These terms and conditions apply to all quotations and purchase orders (oral, written or electronic) accepted by MicroGroup, Inc. ("MicroGroup"); they are an integral part of the sale contract between MicroGroup and Buyer.

1. PRICES - Applicable prices are those specified in MicroGroup's Order Verification and do not include applicable destination charges or taxes. Prices are subject to revision when interruption, delays, engineering changes or changes in the quality, quantity, or scope of order are caused or requested by Buyer. Prices are also subject to revision based on changes in economic and financial conditions after the date of Order Verification over which MicroGroup has no control. All prices quoted and confirmed are subject to correction for typographical or clerical errors. Unit prices apply only to the specific quantity and delivery schedule quoted.

2. PACKAGING: Standard packaging for domestic commercial shipment is included in the quoted price. When special packaging is specified or required, Buyer shall reimburse MicroGroup for all costs incurred.

3. TITLE AND DELIVERY: All sales are F.O.B. point of shipment. Unless otherwise specified by MicroGroup, the point of shipment shall be MicroGroup's plant, Medway, Massachusetts. Unless specific instructions from Buyer specify which method of shipment is to be used, MicroGroup will exercise its own discretion. If the order calls for delivery by installments, each such installment will be deemed sold under a separate and independent contract, and default in any shipment or delivery shall not invalidate this contract as it pertains to any other shipments or deliveries. Delay in delivery of any installment will not relieve Buyer of its obligation to accept remaining deliveries. MicroGroup may vary quantities of products to be delivered up to +/- (10%) ten percent. Shipment of plus or minus 10 percent of order quantity will be considered to have completed the order.

4. PAYMENT: Where MicroGroup has extended credit to Buyer, terms of payment shall be net thirty (30) days from date of invoice. The amount of credit may be changed, or credit withdrawn, or terms of payment changed, by MicroGroup at anytime. In the event Buyer becomes the subject of a bankruptcy or other insolvency proceeding, or fails to pay MicroGroup's invoices as they become due, MicroGroup may cancel any order then outstanding and receive reimbursement for the cancellation damages. In case of a partial return of goods by Buyer owing to defects covered by warranty, the relevant invoice shall be paid within the term stated and for the amount corresponding to the products accepted. Buyer is in no event entitled to make reductions on the invoice unit prices or quantities without prior written approval of MicroGroup. If invoiced amounts are not paid when due, Buyer will pay, in addition to all amounts otherwise due MicroGroup and without limiting any remedies available to MicroGroup at law or in equity, a delinquency charge in the amount of the lower of one and one-half percent per month (eighteen percent per annum), or the maximum rate allowable by law, on such overdue amounts, plus all court costs, expenses, and attorney's fees incurred.

5. CANCELLATION/RESCHEDULE: No cancellation for MicroGroup's default shall be effective unless MicroGroup shall have failed to correct such alleged default within forty five (45) days after receipt by MicroGroup from Buyer or written notice of default. Orders accepted by MicroGroup are firm and non-cancelable. MicroGroup will not accept cancellations or reschedule of orders, other than for default of MicroGroup or upon payment of all MicroGroup' s costs incurred for and reasonably allocated to the portion of the work already terminated and/or work in process, in accordance with generally accepted accounting principles, and together with applicable re-stocking fees. MicroGroup reserves the right to cancel all or part of any order accepted if inaccurate or incorrect information is supplied by Buyer, which in MicroGroup's judgment, affects MicroGroup's financial risk or ability to perform its obligations under the order, or otherwise materially changes the rights or responsibilities of Buyer and/or MicroGroup under the order.

6. CHANGES TO SPECIFICATIONS: Subject to MicroGroup's prior written approval, Buyer may make changes in drawings, designs or specifications (the "Specifications"), where the products to be furnished by MicroGroup are to be specifically manufactured for Buyer in accordance therewith. If any such change causes an increase in the cost of or in the time required for performance of an order and/or if such change results in rework an equitable adjustment shall be made and the order modified accordingly.

7. INSPECTION & ACCEPTANCE: Within thirty (30) days after delivery to Buyer of products sold by MicroGroup, Buyer will inspect them and give written notice to MicroGroup of any products rejected, describing the product or products rejected and specifying in detail the reason or reasons why the rejected products do not conform to the sale contract. Buyer's inspection and/or acceptance tests shall not exceed the inspection and/or test procedures customary in the industry for the products delivered by MicroGroup and shall be at Buyer's expense. Buyer will be deemed to have irrevocably accepted any and all products with respect to which Buyer has failed to give MicroGroup written notice of rejection by registered or certified mail within thirty (30) days from the date of receipt of the product(s) to which such claim relates.

8. LIMITED WARRANTY: MicroGroup warrants that the products sold hereunder will conform to applicable Specifications, if any. This limited warranty is of no effect if (i) the product is not stored or handled appropriately; (ii) the defect resulted from Buyer's design of the product; (iii) the defect of the product resulted from damages occurring after delivery of the product; or (iv) the defect of the product has not been reported to MicroGroup within thirty (30) days after delivery. Notwithstanding anything else contained herein, MicroGroup assumes no liability for or obligation related to the performance, accuracy, specifications, failure to meet specifications or defects of or due to tooling, designs, or instructions produced or supplied by Buyer and Buyer shall be liable for costs and expenses incurred by MicroGroup related thereto. EXCEPT AS PROVIDED FOR HEREIN IT IS EXPRESSLY AGREED THAT NO WARRANTY OF MERCHANT ABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NOR ANY OTHER WARRANTY (EXPRESS, IMPLIED OR STATUTORY) IS MADE BY MICROGROUP.

9. LIMITATION OF REMEDY: As Buyer's sole remedy, upon receiving authorization and shipping instructions from authorized personnel of MicroGroup, Buyer may return products found to be defective or otherwise not in conformity with any warranty by Micrgroup, transportation charges prepaid, for review and, if applicable, replacement, rework or credit. MicroGroup may charge to Buyer any costs resulting from the testing, handling, and disposition of any products returned by Buyer which are not found by MicroGroup to be nonconforming.

10. LIMITATION OF LIABILITY: LIABILITY OF MICROGROUP TO BUYER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ANY ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL BE LIMITED TO THE PRICE SPECIFIED IN THE SALE CONTRACT FOR THE SPECIFIC PRODUCT OR PRODUCTS THAT CAUSED THE DAMAGES OR THAT ARE THE SUBJECT MATTER OF, OR ARE DIRECTLY OR INDIRECTLY RELATED TO THE CAUSE OF ACTION. IN NO EVENT SHALL MICROGROUP BE LIABLE TO BUYER OR OTHERS FOR LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF USE OR OTHER SPECIAL, INDIRECT, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION THEREOF, WHETHER IN CONTRACT OR IN TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, EVEN IF MICROGROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST BUYER BY ANY THIRD PARTY. BUYER ASSUMES ALL LIABILITY FOR ANY AND ALL DAMAGES ARISING FROM OR IN CONNECTION WITH, THE USE OR MISUSE OF THE PRODUCTS BY BUYER, IT'S EMPLOYEES, OR OTHERS.

11. INDEMNIFICATION/PATENTS: To the maximum extent allowed by law, Buyer must defend and indemnify MicroGroup and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys' fees) that MicroGroup may incur or be obligated to pay as a result of (i) Buyer's negligence or misconduct, or its use, ownership, maintenance, transfer, transportation or disposal of the Products; (ii) any infringement or alleged infringement of any industrial or intellectual property right of any other party arising from Buyer's plans, specifications (including Buyer's trademarks and brand names) or production of the Products ordered by Buyer; (iii) Buyer's violation or alleged violation of any federal, state, county or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices; and (iv) Buyer's breach of the Sales Agreement.

12. FORCE MAJEURE - MicroGroup will not be responsible or liable for any delay or failure in performance arising as a result of fire, accident, acts of God, acts of public enemy, war, labor disputes, failure or delays, transportation, inability to secure product, raw materials or machinery for the manufacturing process, requirements or acts of any government or agency thereof, judicial action or other causes beyond MicroGroup's control. In such event, MicroGroup may defer performance for a period equal to the time lost by reason of the delay. If such time exceeds forty-five (45) days, MicroGroup may, at its option, by written notice to Buyer cancel the affected order(s) as to any products then undelivered and refund any amounts already paid by Buyer therefor without further liability to Buyer.

13. PROPRIETARY INFORMATION - MicroGroup shall exclusively own any and all Intellectual Property Rights in all know-how, technology, processes, procedures, ideas and concepts invented or developed by MicroGroup or its employees, agents, affiliates or contractors in the course of manufacturing Buyer's products, any modifications, enhancements, improvements to the manufacturing processes for the products, and any other idea, design, concept, technique, invention or discovery related to the manufacture of the products during the term of this agreement.

14. GOVERNING LAWS - This contract will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Buyer agrees that it will submit to the personal jurisdiction of the competent courts of the Commonwealth of Massachusetts and of the United States sitting in controversy or claim arising out of the sale contract, and that service of process mailed to it at, by registered mail, return receipt requested, shall be effective service of process in any such court. This Agreement shall not be governed by the U.N. Convention on the International Sale of Goods.

15. SEVERABILITY OF PROVISIONS - In the event that any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision shall be construed as nearly as possible to its original meaning as permitted by law, and such invalidity, illegality or unenforceability shall not affect any other provision hereof.

16. COMPLETE AGREEMENT - The Quotation and this Order Verification or invoice including these terms and conditions and all attachments and documents incorporated by reference herein, constitute the complete and exclusive statement of the terms and conditions of the sale contract between MicroGroup and Buyer and supersede all prior or contemporaneous agreements, representations and/or communications, either oral or written, between the parties hereto or any representative of such parties with respect to the subject matter hereof. No change to this contract or waiver of any provision hereof will be binding on MicroGroup unless made in writing and signed by a duly authorized representative of MicroGroup.

17. NOTICE - No notice or other communication under the Sales Agreement is sufficient to affect any rights, remedies or obligations of either party unless the notice or communication is in writing and (as elected by the party giving the notice) is (i) personally delivered, (ii) transmitted by facsimile (with a receipt acknowledgment), (iii) transmitted by electronic computer mail, (iv) transmitted by a recognized courier service, or (v) mailed (air mail if international) in registered or certified form, to the party to which notice or communication is being given at the following address:
    (a) If to MicroGroup, 7 Industrial Park Road, Medway, MA 02053
    (b) If to Buyer, at its address designated on the face of the purchase order.