Bridgeport Magnetics Group, Inc.

Terms and Conditions of Sale

1.GENERAL. The terms and conditions of sale set forth herein apply to all quotations and sales orders issued by Bridgeport Magnetics Group Inc. (Seller) and together with Buyer’s purchase order acknowledged by the Seller establish a binding contract between the Seller and the Buyer. Buyer must confirm all verbal orders in writing prior to execution.

2. PRICES. Prices in Seller’s quotation are valid for 30 days from its date, unless otherwise stated.  Prices acknowledged by Seller are firm for the quantities and the shipping schedules set forth in the order acknowledgement for 6 months from date of order, but are subject to revision if buyer changes quantities and/or shipping schedules.  Prices of products shipped under this contract are subject to change should the buyer not release the full contracted order quantity within 12 months or other agreed upon time period from date of order,

3. TAXES.  With exception of the State of Connecticut’s sales tax, when applicable, no tax or fees of any kind will be charged and collected by the Seller.

4. TRANSPORTATION. All sales are made F.O.B. Seller’s factory in Shelton, CT unless otherwise agreed upon. Unless otherwise instructed by the Buyer, Seller will prepay freight charges. All prepaid shipments are insured with a $500 deductible.

5. DELIVERY. All confirmed shipping dates are approximate. Buyer will be notified of any delay beyond two business days. Buyer may cancel the order with no penalties if the delay will amount to 30 days or more.

6. TERMS OF PAYMENT.  All invoices to customers with approved credit terms are payable within 30 days from the date of invoice. Seller accepts payment using VISA, MasterCard, Amex, Discover or certified bank check or money order. Buyer will pay all costs and expenses of collection of overdue accounts, including reasonable attorney’s fees.

7. LIMITED WARRANTY. Seller warrants merchandise sold by it to be free from defects in materials and workmanship and to equal or exceed applicable published ratings and specifications, or in the case of custom designed merchandise or prototypes the specifications agreed upon, under the proper storage and use for a period of 60 months from the date of the original shipment.  All implied warranties, including merchantability and fitness for purpose are disclaimed.

8. LIMITED LIABILITY. Seller’s entire liability and obligation to Buyer under the above warranty shall be expressly limited to the repair, replacement or crediting, as Seller may determine at its sole discretion, of any defective or nonconforming merchandise for which Buyer has given written notice to Seller within 30 days from date of receipt of such merchandise.

9. CANCELLATION.  Cancellation of acknowledged orders will be subject to cancellation charges of up to 100% of order value.

10. RETURN POLICY. Buyer must obtain a Return Material Authorization (RMA) Number from Seller prior to shipping any products back to Seller. All returns to be sent prepaid by Buyer.  Seller will accept return of its unused and undamaged standard catalog products for credit of full value of products less re-stocking fee. Freight and insurance charges for returns to be paid by Buyer. Return of custom made products that comply with agreed upon specifications will not be accepted.

11. FORCE MAJEURE. Seller shall not be liable for any failure or delay in manufacturing or delivery resulting from any cause beyond the reasonable control of the Seller including acts of God, fires and other casualties or accidents.

12. CONFIDENTIALITY.  Commercial and technical information including datasheets, specifications and samples submitted by Buyer to Seller or vice versa will not be disclosed to a third party without written authorization by the other party.      

13. DISPUTES.  The laws of the State of Connecticut shall in all respects govern this Agreement.

August, 2010