Terms and Conditions of Sale

1)  General

a)  The following terms and conditions shall be, except as otherwise expressly set forth herein, the
sole terms and conditions governing the sale of goods by DNL Components, a California corporation,
(“Supplier”) and/or any quotation made by the Supplier to the purchaser of such goods (“Customer”).

b)  The Supplier, Customer, description of goods and quantity being purchased, delivery information
and other goods information applicable to the sale of the goods shall be set forth in Customer’s purchase
order (the “PO”) submitted to Supplier. These Supplier terms and conditions are incorporated into and
made a part of each such Customer PO.

c)  Any quote made by the Supplier is subject to alteration and/or withdrawal by the Supplier at any
time until the PO has been mutually agreed to in writing by both the Customer and the Supplier.

2)  PRICES AND PRICE REVISION

a)  Proposals are quoted in $US dollars and are valid for 7 days. All stock and partial lead-time
products are subject to prior sale. Seller retains the right to change/withdraw pricing until the Purchase
Order has been formally accepted.

b)  Seller may quote additional charges for any rush/AOG shipments, special packaging, etc. amongst
any other non-standard requirements required by the Buyer. Seller may revise its quoted unit prices, in
the event of supplier price increases or other circumstances beyond the reasonable control of Seller,
including Buyer’s orders varying +/- 10% from Buyer’s forecast. Unless otherwise specified, quoted prices
are for a single delivery. If Buyer places Purchase Order for Products with multiple delivery dates, Seller
reserves the right to reprice and confirm availability of products until each respective delivery date, if the
manufacture’s cost increases between the date of the Purchase Order and requested delivery dates.
Seller shall use its best efforts to mitigate the impact of such price revisions upon Buyer and will provide
notice of Seller’s intent to revise prices. Unless otherwise noted at time of quotation, quoted prices do
not include any taxes or duties on the purchase or sale of Parts, including, but not limited to, federal,
state, or municipal excise, sales, use or value added taxes or import duties, if any. Any such taxes and
duties that may become due and owing will be paid by Buyer.

3)  Scope of Agreement

a)  Upon either the Supplier’s written acceptance of the PO or acceptance by Customer of goods
furnished by Supplier in response to a PO, the PO, any mutually agreed upon terms and these terms and
conditions shall be the complete and final agreement (the “Agreement”) between Supplier and Customer
with regard to the sale of goods identified in the PO.

b)  Supplier’s acceptance of any PO is expressly made conditional upon Customer’s acceptance of
these terms and conditions. In case of conflict between these terms and conditions and either the PO or
any Customer’s standard purchasing conditions as may be referenced in the PO, these terms and
conditions shall prevail.

c)  Supplier will not be deemed to have waived these terms and conditions if it fails to object to
provisions contained in Customer’s PO or other forms. Any other documents or referenced materials not
expressly included as part of the Agreement as provided above do not form part of the contract between
Customer and Supplier. The Agreement, including these terms and conditions, may not be cancelled or
modified except in writing signed by both Supplier and Customer.

4) Purchase Orders

a)  Supplier reserves the right to reject any PO for any reason. Pricing of quoted items is subject to
change without notice unless agreed to otherwise in writing by Supplier and Customer. After acceptance
of a Customer PO, any changes shall be subject to Supplier consent and possible price adjustment or
other conditions Supplier may impose.

b)  Once an order is accepted, it may not be cancelled by the Customer unless specifically agreed to
in writing by Supplier.

c)  Requests for return are subject to Supplier approval and may result in restocking fees of up to
100% of the purchase price.

5)  ACCEPTANCE/RETURNS

a)  Goods are deemed accepted within 30 days of delivery. Returns shall only be made upon Seller’s
issuance of a Return Material Authorization (RMA). Returns sent without an RMA are subject to a 75%
administrative fee.

b)  If the number or quantity of goods, verified by a calibrated scale or hand count, is within 10%
percent of the quantity shown on Supplier packing list, the PO will be considered complete. The sole
remedy for any variance in quantity shall be a credit applied to Customer’s account for the value of such
variance.

c)  Buyer understands that Seller is not the manufacturer of the products purchased, and the only
warranties offered are those of the manufacturer, not Seller. The extent of Seller’s obligation and liability
for nonconforming Products is replacement of nonconforming products and associated freight charges.
Seller will act on behalf of the Buyer for any warranty claims beyond replacement of nonconforming
products.

6)  LIMITATION OF LIABILITY

a)  In no event shall seller be liable for any special, incidental, indirect, punitive, or consequential
damages, however arising, including any damages caused by seller’s negligence. In addition, seller’s
liability on any claims for damages or charges arising out of or connected with this agreement or the
manufacture, sale, delivery or use of the products shall not exceed the purchase price of the products
and/or services giving rise to the claim.

b)  Any action for breach of this Agreement, indemnity or any covenant or warranty must be
commenced within one (1) year after the cause of action occured. All previous binding confidentiality
agreements between Buyer and Seller supersede these Terms and Conditions. In the absence of such
agreement, all information exchanged by both Parties are to be maintained in confidence. Confidential
information is not to be disclosed to any third person without written consent between both Parties.
Completion or termination of a Purchase Order does not affect these obligations of confidentiality.

7) FORCE MAJEURE

Seller shall not be liable for any failure to perform its obligations under the contract resulting
directly or indirectly from, or contributed to by, acts of God, acts of Buyer, civil or military authority, fires,
strikes or other labor disputed, accidents, floods, war, terrorism, riot, inability to secure material or
transportation facilities, acts or omissions of carriers, or any other circumstances beyond Seller’s
reasonable control. Buyer and Seller will work in good faith to resolve any repercussions impacting
delivery and cost escalation relating to Force Majeure.

In the event that new or increased tariffs, duties, taxes, surcharges, or other governmental-imposed fees or restrictions are imposed on the products covered by this agreement, Seller reserves the
right to adjust prices accordingly, even if such adjustments occur after acceptance of an order or during
the term of a pricing agreement. Buyer shall be responsible for any such additional charges unless
otherwise agreed in writing by Seller.

8)  SEVERABILITY

If any provision of this agreement is held invalid or unenforceable, the remaining provisions will
remain in full force and effect, and the invalid or unenforceable provision will be limited or eliminated to
the minimum extent necessary.

9)  ORDER OF PRECEDENCE

Any inconsistencies between these terms and subsequent Agreements/Purchase Orders shall be
resolved in accordance with the following descending order of precedence: (i) These Terms and
Conditions of Sale and Service, (ii) other Agreement(s) and attachments thereof; (ii) Statement of Work;
(iii) Face of the Purchase Order, release document, or schedule (including any electronic release) as
applicable.

10)  Indemnity

Customer shall indemnify, defend and hold Supplier, its officers, directors, employees, agents,
(collectively “Representatives”), successors and assigns, affiliates and their respective Representatives,
successors and assigns and affiliates harmless against any and all claims, actions, suits, liabilities,
losses, damages, fines, penalties, fees, costs and expenses, including, without limitation, reasonable
attorney’s fees and costs and other litigation fees, costs and expenses (collectively “Losses”), resulting
from or in connection with (i) any claim of infringement of any patent or any other intellectual property
rights in connection with the processing of any goods for Customer pursuant to Customer’s instructions
and specifications regardless whether such claim is valid, (ii) designs, drawings or specifications given to
Supplier by Customer, (iii) defective materials, or (iv) the improper incorporation, assembly, use,
processing, storage or handling of goods by Customers or its clients and sub-contractors

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