Corporate Overview

TERMS & CONDITIONS

Pricing

Quotation(s) are based on information received to date. Labour pricing is effective for thirty days; materials & parts are an estimate and are subject to adjustment due to unusual market conditions or changes to delivery schedule or quantity. Unless otherwise specified, terms are NET 30 days, FOB Microart Services Inc (MSI), not including any duties and/or any applicable taxes.

This order is for a custom-built product and is therefore non-cancellable, non-returnable. Any changes whatsoever requested or required as a result of incomplete or incorrect data supplied by Ultra Electronics (UE), or any changes or consultation requested after receipt of order shall be charged on a time plus cost basis. In the event that UE defers or delays delivery for any reason, UE shall reimburse MSI for all costs

Notwithstanding delivery of the goods to UE, MSI retains title and ownership to all goods until complete and final payment is rendered.

Notification

All notification and documentation relating to this order should be directed, in writing, to Production Manager, MSI.

Performance

Contract is specifically for purchasing of materials, assembly and/or test, as per customer-supplied data, drawings, documentation, and written instructions only. MSI disclaims all representations and warranties with respect to the suitability of the aforementioned information or suitability of the finished goods for their intended purpose, including, but not limited to their performance, or suitability for reproduction.

Expected completion dates are estimates only. UE shall give due consideration to all drawings, reports, notifications, reports, notifications, or other information supplied by MSI, and shall provide responses in such a reasonable time as not to impact the schedule.

Intellectual Property

All Confidential Information received from UE, shall not be disclosed to any parties other than sub-suppliers and only to such extent as necessary to fulfill the manufacturing order. MSI shall have no liability with respect to information, which is generally available to the public or trade, rightfully received from third parties, or within its possession prior to disclosure by UE. Confidential Information must be reduced to writing and clearly labeled as such. MSI assumes no liability for any claim of infringement of any intellectual property rights involving goods made to UE's specifications.

Liability

MSI assumes no responsibility for indirect, consequential, or incidental damages resulting from the sale or use of the delivered goods. Customer must notify MSI of any non-conformance to UE supplied manufacturing instructions within (30) days of shipment. MSI reserves the right to replace, repair or refund the cost of any defectively manufactured goods at its sole discretion. The entire liability of MSI to UE shall end and be limited to the dollar value received for the defective goods.

Indemnity

UE agrees to indemnify and save MSI harmless from and against any and all claims, losses, liabilities, damages, costs or expenses which may be sustained or incurred by MSI arising out of or resulting from use of the goods delivered which is promoted, marketed, used, distributed, or sold by UE, or for any other claims made by any person whatsoever as a result of UE's breach of the terms and conditions hereof or UE's negligence, bad faith, or willful misconduct.

Termination

In the event of termination by UE prior to purchase of the Minimum Annual Quantity Volume for products quoted, or should UE not purchase the full Minimum Annual Quantity within one (1) year of the date of commencement, the UE agrees to immediately purchase, at same material pricing used in the preparation of this quote, all of MSI's inventory on-hand, minimum order quantities, and work-in-progress allocated towards the manufacture of these products.