1. GENERAL These terms and conditions of sale supersede all printed terms and conditions on the purchase order form, if any, of the purchaser specified on the reverse hereof ("Customer") and all other inconsistent terms submitted by Customer prior to acceptance by Mitsubishi Electric Automation, Inc. ("MEAU") of the Customer's order and may not be varied unless agreed to in writing by a duly authorized representative of MEAU. Failure of MEAU to object to provisions contained in any order or other writing of Customer shall not be construed as a waiver of these terms and conditions of sale or any of them nor an acceptance of any terms and conditions of Customer. MEAU's sale of product (the "Products") are governed only by these terms and conditions of sale. Customer shall be deemed to have expressly accepted these terms and conditions of sale if Customer expressly so agrees in writing or accepts any shipment of Products to which these terms and conditions of sale relate subsequent to receipt of these terms and conditions of sale. No sales or other independent representative of MEAU shall have any authority to vary these terms and conditions of sale in any respect or to agree to any additional terms and conditions.

2. PRICES MEAU's sale of Products is according to the applicable price schedule or other written price quotation of MEAU as from time to time in effect and is subject to acceptance by MEAU of Customer's orders. Prices quoted are F.O.B. MEAU, Vernon Hills, Illinois or other place specified by MEAU. All price quotations issued by MEAU are firm for a period of thirty (30) days unless otherwise indicated therein by MEAU. EXCEPT ONLY AS OTHERWISE SPECIFIED IN THIS SECTION, PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. Price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected quantities. MEAU's prices do not include any applicable sales, use or other taxes, and the amount of any such taxes which MEAU may be required to pay or collect may be added to each invoice or separately invoiced by MEAU to Customer.

3. PAYMENT Each shipment shall be considered a separate transaction and payment shall be made accordingly. Unless otherwise agreed in writing by MEAU, payment for Products shall be made on the basis of net cash thirty (30) days from date of MEAU's delivery of the Products to the common carrier. If, in the judgement of MEAU, the financial condition of the Customer at any time does not justify the making of any shipment on the terms specified herein, MEAU may make such shipment only on a C.O.D. or cash-in-advance-basis, suspend its performance or revoke its acceptance of Customer's order. If shipments are delayed by Customer, MEAU shall have the right to demand payment thirty (30) days from the date MEAU is prepared to make shipment. Products held for Customer because of such delay in delivery shall be held at the risk and expense of the Customer. Past due invoices of MEAU to Customer shall bear interest at the rate of 1.5% per month, but not in excess of the maximum lawful rate, until paid in full.

4. DELIVERY Title and risk of loss shall pass to the Customer, F.O.B. MEAU, Vernon Hills, Illinois, or other point of delivery of the Products by MEAU to the common carrier. Notwithstanding any request by Customer, MEAU shall, without incurring any liability, exercise its own discretion in selecting the method of shipment and the carrier.

5. LIMITED WARRANTY Products sold by MEAU are warranted to conform to the specifications therefor at the time of delivery to Customer and remain free from defects in workmanship and material for the period specified on the written warranty. MEAU will provide on request by Customer a written limited warranty for the particular type of Product involved. Any Product or components thereof which, in MEAU's judgement, fail to meet either such warranty shall, at MEAU's option, either be repaired or replaced by MEAU at no charge to Customer. MEAU's obligation shall be limited solely to repair or replacement of the Products or components thereof. Such obligation shall be conditioned upon receipt by MEAU of notice of any alleged nonconformance to specifications within thirty (30) days after delivery to Customer and of any alleged defect in material or workmanship within thirty (30) days after discovery. Products which MEAU consents or directs in writing to be returned shall be returned to MEAU, freight prepaid, F.O.B. MEAU's warehouse in Vernon Hills, Illinois, or other destination directed by MEAU in accordance with MEAU's standard return policy. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. MEAU SHALL HAVE NO RESPONSIBILITY FOR ANY PARTICULAR APPLICATION MADE OF ANY PRODUCT.

6. DELIVERIES LIMITATION OF LIABILITY. MEAU WILL USE REASONABLE EFFORTS TO FILL CUSTOMER'S ORDERS IN A TIMELY MANNER. IT IS UNDERSTOOD, HOWEVER, THAT LEAD TIME REQUIREMENTS AND DELIVERY DATES WILL VARY ACCORDING TO MANUFACTURING AND OTHER CONDITIONS AND THAT ALL DELIVERY DATES ARE ONLY ESTIMATES. DELAY IN DELIVERY OF ANY SHIPMENT SHALL NOT RELIEVE CUSTOMER OF ITS OBLIGATIONS TO ACCEPT SUCH SHIPMENT OR ANY OTHER SHIPMENT. UNDER NO CIRCUMSTANCES SHALL MEAU BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON LOST GOODWILL, LOST RESALE PROFITS, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS OR OTHERWISE AND WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE.

7. FORCE MAJEURE MEAU shall not be liable for damage as a result of any delay or failure of delivery due to any cause beyond MEAU's control, including, without limitation, act of God, act of Customer or any of its representatives, embargo or other government act, regulation or order, fire, accident, strike, slow down, war, riot, delay in transportation or inability to obtain necessary labor, materials, fuel, or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of delay, and, if such delay is caused by act of Customer or any of its representatives, MEAU shall be reimbursed for any additional costs arising from such delay.

8. CANCELLATION Customer's wrongful non-acceptance of Products or cancellation or repudiation of its order shall entitle MEAU to recover, in addition to any incidental damages caused by Customer's wrongful non-acceptance, cancellation or repudiation either (i) in the case of Products the risk of loss of which has passed to Customer at the time of non-acceptance, cancellation or repudiation or Products which cannot reasonably be resold by MEAU to a third party, the price of such Products or (ii) in the case of Products for which other customers exist or where an action for the price is not otherwise permitted by law, damages equal to the profit (including reasonable overhead) which MEAU would have realized had Customer fully performed or, at MEAU's option, 50% of the contract price as liquidated damages, plus, in the case of special orders, MEAU's expenses, if any, incurred prior to receipt by MEAU of notice of a non-acceptance, repudiation or cancellation by Customer in connection with providing special services, developing special tooling, purchasing special supplies and the like.

9. REGULATORY LAWS AND STANDARDS MEAU makes no promise or representation that the Products will conform to any federal, state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by a duly authorized representative of MEAU. Prices do not include the cost of any inspection or permits.

10. CHANGES AND DRAWINGS MEAU reserves the right to change or modify the specifications, design, drawings and construction of any Products and to substitute other suitable material. If drawings are furnished, they are submitted only to show general style and arrangement of the Products except as otherwise agreed to by Customer and MEAU in writing.

11. PATENTS AND COPYRIGHTS Customer agrees that MEAU has the right to defend, or at its option to settle, and subject to the conditions set forth in this paragraph, MEAU agrees, at its own expense to defend or at its option to settle, any claim, suit or proceeding brought against Customer on the issue of infringement of any United States patent or copyright by any Product supplied by MEAU to Customer in accordance with these terms and conditions of sale. MEAU agrees to pay, subject to the limitations hereinafter set forth in this paragraph, any final judgement entered against Customer on such issue in any such claim, suit or proceeding defended by MEAU. MEAU's obligations contained in this paragraph shall be subject to the conditions that Customer notify MEAU in writing of any such claim, suit or proceeding promptly after Customer shall have received notice or obtained knowledge thereof, and at Customer's expense, provide MEAU full information and assistance as requested by MEAU in such defense. MEAU reserves the right in the event of any such claim, suit or proceeding to modify or replace the affected Products to eliminate the alleged infringement to obtain a license to cure the alleged infringement or to give Customer a full refund of the price of the affected Products in lieu of any other obligations or responsibilities hereunder. MEAU shall have no liability for any infringement arising out of; (i) the combination of any Product with any other Product whether or not furnished to Customer by MEAU; (ii) the modification of any Product unless such modification was made by MEAU; or (iii) any information, data, service or application assistance furnished to Customer by MEAU. MEAU shall not be liable for any costs or expenses incurred without MEAU's written authorization, and in no event shall MEAU's total liability to Customer under, or as a result of compliance with, the provisions of this paragraph exceed the aggregate sum paid to MEAU by Customer for the allegedly infringing Product. The foregoing states the entire responsibility of MEAU, and the exclusive remedy of Customer, with respects to any alleged intellectual property right infringement or violation by a Product, and MEAU shall in no event be liable for loss of use or for incidental, indirect or consequential damages, whether in contract or in tort, by virtue of any such infringement or violation. No sale hereunder shall convey any license by implication, estoppel or otherwise under any proprietary or patent right of MEAU.

12. PRODUCT LIABILITY INSURANCE Product liability insurance written by an insurance company licensed to do business in the United States in the amount not less than $2,000,000 combined single limit is maintained with respect to the Products. Except to the extent of the applicable coverage under such product liability insurance, Customer shall have no claim or right against MEAU with respect to any suit or claims against Customer by any third persons resulting from the occurrence of an event within the scope of the coverage of such insurance (without reference to the dollar amount of coverage), and MEAU shall bear no responsibility or liability to Customer with respect to any such suits or claims by any third persons or any liabilities, expenses or damages incurred or suffered by Customer as a result thereof.

13. GOVERNING LAW: SEVERABILITY The sale of Products by MEAU to Customer shall be governed by the laws of the State of Illinois. If any provision of these terms and conditions of sale shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such adjudication shall not affect or modify any other provision of this agreement but the effect shall be confined to the provision as to which such adjudication is made.

14. EXPORT CONTROLS MEAU is selling the Products to Customer for resale and use within the United States. If Customer chooses to export any Product (or any technology related thereto), Customer shall be responsible for complying with the United States Export Administration Act as amended from time to time, with the Export Administration Regulations promulgated from time to time thereunder, with all other export laws and regulations of the United States and with all amendments, modifications or additions thereof, including all laws and regulations related to re-export. Customer shall indemnify and hold MEAU harmless from all liabilities, damages, costs and expenses arising from or connected with any breach of Customer's obligations under this section.

15. INDEPENDENT CONTRACTORS MEAU and Customers are independent contractors, and their relationship is not one of principal and agent. No act or obligation of either party is in any way binding upon the other party.

16. NON-WAIVER OF COMPLIANCE No failure by MEAU to enforce at any time any provision of these terms and conditions of sale shall be construed as a waiver of MEAU's right thereafter to enforce each and every term and condition.

17. NOTICES All notices and other written communications in connection with these terms and conditions of sale shall be in writing and shall be sent by first class mail, with all postage prepaid to a party at its address set forth on the reverse of this form or to such other address as may be specified by such party by notice in accordance herewith.

18. NON-ASSIGNMENT Customer may not assign any of its rights or interest under these terms and conditions of sale without the prior written consent of MEAU and any such attempted assignment shall be void.

19. TERMINATION MEAU may terminate any obligation to Customer with respect to the sale of Products as set forth in these terms and conditions of sale immediately by notice to Customer if: a) Customer shall fail to make any payment on the date due or to accept delivery of any shipment; or b) Customer shall make an assignment for the benefit of creditors; or c) Customer shall admit in writing inability to pay its debts as they mature; or d) a trustee or receiver or all or a substantial part of Customer's assets shall be appointed by any court; or e) any bankruptcy or reorganization proceedings shall be instituted by or against Customer; or f) Customer becomes insolvent or unable to pay its debts as they mature; or g) MEAU has reasonable basis for insecurity with respect to Customer's performance of its obligations to MEAU, and Customer fails to provide to MEAU adequate assurance of Customer's performance within thirty (30) days of MEAU's demand for assurance. MEAU may also terminate any such obligation to Customer on thirty (30) days notice for failure of Customer to comply with any other of its obligations contained in these terms and conditions of sale; provided that such failure shall not have been corrected during such thirty-day period.

20. ENTIRE AGREEMENT These terms and conditions of sale contain all of the terms and conditions governing the sale of the Products as set forth in these terms and conditions of sale and may not be modified or amended except by an agreement duly executed by the parties.

21. HEADINGS The headings contained in these terms and conditions of sale are included for mere convenience of reference and shall not affect the language included herein.