Standard Terms and Conditions of Sale

1.0 General
1.1 (a) These Standard Terms and Conditions may not be modified or cancelled without Microwave Research and Applications, Inc.’s (MRA’s) written agreement. The sale of Products, testing, consulting or other services hereunder shall be governed by the Standard Terms and Conditions, notwithstanding contrary to additional terms and conditions in any purchase order, planning schedule, acknowledgment, confirmation or any other form of document issued by either party effecting the purchase and/or sale of Products.
(b) No rights, duties, agreements or obligations hereunder may be assigned or transferred by either party without the prior written consent of the other. The obligation, rights, terms and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
(c) The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof shall not be deemed to constitute a waiver of any other term, condition, or covenant contained herein or of any subsequent breach or default of any kind of nature.
(d) Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or enforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provisions in any other jurisdiction.
(e) The Standard Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Illinois and the applicable laws of the United States of America.

2.0 Quotations and Orders
2.1 All quotations are subject to final acceptance by MRA of Customers purchase order, including any exceptions thereto, before any responsibility for performance shall exist on the part of MRA. All purchase orders received by MRA not in response to a quotation are subject to acceptance by MRA. All changes from the written quotation of MRA must be approved and accepted in by MRA. Customer is hereby notified in advance of MRA’s objection to any proposed additional or different terms or conditions.
2.2 Unless otherwise set forth in the details of a written quotation or proposal, all quotations are valid for a period of thirty (30) days from the date thereof. Any purchase orders issued by the Customer with respect to a quotation from MRA shall be subject to confirmation of acceptance by MRA.
2.3 The Customer issuing a purchase order (“Purchase Order”) to MRA (or verbal/written orders with payment) will initiate an order. Orders will identify the ship to, bill to addresses and contact in addition to the products, unit quantities, part numbers, descriptions, applicable prices and requested delivery date, with details present at time of order or amended prior to shipping. Orders are subject to MRA acceptance and to these Standard Terms and Conditions.
2.4 Customer request to reschedule is subject to acceptance by MRA in its sole discretion. Orders may not be cancelled after receipt of the Order by MRA. Orders may not be canceled or rescheduled after delivery by MRA to the carrier.

3.0 Pricing and Taxes
3.1 All prices are F.O.B. MRA’s facility unless otherwise specified and become the property of the Customer at the time of shipping. Damage or losses during shipping are the responsibility of the customer.
3.2 Applicable federal, state and other taxes are not included in price quotations and must be paid by the Customer. All import duties and taxes for shipments outside of the US including any brokerage fees are the responsibility of the Customer.
3.3 MRA reserves the right to correct all typographical or clerical errors which may be present in prices or specifications contained in a quotation.
3.4 MRA reserves the right in accepting any Orders to adjust MRA’s prices at the time of invoicing to reflect price increases from MRA’s suppliers under the following conditions:
(a) Time from issuance of MRA’s quotation to receipt of the Customer’s Order exceeds thirty (30) days;
(b) Time from acceptance of Customer’s purchase order to shipment, as mutually agreed upon, exceeds ninety (90) days;
(c) Customer’s requests changes related to delivery, materials, performance, or specialized equipment which require MRA to incur cost in excess of those included in MRA’s quotation.
4.0 Payment and Terms of Payment
4.1 Payment and Credit
(a) Upon approval of credit, payment for sale of all items shall be net thirty (30) days after invoice (ship) date.
(b) Are to be made in US dollars.
(c) Some sales are subject to a special provision for terms of payment as set for in
MRA’s quotation and may include:

(1) Full payment for sales outside of the United States at time of order
(2) Full or partial payment at time of acceptance of order for high value or custom orders;
(3) Progress payment(s);
(4) Payment prior to shipment;
(5) Credit card orders are charged at the time of order to offset credit card fees.
(6) Short net payment terms may be offered for discounted pricing
(7) Other terms as defined by Company.

4.2 Failure on the part of Customer to make full payment on all sums due to MRA as set forth in the MRA’s quotation and these standard terms and conditions of sale shall constitute a material breach of contract by the Customer.
4.3 MRA may, at its sole option, thereafter proceed to exercise any or all of MRA's remedies for breach of contract. In addition, MRA may charge and collect from Customer a late charge for any overdue balances due MRA computed at the rate of two percent (2%) per month for the period of time said balance or any part thereof is overdue. Said late charge shall be added to any overdue balances.
4.4 MRA may, at its sole option, charge a monthly storage fee for microwaves on their premises that are waiting for repair, modification or any type of work, shipping instruction or final payment. MRA is not responsible for any damage to microwaves that are waiting for repair, modification or any type of work, shipping instruction or final payment

5.0 Cancellation
5.1 Any request by Customer for cancellation, non-payment by the customer or changes in a product in total or in part of any order accepted by MRA shall be subjected to the following conditions:
(a) MRA must receive written notice of Request for Cancellation stating the reason therefore, or MRA must give written or electronically notice to customer if the cancelation is for non-payment or money due.
(b) Customer shall be liable for payment of the following charges to MRA in the event of cancellation:
(1) All charges incurred (including overhead, G&A and profit) prior to the date that notice of cancellation is received by MRA for all parts peculiar to Customer’s requirements. Upon payment by Customer of these charges such parts become the property of Customer. MRA will store said parts for a reasonable period of time pending receipt of Customer’s instructions for disposition. Such storage is at Customer’s risk and may be subject to storage charges if stored by MRA for longer than thirty (30) days from the cancellation date; plus
(2) Charges to convert modified standard parts for return to MRA’s inventory; plus
(3) A restocking charge of a minimum of thirty percent (30%) but not to exceed total sales value.
(c) Custom or special orders are non-cancelable except for non-payment.

6.0 Shipment and Delivery
6.1 Receipt of Damaged Goods: it is the responsibility of Customer to immediately file claims for any damages to contents.
(a) Inspect the contents of the shipment and check the merchandise carefully. Note on receiving documents from the carrier of visible damage
(b) If any damage is found, contact the carrier and request to file a damage claim. Request for inspection must be made immediately. The delivering carrier will want to know:
(1) Name & address of shipper (MRA)
(2) Shipper number (if applicable) and tracking number
(3) Contents of shipment and value
(4) Nature of damage and if available, estimated repair cost.
(c) Keep the container, all packing material and invoice until damage claim is settled. The package and contents will need to be inspected by the carrier.
(d) After notifying the carrier, contact MRA and request a Return Authorization Number. (See Section 9.0, Return Policy)
(e) Failure to contact the carrier and file a claim results in Customer liability.
6.2 Title to all items sold passed to Customer upon delivery of purchased items to the carrier for shipment per Customer’s instructions.
MRA is not responsible for loss or damages after delivery to carrier. Title to items supplied on lease or consignment remains with MRA, and Customer is responsible for safeguarding same.
6.3 MRA shall not be liable for any claims for loss or damaged whatsoever resulting from disturbance, transportation difficulties, inability to obtain materials or services, acts of federal, state, country or local governments, fires, floods, storms, or acts of God. MRA is not responsible for any taxes or import duties as they are assessed at the time of entry to the boarder of final destination or any handling fees or storage fees. The customer may need to pay these direct to the shipper.
6.4 MRA’s delivery estimates represent the best information available at that time and MRA will make every reasonable effort to meet such dates. Unless there is a specific agreement in writing by MRA, MRA shall not be liable for any claims of damage by Customer resulting in shipping dates from those quoted.

7.0 Installation
7.1 All equipment shall be installed by and at the expense of Customer unless otherwise specified in writing.

8.0 Warranty and Limitations of Remedies
8.1 MRA warrants that all equipment, except magnetrons, manufactured by it shall be free from defects in materials and workmanship under normal use and service for a period of twelve (12) [Unless noted other wise.] months from date of shipment from MRA’s facility. This warranty is subject to MRA’s equipment being installed, maintained and operated in accordance with the operating and maintenance instructions accompanying each item manufactured by MRA. Warranty shall be void if MRA’s equipment is modified by Customer or used in other than the recommended manner, different application for its intended use or with the cavity empty or nearly empty. Arcing damage is not covered under the warranty.
8.2 MRA warrants that, at the time of delivery, any other products processed or manufactured and sold by it hereunder are free of defects in material and workmanship and conform to Company’s specifications. Purchased equipment incorporated into any items supplied by MRA will be covered by manufacturer’s warranty.
8.3 No warranty is provided by MRA for products sold hereunder which are not manufactured or processed by MRA, but the manufacturer’s warranty for such products, if any, shall be assigned to Customer without recourse to MRA.
8.4 Any MRA product or part thereof that is subject to failure due to normal wear and use and thereby considered to be “consumable” (e.g. magnetrons, light bulbs, temperature probes (failure from arcing or physical damage)) shall not be covered under warranty unless specifically provided for in writing by MRA.
8.5 Acceptance of any warranty claim by Customer shall be solely at the option of MRA.
8.6 All repair and service under warranty shall be performed by MRA or MRA’s appointed agent. Unless otherwise agreed in writing by MRA, all applicable taxes, duties, insurance and shipping charges for warranty repair and service shall be the sole responsibility of Customer.
8.7 The foregoing warranties are in lieu of and exclude all other warranties not expressly set forth herein, whether expressed or implied by law or otherwise, including without limitation any warranty of merchantability or fitness for a particular purpose. In no event will MRA be liable for consequential damages.
8.8 IN THE EVENT OF MRA’S LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED, AT COMPANY’S OPTION, TO REPAIR OR REPLACEMENT (F.O.B. MRA’S FACILITY) BY MRA OF ANY NONCONFORMING ITEM WHICH CLAIM IS MADE BY THE CUSTOMER OR TO REPAYMENT OF THE PORTION OF THE PURCHASE PRICE PAID BY THE CUSTOMER ATTRIBUTABLE TO THE NONCONFORMING ITEM. MRA WILL NOT BE LIABLE FOR ANY OTHER DAMAGES, WHETHER DIRECT OR INCIDENTAL, CONSEQUENTIAL OR OTHERWISE.
8.9 Shipping for repair (under warranty or not under warranty) both outgoing and return is the responsibility of the customer. Damage occurred during shipping is not the responsibility of MRA.

9.0 Return Policy
9.1 Custom products are not returnable. Any request by Customer for return of standard products for restocking, for all or any part of order accepted by MRA, shall be subject to the following conditions:
(a) All sales of MRA products received by Customer are considered final unless otherwise expressly allowed in writing by MRA.
(b) A RETURN MATERIALS AUTHORIZATION (“RMA”) number must be assigned to and accompany all goods or materials being returned by Customer to MRA. Said number must be assigned by MRA prior to any and all returns. Goods not accompanied by a RMA number will be refused by MRA and returned at Customer’s expense.
(c) Customer shall prepay shipping charges for products being returned to MRA.
(d) Products being returned to MRA should be properly crated for shipment and Customer shall bear the risk of loss or damage until delivered to MRA.
(e) Products being returned to MRA must be returned in the condition originally received by Customer and free from damage, use or modification which would render the product unusable for resale as new equipment by MRA.
(f) All applicable taxes, duties, insurance and shipping charges shall be the sole responsibility of Customer.
(g) Goods being returned for other than repair (in or out of warranty) shall be subject to a restocking charge of thirty (30%) percent of the original sales price of the returned item.
9.2 Return of Equipment for Repair or Servicing
(a) Before shipping equipment for repair or servicing the Customer must obtain a RMA number assigned by MRA.
(b) All non-warranty repair and service performed by MRA shall be at Customer’s expense and a quote on the repair cost will be provided if requested by Customer before repair.
(c) All products or equipment being returned to the customer from MRA will be at the Customer’s expense.

10.0 On-Site Service Calls
10.1 Any service requested by Customer to be performed by MRA at a location other than a MRA facility, other than those required by the specific terms of quotation, shall be made at the expense of Customer and are subject to the availability of service personnel.

11.0 Patents and Rights
11.1 The equipment to be provided by MRA under its quotation may include items for which a supplier or MRA holds patent rights, has patent rights pending, or has a license to manufacture under patent rights held by others. MRA shall not be liable for any claim against Customer arising from such patent or license rights.
11.2 The acceptance of a order, submittal or quotation, or supply of products, services or equipment does not constitute an offer nor imply the obligation of MRA to make any patents, patent rights, or license to manufacture available to Customer or any third party having a contractual relationship with Customer with respect to any items supplied by MRA.
11.3 All drawings, unique techniques and inventions made by MRA, its agents or employees in the fulfillment of any contracts shall be and remain the sole property of MRA.
11.4 Notwithstanding that title to Products may pass to Customer, MRA shall remain the exclusive owner of all intellectual property rights of whatever nature including, without limitation, copyrights, patents and patentable inventions, know-how, trade secrets, trademarks and design rights (whether registered, registrable or otherwise) embodied in or otherwise relating to Products unless covered by a separate agreement. Customer shall not reverse engineer Products or any part thereof nor employ, authorize or otherwise seek to have others do the same.