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INTERNATIONAL CRYSTAL MANUFACTURING COMPANY, INC.

TERMS AND CONDITIONS

1. ACCEPTANCE OF ORDER BY ICM

A. Terms and Conditions

Buyer's order to purchase crystals is accepted upon the terms and conditions stated in this Agreement. None of the terms and conditions set forth in Buyer’s order to purchase that are additional to or conflict with the terms and conditions set forth in this Agreement shall be binding upon International Crystal Manufacturing, Inc. ("ICM") and ICM hereby rejects such inconsistent and additional terms and conditions, unless otherwise agreed to in writing by an authorized ICM representative.

B. Acknowledgement.

Upon receipt of Buyer’s order to purchase, ICM will send Buyer confirmation of Buyer’s order along with the terms and conditions of the order to purchase. If Buyer objects to any terms and conditions of the order to purchase or if there is a discrepancy in Buyer’s order, Buyer must notify ICM within five (5) business days of the date of confirmation. Buyer acknowledges that if it fails to notify ICM of any objections or discrepancies within five (5) days that Buyer accepts and is bound by all terms and conditions contained in this Agreement.

C. Governing Law

The terms of this Agreement and all rights and obligations under it shall be governed by the laws of the state of Oklahoma.

2. CANCELLATIONS

All orders are non-cancellable and non-returnable to ICM and cannot be changed by Buyer after such order has been acknowledged by ICM, unless otherwise agreed to in writing by an authorized ICM representative. Buyer shall be responsible for the full purchase price of any crystals any time after the order is entered for production by ICM.

3. MODIFICATIONS

Unless otherwise provided, ICM reserves the right to modify the specifications of crystals ordered by Buyer if the modifications do not materially affect the form, fit or function of the crystals.

4. PRICES

A. Price Change

Unless otherwise agreed to in writing by an authorized ICM representative, all prices are subject to change without notice and will be established by ICM at the time of the order acceptance.

B. Errors

ICM will not be responsible for errors occurring during the transmission of the order to ICM or errors made by Buyer.

C. Taxes and Other Charges

Unless otherwise stated in writing by ICM all prices quoted shall be exclusive of transportation, taxes, and insurance (including without limitation any sales, use or similar tax). Such taxes and other charges will appear as separate additional items on ICM invoices.

5. PAYMENT

Unless otherwise agreed to in writing by an authorized ICM representative, payment for any order to purchase is due prior to or at the time of the submission of the order to purchase.

A. Late Payment

A one percent (1%) service charge will be added for every month that the amount due remains unpaid after the due date.

B. Security Interest

ICM retains a purchase money security interest under the Uniform Commercial Code as enacted in the state of Oklahoma in the crystals purchased from ICM until Buyer has paid in full. In the event of default by Buyer under these terms and conditions, ICM shall have the rights and remedies of a secured creditor under the Uniform Commercial Code.

C. Termination

In the event Buyer fails to comply with any payment obligation to ICM, ICM shall have the right to cancel orders to purchase of Buyer. In the event ICM shall have reasonable grounds to doubt, at any time, Buyer’s financial responsibility to perform under the contract, ICM shall demand in writing adequate assurances of performance from Buyer and shall, until such assurances are received from Buyer, suspend its performance under the contract. Upon receipt of a justified demand, as provided hereunder, Buyer’s failure to provide adequate assurances of performance, acceptable to ICM, within two (2) business days of receipt of such notice, shall be considered a repudiation of the contract.

6. SHIPMENT

A. F.O.B. Point

All prices are F.O.B. ICM’s plant unless otherwise agreed to in writing by an authorized ICM representative. Buyer shall pay all transportation costs.

B. Method of Shipment

Normally ICM will ship in accordance with Buyer’s shipping instructions. In absence of specific instructions or if Buyer’s instructions are deemed unsuitable, ICM reserves the right to ship by the most appropriate methods.

7. RISK OF LOSS

Unless otherwise agreed to in writing by an authorized ICM representative, all sales under this Agreement shall be F.O.B. ICM’s plant and title to the crystals and risk of loss and damage shall pass to Buyer upon delivery to the carrier at ICM’s plant.

8. DELIVERY DATES

ICM will make every reasonable effort to meet delivery date(s) quoted. However, ICM will not be liable for its failure to meet the quoted delivery date(s) or for any other delay in performance due to unforeseen circumstances or causes beyond ICM’s control including, but not limited to, any delays due to strikes, riots, acts of God, shortages of labor or materials, terrorist strikes, war, governmental laws, regulations, or restrictions, or any other causes of any kind.

9. PACKING

All crystals shall be packed, if appropriate, for shipment and storage in accordance with standard commercial practice. All packing will conform to requirements of carrier’s tariffs.

10. COPYRIGHTED MATERIAL

ICM’s copyrighted material may not be copied onto any media, for any purpose without ICM’s approval in writing.

11. WARRANTY

ICM warrants to Buyer that its crystals substantially conform to all specifications, which may be contained in the ICM publications and are free from defects in material and manufacture as of the date the crystals are shipped by ICM. ICM’s guarantee provides that:

A. The crystal will be within tolerance and will be guaranteed only to work in the equipment or oscillator load.

B. All ICM crystals are guaranteed against defective materials and workmanship for one (1) year when used in the correct equipment or oscillator load.

C. All crystals should be checked immediately upon receipt. Buyer must report any discrepancies in the packing slip to ICM within five (5) days of receipt of order. The crystals should then be returned for inspection and replacement.

D. All crystals are guaranteed to meet the specifications as listed on ICM’s current catalog crystal information sheets.

E. IMPORTANT. Please keep the packing slip until the crystals have been checked for proper operation in your equipment. If there are any questions please return the packing slip with the crystals since it gives the ICM catalog number, factory order number, etc. so that we may follow through with your questions. Without this information your inquiry may be delayed.

12. RETURN CRYSTAL POLICY

A. These crystals were custom made to Buyer’s order and are not stock items, therefore, the guarantee applies only when the crystals have been returned to ICM, and the tests applied by ICM technicians indicate that the crystals are defective. When it is necessary for Buyer to request that replacement crystals be sent before the original crystals are returned, the replacement crystals will be forwarded and billed.

B. If replacements are ordered, the defective crystals, when returned, will be tested and inspected for operation in the circuit for which they were originally processed, and if found to be defective because of defective materials or poor workmanship, ICM will repair or replace the crystals on a no-charge basis, and return the crystals to Buyer, freight prepaid and insured by ICM

C. Any products deemed not defective and not qualifying for warranty work will be returned at Buyer’s risk and expense. ICM may charge Buyer its standard rates for any handling of such products.

13. LIMITATION OF WARRANTY

This warranty is extended to Buyer only. The foregoing warranty shall not apply to defects resulting from:

A. Physical damage to the crystal if it has been opened or broken in the field.

B. Discrepancies in the packing slip that Buyer fails to report within five (5) days of receipt of the crystals.

C. Crystals found defective because of operation in circuits producing excessive drive

D. Customer error other than those circumstances covered by warranty.

14. ASSIGNMENT

Any attempt to assign or transfer any of the rights, duties or obligations under this agreement shall render such assignment or transfer to be null and void.

15. SEVERABILITY

In the event that any term or condition contained in this Agreement should for any reason be declared invalid, the remaining terms and conditions shall remain in full force and effect.

16. ADDITIONAL TERMS

No U.S. Government Procurement Regulations or Foreign Government Regulations required to be included hereunder shall be binding on either party unless specifically agreed to in writing prior to incorporation herein.

17. DISCLAIMER OF WARRANTY

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, ANY IMPLIED WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING OR TRADE OR ANY OTHER OBLIGATION OF ICM.

18. REMEDIES AND LIMITATION OF LIABILITY

BUYERS’ SOLE AND EXCLUSIVE REMEDY, AND ICM’S SOLE LIABILITY, WITH RESPECT TO ANY BREACH OF WARRANTY, SHALL BE AT ICM’S OPTION:(A) REPAIR OR REPLACEMENT OF THE DEFECTIVE OR NONCONFORMING CRYSTALS OR (B) REFUND OF BUYER’S PURCHASE PRICE FOR THE DEFECTIVE OR NONCONFORMING CRYSTALS.

IN NO EVENT WILL ICM’S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT) EXCEED THE PURCHASE COST OF THE CRYSTALS OR AT THE OPTION OF ICM THE REPLACEMENT COST OF THE CRYSTALS. IN NO EVENT SHALL ICM BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM SUCH CAUSE. This warranty does not cover damages that occur during shipment. Claims for damages in shipment should be made in accordance with the terms of the shipping agreements.

19. SUBSEQUENT PURCHASERS

The terms and conditions of this Agreement, including but not limited to the disclaimer of warranties, remedies and limitations of liability, extend to all subsequent purchasers of ICM’s crystals, including where the crystals are a component of a product. BUYER SHALL INCLUDE A COPY OF THESE TERMS AND CONDITIONS IN ANY SALE TO A SUBSEQUENT PURCHASER. If Buyer fails to include this notice to any subsequent purchaser, Buyer shall indemnify ICM for any liability resulting from Buyer’s failure to include such notice.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and cannot be amended, waived, or modified unless the parties so agree in writing. This Agreement supersedes all prior agreements or assertions whether oral or written in all communications between parties.

Call us today at 1-800-725-1426, email us at info@icmfg.com or request an online quote for crystals, oscillators, or filters.

International Crystal Manufacturing
10 North Lee Avenue • Oklahoma City, OK 73102
Toll Free Phone: 1-800-725-1426 • Toll Free Fax: 1-800-322-9426
Phone: 1-405-236-3741 • Fax: 1-405-235-1904
Email: info@icmfg.com

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