Terms & Conditions

Terms and Conditions

1. Except as otherwise set forth on the front of this document: Terms of payment are net 30 days

from invoice date; prices are FOB Hyper IC Florida Inc facility; and prices do not include

any duty or other similar charges, payment of which will be the sole responsibility of customer.

Prices are conditioned upon timely payment and any past due balance will accrue interest at the

monthly rate of one and one-half percent. Freight charges may be constructed on the basis of

standard carrier tariffs and may not reflect actual transportation costs. Hyper IC Florida Inc

reserves the right to modify terms prior to shipment, require payment in advance, or delay or

cancel any shipment or order by reason of customer’s credit worthiness or should customer fail to

fulfill any obligation when due.

2. In the absence of prior agreement as to shipping, Hyper IC Florida Inc may select the

carrier, to customer, or to customer’s agent (including, without limitation, any test house or value

added service provider), whichever occurs first. Customer will pay for storage charges if products

are held by Hyper IC Florida Inc at customer’s request pending instructions or rescheduled

delivery.

3. Hyper IC Florida Inc warrants those products assembled or customized by it against cause

solely by the faulty assembly or customization for 30 days after delivery. All other products and

the components and materials utilized in any assembled or customized products, are covered by,

and subject to, the terms, conditions, and limitations of the manufacturer’s standard warranty,

which warranty is expressly in lieu of any other warranty, express or implied, of or by Hyper IC Florida Inc

Components Inc or the manufacturer. Customer’s exclusive remedy, if any, under these

warranties is limited, at Hyper IC Florida Inc.’s election, to any one or (a) refund of

customer’s purchase, (b) repair by Hyper IC Florida Inc Components or the manufacturer of any products

found to be defective, or (c) replacement of any such product. Customer acknowledges that

except as specifically set forth or referenced in this paragraph, THERE ARE NO

REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN

ADVERTISING MATERIALS, BROCHURES OR OTHER DESCRIPTIVE LITERATURE) BY HYPER IC FLORIDA INC

COMPONENTS OR ANY OTHER PERSON EXPRESS OR IMPLIED, AS TO THE CONDITION OR

PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR

PURPOSE, OR OTHERWISE. HYPER IC FLORIDA INC ASSUMES NO RESPONSIBILITY OR

LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCTS SPECIFICATIONS OR THE

PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO HYPER IC FLORIDA INC

COMPONENTS INC BY OR ON BEHALF OF CUSTOMER. Use of the customer’s part number on this

document or on any products is for convenience only and does not constitute any representation

by Hyper IC Florida Inc with respect to the performance, specifications, or fitness of any

part for any purpose.

4. Customer is responsible for all costs and expenses incurred by Hyper IC Florida Inc in

collecting any sums owing by customer (which may include, but are not limited to, collection

agency and reasonable attorney fees). If Hyper IC Florida Inc incurs costs collecting on any

judgment arising out of customer’s breach, customer will be responsible for them, and this

provision will survive the entry of any such judgment. Hyper IC Florida Inc shall have the

right to offset any sum owed by Customer to Hyper IC Florida Inc or any Hyper IC Florida Inc

Components Inc subsidiary. All transactions are governed by the laws of the State of Florida. The

parties waive any right to trial by jury.

5. Products are deemed accepted by customer unless customer notifies Hyper IC Florida Inc

in writing within 10 days of delivery of product shortages, damage or defect. No returns may be

made for any reason without a Return Authorization Form issued by Hyper IC Florida Inc.

If customer refuses to accept tender or delivery of any products or Returns any products without

authorization from Hyper IC Florida Inc, such products will be held by Hyper IC Florida Inc

Components Inc awaiting customer’s instruction for 20 days, after which Hyper IC Florida Inc

Inc may deem the products abandoned and disposed of them as it sees fit, without crediting

customer’s account.

6. Hyper IC Florida Inc will not be liable for any failure or delay in its performance or in the

delivery or shipment or products, or for any damages suffered by customer by reason of such

failure or delay, when such failure or delay is caused by, or arises in connection with, any fire,

accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike,

shortage of labor, fuel, power, materials or supplies, delay in delivery by Hyper IC Florida Inc

Inc.’s suppliers or any other cause or causes beyond Hyper IC Florida Inc.’s control.

Hyper IC Florida Inc reserves the right to cancel without any liability any order, the

shipment of which is or may be delayed for more then 30 days by reason of such cause.

Hyper IC Florida Inc reserves the right to allocate in its sole discretion among customers or

potential customers, or defer or delay the shipment of, any product which is in short supply.

7. All quotations and sales are made only upon these terms and conditions and those on the front of

this document. This document and not any purchase order or other customer document (which, if

construed to be an offer is hereby rejected), will be deemed an offer or counter offer and is a

rejection of any other terms or conditions. Customer, by accepting any products, making any

payments or ordering any products having previously received these terms and conditions, will be

deemed to have assented to these terms and conditions, notwithstanding any terms contained in

any prior or later communication from customer and whether or not Hyper IC Florida Inc

will specifically or expressly object to any of customers terms. Hyper IC Florida Inc.’s

failure to object to any document, communication or act of customer will not be deemed a waiver

of any of these terms and conditions. Any addition or change to these terms and conditions must

be specifically agreed in writing by a duly authorized officer of Hyper IC Florida Inc before

becoming binding on Hyper IC Florida Inc.

8. If customer’s order is placed under a contract with the United States Government, Hyper IC Florida Inc

Components Inc aggress to comply with those contract provisions and regulations with which,

pursuant to law, it must comply and of which customer has, at the time of order placement,

placed Hyper IC Florida Inc on notice. On no event will the United States Government Cost

Accounting Standards apply. All right in technical data and software owned or licensed by

Hyper IC Florida Inc or the Manufacturer are hereby reserved and deemed restricted or

limited. No provision of customer contract with the government will be binding on Hyper IC Florida Inc

Components Inc or the manufacturer except as expressly set forth in this paragraph. Unless

specifically otherwise agreed in writing by Hyper IC Florida Inc, acknowledges that

products sold by Hyper IC Florida Inc Components are not intended for and will not be used in life support

systems, human implantation, nuclear facilities or systems or any other application where product

failure could lead to loss of life or catastrophic property damage. Customer will indemnify and

hold Hyper IC Florida Inc In charmless from any loss, cost or damage resulting from

customers’ breach of the provisions of this paragraph.

9. Products may be subject to export or resale restriction or regulation, and customer acknowledges

that it will comply with such restrictions and regulations. Products may have been imported. Any

statement as to product country of origin or compliance with applicable law (including, without

limitation, that products are lead free or RoHS compliant) is as provided to by its suppliers, and

Hyper IC Florida Inc does not warrant its accuracy and will not be liable for any error with

regard to same. Customer uses such information at its own risk.

10. Hyper IC Florida Inc certifies that it complies with all applicable requirements of Section 6,

7 and 15 of the Fair Labor Standard Acts, as amended, and of regulation and orders of the United

States Department of Labor issued under Section 14 thereof.

11. Except for the warranty coverage reference in paragraph 3, above. NEITHER HYPER IC FLORIDA INC

COMPONENTS INC NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO

CUSTOMER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED IN

WHOLE OR IN PART, DIRECTLY OR INDIRECTLY BY THE INADEQUACY OF ANY PRODUCTS FOR

ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY PRODUCT (WHETHER OR NOT

COVERED BY ANY WARRANTY). BY THE USE OR PERFORMANCE OF ANY PRODCTS OR BY ANY

FAILURE OR DELAY IN HYPER IC FLORIDA INC’S PERFORMANCE HEREUNDER, OR FOR

ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE

DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR

LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT CUSTOMER WILL HAVE INFORMED

HYPER IC FLORIDA INC COMPONENTS OF THE POSSIBLITY OR LIKELIHOOD OF ANY SUCH DAMAGES.

12. The performance of any value-added service may void the manufacturer’s warranty and render

products non-returnable. Orders incorporating such services are, accordingly, non-cancelable and

the products are non-returnable. Any third party value-added service provider is deemed to be an

agent of customer.

13. Any software or any intellectual property included in or relating to products is supplied by its

manufacturer or licensor. Hyper IC Florida Inc makes no representation or warranty with

respect thereto and will have no liability in connection therewith. Customer agrees to comply with

all requirements with regard to proprietary and similar rights in and to any intellectual property

(including any requirement to enter a separate license agreement and prohibitions against

duplicating or disclosing the same), even if the seal on any “shrink wrapped” software has been

broken by Hyper IC Florida Inc. If customer provides Hyper IC Florida Inc with any

intellectual property, customer warrants that it has all necessary legal rights to such property.

Customer warrants that it has all necessary legal rights to such property. Customer will indemnify

Hyper IC Florida Inc against and hold it harmless from any and all liability, cost or expense

arising from a breach or purported breach of the requirements described in this section.

14. Hyper IC Florida Inc may assign accounts receivable to a Hyper IC Florida Inc

affiliate. In order to defray the cost of customer account administration, any credit balance or

other sum owed to customer that remains unclaimed by customer for a period of eighteen months

will become the property of Hyper IC Florida Inc.

15. No order may be cancelled, rescheduled or reconfigured without Hyper IC Florida Inc.’s

prior written authorization and, in such event; customer will be liable to Hyper IC Florida Inc

Inc for any additional cost and expenses incurred by Hyper IC Florida Inc. Prices are

subject to change by Hyper IC Florida Inc upon customer rescheduling or reconfiguration

of orders. Prices are also subject to change in response to supplier price increases, whereupon,

customer may cancel the undelivered portion of any affected order by delivering written notice to

Hyper IC Florida Inc prior to the shipment thereof and within 10 days of its receipt of

notice of the price increase.