Terms of sales QUANTUM LABS COMPONENTS,BARE DICE TECHNOLOGIES,CHIP DIODESS MANUFACTURER,BARE DICE SUPPLIER OF QUANTUM LABS CHIP RESISTORS, CHIP CAPACITORS, CHIP INDUCTO

TERMS AND CONDITIONS OF SALES

1. LIMITS OF AGREEMENT
The terms and conditions as set forth herein as well as any additional terms and conditions that may appear on the face hereof shall constitute the entire agreement between our company the Seller and your company the Buyer.

2. SHIPPING INFORMATION
All shipments shall be EX WORKS Seller's facility in California. (i.e. Seller makes the goods available to the Buyer at the Seller's own premises). At Buyer's request the Seller will accept deliveries FOB Seller's facility in California. (i.e. Seller is called on to deliver the goods to a carrier named by the Buyer. These are shipment contracts with the shipment point named, and carriage unpaid by the seller.) Seller reserves the right to request a prepaid deposit to cover the cost of freight, especially on international shipments. Deposit will be refunded to the customer or applied as credit once Seller receives proof that shipping charges have been accepted and paid by customer. The selected carriers are FedEx and UPS.
Default shipping method is FedEx Standard Overnight or UPS Next Day Air. Buyer has to provide Seller with a valid FedEx or UPS account #. Ground shipments, prepaid and add or shipments to PO Boxes or freight forwarders are not available.
Where special domestic or export packaging is specified involving greater expense, supplemental charges will apply to cover such extra expense. When customer does not provide a valid FedEx or UPS account # a minimum charge of $25 will apply to any shipment in California, a minimum of $40 to any destination to continental US and a minimum of $55 to Hawaii, Alaska and US possessions.

3. DELIVERY
a) Estimated Standard Lead-time (in business working days ARO - Not including shipping time) - in accordance with quote.
b) Rush delivery and rush charges (in business working days ARO - Not including shipping time). Rush delivery may apply to certain custom TECHNOLOGIES. For Rush Orders (RFQ requiered), a rush charge of up to 100% is added to the total charges.
Seller will attempt to meet shipment schedules. However, any shipment quotation or forecast on an order acknowledgment is only an estimate of the time required to make shipment and Seller will not assume liability, consequential or otherwise, because of any delay or failure to deliver all or any part of any order for any reason, including its active or passive negligence. Seller reserves the right to allocate inventories and current production in any way it deems necessary. Delivery does not include vacation or any US holidays nor holidays observed overseas by any of our subcontractors. Delivery does not include shipping and transit time.
SPECIAL NOTE: Quantity for any custom made product will include a tolerance of ±20%. Final cost will match the actual shipped quantity.

4. TAXABILITY
Prices and orders do not include Federal, State or local excise, sales, use or other taxes now or hereinafter enacted, which are applicable to the TECHNOLOGIES sold hereunder or this transaction, which tax or taxes will be added by Seller to the sales price when Seller has the legal obligation to collect the same and will be invoiced to and paid by Buyer, unless Buyer provides Seller with a proper tax exemption certificate. In the event Seller is required to pay any such tax, fee or charge at the time of sale or thereafter, the Buyer shall reimburse Seller therefore.
For all international orders, Buyer is responsible for any customs duties and taxes that may occur.

5. PAYMENT TERMS
Domestic orders:
Several convenient payment options are available for first time customers: Cashier Check, COD, Visa, Master Card, PPD (prepaid), Wire transfers. Minimum order is $125.00/line item, however it varies as a function of the type of product ordered.
Company checks are accepted from customers with Net 10 or Net 30 open account. US MICROWAVES extends credit only to well qualified US government institution and US companies, credit being extended for 10/30 days after delivery of goods. Invoices will be issued for each partial shipment.
A credit application is available to download on customer's special created portal. When opening a credit account please allow sufficient time to complete the approval process.
Seller reserves the right to require alternative payment terms, including, without limitation, sight draft, letter of credit or payment in advance.
All payments shall be made to Seller at its principal office in Santa Clara, California, or such other office as designated on the face hereof.
All invoice paid after due date will be assesses a late payment service charge of eighteen (18%) per annum or the maximum allowed by applicable law. If the Buyer fails to make advance payment when requested by Seller, or if the Buyer is or becomes delinquent in the payment of any sum due Seller (whether or not arising out of this order) or refuses to accept C.O.D. shipment, then Seller shall have the right, in addition to any other remedy to which it may be entitled in law or equity, to cancel the sales order, refuse to make further deliveries, and declare immediately due and payable all unpaid amounts for goods previously delivered to the Buyer. Partial shipments made under any order shall be treated, as a separate transaction and payment thereof shall be made accordingly. However, in the event of any default by Buyer, Seller may decline to make further shipments without in any way affecting its rights under such order.
The Seller may, at any time or times suspend the credit privileges due to payments history.
For first time Buyers, first order is Credit Card ONLY.
International orders:
International orders are processed in addition to the United States and its territories. All international orders are exported from US in accordance with the Export Administration Regulations. Diversion contrary to US law is prohibited. Unless otherwise stated the terms of the sale are T/T in advance i.e. Buyer shall transfer funds into Seller's Corporate bank account. Seller's bank account information will be provided to Buyer only after acceptance of order. No order is processed until receipt in full of funds. A $50 International handling fee is charged for all orders. Major credit cards are also accepted as an alternative to a T/T in advance - Visa, Master Card. Credit cards are charged at the time of placing the order.

6. BANKRUPTCY OR INSOLVENCY OF BUYER
If the financial conditions of the Buyer at any time is such as to give Seller, in its judgment, reasonable grounds for insecurity concerning Buyer's ability to perform its obligations under this agreement. Seller may (a) by notice in writing to Buyer, cancel this agreement, without judicial intervention or declaration of default of Buyer and without prejudice to any right or remedy which may have accrued or may accrue thereafter to Seller, (b) require full or partial payment in advance and suspend any further deliveries for continuance of the work to be performed by Seller until such payment has been received or (c) make shipments C.O.D.

7. LICENSING
Prices quoted are for the TECHNOLOGIES and services described on the face hereof only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than Seller's standard tests unless expressly agreed to in writing by Seller.

8. PROPRIETARY RIGHTS
The sale of the TECHNOLOGIES hereunder to Buyer shall in no way be deemed to confer upon Buyer any right, interest or license in any patents or patent applications or design copyrights the Seller may have covering the TECHNOLOGIES. Seller retains for itself all proprietary rights in and to all designs, engineering details, and other data and materials pertaining to any TECHNOLOGIES supplied by Seller and to all discoveries, inventions, patents and other proprietary rights arising out of the work done by Seller in connection with the TECHNOLOGIES or with any and all TECHNOLOGIES developed by Seller as a result thereof, including the sole right to manufacture any and all such TECHNOLOGIES. Buyer warrants that it will not divulge, disclose, or in any way distribute or make use of such information, and that it will not manufacture or engage to have manufactured such TECHNOLOGIES. The Seller's processes are not published for industrial distribution and are proprietary. The Seller maintains all processes quoted internally.

9. QUALITY ASSURANCE
The Seller certifies that the article and/or services listed and shipped will be inspected and will be in full accordance with the requirements of said request for quote and MIL-STD-38510/MIL-STD-883 as applicable to the order. We further certify that inspection evidence, including test data for supplied materials and for services performed by the Seller and/or contracted vendors will be available from our files for a period of at least three (3) years.

10. INSPECTION AND ACCEPTANCE
The Buyer shall have the right to inspect the goods upon tender of delivery. Failure of the Buyer to inspect the goods and give written notice to the Seller of any alleged defect or nonconformity within ten (10) days after tender of delivery shall constitute an irrevocable acceptance by Buyer of the goods delivered to him, provided the goods for which Seller agrees in writing to provide installation by its personnel, shall be deemed accepted by Buyer upon completion by Seller of its applicable acceptance tests or execution of Seller's acceptance form by Buyer. Notwithstanding the foregoing, use of any such goods by Buyer, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute acceptance of the goods by Buyer.

11. RETURNS
The TECHNOLOGIES may not be returned to Seller without first obtaining Seller's consent. The request for return and replacement must be filed with Seller and shall include purchase order number, date shipped and any and all other identifying numbers (such as invoice number, date of invoice, P.O. numbers, etc.). Each request for return of TECHNOLOGIES for replacement should state the type and quantity of goods, the part numbers and the reasons for the return. If return authorization is granted, TECHNOLOGIES shall be returned in a clean, well-packaged condition. No replacement for defectives will be shipped in any event, unless the alleged defectives are, among other things, established to Seller's satisfaction after suitable testing and inspection by Seller. The Seller will respond with Corrective Action Report and replace such defective TECHNOLOGIES as soon as they are available. The defective parts have to be returned at Seller facility not later than 15 days after the delivery date stated in the packing slip, transportation costs prepaid and borne by Buyer (unless otherwise provided on the face hereof). The risk of loss of the goods shipped or delivered to Seller's plant for repair or replacement will be borne by Buyer.

12. LIMITATION OF LIABILITY
Seller will not be liable for any loss, damages or penalty resulting from delay in delivery of the TECHNOLOGIES when such delay is due to causes beyond the reasonable control of Seller, including without limitation, supplier delay, force major, act of God, labor unrest, fire, explosion or earthquake. In any such event, the delivery date will be deemed extended for a period equal to the delay.
Seller will not be liable for more than the amount stated on the face of the order issued by the Buyer. Any replacements made for quality reasons have to be made within the acceptable return period (10 days after delivery of order) and Buyer has to have a current account with the Seller (no past due invoices).

13. ERRORS
Stenographic and clerical errors are subject to correction.

14. CANCELLATION
All purchase orders placed with the Seller are non-cancelable.

15. APPLICABLE LAW; JURISDICTION AND VENUE
This agreement will be governed by the laws of the State of Colorado. The Colorado state courts of El Paso County, Colorado (or if there is exclusive federal jurisdiction, the United States District Court for the District of Colorado) will have exclusive jurisdiction and venue over any dispute arising out of this agreement, and Buyer hereby consents to the jurisdiction of such courts.

16. ATTORNEY'S FEES AND COSTS
Reasonable attorneys fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this agreement.

17. HOW TO ORDER
Seller accepts and acknowledges ONLY purchase orders placed on line. Purchase orders shall provide contact names, shipping and billing addresses, telephone numbers and e-mail addresses for the Buyer. The orders shall comply with the terms and conditions specified by the Seller according to Quote, any inadvertence might cause a delay in processing the order.
Quote Number/PO Number must be shown on all orders, communications, etc.
In placing this order it is understood that the Buyer agrees to the terms and conditions shown and also the Seller's TERMS AND CONDITIONS OF SALE, all of which are hereby made a part of this non-cancelable order.
In case that for any reason, the send button does not seem to work, please contact us from within your business portal.

18. END USE LIMITATIONS
Seller 's TECHNOLOGIES are not authorized for and should not be used within support systems which are intended for surgical implants into the body, to support or sustain life, in aircraft, space equipment, submarine, or nuclear facility applications without the specific written consent.

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