THESE TERMS AND CONDITIONS GOVERN THE SALE OF ALL PRODUCTS BY KESTPARTS AND ITS AFFILIATES.

 1. ORDERS: shall be initiated by Buyer issuing a signed purchase order or otherwise placing an order by electronic means acceptable to Seller. Orders shall identify the Part Number, Unit Quantities, Descriptions, and applicable Prices. All orders are subject to acceptance by Seller. No orders for standard Products ("Standard Products") may be cancelled or rescheduled without Seller's consent, which consent may be given by Seller in its sole discretion. Seller reserves the right to allocate sales of Products among its customers in its sole discretion.  Notwithstanding any provision of these Terms and Conditions to the contrary, orders for special, custom, value-added and other non-standard Products, including Products to be assembled in kit form, Products of manufacturers which do not appear on Seller's line card, work-in-process and Products otherwise identified by Seller as "Non-Cancelable and Non-Returnable" ("Non-Standard Products") shall be non-cancelable and non-returnable.

 2. PRICES & TAXES: shall be as specified by Seller and shall be applicable for the period specified in Seller's quote. If no period is specified, prices shall be applicable for ten (10) days. Notwithstanding the foregoing, prices shall be subject to increase in the event of an increase in Seller's costs or other circumstances beyond Seller's reasonable control. Prices are exclusive of taxes, impositions and other charges, including: sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, consular fees, document fees and import duties. If Seller shall be liable for or shall pay any of the foregoing, it shall be paid by Buyer to Seller in addition to the price of the Products.

 3. TERMS OF PAYMENT: Payment shall be in Advance/Pre-paid prior to shipping or as otherwise specified by Seller. Buyer agrees to pay the entire amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction. Orders from Buyer are subject to credit approval by Seller, which may in its sole discretion at any time be change or canceled at any time, require payment in US Dollars via bank wire transfer ($35.00 T/T BANK FEE), Credit Cards - Buyer must complete and sign Form 1047, or by official bank check ($50.00 BANK FEE FOR RETURNED OR STOPPED CHECKS) and/or require payment of any or all amounts due or to become due for Buyer's order before shipment of any or all of the Products. If Seller believes in good faith that Buyer's ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Buyer shall remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Buyer. Buyer agrees to submit such financial information from time to time as may be reasonably requested by Seller for the establishment and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing from Buyer to Seller, regardless of any statement appearing on or referring to such check, without discharging Buyer's liability for any additional amounts owing from Buyer to Seller, and the acceptance by Seller of such check shall not constitute a waiver of Seller's right to pursue the collection of any remaining balance. Buyer shall pay interest on any invoice not paid when due from the due date to the date of payment at the rate of ten (10%) percent per month or such lower rate as may be the maximum allowable by law. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to reimbursement for costs of collection and reasonable attorneys fees.

 4. DELIVERY AND TITLE: All shipments by Seller are F.O.B. point of origin and all transportation charges shall be paid by Buyer in addition to the price of the Products.  Subject to Seller's right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to Buyer and title and risk of loss shall thereupon pass to Buyer. Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer. Seller shall use reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer's requested delivery dates. Buyer acknowledges that delivery dates provided by Seller are estimates only and that Seller is not liable for failure to deliver on such dates. Seller reserves the right to make deliveries in installments. Delivery of a quantity which varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery and pay for the Products delivered. Delay in delivery of one installment shall not entitle Buyer to cancel other installments. SHIPMENT INSURANCE DECLARATION: ALL ORDERS WILL SHIP WITH FULL INVOICE DECLARED VALUE, BUYER IS RESPONSIBLE AND SHALL PAY FOR DECLARED VALUE UNLESS PROOF OF BUYERS SHIPMENT INSURANCE IS PROVIDED OR WRITTEN ON BUYERS PURCHASE ORDER IN WHICH BUYER ASSUMES ALL RISK OF LOSS AND BUYER AGREES TO PAY.

 5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS: Inspection and acceptance of the Products shall be Buyer's responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Seller within ten (10) days from the invoice date. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage within ten (10) days from the invoice date. No return of Products shall be accepted by Seller without a Return Material Authorization ("RMA") Number, which may be issued by Seller in its sole discretion. Returned items are subject to a 15% restocking fee per item returned. Returned Products must be in NEW/UNUSED/UNINSTALLED/NO TEST MARKS condition and in original manufacturer's shipping cartons complete with all packing materials. All Products for return shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be defective, a detailed analysis from a ISO Certified Testing Facility identifying the nature of the defect product must be included with return. Products not eligible for return shall be returned to Buyer, freight collect. Returns are subject to a 15% restocking fee. This fee applies on all return unless the item is defective, damaged, or buyer received the wrong item, NO RETURNS on special / custom orders.

 6. SELLER'S LIMITED WARRANTY: Seller warrants to Buyer that upon delivery to Buyer the Products purchased here under shall conform to the applicable manufacturer's specifications. Seller makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. With respect to Products which do not meet applicable manufacturer's specifications, Seller's liability is limited, at Seller's election, to (1) refund of Buyer's purchase price for such Products (without interest) or (2) replacement of such Products; provided, however, that such Products must be returned to Seller, along with acceptable evidence of purchase, within ten (10) days from the invoice date, transportation charges prepaid. Seller shall transfer to Buyer whatever transferable warranties and indemnities Seller receives from the manufacturer of the Products, including any transferable warranties and indemnities respecting patent infringement.

 7. LIMITATION OF LIABILITIES: BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR RE-INSTALLATION COSTS, REPROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER'S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYER'S PURCHASE PRICE FOR THE PRODUCT GIVING RISE TO SUCH CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. SELLER SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON SELLER'S COMPLIANCE WITH BUYER'S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, OR MODIFICATION OF ANY PRODUCTS BY PARTIES OTHER THAN SELLER, OR USE IN COMBINATION WITH OTHER PRODUCTS.

 8. FORCE MAJEURE: Seller shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. Seller's time for performance of any such obligation shall be extended for the time period of such delay or Seller may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to Buyer.

 9. GOVERNING LAW: All sales shall be governed by the laws of the State of where its operators are registered/reside.

10. Compliance with Law and Export Policy: All products sold and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Buyer agrees it is responsible to obtain any license to export, re-export, or import as may be required.

*** ALL SALES ARE FINAL ***