Terms and Conditions

The following sets forth the terms and conditions of sale of products and/or services of Global Circuit Innovations, Inc. (“GCI”) as of the date set forth below. Customer acknowledges that these terms and conditions are subject to change from time to time, and such changes shall be effective and binding against Customer upon written notice thereof from GCI.

1. ACCEPTANCE. No Customer work order for GCI products or services shall be binding upon GCI until accepted in writing by an authorized GCI representative. Customer shall be deemed to have agreed to all terms and conditions of sale provided herein and to any special terms and conditions contained in the price quotation/sales order attached hereto (“Order”) or other writing signed by an authorized GCI representative (collectively, the “Agreement”).

2. CANCELLATION. Customer shall advise GCI of cancellation (whether in whole or in part) of the Order in writing. Upon receipt of Customer’s written notification of cancellation, GCI will arrange to stop all work on the products and/or services cancelled as promptly as reasonably possible. The parties agree that GCI, in its sole discretion, is entitled to the full price of the Agreement for the products and/or services cancelled (“Liquidated Damages”). The parties further agree that these Liquidated Damages represent a reasonable estimate of the loss and damages that will be suffered by GCI under the circumstances existing at the time the Agreement is entered into.

3. QUOTATIONS AND PRICING. The prices stated in the Order attached to these terms and conditions of sale shall be firm for 30 days from the date of the Order. The Order is not assignable by Customer without the prior written consent of GCI.

4. CHANGE IN SCOPE. No changes to the scope of any services or products provided under this Agreement are permitted unless agreed to in advance by GCI in writing. Customer may suspend or stop the services or manufacture of products under this Agreement by giving a written directive, but once work has been suspended, GCI is not required to resume the provision of the services or products until the parties agree to a change in scope, schedule, and/or compensation. In the event Customer suspends or stops work under this Agreement, or the parties cannot agree on changes to the scope of services or products (as mentioned above) within five business days, Customer shall be required to compensate GCI in accordance with paragraph 2.

5. PAYMENT. Payment terms are C.O.D., Visa, MasterCard, or wire transfer unless and until GCI has approved the Customer for credit terms. If and when GCI extends credit terms to Customer, all invoices shall be payable in full within thirty (30) days of the date of the shipment, unless otherwise specified in the attached Order. All payments not made when due shall be subject to a late charge of 2% per month.

6. SHIPPING AND RISK OF LOSS; SECURITY INTEREST. (a) Delivery and Shipping. Unless otherwise specified, all products and services are sold F.O.B GCI’s facility and accordingly, all risk of loss or damage in-transit shall pass to Customer. Customer is responsible for all transportation, delivery, and insurance costs incurred in connection with the delivery of the products to the designated site. In the event that Customer fails to supply GCI with shipping instructions in a timely manner, GCI shall have the right to arrange for shipment in any reasonable manner. The shipping schedule shall be computed from the date GCI receives Customer’s order for products and/or services with full instructions, samples, materials and such other information or items as GCI may need in order to proceed with the design, assembly, manufacture, and/or test of the products ordered. Customer’s receipt of products and/or services shall constitute a waiver of any claim for delay. (b) Returns. No product shall be returned without authorization and shipping instructions first being obtained from GCI. All freight forwarding, transportation or any other shipping costs and custom clearance charges shall be paid by the Customer unless agreed to.

7. TAXES AND OTHER CHARGES. Customer shall pay any use tax, sales tax, excise tax, duty, custom inspection or testing fee, or other tax, fee or charge of any nature whatsoever, (other than taxes based on GCI’s net income) imposed by any governmental authority, on or measured by any transaction between GCI and Customer.

8. OWNERSHIP OF WORK PRODUCT/LICENSE. For purposes of this Agreement, “Work Product” shall include, without limitation, all designs, discoveries, creations, works, devices, methods, models, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, manufacturing and business processes, information and materials selection, conceived or developed by GCI, whether alone or with others, which result directly or indirectly from the products and/or services sold hereunder. All Work Product shall at all times be and remain the sole and exclusive property of GCI.

9. CONFIDENTIALITY; NONDISCLOSURE. Customer acknowledges that the Work Product provided to it by GCI is GCI’s proprietary information and is valuable and not otherwise obtainable from other sources and shall not be copied without GCI’s written permission. Customer agrees to exercise due diligence to protect and preserve in confidence the Work Product and other confidential information which GCI designates as such.

10. WARRANTY. GCI warrants that the assembly and/or manufacturing services performed for Customer shall conform to the specifications set forth in Customer’s specifications and/or GCI specifications. When GCI specifications differ from Customer specifications, GCI specifications shall prevail. GCI warrants products of its manufacture to be free from defects in material and workmanship for a period of one year from the date of shipment. GCI warrants its workmanship of repair for one year from the date of repair. GCI’s sole and exclusive obligation under these warranty provisions shall be, at its sole option, to repair or rework the defective products, reprocess any new products supplied by Customer, or provide Customer with an appropriate credit adjustment not to exceed the amount of the Customer’s order; provided, that: (i) Customer reports the defect to GCI in writing and provides a description of the defect and complete information about the manner of its discovery within the one year warranty period; (ii) GCI has the opportunity to investigate the reported defect and determines that the defect arises from faulty material supplied by GCI, parts or workmanship and not from negligence, misuse, improper installation or operation, accident or unauthorized repair or alteration; and (iii) if deemed appropriate by GCI, Customer returns the affected product, component or part to a location designated by GCI, at the expense of Customer. Failure of Customer to give notice within the one year warranty period shall be conclusive evidence of due fulfillment of the warranty on the part of GCI, and GCI shall be released from all liability under this warranty. No product shall be returned to GCI without authorization and shipping instructions from GCI. The warranties set forth herein shall be void if: (A) Customer violated its duties under the clauses of these terms and conditions of sale; or (B) Customer directly or indirectly sells, leases or transfers the products to a third party without GCI’s prior written consent. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. GCI provided service is the exclusive remedy of Customer for product defects or any other claim of liability in connection with the purchase or use of GCI products and/or services.

11. REMEDIES. In addition to GCI’s remedies as stated in paragraphs 2 and 4 above, and in addition to other available remedies, GCI shall have the following remedies: In the event Customer fails to make any payment when due, GCI shall be entitled to: (i) offset the overdue amount against any other funds of Customer in GCI’s custody; (ii) terminate GCI’s obligations under these terms and conditions of sale and treat the Agreement as if cancelled by Customer, in which case Customer shall be liable for any amount payable pursuant to paragraph 2 above; (iii) delay manufacture or delivery of all or part of the products and/or delay performance of the related services sold to Customer under this or any other agreement between Customer and GCI; and/or (iv) recover or require Customer to return forthwith, at Customer’s expense (including proper insurance with respect thereto), all products and other materials which GCI provided to Customer and with respect to which Customer failed to make timely payment. GCI reserves the right to assign any overdue amount to a third party collection agency. Customer will be responsible for all collection expenses. If GCI at any time and in its sole discretion determines that Customer’s financial condition or conduct jeopardizes GCI’s right to payment, GCI may require payment in advance of shipping all or part of the products or performing related services pursuant to these terms and conditions of sale. GCI shall have the right to obtain an injunction against unauthorized copying or use of GCI Work Product or designated confidential information in violation of paragraphs 8 or 9 above.

12. LIMITATION OF LIABILITY. In addition to the limitations of GCI’s liability set forth in paragraph 10 above, the following limitations are also applicable: (a) General Limitations of Liability. In addition to any other limitations on GCI’s liability under this Agreement, GCI’s total liability to Customer for any and all causes of action, regardless of form, shall not exceed the aggregate purchase price of the products and services sold to Customer as stated in the Order herein attached and in other applicable conditions of sale signed by an authorized GCI representative. Except as herein provided, GCI shall not in any event have obligations or liabilities to the Customer or any other party for any expense, injury, loss, damage, loss of profits, loss of use, loss of information, increased costs of operation, delay, or direct, incidental, special or consequential damages, whether based on contract, tort (including negligence), strict liability, or any other theory or form of action, even if GCI has been advised of the possibility thereof, arising out of or in connection with the assembly, manufacture, sale, delivery, use, repair or performance of the GCI products or services or any failure or delay in connection with any of the foregoing or for breach of any warranty set forth herein. The provisions of this section shall survive any termination of these terms and conditions of sale.

13. FORCE MAJEURE. GCI shall not be held responsible or liable for any loss or damage resulting from a delay in the delivery of the products or any failure to perform its obligations to Customer if the causes of such delay or failure are attributable to Acts of God, governmental authority, or Customer, or due to strikes, embargoes, supply shortages or other causes beyond the reasonable control of GCI. In the event any delay occurs because of these causes, the date of delivery shall be extended by at least the period of time attributable to the delay.

14. INDEMNIFICATION. Customer shall defend, indemnify and hold GCI harmless from any and all liability, claims, losses, damages, costs and expenses (including settlement costs, reasonable attorney’s fees and costs) arising from Customer’s breach of these terms and conditions of sale, including Customer’s duties as described in paragraph 9 above. Customer shall also defend, indemnify, and hold GCI harmless from liability in contract, tort or for copyright, trademark, patent, trade secret, trade dress or other intellectual property infringement for any products furnished and manufactured by GCI in accordance with designs and/or specifications proposed by Customer.

15. ADDITIONAL REQUIREMENTS. GCI’s interactions with external providers will be through phone calls or e-mails. The organization supplying parts or service for GCI shall: § Ensure competence, including any required qualification of persons performing the work. § Supplier performance will be evaluated as necessary to ensure they are meeting GCI objectives. § Control all design and development as required by the project. § GCI will supply the necessary information for special requirements, critical items, or key characteristics outlined as necessary. Suppliers are to adhere to those requirements. § Ensure all test, inspection, and verification (including production process verification) is performed in accordance § with the instructions for the product or service being provided. § Follow all product acceptance and related instructions as outlined in GCI’s purchase order or any work § instructions supplied to the vendor. § Suppliers should maintain a quality management system when required. § Notify GCI of nonconforming processes, products, or services and obtain approval for their disposition. § Prevent the use of counterfeit parts. § Notify GCI of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain the organization’s approval; − flow down to supplier’s external providers the applicable requirements. − provide test specimens for design approval, inspection/verification, investigation, or auditing. − retain documented information for seven years. Must be retrievable when requested. § GCI, their customers and regulatory authorities have the right of access to the applicable areas of facilities and to applicable documented information, at any level of the supply chain. § The supplier should be aware that they make an important contribution to the conformity of GCI products and services. § The supplier should be aware that they are a key contributor to overall product safety. § The supplier should maintain the highest levels of ethical behavior throughout the business processes in which they endeavor.

16. MISCELLANEOUS. (a) Assignment. These terms and conditions of sale shall inure to the benefit of and shall be binding upon the heirs, successors, and assigns of the parties hereto. Customer shall not assign its duties and obligations hereunder without GCI’s prior written consent. (b) Governing Law. These terms and conditions of sale shall be governed by, construed under, and enforced in accordance with the laws of the State of Colorado. Customer agrees that any legal action or proceeding concerning this Agreement shall be brought exclusively in a federal or state court sitting in El Paso County, Colorado. (c) Waiver. No waiver by GCI of any breach of the terms and conditions hereof by Customer shall be effective unless made in writing. Failure of GCI to object to provisions contained in any purchase order or other communication from Customer (including but not limited to penalty clauses) shall not be construed as acceptance of those provisions or as a waiver of these terms and conditions of sale. (d) Integration and Merger. These terms and conditions of sale, as well as the attached Order, and any special conditions of sale contained in a writing signed by an authorized GCI representative, are the complete and exclusive statement of the terms of the Agreement between Customer and GCI. All prior proposals, negotiations and representations, if any, pertaining to this transaction are merged into these terms and conditions of sale. Except as stated herein, no other terms, conditions, agreements or understandings, in any way modifying or adding to these terms and conditions of sale whether contained in Customer’s work order or form of acceptance or elsewhere, shall be binding on GCI unless made in writing and signed by an authorized GCI representative. (e) Severability. If any provision of this Agreement is held to be invalid or unenforceable by an arbitrator or court, such invalidity or unenforceability shall attach only to such term or condition. The validity of the remaining terms and conditions shall not be affected thereby.