TERMS AND CONDITIONS OF PURCHASE:

(IBS Electronics, Inc.)

1. This purchase order shall be governed by the Uniform Commercial Code and other applicable laws of the state of California which are effective and in force on the date hereof and without regard to the conflict of laws provisions thereof. It is hereby irrevocably agreed that all actions, suits or proceedings between Seller and Purchaser arising out of, in connection with or relating to this Purchase Order or the interpretation, performance or breach of this purchase order, shall be litigated in the State court in Orange County or in the Federal court in Los Angeles County, within the State of California, and purchaser hereby consents to such jurisdiction and hereby waives the right to transferor change the venue of any litigation commenced in such court, and further waives personal service of all process upon Purchaser on the condition that all such process is served personally or by registered or certified mail addressed to Purchaser at Purchaser last known address. Whenever a term is defined by the Uniform Commercial Code (UCC) and is used in the Purchase Order the definition contained in the UCC is to control.
   
   
2. No terms or conditions in addition to or different form those contained in this Purchase Order shall be binding upon Purchaser. Any such terms or conditions are to be construed only as proposals for additions to the purchase order and will not become part of the Purchase Order unless expressly agreed to by Purchaser in writing. Acceptance of this Purchase Order must be limited to terms and conditions contained herein. In order to become a valid and binding agreement between the parties, this Purchase Order must be accepted by Seller within seven days of the date hereof. If this Purchase Order, or any of its conditions, is not clear and satisfactory to Seller, communicate with Purchaser at once. Delivery to Purchaser of the merchandise ordered, without Purchaser having cancelled this Purchase Order or Seller having given Purchaser written notice of Seller’s acceptance hereof, shall constitute full acceptance by Seller of this Purchase Order and all of the terms and conditions contained herein. In no event shall the purchaser’s acceptance and/or use of goods or services delivered hereunder constitute acceptance by the Purchaser of any terms or conditions in addition to or different from those provided herein. Purchasers will not in any manner be responsible for material delivered unless duly authorized by a formal written Purchase Order properly authorizing the delivery of such material. Seller agrees to obtain Purchaser’s written approval prior to making any significant modifications to its products. No obligations arising under this Purchase Order shall be assigned, in whole or in part, without the written consent of a duly authorized representative of the non-assigning party. No waiver, alteration, or modification of any of the provisions hereof shall be binding unless in writing and signed by a duly authorized representative of the Purchaser. The parties hereto agree to keep the terms and content of this Purchase Order confidential.
   
   
3. This Purchase Order must not be filled at higher prices than shown. All material must be as specified and will be subject to inspection an approval of Purchaser after delivery. The right is reserved to reject and return at the and expense of the Seller such portion of any shipment which may be defective or fail to comply with specifications without invalidating the remainder of the Purchase Order. Delivery of any material over and above the actual quantity specified in this Purchase Order will be at the risk of the Seller and payment will not be made for such over run unless arranged with Purchaser in advance in writing.
   
   
4. All warranties contained in UCC, including without limitation the warranties of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, shall be applicable to the goods supplied hereunder and said goods will conform to any specifications, drawings, samples or other descriptions furnished to the Purchaser by the seller or specified by the Purchaser. Seller warrants that all services contracted to be rendered hereunder will be rendered in a workmanlike manner and will be of quality and standard acceptable in the trade.
   
   
5. Seller agrees to fully indemnify and hold harmless the Purchaser, its agents and employees, from any and all liability, claims, demands, costs and expenses, including attorneys fees, legal costs and expenses, from any claim, demand or lawsuit regarding infringement by the goods of any patent, trademark or copyright issued to any party by the United States or foreign country, or because of any claim of adulteration or other defective condition in any manner involving the goods, or because of any fact or failure to act by Seller arising out of the services performed or to be performed by Seller, or any claim thereof, provided prompt written notice be given to the Seller of the bringing of any claim, lawsuit or action.
   
   
6. Seller guarantees that all goods furnished hereunder are produced, labeled, marked and shipped in compliance with all applicable Federal, State and local laws. Ordinances and regulations, including without implying any limitation, rules, guides and rulings of the Federal Trade Commission, all environmental laws and regulations, and in the case of imported goods, the Tariff Acts of the United States, and are not there under adulterated, misbranded, falsely invoices or misleadingly advertised. To the extent of any of the following Federal laws or similar State laws are applicable to the goods furnished hereunder, Seller agrees to comply with these laws, and the guarantees contained in such laws or regulations issued there under are hereby incorporated in this Purchase Order by reference as though fully set out herein. And shall be continuing and binding upon Seller. Fair Labor Standards Act; Fair packaging and Labeling Act; Food, Drug and Cosmetic Act; Flammable Fabrics Act; Occupational Safety and Health Act of 1970. Caustic Poison Act; Hazardous Substances Labeling Act. Seller further agrees to defend, indemnify and hold harmless the Purchaser, its agents and employees from all claims, liabilities, losses, damage and expenses, including attorneys fees, sustained or incurred because of the failure of said goods to comply with the provisions of this paragraph. Further, Seller shall be responsible for obtaining any permits to perform its obligations under this Purchase Order.
   
   
PRODUCT REQUIREMENTS:

Ship parts per current specs in their original packaging with factory label. Or bag and tag with part number and lot / date code numbers. Enter this order in accordance with the prices, terms, delivery method, and specifications listed above. NEW DATE CODE, NO MIXED DATE/LOT CODES UNLESS OTHERWISE SPECIFIED.

Material with shelf life must be marked with date of manufacturing and expiration date, accompanied by the appropriate material safety data sheet.

The ordered part should meet all of the electrical specifications for at least 6 months. Send all correspondence to:

IBS ELECTRONICS, INC., PURCHASING DEPARTMENT

SHIPPING INSTRUCTIONS:

Do Not Insure Packages

Insurance Costs are covered by IBS Electronics, Inc., please ask for the binder copy from the buyer. The Purchase Order Number must appear on the shipping label, otherwise it will be refused FEDEX COD Shipments will be REFUSED unless Authorized

Please make note of FEDEX & UPS ACCOUNT NUMBERS on the Purchase Order, we will hold you, the seller, responsible for freight charges if you place the wrong FEDEX or UPS account number or have used your own forwarder DO NOT SHIP PARTIAL BACK ORDER QUANTITIES UNLESS AUTHORIZED BY THE BUYER.

Please notify us immediately if you are unable to ship as Specified.