Conditions of Sale

1. Priority of Terms and Conditions. Unless otherwise agreed to in writing by Seller, the following terms and conditions are part of Sellers quotation and shall govern any resulting order. No term or condition stated in any Customer solicitation, purchase order or contract shall become part of an order or shall otherwise be binding on Seller unless agreed to in writing by an authorized representative of Seller. Sellers failure to object to any term or condition contained in any Customer communication shall not be construed as consent to such terms or conditions nor be deemed a waiver of any term or condition set forth herein. Use of Customers purchase order number or any portion of said purchase order shall be for reference purposes only and shall not constitute agreement by Seller to any term in addition to or inconsistent with these Conditions of Sale or the Supplementary Terms and Conditions referenced in Paragraph 17 herein. All international shipping terms specified herein or in the quotation shall be construed in accordance with the current INCOTERMS published by the International Chamber of Commerce. 2. Commercial Contract. All sales are made in strict accordance with these commercial conditions and quoted prices and shall not be subject to the procurement regulations of any federal, state, local or foreign government unless agreed to in writing by Seller. 3. Quotation, Prices and Taxes. Quotations are valid for a period of 30 days. Quotations are available for other specific time periods upon request. Quoted prices shall be subject to the assessment of the surcharge published in Sellers Commodity Surcharge Price List Supplement, for identified products posted on Sellers website. The surcharge rate is subject to change periodically to reflect the fluctuation in the market price of raw materials. The base price and the surcharge will be identified on Sellers invoice. Unless specified otherwise, prices do not include retailers occupation, sales, use, privilege of excise tax, gross income or any other tax, duty, tariff, export packing or other assessment which may arise from the sale of product or services quoted hereunder, and such amounts may be added to the price in the event Seller becomes liable to pay or bear the burden thereof. A request for exemption from any such tax, duty or assessment must be accompanied by a properly executed exemption certificate prior to shipment. 4. Shipment and Risk of Loss. Product shall be packed, packaged and crated in accordance with Sellers standard commercial practices. International shipments are made Ex Works Sellers Factory unless otherwise agreed to in writing by Seller. All freight that is prepaid by Seller shall be billed to Buyer with handling charges added. Title and risk of loss shall pass to Customer upon receipt of the product at the Ex Works site. International shipments are contingent upon receipt of required government export licenses. Customer shall provide any assistance necessary to obtain such licenses. Seller may make partial shipments and submit invoices for such partial shipments in accordance with the payment terms set forth below. 5. Terms of Payment. Payment shall be made by letter of credit or cash in advance, unless otherwise specified. Payment for orders accepted on other terms shall be due in strict accordance with the terms quoted. Past due payments are subject to a service charge of 1.5% per month (18% annual) on the unpaid balance or the maximum legal rate permitted by applicable law, whichever is lower. Customer is responsible to Seller for all reasonable attorney fees, court costs, and/or collection agency fees should Customer default in payment. Customer acknowledges that Seller retains full security interest in all products until Customer renders payment in full, and agrees to execute any documents necessary to perfect Sellers security interest upon request. 6. Shipping Reel and Skid Deposit. Customers use of certain reels and skids requires a deposit. The deposit will be refunded if Customer delivers the reels or skids duty paid in good condition, reasonable wear and tear excepted, to Sellers Ex Works factory within one year after the original shipment date. 7. Delivery. Seller shall make reasonable efforts to meet delivery and performance dates, but shall not be liable for delays due to causes beyond its control, including, but not limited to, acts of God, acts of the public enemy, acts of any Government or governmental entity, acts of the Customer, its employees, agents, or subcontractors, fires, floods, strikes, freight embargoes, unusually severe weather conditions, inadequate transportation facilities, or any cause whatsoever beyond the control and without the fault or negligence of Seller, its suppliers or subcontractors, whether similar to or dissimilar from the causes herein enumerated. In the event of any such delay, Seller shall be given a reasonable extension of time within which to complete performance. 8. Final Acceptance. Customers express acceptance of the product, or Customers possession, use or beneficial use of the product for more than 30 days after delivery shall constitute final acceptance and, except as provided in Sellers warranty below, shall waive all Customer claims of nonconformity of the product. 9. Warranty. Seller warrants that its product is transferred rightfully and with good title, that it is free from any lawful security interest or other lien or encumbrance unknown to Customer; and that for a period of one year from the date of installation or fifteen months from the date of original shipment, whichever period expires first, such product will be free from defects in material and workmanship which arise under proper and normal use and service. Customers exclusive remedy is limited to Sellers correction (either at its plant or at such other place as may be agreed upon between Seller and Customer) of any such defects by repair or replacement at no cost to the Customer. The cost of any transportation in connection with the return of the product for the purpose of repair or replacement shall be borne by Customer. The provisions of this warranty shall be applicable with respect to any product which Seller repairs or replaces pursuant to it. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN AS IS EXPRESSLY PROVIDED ABOVE, EXPRESSLY EXCLUDED ARE THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PURPOSE. OTHER THAN THE LIABILITY UNDER ANY PATENT INFRINGEMENT ASSURANCE PROVISION APPLICABLE TO CUSTOMER, THE FOREGOING SHALL CONSTITUTE ALL OF SELLERS LIABILITY WITH RESPECT TO THE PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INSTALLATION COSTS, LOST REVENUE OR PROFITS, OR ANY OTHER COSTS OF ANY NATURE AS A RESULT OF THE USE OF PRODUCT MANUFACTURED BY THE SELLER, WHETHER USED IN ACCORDANCE WITH INSTRUCTIONS OR NOT. UNDER NO CIRCUMSTANCES SHALL SELLERS LIABILITY TO CUSTOMER EXCEED THE ACTUAL SALES PRICE OF THE PRODUCTPROVIDED HEREUNDER. No representative is authorized to assume for Seller any other liability in connection with the product. 10. Limitation of Liability. Seller shall not be liable to Customer for any indirect, exemplary, incidental, special or consequential damages for breach of contract, breach of
warranty, or for any action based on the tortuous acts or omissions of Seller, Customer acknowledges that such lack of liability, without limiting the generality of the foregoing, includes lack of liability for any loss of actual or anticipated revenue or profits, loss of actual or anticipated value of the business to Customer, and damage to the business reputation of Customer. 11. Patent Infringement Assurance. Seller shall, at its own expense, settle or defend any claim, suit or action which may be brought against Customer for infringement of United States patents arising out of Customers use of Sellers products, and Seller shall pay any final judgment for damages and costs which may be awarded against Customer, upon the condition that Customer shall have given Seller prompt notice of any such claim, suit or action, together with affording Seller complete control of the conduct of such settlement or defense, and shall have provided Seller, at Sellers request and expense, with all available information regarding such claim, suit or action. Seller may, at its own expense, elect to either procure for Customer the right to continue using the allegedly infringing products, or replace it with non-infringing product, or modify it so that it becomes non-infringing product, or remove it and repay the purchase price applicable thereto, as well as transportation costs. This paragraph shall not apply to infringement arising out of features of construction incorporated in the product at the request of Customer or from the use of the product for purposes and uses other than as advertised, sold or intended by Seller. In no event shall Sellers total liability to Customer under the provisions of this article exceed the aggregate sum paid to Seller by Customer for the allegedly infringing product. The foregoing states the entire warranty by Seller for patent infringement by the product and any part of it. 12. Certificate of Compliance. All products are manufactured and inspected by Seller in accordance with Sellers current product specifications and quality control procedures. 13. Inspection and Product Testing. Prices do not include source inspections or product testing by the Customer. The cost of performing such tests per Customers request shall be added to the purchase order price. Should Customer withhold a percentage of Sellers compensation pending final acceptance testing and the commencement or completion of such tests is delayed by Customer for ten (10) or more days, Customer will be invoiced by Seller and agrees to pay within 30 days of the invoice date. 14. Assignment. Seller reserves the right to assign, delegate or subcontract an order, in whole or in part, without the prior consent of Customer. 15. Governing Law. An order is valid only when accepted in writing by Seller at the office designated on the front of Sellers quotation form. The contract arising therefrom shall be construed and enforced in accordance with the governing laws of the location of the Sellers office accepting the order. 16. Specification Changes. Sellers product specifications are subject to change without notice to Customer, provided such changes do not materially affect performance. Title to all materials and information, including but not limited to specifications, drawings, engineering date, and technical designs, provided to Customer by Seller at not cost shall remain in Seller, including the right to have such data and all copies returned to Seller upon request. All such information shall be kept confidential by Customer, except to any extent such information was previously known to Customer from sources other than Seller. 17. Supplementary Terms and Conditions. Orders for field services, including but not limited to, tower erection, shelter placement, antenna/waveguide installation and on-site testing shall be governed by the supplementary terms and conditions incorporated by reference in Sellers quotation. In the event of any conflict between the supplementary terms and these Conditions of Sale, the supplementary terms and conditions shall control the performance of all field services. 18. Returns/Cancellations. Equipment, accessories or products already cut, fitted or packaged for shipment, or orders for standard product canceled prior to shipment shall be subject to Sellers restocking charge then in effect. Seller will accept unused product for credit when returned within 3 months from the original shipment date. The amount of credit issued for any returned product shall be determined solely by Seller based on the resalable condition of the product. Non-standard products including products specially manufactured in accordance with Customers specifications may not be returned for credit unless otherwise agreed to in writing by Seller. Customer shall obtain Sellers written return goods authorization prior to returning any product for credit. Orders for non-standard products or specially manufactured or customized products may not be canceled. In the event Customer terminates such orders, Customer shall be liable to Seller for termination charges, including but not limited to, reasonable profits. 19. Shipment Delays/Billing in Place. Upon completion of Customers order, any delay in shipment attributable to Customer, including, but not limited to, Customers request to defer the delivery date, shall cause the following to occur: Thirty (30) days after the original shipment date, a storage charge of 1.5% of the invoice price per month will be billed to Customer and title to the shipment will automatically pass to Customer. Further, Seller will invoice Customer for completed goods and Customer will pay in accordance with the terms of the original sale, as the goods will be deemed to have shipped in place. Seller will insure against risk of loss until physical shipment of the goods to a common carrier. 20. Change Orders. Customer change orders must be in writing and no change shall be made pursuant to this clause unless agreed to in writing and signed by duly authorized representatives of Seller and Customer. If any such change causes an increase or decrease in the cost or the time required for the performance of any part of the work, en equitable adjustment shall be made in the contract price and schedule. Seller shall have no obligation to commence any extra or changed work without written agreement as to adjustments to contract price and delivery schedules affected thereby. 21. Termination. In the event Customer fails to render payment on any invoice or Customers account is in arrears, or Customer becomes bankrupt or insolvent or has a receiver or liquidator of its assets appointed, Seller shall have the right without prejudice to any other remedy, to immediately terminate its performance of the order and stop all further deliveries, including stoppage in transit, and Customer shall pay a reasonable termination charge based on the actual costs incurred by Seller. 22. Notice. All terms and conditions herein are subject to change without notice.

August 2007Revision, AHK/ATW-ck