue a credit for the purchase price of any Products or components thereof which prove to be not in compliance with the aforesaid warranty. No Products claimed by the Customer to be defective within the above warranty will be accepted for return for replacement or credit without the written authorization of SEMICOA, which authorization must be given in advance of the Customer’s return of said Products. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES IMPLIED UNDER LAW SUCH AS WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. SEMICOA WILL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES RESULTING FROM ITS BREACH OF THE FOREGOING WARRANTY. SEMICOA will not be liable for any loss, damage, or expense directly or indirectly arising from the use of the Products either separately or in combination with any other equipment or material or from any other cause. The foregoing warranty does not extend to any Product manufactured by SEMICOA which has been subjected to misuse, neglect, accident, or improper installation; nor does this warranty extend to or apply to any Product which has been repaired or altered by persons not expressly approved in writing by SEMICOA; nor does this warranty extend or apply to any Product the identifying symbol of which has been removed, defaced or changed. Components manufactured by any supplier other than SEMICOA, which are sold hereunder, shall bear only that warranty made by the manufacturer of those components; but in no event shall such a warranty be more extensive in any manner than SEMICOA’s product warranty under this provision. SEMICOA will not be liable for any errors, defects or omissions in the design of any Product sold hereunder irrespective of whether such errors, defects or omissions in design result from acts or omissions of SEMICOA, the Customer or some other third party.

3. LIMITATION OF LIABILITY: SEMICOA will not be liable for any loss, damage, cost of repair, special, incidental or consequential damages of any kind, whether or not based upon warranty expressed or implied (except for the obligations accepted by SEMICOA under “Product Warranty” above), contract, negligence, or strict liability arising in connection with the design, manufacture, sale, use or repair of the Products or of the engineering designs supplied to the Customer. In no event will SEMICOA be liable to the Customer for more than the purchase price of the Product from which such claim arises.

4. SECURITY INTEREST: SEMICOA reserves a purchase money security interest in the Products in the amount of the unpaid balance of the purchase price until payment in full of the purchase price in accordance with the terms and conditions set forth on the front of this Acknowledgement. A financing statement under the Uniform Commercial Code may be filed with the appropriate public authorities and Customer agrees to sign any forms presented to it by SEMICOA from time to time to protect SEMICOA’s security interest.

5. PAYMENT; TAXES: Full payment from Customer to SEMICOA shall be due within thirty (30) calendar days from the day the Products are shipped to Customer or to Customer’s designee. If full payment is not made by such date, SEMICOA shall be entitled to interest on any amount unpaid at the maximum rate then allowed by law until SEMICOA receives payment in full. If any amount payable to SEMICOA is not received by SEMICOA within ten (10) calendar days of such date, a late payment processing charge equal to six percent (6%) of such delinquent amount will be paid by Customer to SEMICOA to defray the expense incident to the processing, administration and collection of delinquent payments. In addition, SEMICOA reserves all other rights granted to a seller pursuant to the Uniform Commercial Code for Customer’s failure to pay for the Products or other breach by Customer of the terms and conditions of this Acknowledgement. Customer agrees to reimburse SEMICOA for any and all expenses SEMICOA may incur, including reasonable attorneys’ fees, in taking any action contemplated by this Paragraph 5. There shall be added to the purchase price amounts equal to any sales, use, value-added or equivalent taxes levied or based upon the Products or their value, unless Customer provides SEMICOA with an appropriate exemption certificate.

6. CANCELLATION: Cancellation or modification of orders are subject to SEMICOA’s prior written consent in each instance and SEMICOA may condition such consent on Customer’s payment of a cancellation or change fee. The exact amounts of any cancellation or change fee will vary depending upon a variety of factors relating to the production of the specific merchandise, however, all order cancellations will be subject to a cancellation fee to be determined by SEMICOA in an amount not less than 25% of the net purchase price of the order.

7. RESERVATION OF RIGHTS: The sale of Products shall not confer upon Customer any license to manufacture under any patents, trade secrets or other proprietary information owned or controlled by SEMICOA, its subsidiaries, affiliates or suppliers, or the right to otherwise utilize such proprietary information, it being specifically understood and agreed that all such rights are reserved to SEMICOA, its subsidiaries, affiliates or suppliers.

8. FORCE MAJEURE: SEMICOA shall not be liable or be deemed to be in default for any delays in making delivery where occasioned by strikes or differences with workers or by any causes beyond the control of SEMICOA, such as but not limited to, fires, floods, earthquakes, lightning, storm, accidents, action of any governmental authority or any civil or military agencies thereof, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities or transportation. Where delays or failures of delivery are caused by labor difficulties, SEMICOA shall not be obligated to seek or obtain any settlement which, in SEMICOA’s sole judgment, is not in SEMICOA’s best interest.

9. PRICE CHANGES: The Products ordered pursuant to this Acknowledgement may be invoiced at prices different from those shown dependent upon the cost to SEMICOA at time shipment is made of raw materials and labor, and dependent further upon the freight rates and customs duties and tariffs in effect at the time shipment is made and/or the goods are imported into the United States or exported outside of the United States.

10. DELIVERY: SEMICOA shall not be liable for any Products or other goods lost, damaged or destroyed in transit whether SEMICOA is to pay the freight for such transit or Customer is to pay the same, it being agreed that all risk of such loss, damage or destruction is assumed by Customer once the Products and goods are delivered by SEMICOA to the common carrier designated to ship the Products and goods.

Customer is advised that quoted delivery dates are based on estimates at the time of quotation and that SEMICOA will devote its best efforts to meeting such schedules. However, SEMICOA assumes no liability for additional cost or damages resulting from late deliveries. SEMICOA reserves the right to pack or ship orders in the most economical manner. However, where Customer requests special packaging or shipping, any additional cost will be billed to and be the responsibility of Customer.

11. GOVERNING LAW; VENUE: This agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of California, including all matters of construction, validity, performance and enforcement, without giving effect to principles of conflict of laws. Any dispute, action, litigation or other proceeding concerning this agreement shall be instituted, maintained, heard and decided in Orange County, California.

12. ATTORNEYS’ FEES: In any action (other than an action contemplated by Paragraph 5) by either party to enforce the terms of this Acknowledgement or to recover damages for injunctive relief for breach of the contract, the parties agree that the successful or prevailing party or parties shall be entitled to reasonable attorneys’ fees, expert witness fees and other reasonable costs in addition to any other relief to which it or they may be entitled.

13. DISPUTES: Any controversy or claim arising out of or relating to this Acknowledgement or the alleged breach hereof shall be settled by final and binding arbitration in accordance with Chapter 2, Title 9, Part III of the California Code of Civil Procedure (Code of Civil Procedure Sections 1280 et seq.) and in accordance with the provisions of this Paragraph 13 and its subparagraphs. It is hereby agreed by the parties that judgment upon any award rendered by the arbitrator or arbitrators under the provisions of this paragraph may be entered in any court having competent jurisdiction over the dispute.

a. Any arbitration taking place under the provisions of this Acknowledgement shall be settled by arbitration before a single neutral arbitrator in Orange County, California, or at such other location as may be agreed upon in writing by the parties. If the parties cannot agree upon the identity of the single neutral arbitrator in accordance with subparagraph (b) below, then the arbitration shall be conducted by a tripartite panel constituted as described in subparagraph (b).

b. Notice of the pendency of a claim or controversy under this Acknowledgement shall be given by one party to the other in writing via certified mail. Said notice shall specify the nature of the dispute and shall be accompanied by a list of at least three (3) proposed neutral arbitrators and shall request that respondents in the arbitration proceeding agree to the designation of one of the proposed neutral arbitrators within ten (10) calendar days of receipt of the list. The respondent may similarly propose alternative neutral arbitrators. If the parties cannot mutually agree to the selection of a single neutral arbitrator within ten (10) calendar days of the service of the notice of claim or controversy, each party shall select a party designated arbitrator by notifying the other party in writing of his identity no later than twenty (20) calendar days following the service of the initial notice under this Acknowledgement. The two party designated arbitrators shall select, by mutual agreement, a third and neutral arbitrator to serve on the panel. Said designated arbitrators shall decide the claim or controversy by a majority decision, which shall be in writing and which shall be final and binding upon the parties. In the event that the two party designated arbitrators are unable to agree upon the identity of the third and neutral arbitrator within thirty (30) calendar days of the service of the notice of claim or controversy, either party may petition to the local superior court for appointment of a neutral arbitrator under the provisions of Code of Civil Procedure Section 1281.6.

c. The parties specifically agree that the arbitration shall commence no later than ninety (90) calendar days from the date that initial notice of claim or controversy is served in accordance with this Acknowledgement.

d. It is specifically understood and acknowledged that any arbitrator accepting appointment under the terms of this Acknowledgement must expressly agree that said arbitration will take place within ninety (90) calendar days of service of the notice of pendency of claim or dispute. The arbitrators so designated shall also commit in writing at the time of their designation to render their written award no later than thirty (30) calendar days following the close of the arbitration proceeding. The parties specifically acknowledge and agree that the arbitration proceeding shall be conducted in accordance with the rules of evidence as applied under the then operative California Evidence Code and all rulings regarding submission of evidence, procedure and the conduct of the hearing shall be made solely by the neutral arbitrator.

e. Each of the parties shall pay the costs and expenses for his designated arbitrator and the expenses of the arbitration. The costs attendant to the appointment and service of the neutral arbitrator shall be paid equally by the parties.

f. Each party shall cooperate with the designated arbitrator in the presentation of the matters in controversy and the parties specifically agree that the award of the arbitrators shall be final and binding upon the parties and enforceable under the provisions of Chapter 2, Title 9 of Part III of the California Code of Civil Procedure. Said award shall be in writing and shall be served by the neutral arbitrator upon all parties to the proceeding by certified mail, return receipt requested.

g. It is understood and agreed that to the extent this Acknowledgement is in conflict with the provisions of Chapter 2, Title 9, Part III of the California Code of Civil Procedure, the provisions of this Acknowledgement shall control. To the extent not inconsistent with this Acknowledgement, the remainder of the provisions of Chapter 2, Title 9, Part III of the Code of Civil Procedure shall be in full force and effect with regard to the arbitration proceeding contemplated by this Acknowledgement.

14. ENTIRE AGREEMENT: HEADINGS; VALIDITY: Customer acknowledges that it has not been induced to purchase goods from SEMICOA by any representation or warranty not set forth in this Acknowledgement. This Acknowledgement contains the entire agreement of SEMICOA and Customer and supersedes all existing agreements and all other oral or written communication between them concerning its subject matter, including, without limitation, any purchase order of Customer. All exhibits, attachments, addenda, documents or schedules referenced in this agreement shall be deemed to be fully incorporated herein. The paragraph headings contained herein are intended for convenience of reference only and shall not affect the interpretation of any provision. If any provision herein shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired. The waiver of any party of any breach of any provision of this agreement shall not operate or be construed as a waiver of any subsequent breach by any party.