STANDARD TERMS AND CONDITIONS OF SALE

<= b>Standard Terms And Conditions O= f Sale

All quotations, products and services provided by Integrated Designs L.P. (“Integrated Designs”) or its representatives to any customer, distributor, origin= al equipment manufacturer, purchaser or end-user (herein, “Buyer”)= are expressly subject to and conditioned upon the following terms and conditions. By acceptance of Integrated Designs’ products or services, Buyer accepts all terms and conditions outlined herein, and agrees that these terms and conditions, together with the item, quantity, delivery and other terms set forth on Integrated Designs’ order confirmation or acknowledgment, shall constitute the entire agreement between the parties on the subject matter hereof, superseding all other communications, documentation and negotiations for the same goods and services. Without limiting the foregoing, Buyer’s acceptance of Integrat= ed Designs goods and services shall be deemed a waiver of any different or additional terms in any purchase order, proposal, quote, or other document furnished by Buyer, whether before or after Integrated Designs’ deliv= ery of goods or services, which terms are hereby expressly objected to by Integrated Designs and shall be of no force and effect.

Acceptance and Cancellation of Orders. All orders for products must be presented in writing. Orders shall not be considered accepted unless Integrated Designs expresses its acceptance in writing or ships the Products ordered. Integrated Designs reserves the ri= ght, at its option and without liability, to refuse any order, in whole or in pa= rt, or to specify an alternate delivery schedule if orders for any product from= all sources exceed Integrated Designs’ inventory or ability to deliver or= if Integrated Designs determines for any reason in its reasonable discretion t= hat it cannot fill the order in its usual course of business. Integrated Designs may allocate available inventory and production in its sole discretion. Accepted orders may be cancelled by Buyer only if written notice is provided to Integrated Designs prior to shi= pment of any part thereof and only upon payment of such reasonable cancellation charges as Integrated Designs may request, which may include but not be lim= ited to tooling and work-in-progress expenses.

Payment Terms.= All payme= nts due to Integrated Designs shall be due net 30 days from date of invoice, by wire transfer to Integrated Designs’ designated account, in United States dollars. Integrated Designs reserves the right to change its terms of sale or = to require prior payment, letter of credit or COD when, in the opinion of Integrated Designs, the financial condition or previous payment record of B= uyer so warrants. Integrated Designs shall not be obligated to extend credit to = any Buyer. In the event any Buyer’s accounts are delinquent in excess of = 30 days past due, Integrated Designs at its own discretion may institute credit hold procedures on all open orders. Future orders will not be confirmed unt= il Customer’s account is brought current, including any outstanding inte= rest charges, if any.

Taxes and Duties. All pr= ices quoted are exclusive of all taxes and import/export duties applicabl= e to the Products (including, without limitation, sales and use taxes, value add= ed taxes, excise, property, customs and similar taxes or duties). Any such ta= x, fee, or charge shall be paid by the Buyer in addition to the prices quoted = or invoiced.

General Terms = of Shipment. All shipments are F.O.B. ex factory or Integrated Designs’ distribution center, as applicable, unless otherwise specifi= ed in Integrated Designs’ order acknowledgement. Risk of loss or damage passes to Buyer upon delivery of the Products to the carrier by Integrated Designs, and Integrated Designs shall not be liable for any delays or loss = or damage to the Products in transit. Any claim for damage in transit must be made directly to the delivering carrier within ten (10) business days of receipt of shipment. Taxes, duties, freight, and shipping charges will be invoiced to Buyer and are subject to = all terms and conditions of payment herein.

Compliance with Laws. Buyer is responsible for compli= ance with any laws, regulations and legal authorities applicable to the export, import, transfer, sale or other disposition of the purchased products, including all applicable U.S. export control laws and regulations, and shall not export, re-export, or otherwise transmit, directly or indirectly, any Product, software, technical data, or other materials received from Integra= ted Designs, or information which is the direct product of such information, un= less in full compliance with all applicable laws and regulations, including obtaining any required export licenses. If Buyer requires Integrated Design= s to export products from the U.S., Buyer will be responsible for providing all import certificates or other documents necessary to obtain any required export licenses.

Inspection. Buyer shall inspect all Products upon arrival and shall give written notice to Integrated Designs, within five days of arrival, of = any claim for shortage or other nonconformance with the terms of Buyer’s order. If Buyer fails to give timely notice, all Products shall be deemed to conform to the terms of Buyer’s order.

Force Majeure. Integrated Designs shall not be liable or deemed to be in default for non-performance or delay in performan= ce of its obligations under these Terms and Conditions or any contract with Bu= yer to the extent caused by any act of God or public enemy, war, riot, national emergency, act of terrorism, flood, fire, epidemic, action of the elements, lockout, strike or labor dispute, governmental law, regulation or ordinance, court order, executive de= cree or order, earthquake, accident, explosion, casualty, embargo or any other c= ause beyond Integrated Designs’ reasonable control.

Product Specifications. Integrated Designs reserves the right to change the design or specifications of any product or component or= to discontinue the manufacture of any Product at any time. Integrated Designs will use commer= cially reasonable efforts to notify Buyers of any decision to discontinue products= or any changes in product specifications affecting form, fit or function.

Product Warran= ty. Integrated Designs warrants th= at any products manufactured by Integrated Designs will be free from defects in materials and workmanship under normal use for a period of twelve months fr= om date of shipment of the product (six months for repairs). During the warranty period, Integr= ated Designs will, at its option, either repair or replace the defective product= or part, if failure is due to the defect in parts or workmanship. The foregoing warranty applies onl= y to products manufactured by Integrated Designs. Products not manufactured by Integ= rated Designs are warranted only by the original manufacturer and only if and to = the extent set forth in the original manufacturer’s warranty or product documentation, if any.

Limited Remedy= : Any breach of the foregoing warran= ty must be reported prior to expiration of the warranty period, and the Buyer’s exclusive remedy, and Integrated Designs’ entire liabil= ity for breach of the foregoing warranty, shall be repair or replacement, at Integrated Designs’ option, of the non-conforming product or part, if failure is due to the defect in parts or workmanship. If repair or replacement is not, in Integrated Designs’ opinion, commercially feasible, Integrated Designs will refund the purchase price paid by Buyer for the product in question. If, upon inspection, the product is shown to have been damaged by misuse or neglect, including failure to follow product installation or operating instructions, and the customer desires to have the product repaired, Integrated Designs will repair the product at its standard repair rates. Warranty labor repairs will be performed at Integrated Designs’ designated facility, with Buyer responsible for shipping.

IN NO EVENT SH= ALL INTEGRATED DESIGNS OR ITS SUPPLIERS BE LIABLE TO BUYER OR ANY THIRD PARTY F= OR DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, INTEGRATED DESIGNS’ PRODUCTS, OR FOR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WIT= HOUT LIMITATION ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND. INTEGRATED DESIGNS’ TOTAL LIABILITY FOR DAMAGES, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR = THE PRODUCTS COVERED BY THESE TERMS AND CONDITIONS.

TO THE FULL EX= TENT ALLOWED BY LAW, THE WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AN= D IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS, OR CONDITIONS, WRITTE= N OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TER= MS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, DURABILITY, CORRESPONDENCE WITH DESCRIPTION, AND NONINFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. WHEN, UNDER APPLICABLE LAW, IMPLIED WARRANTIES MAY NOT BE EXCLUDED IN THEIR ENTIRETY, S= UCH WARRANTIES WILL BE LIMITED TO THE DURATION OF THE APPLICABLE WRITTEN WARRANTY. <= /b>

Returns and Restocking Fee. No returns will be accepted without prior written authorization from Integrated Designs. Returned produ= cts must be shipped freight prepaid and insured, and a full written explanation= for the basis of rejection provided. Products returned for credit must be in the same condition as when t= hey were shipped by Integrated Designs and in their original, unopened packagin= g. Buyer can be charged a restocking fee for all returned Products of up to twenty-five percent (25%) of the invoiced price, except that no restocking = fee will be charged for any Products returned under a valid warranty claim.

Software Licen= ses. Buyer is hereby notified that if any Products either constitute or comprise computer software, Buyer will be deemed to have agre= ed to the terms of any applicable software licenses by installing or using the software or opening its packaging.

Finance Charges and Collection Expenses. Any amounts due to Integrated Designs t= hat are not paid on the due date therefor shall bear interest, from the date due until paid in full, at a rate equal to the lower of one and one-half percent per month or the highest = legal rate, compounded monthly. If Integrated Designs deems it necessary or appropriate to refer an account to an agent or attorney for collection, all costs and expenses of collection (including, without limitation, reasonable attorney fees) will be charged to Buyer’s account and will accrue interest at the rate stated above. Integrated Designs may setoff against any sum otherwise due from Integrated Designs to Buyer or its affiliates any su= ms or amounts then due from Buyer and its affiliates to Integrated Designs and its affiliates.<= /span>

Governing Law. These Terms and Conditions, and any disputes which may a= rise out of deliveries from Integrated Designs to Buyer or any other transaction= s or agreements to which these Terms and Conditions apply, shall in all respects= be governed by and interpreted, construed and enforced in accordance with the = laws of the State of Texas without giving effect to any choice of law or conflic= t of law provision that would cause the application of the laws of any other jurisdiction. To the extent and in the event the United Nations Convention = on Contracts for The International Sale of Goods could be applicable by operat= ion of the laws of Texas, the Parties hereby opt out of the application of the Convention and any applicable international discovery and service of process conventions shall not be applicable. = Buyer consents to the jurisdiction of any court located in the State= of Texas with respe= ct to any legal action or proceeding seeking to enforce any provision of, or base= d on any right arising out of, these Terms and Conditions and waives any objecti= on to venue laid therein.

Amendment. These Ter= ms and Conditions may be amended or modified by Integrated Designs in whole or in = part at any time by delivering notice of such modified Terms and Conditions to Buyer.

Miscellaneous.= The right= s and remedies of Integrated Designs herein are cumulative and in addition to all other rights and remedies available at law or in equity. Any failure to enf= orce any provision of these Terms and Conditions may not be construed as a waive= r of such provision or any other provision nor of the right to enforce such provisions. The invalidity, in whole or in part, of any provision hereof shall not affect the remainder of= the provisions. Any waiver or renunciation of a claim or right arising out of breach must be in writing and signed by the injured party. The headings to = the paragraphs of these Terms and Conditions are for convenience only, and may = not be used in the interpretation hereof. =

An Equal Opportunity Employer M/F/H/V<= /b>