Passive Components, Inc.

Standard Terms & Conditions of Sale

1. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS THE SOLE TERMS AND CONDITIONS OF SALE THAT APPLY TO THE PURCHASE OF PRODUCTS FROM PCI ("THE COMPANY"). ANY DIFFERENT OR ADDITIONAL TERMS SET FORTH IN CUSTOMER'S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON THE COMPANY UNLESS A SEPARATE AGREEMENT HAS BEEN SIGNED BY AN AUTHORIZED OFFICER OF THE COMPANY. BY PLACING AN ORDER FOR PRODUCTS FROM THE COMPANY, OR BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED ON THE APPLICABLE PACKING SLIP, BILL OF LADING AND/OR INVOICE RECEIVED WITH THE PRODUCTS, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS OF SALE.

2. AVAILABILITY AND PRICING:

Product listings, specifications, availability, and pricing are subject to change without notice. Orders are not binding upon the Company until accepted by an authorized representative of the Company. Prices listed and charges discussed herein are in U.S. dollars. Some products may not be available for shipment outside the United States. The Company reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. The Company may also change or modify these Terms and Conditions of Sale from time to time without notice. If ordering from the Company's catalog, the prices shown therein reflect the latest information available at the time of the printing of the catalog or uploading of an electronic catalog. Customers using electronic catalogs agree to immediately upload updated versions upon receipt from Company. Prices charged will be those prevailing when an order is placed regardless of method of order. For scheduled deliveries over 60 days, the Company reserves the right to charge the Customer the price of the products at shipment if higher. The Company's quoted prices do not reflect the cost of accommodating Customer's purchases via credit card or any third-party procurement services, software or e-commerce providers and the Company may accordingly pass through the additional charges incurred as a result of Customer's use of such purchasing methods. Prices shown do not include any Federal, State or local taxes or any present or future sales, use, excise, value-added or similar taxes. Where applicable, such taxes shall be billed as a separate item and paid by Customer. Orders are accepted with the understanding that such taxes will be added, as required by law. The Company charges local sales tax unless Customer has a valid sales tax exemption certificate on file with the Company. Selected products containing precious metals are subject to a surcharge.

3. PAYMENT TERMS:

Standard terms for Customers that are registered businesses and meet the Company's credit criteria are Net 30 days from invoice date, unless otherwise agreed in writing by the Company. All payments are due within 30 days of the invoice date, without any deductions or setoffs. The Company shall have the right of set-off and deduction for any sums owed. If Customer fails to pay within payment terms, the Company may defer shipments until such payment is made and may, at its option, cancel all or any part of unshipped orders. The Company reserves the right to add a $20.00 service charge on all returned checks. Credits granted by the Company must be used within one year. Credits not taken within one year are subject to cancellation, and the Company shall have no further liability. Customer shall pay the Company all costs incurred by it in collecting any past due amount from Customer, including all court costs and attorney's fees, provided, however, if the foregoing charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the lawful rate.

4. OPEN ACCOUNTS/CUSTOMER'S FINANCIAL CONDITION:

A Customer that desires to open a credit account must furnish such information as requested by the Company. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any extensions of credit, or reduce or suspend any credit limit at any time. Company also reserves the right to cancel any order, require payment in advance, or require the Customer to provide adequate assurance of performance, without any liability by the Company, in the event of the Customer's insolvency, filing of a petition in bankruptcy, the appointment of a receiver or trustee for Customer, or the execution by Customer of an assignment for the benefit of creditors.

5. CREDIT CARDS:

We accept credit and procurement cards from American Express®, MasterCard®, VISA®, Discover® and Government purchase cards. A surcharge may be assessed for Customers who routinely pay past due invoices by credit card.

6. RETURNS:

Permission for return of products must first be secured from the Company in writing. Products returned without a Return Material Authorization Form will not be accepted. Return Material Authorization Requests showing shipper or invoice number, date, quantities of items and catalog number will be acted upon promptly. All Return Material Authorizations are conditional and are not final until the product is received and inspected by the Company. Credit will be issued at the original price charged less handling and transportation charges, where applicable. Returns may be subject to a minimum 15% restocking charge. All claims for shortages must be made within 72 hours of receipt of product.

7. INTERNATIONAL ORDERS:

Export orders under $100.00 are subject to a $25.00 handling charge. Export orders requiring special handling, packaging, and documentation are subject to additional charges. Export orders are accepted on the basis of payment in advance of shipment by a check in U.S. funds, wire transfer, international money order or credit card. Prices are FCA Company Warehouse in accordance with Incoterms 2000 and do not include insurance, freight, brokerage, duty or taxes.

8. EXPORT CONTROLS:

Products purchased or received under these Terms and Conditions of Sale are subject to export control laws, restrictions, regulations and orders of the United States. Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such United States or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the products or services hereunder. Customer shall be responsible to obtain any license to export, re-export or import as may be required.

9. SHIPPING & HANDLING/DELIVERY:

All U.S. domestic shipments are FCA Shipping Point in accordance with Incoterms 2000 and in all cases title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Customer (without regard to which party pays for the shipping costs). Company and carrier handling charges apply. Next Day and Second Day Air Service is available within the 48 contiguous states, Alaska, Hawaii, and Puerto Rico. Delivery dates provided in advance are estimates only and shall not represent fixed or guaranteed delivery dates. Export shipments are on the basis of FCA Company Warehouse in accordance with Incoterms 2000, with the Company charging separately for the costs, insurance, and freight to bring the products to the named place of destination.

10. HAZARDOUS APPLICATIONS PROHIBITED:

THE COMPANY'S PRODUCTS ARE NOT RECOMMENDED OR AUTHORIZED FOR SAFETY, LIFE SUPPORT, SURGICAL IMPLANT, NUCLEAR, MILITARY OR COMMERCIAL AIRCRAFT APPLICATIONS, OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY. Customer assumes all risk and liability for use in such applications and agrees to indemnify the Company and the manufacturer of the products for all damages that may be incurred due to use of the Company's products in these prohibited applications.

11. WARRANTY & LIMITATION OF LIABILITY:

Products are sold by the Company with such warranties as may be extended by the manufacturer of the product(s), and there are no warranties for value added services, services bundled with the products, or other services provided by the Company. COPIES OF THE MANUFACTURERS' WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING THE COMPANY. THE COMPANY MAKES NO OTHER WARRANTIES AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. CUSTOMER IS RESPONSIBLE FOR INSTALLATION AND USE IN ACCORDANCE WITH MANUFACTURERS' INSTRUCTIONS AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR CUSTOMER'S IMPROPER SELECTION OF A PRODUCT FOR A PARTICULAR APPLICATION OR OTHERWISE. No warranty will apply if the products are in any way altered or modified after delivery by the Company.

THE COMPANY'S LIABILITY ON ANY CLAIM FOR LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR CONNECTED IN ANY MANNER WITH THE SUPPLYING OF ANY PRODUCTS OR SERVICES HEREUNDER, OR THE SALE, RESALE, OPERATION OR USE ALLOCABLE TO SUCH PRODUCTS OR PART THEREOF INVOLVED IN THE CLAIM, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND FOR PROPERTY DAMAGE AND DEATH) OR OTHER GROUNDS, SHALL NOT IN ANY EVENT EXCEED THE PRICE ALLOCABLE TO SUCH PRODUCTS OR PART THEREOF INVOLVED IN THE CLAIM, REGARDLESS OF CAUSE OR FAULT. IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, SALES, DATA, BUSINESS, GOODWILL OR USE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT WITHOUT THIS LIMITATION OF LIABILITY THE COMPANY WOULD NOT HAVE AGREED TO THE PRICE OR TERMS AND CONDITIONS OF THIS AGREEMENT. THE LIMITATION OF LIABILITY SET FORTH HEREIN APPLIES BOTH TO PRODUCTS AND SERVICES PURCHASED OR OTHERWISE PROVIDED HEREUNDER. Any cause of action against the Company must be instituted within 1 year from the date of purchase or provision of the products or services.

If the Company provides Customer with advice, training, applications support, or other assistance which concern any products supplied hereunder, or any equipment, system or the like in which the product may be installed, the Company's giving of such advice or assistance will not subject the Company to any liability, whether based on contract, warranty, tort (including negligence) or other grounds. In order to maintain quality Customer service, the Company may monitor or record telephone calls and other communications.

12. DESCRIPTIONS:

All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions or capacity and other details including, without limitation, statements regarding compliance with legislation or regulation (together "Descriptions") wherever they appear (including, without limitation, in catalogs, on web sites, on dispatch notes, invoices or packaging) are intended to give a general idea of the products, but will not form part of this Agreement. If the Descriptions of any products differ from the manufacturers' description, the latter shall be deemed to be correct. The Company relies on such information, if any, as may have been provided to it by the manufacturers of the products and accepts no liability in contract or tort, or under statute, regulation or otherwise for any error in or omission from such Descriptions whether caused by the Company's negligence or otherwise. The Company may make changes to the products as part of a program of improvement or to comply with legislation. Where the product is flagged as RoHS compliant or where the or is used, this means that, based on information provided by our suppliers, the product does not contain the substances restricted by the European Community Directive (2002/95/EC) on the Restriction of the use of certain Hazardous Substances, commonly known as the RoHS Directive, at levels in excess of the anticipated maximum concentration values or the existence of the restricted substances in the product at levels in excess of those concentrations is allowed as one of the particular applications listed in the Annex to the RoHS Directive. RoHS Compliant Available means that those products, within a product family, which are marked with a are RoHS Compliant. This information is of a general nature and is not intended to address the circumstances of any particular individual or entity. No one should act on such information without appropriate professional advice. Please see our website, www.pcipci.com, for updated information and a current listing of RoHS compliant product. The information contained on our website supersedes the information contained in any PCI printed catalog or other publication.

13. INTELLECTUAL PROPERTY RIGHTS:

The products offered for sale by the Company may be subject to patent, trademark, copyright, design and other rights of third parties. The Company shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. The Company's entire catalog(s) and website(s), including without limitation, the content of the catalog(s) and website(s) is copyrighted as a collective work under United States laws and applicable international copyright laws and the Company owns the full copyright in its catalog(s) and website(s), including without limitation in the selection, coordination, arrangement and enhancement of the content contained therein. Except as stated below, none of the materials in the Company's catalog(s) or on its website(s) may be reproduced, distributed, republished, downloaded, copied in any form or by any means, displayed, posted, transmitted, modified, translated, added to, updated, compiled, or abridged without the prior written permission of the Company. Customer may download, store, print and copy selected portions of the content in the Company's catalog(s) and website(s) provided Customer: (1) only uses the content downloaded, stored, or printed for furthering Customer's business with the Company; (2) does not publish or post any part of the content from the catalog(s) or website(s) in any other catalog or on any other Internet site; (3) does not publish or broadcast any part of the content from the catalog(s) or website(s) in or on any other media; and (4) does not modify or alter the content from the catalog(s) or website(s) in any way or delete or modify any copyright or trademark notice.

14. FARS/DFARS:

The Company agrees only to be subject to the "mandatory flow down" provisions found in FAR Section 52.244-6. The Company does not agree to be subject to any DFAR.

15. FORCE MAJEURE:

The Company shall not be liable for loss or damage caused by any delay or failure to perform resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war, risks, shortages, inability to procure or ship product or obtain permits and licenses, insolvency or other inability to perform by the manufacturer, delay in transportation, any other commercial impracticability and/or any circumstances beyond the control of the Company in its business operations.

16. GOVERNING LAW:

This Agreement and any sales hereunder shall be governed by the laws of the State of Illinois without regard to conflicts of law rules and venue shall be in the federal and state courts of Cook County, State of Illinois, United States of America. The parties expressly exclude the application of the 1980 United Nations Convention of Contracts for the International Sales of Goods, if otherwise applicable.

17. DISPUTE RESOLUTION:

Actions by the Company for non-payment by the Customer of the purchase price of products sold by the Company, or for redress of other breaches by the Customer of these Terms and Conditions of Sale may be brought by the Company, at its option, before any U.S. or foreign judicial court of competent jurisdiction or at the Company's option, disputes between the Company and the Customer, including all claims for non-performance by the Company, shall be finally settled by arbitration in Chicago, Illinois, U.S.A. under the Commercial Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Commercial Rules applying these Terms and Conditions of Sale and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Illinois, U.S.A.

18. SEVERABILITY:

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision(s) shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

19. WAIVER:

The Company's failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of the Company's rights hereunder, shall not constitute a waiver of any of the Company's rights or remedies under this Agreement.

20. NO THIRD PARTY BENEFIT:

The provisions set forth in these Terms and Conditions of Sale are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.