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GENERAL TERMS AND CONDITIONS OF SALES

This documents set forth the terms and conditions of sale and/or acknowledgment (“Terms" or “Acknowledgment") of original purchaser’s (“Buyer") purchase order for MDI Telecom Corp., d.b.a. Syncworks (“Syncworks”) and/or (“Microsemi Corporation") products (“Goods"). These Terms may only be waived or modified in a written agreement signed by any authorized representative of Syncworks. ANY ADDITIONAL OR DIFFERENT TERMS IN BUYER'S PURCHASE ORDER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS, AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM ARE HEREBY GIVEN. NEITHER SYNCWORKS’ ACKNOWLEDGMENT OF THE PURCHASE ORDER, NOR SYNCWORKS’ FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN THE PURCHASE ORDER SHALL BE DEEMED AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS, OR A WAIVER OF THE PROVISIONS HEREOF, UNLESS OTHERWISE STATED IN A PREVIOUSLY EXECUTED WRITTEN PURCHASE AGREEMENT BETWEEN SYNCWORKS AND BUYER COVERING THE SPECIFIC GOODS THAT ARE THE SUBJECT OF BUYER’S PURCHASE ORDER, SYNCWORKS’ ACCEPTANCE OF BUYER’S PURCHASE ORDER IS SPECIFICALLY CONDITIONED UPON BUYER’S ACCEPTANCE OF THESE TERMS. These Terms establish the rights, obligations and remedies of Syncworks and Buyer which apply to Buyer’s order accepted by Syncworks herein (“Agreement") for the purchase of Goods. Buyer’s acceptance to these Terms shall be conclusively presumed from a) Buyer’s receipt of this Acknowledgment without written objection within three (3) business days of receipt of this Acknowledgment, b) Buyer’s instructing Syncworks to begin work or to ship any Goods after receipt of this Acknowledgment, or c) acceptance by Buyer of all or any part of the Goods ordered.

1. INSPECTION; ACCEPTANCE – Inspection and acceptance of the Goods shall be the Buyer’s responsibility. Buyer shall promptly inspect and accept any Goods after receipt of such Goods. In the event the Goods do not conform to the applicable Goods specifications or purchase order, such as obvious defects, Buyer shall promptly notify Syncworks of such nonconformance in writing and Syncworks shall have a reasonable opportunity to repair or replace the nonconforming Goods at its option. Buyer is deemed to have accepted the Goods and to have waived any such nonconformance in the event such written notification is not received by Syncworks within ten (10) days after delivery of the Goods. To the extents any defects and damages are not discoverable during the above acceptance and inspection period, Buyer’s sole remedy for such discovered defects shall be set forth in Section “Limited Warranty" below.

2. DELIVERY – Buyer acknowledges that delivery dates provided by Syncworks are estimates only, and that Syncworks is not liable for failure to delivery on such dates. Syncworks shall make reasonable efforts to meet Buyer’s delivery requirements. In the event Syncworks is more than 30 days late against Syncworks’ acknowledged ship date, Buyer’s sole remedy is to cancel the applicable purchase order.

3. EXPORT CONTROL – Buyer is hereby informed that the Goods and related technical data and information (collectively “Microsemi & Syncworks’ Technology") provided by Syncworks hereunder are subject to United States (“U.S.") export control laws, orders and regulations, including without limitation, those enforced by the Office of Foreign Asset Control of the U.S. Department of Treasury, the Bureau of Industry Security of the U.S. Department of Commerce and the International Traffic in Arms Regulations enforced by the U.S. State Department (collectively “Regulations"), and may be subject to export or import regulations in other countries. These Regulations are available to Buyer and the public on these U.S. agencies websites and are subject to change from time to time by these same agencies. Buyer agrees to comply strictly with all such Regulations when re-exporting or otherwise shipping, transferring or transmitting Microsemi or Syncworks Technology, and will not engage in any transactions in connection with Microsemi or Syncworks Technology that would be prohibited by these Regulations. Without limiting the foregoing, Buyer shall not sell, transfer or otherwise make available any Microsemi or Syncworks Technology to a) any person or company who is a legal resident or is controlled by a legal resident identified on the U.S. Department of Commerce’s Denied Person or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Person Lists, or the Department of State’s Debarred Parties List, as published and revised from time to time on these agencies websites; b) to any U.S. sanctioned or embargoed country; or c) any party if its knows or suspects that Microsemi or Syncworks Technology will be used in the design, development, production or use of nuclear weapons, ballistic missiles chemical/biological weapons or proliferation or are destined for a facility engaged in such activities. Buyer acknowledges its responsibility to obtain a license to export, re-export or import as may be required. Syncworks may suspend performance if Buyer is in violation of applicable regulations.

4. FORCE MAJEURE – Neither party shall be liable to the other for any delay or failure to perform its obligations hereunder (except the payment of sums due) to the extent caused by an event beyond such party’s reasonable control, including but not limited to strikes, stoppage of work, delays by suppliers or subcontractors, embargoes, government regulations, delays or refusals to grant an export or import license or the suspension or revocation thereof or any acts of any government, fire, floods, severe weather conditions or any other acts of God, quarantine, public enemies, war, acts of terrorism or acts of civil or military authority (“Force Majeure event"). If such an event occurs, the affected party shall give immediate written notice to the other party. In the event Syncworks is the affected party, Syncworks’ time of performance of any such obligations shall be extended for the time period of such delay or Syncworks may elect to suspend performance hereunder for the duration of the Force Majeure event or terminate the affected purchase order or agreement without penalty and without being deemed in default or in breach thereof.

5. HAZARDOUS/TOXIC SUBSTANCES – Syncworks shall provide Buyer with any Material Safety Data Sheets (MSDS) applicable to the Goods offered hereunder upon Buyer's request.

6. INFRINGEMENT INDEMNITY
6.1. Syncworks agrees to defend Buyer, from and against any third party’s suits, claims, actions or proceedings alleging that the Buyer’s use of the Goods infringes or misappropriates such third party’s United States patent, copyright, or other proprietary rights, and Syncworks agrees to reimburse Buyer for any damages finally awarded against Buyer by a court of competent jurisdiction that may result from any such third party claim; provided, (a) Buyer notifies Syncworks promptly in writing of the claim; (b) Syncworks has the sole control of the defense and all related settlement negotiations; and (c) Buyer provides Syncworks (at Syncworks’ request and reasonable expense) with all necessary assistance, information and authority to perform these duties. This entire Section “INFRINGEMENT INDEMNITY" states the sole obligation and exclusive liability of Syncworks and Buyer’s sole and exclusive remedy for any infringement claims and actions.
6.2. This indemnity does not extend to any claim of infringement based on or arising from (i) Syncworks’ compliance with Buyer’s designs, specifications or instructions; (ii) modification, alteration or enhancement of the Goods by Buyer or any other third party; (iii) the combination or use of the Goods furnished hereunder with materials or components not provided or specifically specified by Syncworks; or (iv) the use of any version of software other than the latest commercially available version of the software made available to Buyer to the extent the infringement would have been avoided by use of such version. At any time after such a claim has been made or Syncworks believes is likely to be made, or such Good is finally found to be an infringement and Buyer is enjoined from its use, Syncworks shall, at its option and using commercially reasonable efforts, either:
(a) Obtain for Buyer the right to continue using such Goods with no additional cost to Buyer; or
(b) Replace or modify such Goods, while retaining comparable functionality; or
(c) Accept the return of the Goods and refund the purchase price less a pro-rated portion for use of the Goods.

7. PRICES AND PAYMENTS – Unless otherwise agreed to by Syncworks in writing, all prices are in U.S. Dollars and are based on delivery EX-Works Factory (EXW Factory). Price is exclusive of all applicable taxes (as defined in Section “TAXES" below), freight charges, insurance, and brokerage fees. Syncworks shall send an invoice for each shipment of Goods to Buyer at the address specified in Buyer’s purchase order. Payment shall be made in U.S. Dollars. Payment terms is subject to Syncworks’ credit approval. Where approved, Buyer shall pay for the Goods in full thirty (30) days from date of invoice, without regard to delays for inspection or transportation and notwithstanding any order for services to be performed. For locations outside of U.S. or Canada, Buyer may prepay, or if the Order is over $10,000 USD, pay by means of an irrevocable letter of credit, drawn or confirmed by a U.S. bank in favor of Syncworks, with drafts payable at sight, unless otherwise agreed in advance by Syncworks. All bank charges incurred by the opening bank and charges to effect payment to Syncworks in U.S. Dollars shall be Buyer’s responsibility. Overdue payments shall bear interest of one and one-half percent (1.5%) per month or the maximum rate allowable by law. Orders will be assessed a three percent (3%) service fee if paying by credit card.

8. QUALITY – Syncworks utilizes quality assurance procedures consistent with ISO 9001/2000, and shall provide evidence of such compliance upon Buyer’s request.

9. LICENSE; INTELLECTUAL PROPERTY OWNERSHIP – As between Syncworks and Buyer, Buyer acknowledges and agrees Syncworks’ and/or Microsemi owns all right, title and interest to all Intellectual Property Rights (hereinafter defined) to the software, technology, designs, engineering details, schematics and similar data relating to or incorporated in the Goods and any accompanying documentation or information derived from the foregoing. Buyer acknowledges and agrees its use of the Intellectual Property Rights in and/or derived from the Goods, pursuant to these Terms shall not give the Buyer any right, title or interest in or to the Intellectual Property Rights in the Goods. No title to or ownership of any Intellectual Property Rights to the software, designs and technology incorporated or embodied in the Goods, including any engineering details, schematics data, accompanying documentation or information derived from the foregoing is transferred to Buyer, Buyer shall take reasonable precautions to prevent unauthorized access and use of the software and documentation by third parties. To the extent permitted by relevant law, Buyer shall not, nor allow any third party to copy, decompile, disassemble or otherwise reverse engineer the Goods, or attempt to do so. Buyer is prohibited from, and shall prevent any third party from, removing, covering or altering any of Syncworks’ and/or Microsemi’s patents, copyright, trademarks notices placed upon, embedded in or displayed by the Goods or their packaging and related materials. Syncworks reserves all rights not specifically granted to Buyer hereunder. If a purchase order includes software or any product which may contain or consist of software or other intellectual property, such software or other intellectual property is licensed and not sold to Buyer, subject to Buyer’s acceptance of all the terms and conditions contained in the software user license agreement, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. “Intellectual Property Rights" means any patent, copyright, trade name, trademark, service mark, mask works, trade secret, know- how, or any other intellectual property right or proprietary right, whether registered or unregistered and whether now known or hereafter recognized in any jurisdiction.

10. LIMITATION OF LIABILITY – THE REMEDIES PROVIDED HEREIN ARE THE BUYER’S SOLE AND EXCLUSIVE REMEDIES. IN NO EVENT SHALL SYNCWORKS BE LIABLE TO BUYER FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOST BUSINESS OPPORTUNITY, LOST DATA, EQUIPMENT DOWNTIME, OR DAMAGES RELATING TO BUYER’S PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING STRICT LIABILITY), BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE GOODS OR THE PROVISION OF SERVICES HEREUNDER, EVEN IF EACH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM SYNCWORKS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL SYNCWORKS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY ORDER HEREUNDER OR SYNCWORKS’ AND/OR MICROSEMI’S PRODUCTS, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE TOTAL AMOUNT PAID BY BUYER HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.

11. PURCHASE ORDERS – All purchase orders are subject to acceptance by Syncworks. Except as stated in “DELIVERY", purchase orders accepted by Syncworks may not be canceled except with Syncworks’ prior written consent, which consent may be given by
Syncworks in its sole discretion. Buyers may contact Syncworks at (904) 280-1234 for any questions concerning their orders.

12. RESALE NOT INTENDED – The Goods sold or licensed to Buyer by Syncworks hereunder are not for resale by Buyer, unless Syncworks agreed in advance in writing. Syncworks has separate terms and conditions governing purchases for resale.

13. RETURN OF GOODS – Any return of Goods will be subject to Syncworks’ prior written consent and must be made pursuant to Syncworks’ return procedures then in effect. Any Goods accepted by Syncworks for return must be returned, transport prepaid, to Syncworks’ facility in original boxes and packing material, unless otherwise agreed by Syncworks. The Goods shall be returned to Syncworks at the risk and responsibility of Buyer.

14. SHIPPING; FREIGHT COSTS – Syncworks may ship the Goods from any of its factory location or its suppliers’ factory location. Goods will be shipped “best way", unless specified otherwise in Buyer’s purchase order. Unless agreed in advance by Syncworks, shipment terms are EX-Works Factory (EXW Factory). All freight and transportation charges shall be the responsibility of the Buyer. In the event Syncworks prepays transportation charges, Buyer shall be obligated to reimburse Syncworks upon receipt of an invoice for such charges. Goods are packed and marked by Syncworks in containers suitable for prevention of damage under normal commercial air or ground transportation and in accordance with the requirements of the carrier.

15. SUPPORT – Technical telephone support and on-site support are not included with purchases of Goods hereunder. Such support services are available for purchase by contacting Syncworks at (318) 396-5300 or sales@syncworks.com.

16. TAXES – Price of Goods is exclusive of all applicable sales, use, excise, value added, and similar taxes, customs fees, duties, surcharges and other charges levied by any governmental authority (collectively “Taxes"), Buyer is responsible for the payment of all such Taxes, except for taxes based solely upon the income of Syncworks. Buyer shall pay all costs, including collection costs, penalties, and interest, associated with its non-payment of such Taxes. If Buyer claims an exemption from any or all of the Taxes, it shall first provide Syncworks with a validly issued exemption or resale certificate acceptable to the appropriate taxing authority.

17. TERMINATION – Syncworks reserves the right, by written notice of default, to cancel or indefinitely suspend an accepted purchase order if: (i) Buyer defaults in the performance of its obligations hereunder, or otherwise breaches the contract, (ii) Buyer ceases business operations or enters into any bankruptcy, insolvency, receivership or like proceeding not dismissed within thirty (30) days, or assigns its assets for the benefit of creditors, or (iii) when obtaining third-party financing in connection with Buyer's Product purchase(s) fails to do so in a timely manner on terms satisfactory to Syncworks.

18. TITLE AND RISK OF LOSS – Title (except for Software) and risk of loss of the Goods shall pass to Buyer upon delivery EX-Works Factory (EXW Factory).

19. LIMITED WARRANTY.
19.1 Hardware – Syncworks warrants, for a period of twelve (12) months from Syncworks’ date of shipment, the Goods shall be free from defects in design, material, and workmanship under normal use and service, and shall conform to and perform substantially in accordance with Syncworks’ published specifications in effect at the time of shipment. Syncworks further warrants that the Goods shall be free and clear of all liens and encumbrances and shall have good and valid title at the time of transfer by Syncworks. This warranty shall survive inspection, acceptance, and payment by Buyer. Syncworks does not warrant that the operation of the Goods shall be uninterrupted or error free or meet Buyer’s intended use or purpose. Syncworks’ warranty does not cover failures caused by acts of God, including electrical or environmental conditions; abuse, negligence, accident, damage in transit; or improper site preparation.
19.1.1. This warranty shall be null and void in the event (i) Buyer or any third party repairs or attempts repair of the Goods without Syncworks’ advance written authorization; or (ii) defects are the result of repairs, modifications, alterations, improper or inadequate maintenance by Buyer or third party; or (iii) damages to said Goods are caused by Buyer or third party-supplied software, interfacing or supplies; or (iv) of improper use (including termination of non-certified third party equipment on Syncworks’ proprietary interfaces and operation outside of the product's specifications) by Buyer or third party; or (v) the Goods are shipped to any country other than that originally specified in the Buyer's purchase order.
19.1.2. Buyer’s sole remedy for a breach of the foregoing Goods warranty, whether express or implied, howsoever arising, shall be as set forth in this Section. Goods not meeting the foregoing warranty during the warranty period shall be repaired or replaced, at Syncworks’ option, upon return of such Goods to Syncworks’ factory; provided, however, that Buyer has first obtained a return materials authorization (“RMA") number from Syncworks authorizing such return. Buyer may obtain an RMA number by logging onto Syncworks’ website www.Syncworks.com. Buyer shall place the RMA number on the exterior packaging of all returns. Buyer shall be responsible for the shipping costs to ship the Good to Syncworks and Syncworks shall pay for shipping costs to return the repaired or replacement Good to Buyer. Repaired or replaced portion of the Good shall be warranted for the remainder of the unused warranty term or for ninety (90) days from shipment, whic