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e) Buyer may return standard Zctron products to Zetron for any reason within 30 days after delivery, provided that the returned Zetron products are
<br />eceived in their original condition, including all packing materials, for a refund of the price paid less a restocking charge of 20%of the amount invoiced
<br />or the returned products, unless such restocking charge is waived by Zetron in writing. Returns for any reason other than repair must be previously
<br />uthorized by Zetron and are subject to a restocking charge. No refunds or exchanges are authorized after 30 days from shipment. Before returning Zctron
<br />roducts for repair, buyers should notify Zctron. If they do not, returns for repair should be accompanied by a letter stating the nature of the problem, the
<br />anal and model numbers, and the brryer(s) name and telephone number. Specifications and prices are subject to change without notice.
<br />DESIGN CHANGES; CUSTOM PRODUCTS
<br />a) Zetron reserve the right to make changes in the design of its standard products at any time without incurring any obligation to make equivalent changes
<br />a Zetron products previously manufactured or shipped.
<br />b) Any Zetron products to be modified to fit unique applications or needs of buyer or which are produced in whole or in part by Zetron to buyer's
<br />pecificalions (as agreed in writing by the President of Zetron), are subject to the terms of a custom products addendum which is incorporated into these
<br />arms and conditions. In the event of any conflict between the custom products addendum and these terms and conditions, the custom products addendum
<br />hall control.
<br />0. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />a) Buyer shall defend, indemnify and hold Zetron and its employees, agents, owners, and affiliates against all claims, damages, liabilities, losses and costs
<br />including without limitation, reasonable attorneys' fees) arising from or based upon the use, sale or manufacture by Zetron, buyer or any third party, of any
<br />iortion of the Zetron products produced, in whole or in part, to buyer's specifications.
<br />b) Except for buyer's indemnification obligations stated above, Zetron will indemnify buyer for any damages and costs finally awarded against buyer on
<br />he grounds that the Zetron products, in the form delivered to buyer, infringe any U.S. patent or copyright, provided that buyer notifies Zetron in writing of
<br />uch claim within 10 days after learning thereof and the buyer fully cooperates with Zetron and gives Zetron full control over the defense and settlement of
<br />he claim. If any such claim is brought or appears to Zetron to be likely to be brought, Zetron may, at its option, replace or modify the Zetron products to
<br />nake them non -infringing or refund to buyer, upon the return thereof to Zetron, the price paid forthe Zetron products at issue, less a deduction of 20% of
<br />he price for each full year which has passed since the date of delivery. Buyer shall discontinue all use of any portion of the Zetron products that has been
<br />eplaced or modified or for which the price has been refunded. THE FOREGOING REPRESENTS ZETRON'S SOLE RESPONSIBILITY, AND
<br />3UYER'S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENTS OF ANY PROPRIETARY RIGHTS AND IS SUBJECT TO THE
<br />_IMITATION UPON ZETRON'S LIABILITY SET FORTH IN SECTION SEVEN (7).
<br />1. EXPORT OF PRODUCTS
<br />Phe export of any Zetron products or other items acquired hereunder is subject to compliance with the export control laws of the U.S. and other
<br />misdictions. Buyer represents and warrants that it is not subject to any order suspending, revoking or denying its export privileges and that any export of
<br />my products or items acquired from Zetron will be in full compliance with all applicable U.S. and foreign laws, regulations and orders. Buyer shall
<br />lefend, indemnify and hold Zetron, and its employees, agents, owners, and affiliates, harmless from and against any and all losses, costs, penalties,
<br />iabilities, obligations, claims, demands or expenses (including without limitation, reasonable attorneys' fees) of any kind arising out of, or occasioned by
<br />my export of the products or other items acquired from Zetron.
<br />2. CONFIDENTIALITY AND PROPRIETARY RIGHTS
<br />'etron's proprietary data ('Proprietary Data") includes, without limitation, all non-public ideas, product concepts, hardware, engineering data, software,
<br />specifications, manufacturing processes and techniques, reports, drawings, source code, protocols, computer databases, and other information embodied in
<br />my of the Products or otherwise disclosed to buyer by Zetron. Buyer promises to protect and preserve the confidentiality of all the Proprietary Data known
<br />o buyer. Buyer will not use any portion of the Proprietary Data except as may be required in connection with buyer's operation of the Zetron Products,
<br />Jo Proprietary Data, nor any disclosure, publication, or discussion thereof with or to third parties, other than employees who need to know the Proprietary
<br />lata for the purpose of utilizing the Zetron Products and who have agreed to protect its confidentiality, will be permitted without express prior consent of
<br />'etron in each instance. Buyer shall take all appropriate actions to secure the compliance by its officers, employees, agents and directors with the terms of
<br />his section. Buyer acknowledges that Zetron's remedies for any breach of this section may include, in addition to damages and other available remedies,
<br />injunctive relief enjoining any such breach.
<br />13. LIMITATIONS ON ACTIONS
<br />so action, regardless of form, arising out of this Agreement or the services or products provided hereunder may be brought by either party more than one
<br />,ear after the cause of action has accrued, except that an action for non-payment of any portion of the price or any other amounts owed to Zetron under this
<br />agreement may be brought at anytime within one year after the last payment thereon.
<br />14. FORCE MAJEURE
<br />Zetron will not be in breach of its obligations hereunder if performance of such obligations is prevented, delayed or made impracticable by any cause
<br />reyond the reasonable control of Zetron, including without limitation, acts or omissions of Buyer, acts of God or government, natural disasters or storms,
<br />ire, political strife, labor disputes, terrorism, failure or delay of transportation, default by suppliers or unavailability of parts.
<br />15. GENERAL
<br />Phase terms and conditions will be governed by and construed in accordance with the laws of the State of Washington. Any litigation between the parties
<br />:onceming these terms and conditions shall be brought in King County, Washington. If any of these provisions are held to be unenforceable, the
<br />mforecability, of the remaining provisions shall in no way be affected or impaired thereby. The prevailing party in any action or proceeding brought in
<br />connection with a breach of these provisions will be entitled to reimbursement by the other party for costs and reasonable attorneys fees. Further, Zetron
<br />eserves the right to revise products or specifications and to make changes to them from time to time without notice.
<br />ACCEPTANCE OF BUYER'S ORDER IS EXPRESSLY MADE CONDITIONAL ON BUYER'S ASSENT THAT THE PARTIES BE BOUND SOLELY
<br />3Y THESE TERMS AND CONDITIONS AND THE AGREED ALLOCATION OF RISK REFLECTED IN THE EXCLUSIONS AND LIMITATIONS
<br />JF LIABILITY.
<br />June 2002 Rev.H
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