Terms and Conditions of Sale

1. CONTRACT: These Terms and Conditions of Sale (“Terms”) are part of any quote, acknowledgement and invoice issued by Micro Control Company (the “Seller”). These Terms, the accompanying quote, acknowledgement or invoice, and any documents incorporated or referred to herein or therein, including any paper or electronic releases issued to Buyer hereunder, constitute the “Order.” The Order is the entire contract between the Buyer and Seller for the materials ordered (collectively, “Goods”). These Terms will apply to the Order except as expressly modified or waived in writing by the Seller. Captions in these Terms are for convenience only. These Terms constitute the parties’ contractual agreement and supersede any previous oral or written representations. Any references in the Order to Buyer’s purchase order or other form of offer or acceptance for the Goods is for information only and Seller hereby rejects all terms and conditions proposed by Buyer therein. The Goods shall only be furnished by Seller to Buyer pursuant to these Terms.
2. ACCEPTANCE: Buyer’s written acknowledgement of this Order, presentment of a purchase order for the Goods, payment for the Goods, or acceptance of delivery of any Goods hereunder will constitute its acceptance of these Terms. Without Seller’s written consent, no additional or different terms proposed by Buyer in its purchase order, acknowledgement, or other written instrument will be effective to modify this Order and Buyer will be deemed to have accepted the Order without such modifications. Any stenographic or clerical errors are subject to correction by Seller. Additional or different terms or any attempt by Buyer to vary in any degree any of the terms of this Order shall be deemed material and are objected to and rejected. Buyer shall approve any sockets to be used on burn in boards and test socket board Goods. Buyer shall accept sole responsibility for socket reliability and performance within the Goods.
3. PRICING; INVOICES; PAYMENT: The prices payable for the Goods are those contained in the Order, and are valid for thirty (30) days from the date of the quote. Seller bears no responsibility for service, maintenance or installation of the Goods. All prices in Seller’s Order are exclusive of taxes or other governmental charges. The amount of any present or future occupation, sales, use, service, excise or other tax that Seller shall be liable for, either on its own behalf or on behalf of Buyer, with respect to any Goods shall be in addition to the prices listed in the Order. Seller will invoice Buyer for Goods when shipped. In order to insure prompt payment of Goods ordered pursuant to this Agreement, Seller shall reserve the right to amend the payment Terms subject to approval of Buyer’s credit. Upon credit approval by Seller’s Credit Department, Buyer shall remit payment in U.S. dollars to Seller within thirty (30) days from the date of the invoice. Buyer’s failure to make payment when due will be a material breach of these Terms. All invoices not paid when due will bear interest at the lesser of (i) the maximum interest rate permitted by law and (ii) 1.5% per month until paid in full. The collection of interest shall be in addition to any remedy available to Seller at law or in equity. Buyer shall have no right to withhold or offset any amount due to Seller because of any claim by Buyer against Seller.
4. SECURITY AGREEMENT: As security for payment, the Buyer grants to the Seller a lien and a purchase-money security interest in the Goods sold pursuant to these Terms. Buyer hereby grants to Seller a limited power of attorney solely for the purpose of executing a financing statement or other certificate or instrument and filing the same with the appropriate local, state or federal agency in order to perfect the security interest. The purchase money security interest granted under these Terms secures payment of the full Order price including accrued interest until such time as Seller is paid in full.
5. CHANGES TO ORDER: Seller may, in its sole and exclusive discretion, change this Order in any respect at any time by written notice to Buyer. If any such change affects cost or timing, Seller may, at its discretion, equitably adjust the price or time for performance where the Seller’s direct costs are materially affected by such changes. Buyer may request a change to this Order by written notice to Seller; such requested change may be accepted or rejected by Seller in its sole and exclusive discretion. Seller may be required to equitably adjust the price or time for performance when the Seller’s direct costs are materially affected by such requested change. All adjustments, if any are made or granted, must be in writing and signed by a duly authorized representative of Buyer and Seller. Any design changes requested or specification changes requested by Buyer to Seller may result in a charge from Seller to Buyer of $100.00 per hour. Time lost due to Buyer delay or Buyer’s lack of component parts shall be charged at the rate of 1% per month of invoiced system of Goods value.
6. CANCELLATION OF ORDER: In the event that Buyer notifies Seller of its intention to cancel any Order after work commences, Buyer shall be responsible for the entire Order price, minus any costs saved by Seller in not having to perform the balance of the Order. Determination of costs saved is at the sole discretion of Seller. Seller shall be entitled to recover its entire profit on all anticipated Goods sold pursuant to the Order and its actual costs for Goods manufactured and/or delivered.
7. PACKING AND SHIPMENT: Seller will pack and ship the Goods in accordance with industry standards, furnish all shipping documents required by Buyer and plainly mark Buyer’s name and the Order number on all packages and documents. Unless otherwise stated in the Order, the Goods are sold FOB Seller’s facility in Minneapolis, Minnesota USA. Delivery of the Order to a common carrier for shipment to the Buyer shall constitute delivery to Buyer. Buyer will bear all risk of loss and costs for delivery of the Goods, including shipping and insurance charges, duties, any changes in duties, taxes and other charges. Seller’s count or weight will be final and conclusive for all shipments. Any claims Buyer may have for damages or loss of any Order shall be made directly to the common carrier.
8. DELIVERIES: Delivery dates provided in the Order are estimates only and cannot be guaranteed by Seller. Seller agrees to deliver Goods within a reasonable time as determined by industry customs and standards. Failure by Seller to meet a quoted or estimated delivery date will not give Buyer the right to cancel the Order or to hold Seller responsible for any damages resulting from the inability to deliver within the stated time.
9. BUYER’S STATUS: Buyer is an independent entity, and not the Seller’s employee, agent, partner or joint venturer.
10. ASSIGNMENT: This Order is entered into in reliance upon the Buyer’s performance of the duties imposed, including payment for the Goods. The Buyer agrees not to, in whole or in part, assign this Order or delegate the performance of its duties without the written consent of Seller. Any such assignment or delegation without the previous written consent of Seller, at the option of Seller, shall effect a cancellation of this Order. Any consent by Seller to an assignment shall not be deemed to waive Seller’s right to recoupment from Buyer and/or its assigns for any claim arising out of this Order. Seller will have the right to assign any benefit or duty under an Order to any third party upon notice to Buyer with or without consent.
11. PRODUCT WARRANTY: Seller hereby disclaims all implied warranties with regard to the Goods. Seller specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, that the Goods were manufactured in a good and workmanlike manner, or do not infringe on any intellectual property rights of any third parties. Such implied warranties are hereby disclaimed for all purposes. Seller hereby expressly disclaims all representations, covenants, warranties, assurances, guaranties, agreements, and similar promises, whether express, implied, statutory or otherwise (including, without limitation, those arising out of a course of dealing or trade, as to merchantability or as to fitness for a particular purpose) in respect of the Goods, the use of the Goods, and the efficacy of the Goods. Seller does not assume responsibility nor does Seller warrant the performance or accuracy of Buyer’s furnished design, design criteria or specifications for the Goods. As and for Seller’s sole express limited warranty for the Goods, Seller warrants that the Goods purchased will be free from material defects under normal and intended use, service, maintenance and installation for a period of one (1) year from the ship date. Seller’s sole express limited warranty for the Goods requires that the Goods were used by Buyer as intended, under normal circumstances, given industry standard service and maintenance, and proper installation. The sole express limited warranty remedy offered hereunder during the warranty period is for Seller to repair or replace, at Seller’s discretion, any Goods (or parts of Goods) determined by Seller to be materially defective at no cost to Buyer. Buyer must provide written notice of any warranty claim for the Goods to Seller within the warranty period; if warranty claims are made past the warranty period they will be immediately denied. If the Goods are to be returned to Seller for warranty repairs, the Goods must be returned freight prepaid, with prior approval from Seller, with Buyer having obtained a return authorization number from Seller. Seller will make any needed repairs at no charge to the Buyer if the material defect is determined by Seller not to be the fault of the Buyer. Seller will then return the Goods to Buyer freight prepaid. This express limited warranty excludes certain Goods, and component parts: BIBs with four or more ounce copper planes, BIBs that use sockets with pitches finer than 1mm, sockets, or BIBs that have received thermal abuse and/or physical abuse. This express limited warranty excludes Goods (or parts thereof) that have been subject to abnormal or improper use, negligence, failure to maintain and service in accordance with industry standards, accident, or that have been altered or repaired by any third party (not Seller). This sole express limited warranty shall not apply to warranty repairs, or to any parts sold independently of the Goods. Parts sales are subject to a ninety (90) day warranty from the ship date.
12. INDEMNIFICATION: To the fullest extent permitted by law, Buyer agrees to indemnify, save harmless and defend Seller and its affiliated companies, their directors, officers, employees, agents and assigns (“Indemnitees”) from and against any loss, liabilities, costs, expenses, suits, actions, claims and all other obligations and proceedings, including without limitation all judgments rendered against, and all fines and penalties imposed upon Indemnitees, and all attorney’s fees and any other cost of litigation (“Liabilities”) arising out of warranty claims, product recall claims, product liability claims, injuries to persons, including death, or damage to property caused by Buyer, its employees, agents, subcontractors, or in any way attributable to the performance of Buyer or the use of the Goods, including without limitation, breach of contract, breach of warranty or product liability.
13. LIMITATION OF LIABILITY: Seller does not assume or authorize any person to assume for Seller any liability or obligation in connection with the Goods, except for the express limited warranty provided herein above. Seller’s liability does not include any labor charges for the replacement of parts, adjustments, repairs, or any work done outside Seller’s facility, without Seller’s approval. Seller’s liability does not include any consequential, special, exemplary, future, punitive or liquidated damages, and more specifically, lost profits, damage to good will or reputation, arising from the Goods. Nothing in Seller’s express limited warranty will impose any liability or obligation upon Seller if Seller has not received payment in full for the Goods. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THE ORDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL PURCHASE PRICE PAID UNDER THE APPLICABLE ORDER GIVING RISE TO SUCH LIABILITY.
14. FORCE MAJEURE: Any delay or failure of Seller to perform its obligations shall be excused if it is caused in whole or in part by an unforeseen event or circumstance, such as governmental orders, acts of God, fires, floods, windstorms, weather delays, labor disputes, materials shortages, transportation shortages, lockouts, embargoes, explosions, riots, natural disasters, epidemics and wars. Buyer acknowledges that these events are beyond the control of Seller and waives any claims for non-performance or breach that result, in whole or in part, from the same. Upon the occurrence of any of these events, Seller may terminate or discontinue the Order by providing written notice to Buyer, without any liability on the part of Seller. Acceptance of the Goods by Buyer shall constitute a waiver of all claims for delay as to those particular Goods.
15. BINDING EFFECT: This Order is binding on the parties and their respective directors, officers, employees, agents, subcontractors, and duly authorized successors and assigns.
16. REMEDIES; DISCLAIMER: The rights and remedies of the Seller shall be cumulative and in addition to any other rights or remedies provided by law or equity. In no event shall Seller be liable to Buyer for anticipated profits or for incidental or consequential damages.
17. WAIVER: Seller’s waiver of any right provided herein or to which it is entitled at law or equity will not constitute a continuing or subsequent waiver of that right or a waiver of any other rights to which it is entitled.
18. GOVERNING LAW; FORUM: This Order will be interpreted and enforced under the laws of the State of Minnesota without recourse to the conflicts of law provisions thereof. In no event will the provisions of the U.N. Convention on the International Sale of Goods apply to this Order. All disputes involving this Order shall be adjudicated exclusively in the Courts of the State of Hennepin County, Minnesota. Buyer hereby acknowledges and consents to personal jurisdiction in the State of Minnesota.
19. ENTIRE AGREEMENT: The Order shall constitute the entire agreement between Buyer and Seller with regard to the Goods. No prior understandings, agreements or representations, written or verbal, express or implied, are a part of this Order. No subsequent modification, agreement, or representation shall become part of this Order unless expressly agreed to in writing by Seller.
20. TRAINING CLASSES: Training classes are available from Seller periodically and cost $900 per student. Telephone consultations are available at $50/hour, billable on quarter hour segments. Ten hours of consultation is provided by Seller to Buyer free, with any system purchase of Goods.

ACCEPTANCE OF THIS ORDER IS SUBJECT TO THESE TERMS AND CONDITIONS OF SALE.