"Goods" means all goods provided by Global IC Trading Group ("Seller"). All sales of Goods shall be made only upon these Terms and Conditions and NOT any purchase order or other document of Buyer. By accepting delivery of goods from Seller, Buyer shall be deemed to have consented to and accepted these Terms and Conditions. In spite of any conflict with any terms or conditions in any prior or later communication from buyer, Seller's failure to object to any terms which conflict with these Terms and Conditions shall not be deemed a waiver of objection thereto. Any change to these Terms and Conditions must be specifically agreed to in writing by a duly authorized representative of Seller.

PRICES

Quotations, unless previously withdrawn, are only open for acceptance by Seller within 3 days from quotation date and are subject to approval of Buyer's credit. Prices quoted do not include VAT or other taxes; prices quoted are subject to change without notice after the date of Seller's acceptance of Buyer's order where Seller has incurred increased costs due to exchange rate change, increased prices from supplier or surcharges. Seller retains the right to amend prices to correct errors or omissions.

DELIVERY AND TIME

Delivery dates quoted by Seller are best estimates only and time is expressly not of the essence unless otherwise stated. Late or partial delivery does not entitle Buyer to cancel its order. Buyer acknowledges that Seller will not be liable for any damage or injury arising from a delay in delivery. In the event of delivery by installments, Buyer is not entitled to treat the delivery of faulty Goods in any one installment as a repudiation of the entire agreement. Buyer must notify Seller in writing of non-delivery of Goods, or receipt of nonconforming or damaged Goods within 3 days of the delivery date. Delivery to Buyer is deemed to have been made when delivered to Buyer, or picked up by the carrier, or Buyer's agent at Seller's facility, whichever occurs first.

WARRANTY

Except for Consignment Goods and Special Orders, and provided that Buyer has given Seller written notification of a defect within 10 days of receipt of the Goods, Seller will refund the cost of, or its discretion, repair or replace free of charge any of the Goods found to its satisfaction to be defective, either due to faulty workmanship, or prior use. Goods purchased from Seller may be returned only at Seller's discretion, no later than 30 days from the invoice date, if the following conditions are met: 1) Only one Return Material Authorization (RMA) request per invoice, unless otherwise approved by Seller; 2) Goods must not be obsolete, Consignment Goods or Special Order; 3) Non-defective must be in resalable condition, meaning: new and unused, in original factory packaging, unopened with all external and internal factory seals intact, with all original parts and accessories (cables, software, documents, manuals, etc.) free of excessive shipping labels and stickers; 4) Defective Goods must be accompanied by a legitimate, independent test report confirming the defect; and 5) Goods must be received no more than 20 days after an RMA has been issued. Goods received more than 20 days after the RMA has been issued will be returned at Buyers expense. RMAs must be obtained from Seller before Buyer returns Goods for any reason. Goods sent to Seller without an RMA will be returned to Buyer at Buyer's expense, or Buyer will be assessed a 20% restocking charge. Goods returned to Seller become the property of the Seller. Seller makes no warranty, express, implied (including but not limited to warranties of merchantability and fitness for intended purposes), or statutory, other than the foregoing warranty. In no event shall seller be liable for Seller's alleged negligence or any incidental or consequential damages. All Consignment goods and special orders are sold "as is", with no express or implied warranties from Seller and with no return rights.

PAYMENT

Buyer shall pay for the goods in full, without offset or deduction, within the time frame and in the manner set forth on the invoice. For those sales that do not require payment in advance of or upon delivery, if payment is not received by Seller within the period set forth on the invoice. Buyer shall pay to Seller, on demand, a late payment charge of 1.5% per month of the unpaid balance or the maximum rate of interest allowed by law, whichever is less. Time is of the essence with respect to Buyer's obligation to pay all invoices in full in a timely manner.

All checks are subject to collection. Seller may offset against any payment hereunder any amount owed to Seller by Buyer, whether under this or any other contract between Buyer and Seller. Acceptance of any partial payment shall not constitute waiver of Seller's right to payment in full of all amounts owing from Buyer to Seller.

Buyer hereby grants to Seller a security interest in the goods shipped pursuant to this Contract, including all accessions to and replacements of the goods and the proceeds thereof, to secure the due and punctual payment of the purchase price of goods and other amounts owing hereunder. Buyer shall execute and deliver to Seller any additional documents, instruments, financing statements, or amendments that Seller deems necessary or advisable to maintain, continue, and perfect the security interest created.

OWNERSHIP, SECURITY INTEREST AND RISK

All Goods are shipped "Ex-Works" Laguna Hills (per incoterms 2000). Seller's responsibility for damage to Goods ceases upon delivery of the Goods at its facility. Buyer agrees that Seller shall retain a purchase security interest in all Goods which it has sold to Buyer, and to any proceeds from the disposition of the Goods, until the purchase price and any other charges due to Seller have been paid in full. Buyer agrees to execute any financial statements or other documents which Seller may request in order to protect Seller's security interest. Buyer expressly authorizes Seller to execute such security documents on Buyer's behalf and hereby designates Seller its attorney-in-fact for such limited purposes. In addition to the rights and remedies granted by these Terms and Conditions, Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights shall be cumulative. In the absence of instructions as to shipping, Seller will select a carrier who is not its agent. Special instructions with regard to packaging must be in writing on the purchase order. Such instructions shall not change the "Ex-Works" terms of shipping and Seller will have no liability for such shipment.

CANCELLATIONS AND RE-SCHEDULES

Requests to cancel or reschedule orders must be made in writing by Buyer to Seller. Seller is under no obligations to accept such cancellations or reschedules. Without waiving any of its rights, Seller is entitled to recover its costs incurred and profits lost as a result of Buyer's cancellation or rescheduling of an order.

TECHNICAL ADVICE AND DATA

Any technical advice offered or given in connection with the use of any Goods is an accommodation to Buyer without charge, and Seller is not liable or responsible whatsoever for the content or use of that advice. Without Seller's prior written consent, Buyer shall not use, duplicate, or disclose any technical data delivered or disclosed by Seller to buyer for any purpose other than for installation, operation, or maintenance of the Goods purchased by Buyer form Seller.

EXPORT CONTROL REGULATIONS

Some or all of the Goods supplied by Seller may be subject to export control regulations. Such Goods may not be imported or exported by Buyer without prior approval of the relevant authorities. It is the responsibility of Buyer to obtain such approval. Under no circumstances will Seller be liable for any loss or damage incurred by Buyer as a result of Buyer's contravention of any export control regulations.

TAXES

Seller's prices do include sales, use, excise or other similar taxes. Accordingly, Buyer shall pay, in addition to the prices specified by the Seller, all local, state, and federal taxes, including all sales, use excise or other similar tax, payable with respect to the Goods or the transactions contemplated herein, or, alternately, provide Seller with tax exemption certificates acceptable to the applicable taxing authority.

LAW

This sale is entered into in Orange County, California and is governed by the laws of the State of California without giving effect to the principals of conflict of laws. If any dispute should arise between Seller and Buyer as to a sale of Goods or the Terms and Conditions, Buyer hereby expressively submits and consents to jurisdiction of the State District Courts of Orange County, California for the purpose of legal resolution. In the event that any of these Terms and Conditions is determined to be unenforceable, the other Terms and Conditions shall remain in full force and effect. Failure of Seller to enforce at any time any of the Terms and Conditions shall not be deemed a waiver of any Seller's rights and shall not affect the validity of the sale or these Terms and Conditions.