(a) Purchaser (as defined below) hereby acknowledges that the Parts (as defined below) specified on the Order (as defined in section 2(d)) are being ordered by Purchaser in the course of Purchaser's business and not for private use or consumption. Subject to the provisions and qualifications set forth in these standard terms and conditions (the "Standard Terms"), Dale Electronics Ltd. d/b/a Mini-Circuits Europe ("MCE") warrants only to your company ("Purchaser") that on the date of shipment the parts sold pursuant hereto (the "Parts") will conform to applicable Specifications (as defined below) of MCE's affiliate, Scientific Components Corporation d/b/a Mini-Circuits ("Mini-Circuits") in effect on the date of shipment, as may be further amended by Mini-Circuits from time to time. Conformance to the Specifications will be based on Mini-Circuit's then applicable established test performance criteria and measurement instructions, as determined by MCE. The warranty period will be for a period of twelve (12) months after shipment from MCE's applicable plant, unless another period is specified (the "Warranty Period"). The term "Specifications" means Mini-Circuit's applicable specification sheet(s) concerning a particular Part as designated by Mini-Circuits from time to time.

(b) Without the prior written consent of MCE, Parts sold pursuant hereto are not authorized for use as critical components in (i) devices, implements or systems utilized in air or space flight; (ii) medical devices, implements or systems; or (iii) life support devices, implements or systems (collectively, "Space and Medical Systems"). Accordingly, Parts that are used in Space and Medical Systems are sold "AS IS, WITH ALL FAULTS". The express warranty specified in section 1(a) does not apply to Parts used in Space and Medical Systems and MCE will have no responsibility or liability in connection therewith and same are hereby waived. As used herein, "life support devices, implements or systems" are those which (i) are intended for surgical implant into the body; or (ii) support or sustain life. A "critical component" is any component of a device, implement or system whose failure to perform does or can reasonably be expected to result in injury to person or property or cause a failure in that device, implement or system or affect its safety or effectiveness.

(c) It is hereby acknowledged and agreed that there are many variables affecting the proper selection, use and installation of parts manufactured or sold by MCE or its affiliates since each potential system utilizing these parts is unique with differing component configurations and attributes and differing requirements and environments. Accordingly, notwithstanding any information provided by MCE or its affiliates, Purchaser is responsible for consulting with its own engineers and other appropriate professionals who are familiar with the specific systems into which Parts are to be incorporated so that the proper selection, use and installation of such parts, and the adequacy of the system and back-up systems, can be determined. As a result, Purchaser shall be barred from any recovery against MCE or its affiliates (including, without limitation, any recovery under the express warranty specified in section 1(a)) by reason of improper selection, use and/or installation of the Parts and, with respect to the systems in which such parts are to be utilized, improper system design and/or the inadequacy of back-up systems, and MCE or any of its affiliates shall have no liability on account thereof, and same is hereby waived.

Further, Purchaser shall also be barred from any recovery (including, without limitation, any recovery under the express warranty specified in section 1(a)) and neither MCE nor any of its affiliates shall have liability on account of any of the following, or the use of the affected Parts:(i) any Parts which have been subject to accident, negligence, alteration, abuse, tampering, misuse, improper storage (including, without limitation, exposure to weather), improper maintenance, improper removal, improper installation or the like; (ii) any Parts which are not used with compatible components or in appropriate environments; (iii) any Parts which are used outside of stated absolute maximum ratings, or applicable service, pressure, temperature, frequency or other ranges or applications for which they were manufactured, as specified by Mini-Circuits; (iv) Permissible Defects (as defined below);(v) use of any Parts for Space and Medical Systems without the prior written consent of MCE; (vi) failure to comply with Performance Conditions (as defined below); (vii) unreasonable use, improper operation of Parts, use of Parts beyond normal fashion, failure to follow instructions, failure to maintain Parts in good condition and repair, or the like; (viii) without the prior written consent of MCE, use of Experimental Parts(as defined below), it being understood that such parts are sold "AS IS", "WITH ALL FAULTS"; (ix) failures of or defects in Parts caused by another component or other element or influence within or outside of a given system including, without limitation, failures caused by voltage or current settings; and (x) the occurrence of a Software Issue (as defined below) in the event any Parts contain or require the use of software.

For purposes hereof, the term "Permissible Defects" means deviations from the Specifications to the extent of permissible variations and defects as defined by Mini-Circuit's applicable test performance criteria and measurement instructions, as determined by MCE. The term "Experimental Parts" means Parts which are developmental, experimental, first articles or prototype parts. The term "Performance Conditions" means the conditions, assumptions, and recommendations contained in data, specifications, drawings, technical information, application notes or other literature (collectively "Data") of Mini-Circuits which are required to or should be satisfied in order for Parts to meet applicable Specifications on a consistent basis. The term "Software Issue" means a particular Part fails to meet applicable Specifications due to an error, defect, failure, or malfunction associated with the software contained in or used with that Part.

For purposes hereof, the term "Person" means any natural person, corporation, division of a corporation, partnership, proprietorship, joint venture, association, trust, estate, foundation, or any other entity, whether or not incorporated, and any governmental authority, unit or agency.

(d) In the event a defect is discovered or should have been discovered from which it is reasonable to conclude that damage, either personal, property or economic, may result, the continued use of the suspect parts will constitute an assumption of the risk and a bar to any recovery against MCE, including, without limitation, any recovery for breach of any express warranty.

(e) PURCHASER'S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES IN CONNECTION WITH THE LIMITED WARRANTY CONTAINED IN SECTION 1(a) ARE ALSO LIMITED TO THE RIGHTS AND REMEDIES EXPRESSLY SET FORTH IN SECTION 2.

(f) IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THERE ARE NO TERMS, CONDITIONS OR WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE EXPRESS TERMS OF SECTION 1(a). THE EXPRESS WARRANTY SET FORTH IN SECTION 1(a) AND THE OBLIGATIONS AND LIABILITIES OF MCE THEREUNDER ARE EXCLUSIVE AND ARE EXPRESSLY IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES, ALL OTHER TERMS, CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, WHETHER STATUTORY, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE TERMS, CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE BY PURCHASER (IT BEING EXPRESSLY UNDERSTOOD THAT PURCHASER IS SOLELY RESPONSIBLE TO SATISFY ITSELF THAT THE PARTS ARE SO FIT), CONFORMANCE WITH ANY DESCRIPTION OR SAMPLE, WARRANTIES CONCERNING INFRINGEMENT OR THE LIKE, AND ANY TERMS, CONDITIONS OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE.

It is hereby expressly understood and agreed that unless a statement is specifically identified in these Standard Terms or on the Mini-Circuits website or on an Order as a condition or warranty, the statements made herein and therein relating to the Parts are not express conditions or warranties and do not form a part of the basis of the bargain but are merely MCE's opinion or commendation of the Parts. Any description of the parts specified in these Standard Terms or any description of parts contained in an Order or on Mini-Circuits' website or any and all brochures, pamphlets or other literature of Mini-Circuits, whether delivered before or after the date hereof, are not intended to be conditions or warranties. Instead, they are for the sole purpose of identifying such parts; and such descriptions are not part of the basis of the bargain, and do not constitute a condition or warranty that the Parts shall conform to those descriptions. The use of any sample, graph, data curve, model or drawing is for illustrative purposes only, conformity of the Parts to such sample, graph, data curve, model or drawing is not part of the basis of the bargain, and is not a condition or warranty that the Parts will conform with the sample, graph, data curve, model or drawing. No affirmation of fact or promise made by or on behalf of MCE or any of MCE's affiliates, whether or not in these Standard Terms, shall constitute a condition or warranty that the Parts will conform to the affirmation or promise.

(g) MCE neither assumes nor authorizes any other person to assume for it any other liability in connection with the sale of Parts hereunder.

(h) Purchaser acknowledges that MCE has acted in good faith in making the warranty contained in section 1(a). Purchaser further acknowledges that such warranty is reasonable and intended to be the only warranty of MCE.

(i) In consideration for MCE accepting the Order and providing the express warranty specified in section 1(a), Purchaser shall be barred from any recovery against MCE's affiliates, including the manufacturer of the Parts purchased by Purchaser hereunder and such affiliates and manufacturer shall have no liability whatsoever on account of (i) the Parts or otherwise, (ii) arising out of or relating to the purchase or use of Parts, (iii) use of the Mini-Circuits website, or (iv) the transactions contemplated hereby, and same are hereby waived and released by Purchaser, all to the fullest extent permitted by applicable law. In this regard, Purchaser hereby acknowledges and agrees that MCE's affiliates are entitled to rely on this waiver and release as third party beneficiaries as more particularly stated in section 18(d).

2. LIMITATION OF REMEDIES, WAIVER OF CONSEQUENTIAL DAMAGES

(a) EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTIONS 2(b) and 8, MCE'S SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY WITH RESPECT TO (i) ANY BREACH OF ANY TERM, CONDITION OR WARRANTY, EXPRESS OR IMPLIED (UNDER THESE STANDARD TERMS OR OTHERWISE), (ii) DEFECTS IN PARTS, NON-CONFORMITIES OF THE PARTS OR THE TENDER THEREOF, AND/OR (iii) OTHER BREACHES OF ANY OBLIGATION OR DUTY OWED BY MCE HEREUNDER OR UNDER APPLICABLE LAW, AND PURCHASER'S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES WITH RESPECT THERETO, SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT, AT MCE'S OPTION, OF ANY PARTS SOLD BY MCE WHICH MAY PROVE TO BE DEFECTIVE WITHIN THE WARRANTY PERIOD AS A DIRECT RESULT OF SUCH BREACH OF WARRANTY, DEFECT, NON-CONFORMITY OR OTHER BREACH. SUBJECT TO THE PROCEDURES SET FORTH BELOW, MCE WILL REPAIR OR REPLACE SUCH DEFECTIVE PARTS, AS THE CASE MAY BE, FREE OF CHARGE.<

The determination of whether the Parts in question are defective will be made by MCE in its sole and absolute discretion, and such determination shall be conclusive and binding on Purchaser. MCE will give Purchaser notice of its determination within forty-five (45) days after MCE receives such parts from Purchaser as provided herein. If MCE determines that the Parts in question are defective, MCE will identify the specific defective parts and remedy such defects in accordance with this section 2 within a reasonable time after giving notice that the Parts are defective.

In order for Purchaser to be entitled to receive the rights and remedies contained in this section 2, Purchaser must, during the Warranty Period, notify MCE in writing of the existence of possible defective Parts within thirty (30) days after discovery thereof or the time Purchaser should have discovered such possible defect or else such claims shall be deemed waived. Such notification shall contain a request for a return material authorization ("RMA") from MCE and Purchaser shall comply with MCE's then applicable RMA procedures. Within fifteen (15) days after receiving the RMA, Purchaser shall deliver the specified Parts to the applicable plant designated by MCE for that purpose, all as stated in the RMA, free of all liens and encumbrances. MCE may initially only request a small sample of Parts in the RMA. Purchaser will pay for the transportation of the suspect Parts from Purchaser's plant to MCE's plant, all as specified in the RMA. Purchaser is also responsible and liable for all other costs and expenses in connection with the return of parts under the RMA including, without limitation, recalls and disassembly of any systems, testing, inspections, insurance, removal and re-installation charges and other costs and expenses incurred in connection with this section 2. Purchaser shall bear the risk of loss of all such Parts returned pursuant to this section 2.

If MCE determines that the Parts in question are defective and are covered by the warranty specified in section 1(a), MCE will remedy such defects in accordance with this section 2(a). However, if MCE determines such Parts are not defective or are not otherwise covered by the express warranty contained in section 1(a), then, to the extent feasible, such non-defective Parts will be returned to Purchaser, at Purchaser's sole cost and expense. In addition, MCE shall charge a fee to Purchaser and Purchaser shall promptly pay a fee equal to the costs and expenses of testing and inspecting such Parts as incurred by MCE and its affiliates. Purchaser shall promptly reimburse MCE for such costs and expenses as well as the transportation expenses incurred by MCE on account of the RMA. MCE and its affiliates shall not be liable or responsible for damages or destroyed Parts as a result of such inspection or testing. MCE shall have no liability or obligation to Purchaser for loss or damage resulting from the testing, repair, replacement, maintenance, loss of use of Parts, removal, recalls, disassembly of systems or subsequent reinstallation of parts.

Purchaser hereby acknowledges and agrees that the notice and time periods specified in this section 2 regarding discovery of defects, shipment of parts to MCE, notification of defectiveness and the time to effectuate remedies are the appropriate, commercially reasonable and fair time and notice periods.

(b) IF AFTER A REASONABLE NUMBER OF ATTEMPTS BY MCE TO REMEDY A DEFECT PURSUANT TO SECTION 2(a) AND THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNCONSCIONABLE OR UNENFORCEABLE IN THE JURISDICTION IN WHICH ENFORCEMENT IS SOUGHT, OR IN THE EVENT REPAIR OR REPLACEMENT IS NOT APPROPRIATE OR PRACTICAL AS DETERMINED BY MCE IN ITS SOLE AND ABSOLUTE DISCRETION, PURCHASER SHALL, AT ITS OPTION, EITHER RECEIVE (i) A REFUND OF THE PURCHASE PRICE FOR THE DEFECTIVE PARTS; OR (ii) A CREDIT IN AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH PARTS, IT BEING UNDERSTOOD THAT THE REMEDIES STATED IN THIS SECTION 2(b) SHALL THEN BE PURCHASER'S SOLE AND EXCLUSIVE REMEDY.

PURCHASER'S RIGHTS AND REMEDIES PROVIDED IN SECTIONS 2(a) AND 2(b), AND IF APPLICABLE, SECTION 8 FOR THE MATTERS STATED THEREIN, SHALL BE PURCHASER'S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES HEREUNDER AND ARE EXPRESSLY MADE IN SUBSTITUTION OF ANY AND ALL RIGHTS AND REMEDIES OTHERWISE PROVIDED UNDER APPLICABLE LAW.

(c) In addition to MCE's right to tender if the time for delivery has not yet expired, MCE shall have the right to cure all non-conformities of Parts and the tender thereof without regard to whether MCE had reasonable grounds for believing that the tender or non-conformities would be acceptable. MCE shall have such right to cure even if MCE's time to do so pursuant hereto extends beyond the initial time for performance hereunder. The parties acknowledge and agree that, to the extent an Order refers to more than one delivery, such Order is, and shall be deemed to be, a contract for the sale of goods to be delivered by stated installments, according to section 31(2) of the Sales of Goods Act 1979, as amended (the "SGA").

(d) THE MAXIMUM LIABILITY OF MCE ARISING OUT OF OR RELATING TO THE SALE OF PARTS EVIDENCED BY ANY ORDERS AND THE TRANSACTIONS CONTEMPLATED THEREBY AND BY THESE STANDARD TERMS SHALL BE LIMITED TO THE PURCHASE PRICE OF PARTS SOLD HEREUNDER TO THE EXTENT ACTUALLY PAID FOR BY PURCHASER AND RECEIVED BY MCE (IN RESPECT THEREOF, PURCHASER HEREBY ACKNOWLEDGES THAT SUCH LIMITATION OF LIABILITY IS NOT SUBJECT TO THE PROVISIONS OF SGA SECTIONS 53 AND 54, AND IF AND TO THE EXTENT SUCH SECTIONS MAY BE APPLICABLE, WAIVES APPLICATION OF SUCH). UNDER NO CIRCUMSTANCES SHALL MCE OR ANY OF ITS AFFILIATES BE LIABLE TO PURCHASER OR ANY OTHER PERSON FOR ANY: (i) DAMAGES ARISING OUT OF OR RELATING TO PERMISSIBLE DEFECTS; OR (ii) CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, OR LOST PROFITS, EXPENSES OR LOSSES OR CONSEQUENTIAL LOSS (AS DEFINED BELOW) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY (1) BREACH OF ANY TERM, WARRANTY, OR CONDITION, EXPRESS OR IMPLIED, FUNDAMENTAL, SERIOUS OR OTHERWISE, UNDER THE STANDARD TERMS OR OTHERWISE; (2) DEFECTIVE PARTS OR ANY NON-CONFORMITY OF THE PARTS OR THE TENDER THEREOF; OR (3) OTHER BREACH OF ANY OBLIGATION OR DUTY OWED BY MCE HEREUNDER (INCLUDING WITHOUT LIMITATION BY NEGLIGENT ACTS OR OMISSIONS OF MCE), UNDER ANY ORDER OR UNDER APPLICABLE LAW, REGARDLESS OF WHETHER THE LIABILITY RESULTED FROM ANY GENERAL OR PARTICULAR REQUIREMENT OR NEED WHICH MCE KNEW OR SHOULD HAVE KNOWN OF, INCLUDING LOSSES WHICH MAY OCCUR IN THE ORDINARY COURSE OF EVENTS REGARDLESS OF MCE'S ACTUAL KNOWLEDGE, IT BEING EXPRESSLY UNDERSTOOD THAT PURCHASER'S ONLY REMEDY SHALL BE THE REPAIR OR REPLACEMENT OR A REFUND OR CREDIT OF THE PURCHASE PRICE THEREFOR IN THE MANNER AND ONLY TO THE EXTENT SPECIFIED IN SECTIONS 2(a), 2(b) OR 8. IN THE EVENT THAT ANY OTHER TERM OF THE STANDARD TERMS OR AN ORDER IS FOUND UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, OR ANY EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, THIS PROVISION OF WAIVER BY AGREEMENT OF CONSEQUENTIAL DAMAGES SHALL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT. THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM OF THE AGREEMENT BY MCE. The term "Consequential Loss" means (i) consequential or indirect loss under English law; and (ii) loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in the meaning of consequential or indirect loss under English law, and whether or not foreseeable upon the submission of an Order by Purchaser.

For purposes of these Standard Terms, the term "Order" means the Order Summary Page generated after Purchaser submits a Secure Order during a particular Session that is specifically acknowledged by MCE pursuant to its standard written or electronic acknowledgment. The term "Secure Order" means a Secure Order Form on the Mini-Circuit's website completed by Purchaser and submitted to MCE by clicking the applicable "Continue Order" button on such website for the purchase of Parts. The Secure Order Form contains the Part model number, Part description, Part unit price, quantity to be ordered, total price, billing information, shipping information and credit card information. The term "Session" means that certain time period commencing from the time Purchaser clicks onto a "Click to add to Shopping Cart" icon and ending when Purchaser clicks the "Submit Order" button on the Order Summary Page.

Accordingly, Purchaser acknowledges and agrees that a Secure Order and the related Order Summary Page is merely an offer to purchase Parts and is not binding on MCE unless and until MCE accepts such offer by issuing a written or electronic acknowledgement of the offer in question. In consideration of MCE reviewing Purchaser's Secure Order, Purchaser agrees and promises that Purchaser's offer will be irrevocable for a period of five (5) business days (the "Offer Period"). If MCE accepts an offer by issuing an acknowledgment during the applicable Offer Period, a binding contract consisting of an Order will be created based on these Standard Terms. If MCE fails to issue an acknowledgment for a particular offer during the applicable Offer Period, or if MCE otherwise rejects an offer, no binding contract is created and the particular offer will be deemed to be rejected.

(a) Purchaser has no right, title or interest in or to (i) the Specifications and other specifications and technical information furnished by MCE or Mini-Circuits, or supplied by Purchaser and modified by MCE or Mini-Circuits, concerning the Parts or the proprietary information contained in any of the foregoing by reason of the sale of such Parts or otherwise; (ii) designs of Parts, (iii) Mini-Circuits Process Technology and (iv) any and all related improvements of any of the foregoing (the foregoing items (i) – (iv) are collectively, the "Mini-Circuits Property"). Purchaser, as a special inducement to MCE, agrees not to directly or indirectly copy or reproduce any Mini-Circuits Property, and further agrees that it will not disassemble, decompile or reverse engineer the Parts or otherwise misappropriate or utilize the Mini-Circuits Property. The Mini-Circuits Property shall be kept confidential by Purchaser and Purchaser shall not disclose same to any third party, nor shall same be used by Purchaser for any purpose other than to assist MCE in supplying the Parts. All Mini-Circuits Property and tooling supplied or purchased by MCE or Mini-Circuits shall be and remain the exclusive property of Mini-Circuits and/or Mini-Circuit's affiliates (as applicable), and such property shall be delivered to MCE at MCE's request. With respect to designs owned by Purchaser, such ownership shall be exclusive of Mini-Circuit's unique designs, technologies and internal components utilized in meeting Purchaser's designs. All improvements to Mini-Circuits Property and the Parts and the related Intellectual Property shall remain the exclusive property of Mini-Circuits (and/or its affiliates as applicable) irrespective of whether the improvements were suggested or made by or on behalf of Purchaser or any other Person. For purposes hereof, the term "Mini-Circuits Process Technology" means the Intellectual Property associated with the underlying materials, manufacturing, fabrication, assembly and testing of Parts. The term "Intellectual Property" means intellectual property and proprietary rights of any kind or nature including, without limitation, know-how, designs, technical drawings and documents, specifications, processes, developments, improvements, confidential or proprietary information, trade secrets, inventions, patents, trademarks and copyrights.

(b) Purchaser hereby acknowledges the validity of the Mini-Circuits Property including, without limitation, patents and patent applications presently pending. Purchaser hereby agrees that it will not directly or indirectly infringe the Mini-Circuits Property or contest or challenge the validity of the Mini-Circuits Property in any way.

(a) Notwithstanding any provision herein to the contrary, MCE shall not be liable or responsible for any delay in or failure of delivery of the Parts by reason of force majeure, including, but not limited to, Mini-Circuit's inability to obtain raw materials from suppliers or to obtain same on a timely basis, or as a result of interruption of transportation, delays in delivery, governmental regulation, labor disputes, strikes, war, fire, flood, accidents, acts of God, civil disturbance, quota restrictions or any other cause beyond MCE's or Mini-Circuit's control, whether or not such cause be of the same class or kind as those enumerated above, such enumeration being expressly understood to be in addition to other causes or classes of causes beyond MCE's or Mini-Circuit's control. In the event of the occurrence of any such causes, MCE shall have the right to allocate production and deliveries among its customers in such proportions as it deems appropriate, in its sole and absolute discretion.

(b) In the event MCE is unable to make timely delivery of all or a portion of the Parts, by reason of any events or occurrences referred to in this section 4, Purchaser must accept delivery of the Parts whenever MCE is able to make such delivery regardless of the duration of the delay in delivery of the Parts, or MCE may, in its sole and absolute discretion, cancel the undelivered portion of the Order in question without liability.

(a) MCE makes no representations or warranties as to whether Parts are free from claims of third parties regarding infringement or the like, and same are hereby waived.

(b) In the event Parts are manufactured in accordance with Data supplied by Purchaser or derived from Mini-Circuit's Data but modified to meet Purchaser's particular requirements or instructions, Purchaser shall indemnify, defend and hold MCE and Mini-Circuits and its affiliates, suppliers, and subcontractors harmless from and against any and all liabilities, damages, losses, claims, actions, proceedings, and expenses, including, without limitation, reasonable legal fees (collectively, "Damages") of whatsoever kind and nature, imposed upon, incurred by, asserted, threatened or awarded against MCE directly or indirectly arising out of, relating to or resulting from (i) the infringement of any foreign or domestic Intellectual Property right, or (ii) the manufacture, sale or distribution of such Parts. Any and all amounts due for indemnity shall be paid as Damages are incurred, and in any event, within ten (10) days after written demand therefor.

(a) Shipping dates specified in an Order are approximate and are based upon prompt receipt of all necessary documentation and information. Unless another mercantile symbol is utilized on the face of the applicable invoice, Parts shall be delivered "ex works MCE's applicable plant"; as designated on the face thereof, and in each instance MCE is authorized to ship goods by carrier. Unless otherwise indicated, the foregoing mercantile symbol shall have the meaning ascribed to them under the International Commercial Terms - 2020. Payment shall be due within thirty (30) days after the later of (i) the date of shipment of the Parts in question (however, if shipment is delayed by Purchaser, payment will be due thirty (30) days after the issuance of the applicable invoice by MCE), or (ii) the date MCE issues an invoice therefor. At MCE's option, MCE may, for any reason, suspend the credit term specified above for any delivery and may demand cash payment on delivery or impose other payment terms including, without limitation, pre-payments. Notwithstanding anything to the contrary contained herein, MCE reserves the right, under any circumstances, to delay deliveries indefinitely and to allocate production and deliveries of Parts among MCE's various customers in MCE's sole discretion, or, if applicable, in accordance with the U.S. Defense Priority and Allocation Systems Regulations (15 CFR Part 700), and MCE shall have no liability therefor. Such allocation may or may not be on a pro-rata basis and may be such that no allocation is made to Purchaser.

(b) Unless otherwise specified by these Standard Terms or on the face of the applicable invoice, delivery shall occur and risk of loss of the Parts shall pass to Purchaser upon delivery of Parts, at MCE's applicable plant, to a carrier or the truck of MCE or Purchaser, as the case may be. Further, for purposes of these Standard Terms and the applicable invoice, "shipment" shall also be deemed to occur upon such delivery. Transportation of such parts shall be at Purchaser's sole risk and expense. In the event Purchaser breaches any provision hereof or otherwise repudiates its obligations hereunder, the risk of loss of identified Parts at MCE's plant shall immediately pass to Purchaser.

(c) MCE shall have the right to deliver the entire Order at one time or in portions from time to time within the time of delivery specified in sections 4 and 8. Payment for partial shipments shall be due thirty (30) days after the later of (i) the date of such partial shipment (however, if such partial shipment is delayed by Purchaser, payment will be due thirty (30) days after the issuance of the applicable invoice by MCE), or (ii) the date MCE issues an invoice therefor. The price for partial shipments will be pro-rated as determined by MCE and reflected on its invoice. Any delivery or portion thereof not made in accordance with the Standard Terms shall not effect any fulfilled Parts thereof, nor entitle Purchaser to reject subsequent deliveries, nor entitle Purchaser to off-set any invoices of MCE. Without MCE's prior written consent (which may be withheld for any reason), orders and releases for Parts may not be rescheduled or cancelled by Purchaser and the Parts are not returnable, except that Purchaser may return defective Parts pursuant to MCE's RMA policy as specified in section 2. Accordingly, Purchaser shall not have the right to accelerate, postpone, reschedule, cancel or otherwise modify the delivery dates and related shipment of Parts specified by MCE on the applicable invoice or in the Order or purchase order acknowledgment, as applicable (other than as provided in section 8). If Purchaser attempts to do so, it will be deemed to have repudiated this contract.

(d) In the event Purchaser cancels orders or releases any of the Parts which are the subject of an applicable Order or purchase order acknowledgment, Purchaser shall pay MCE's then applicable cancellation fee as specified by MCE from time to time.

(e) Due to fluctuations in inventory levels, RoHS compliant Parts may be substituted for Standard non-RoHS compliant Parts, unless MCE receives a written instruction from Purchaser to the contrary. Parts that are RoHS compliant are clearly marked with a "+" suffix following the base model number of the Part in question. Purchaser hereby acknowledges and confirms that the designation by MCE of a Part being RoHS compliant is based on and subject to the methodologies, assumptions and qualifications specified on Mini-Circuit's website. To visit, please go to www.minicircuits.com and click on "RoHS/Reach" under the "Quality" header.

Except as otherwise specified on the Order, the purchase price for the Parts shall be the list price for such parts as reflected on the Order, and if not so stated, then as otherwise reflected on MCE's price list at the time of shipment. In addition to the purchase price, Purchaser shall be responsible for and shall pay for any and all transportation costs, insurance expenses and all applicable national, regional and local sales, use, property, excise, value added tax and other taxes, duties or governmental charges imposed on or with respect to the Parts, except taxes levied on MCE's net income. In the event of new taxes or increased rates which are applicable to the transactions contemplated hereby, the applicable Order shall be subsequently adjusted if necessary and Purchaser shall immediately pay any difference. Notwithstanding any prices specified on the face of the applicable invoice, MCE reserves the right to charge prices prevailing at the time of shipment for parts scheduled to be shipped on an Order more than six (6) months from the order entry date on MCE's records.

(a) Except as otherwise provided in sections 2(c) and 4, Purchaser is entitled to cancel only that portion of any order which is excessively delayed, it being understood that time is not of the essence. Upon such cancellation, Purchaser shall only be entitled to a credit of the purchase price paid to MCE for the portion of the order which has been canceled by Purchaser as a result of such excessive delay. Such remedy shall be Purchaser's sole and exclusive remedy with respect to late deliveries, and is expressly made in substitution of all other rights and remedies otherwise provided under applicable law. However, if this remedy is deemed to fail of its essential purpose, section 2(b) shall apply in the alternative. Purchaser acknowledges and agrees that MCE shall not be liable or responsible for any resulting back-charges incurred by Purchaser on account of any such delays.

(b) To invoke such cancellation, Purchaser must give MCE ten (10) days prior written notice thereof provided, however, that (i) the Parts are not specially manufactured, or (ii) MCE has not caused the Parts to be manufactured or shipped the Parts in the interim. In the event the Parts are specially manufactured, Purchaser may invoke such cancellation, provided, however, that MCE has not commenced manufacturing, or made commitments for the procurement of the Parts or underlying raw materials.

No action or proceeding at law, in equity or otherwise shall be commenced by Purchaser against MCE for MCE's alleged breach of warranty (express or implied) under these Standard Terms or otherwise, failure to deliver conforming Parts or other breach of any obligation or duty owed by MCE (including without limitation by negligent acts or omissions) hereunder or under applicable law, unless: (i) Purchaser notifies MCE in writing at the address specified in these Standard Terms within thirty (30) days from the date of such alleged breach or failure to deliver conforming Parts, provided MCE does not remedy or correct the breach or non-conformity within sixty (60) days from the receipt of the notice; and (ii) such action or proceeding is commenced by Purchaser within twelve (12) months from the date the breach or non-conformity occurs for any action whether in contract, negligence or strict products liability, other than breach of warranty, regardless of the Purchaser's lack of knowledge or, in the event of breach of warranty, within twelve (12) months from the date the breach occurs or from the expiration of the Warranty Period, or applicable statute of limitations period, whichever occurs first. Notwithstanding the foregoing, nothing contained in this section 9 shall be construed to abridge or limit the express warranty contained in section 1(a) hereof.

If Purchaser places any orders for Parts in connection with or under a U.K. Government contract or sub-contract, then, no U.K. Public Contracts Regulation 2006, as amended, U.K. Public Supply Contracts Regulations 1995, as amended, and other rules, regulations, laws, and requirements of the United Kingdom or the U.K. Ministry of Defence relating to government contracting or supply (collectively, the "U.K. Government Contract Law") shall be incorporated herein by reference, and same are hereby rejected and excluded, and/or waived by Purchaser, except MCE agrees to adhere to mandatory clauses of the U.K. Government Contract Law that cannot be waived to the extent MCE is required to do so under applicable laws. However, to the extent Purchaser is the United Kingdom Government or one of its agencies, then, to the extent of a conflict between these Standard Terms and any applicable U.K. Government Contract Law that cannot be rejected by MCE or waived by Purchaser, such U.K. Government Contract Law shall control and the Standard Terms shall be modified as provided in section 18(m).

(a) The occurrence of one or more of the following events shall constitute an "Event of Default": (i) Purchaser's breach or failure to perform any of its obligations hereunder, or under any Orders or under any other orders or agreements with MCE or its affiliates (collectively, "Other Orders"); (ii) Purchaser's breach or misrepresentation of any representation or warranty made by Purchaser hereunder or under any Other Order; (iii) Purchaser makes a general assignment for the benefit of creditors or admits in writing an inability to pay its debts as they mature or takes advantage of, or files under any insolvency statute or law, including, without limitation, the U.K. Insolvency Act 1986, as amended, or consents to the institution of proceedings or the filing of any petition thereunder, or any preceding is filed or commenced against Purchaser under any insolvency statute or law which is not stayed and dismissed promptly, or any substantial part of the properties of Purchaser are placed in the control of a receiver, custodian, trustee or similar official, or Purchaser consents to the appointment thereof; (iv) prohibition of MCE or its affiliates by any cease and desist order, injunction, or other valid order, decree, process of law, or restraint from shipping, selling, exporting or distributing any Parts pursuant to the terms hereof; (v) imposition of Damages by MCE under section 5(b), as reasonably determined by MCE; or (vi) determination by MCE, in its sole and absolute discretion, that the prospect of payment, or Purchaser's financial condition, has been impaired or Purchaser may be insolvent pursuant to the U.K. Insolvency Act 1986, as amended.

(b) Upon the occurrence of an Event of Default, MCE shall have the sole and absolute right to cancel all or any portion of the Parts ordered pursuant hereto and/or under any Order or Other Orders. MCE shall exercise such right by giving written notice of its intention to do so to Purchaser. MCE shall not be liable to Purchaser on account of exercising such cancellation right.

(a) The parties acknowledge and agree that the Standard Terms, the Orders or any of the transactions contemplated hereby and thereby shall be a contract made in the United Kingdom. All questions pertaining to the validity, construction, execution and performance of these Standard Terms, the Orders and the transactions contemplated hereby and thereby shall be construed and governed in accordance with the laws of England and Wales (including, without limitation, the SGA), without giving effect to principles of (i) comity of nations or (ii) conflicts of law, and these Standard Terms, the Orders and the transactions contemplated hereby and thereby shall not be governed by the provisions of the U.N. Convention on Contracts for the International Sale of Goods.

(b) (i) Any controversy or claim arising out of or relating to these Standard Terms, the Orders or any of the transactions contemplated hereby and thereby, including but not limited to claims for breach hereof or claims seeking to enforce any rights under these Standard Terms or the Order, shall be settled by arbitration in accordance with the U.K. Arbitration Act 1996, as amended and administered exclusively by the International Chamber of Commerce in accordance with its Rules of Arbitration, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

(ii) The arbitration proceedings shall be conducted before a panel of three (3) neutral arbitrators in the English language. The place of the arbitration shall be in London, England. Any award in an arbitration initiated hereunder shall be in accordance with the laws of England and Wales, as more particularly specified above. The successful party will be entitled to be awarded all costs, including reasonable attorney's fees, paid or incurred by such prevailing party during the course of the arbitration proceedings.

(iii) In any arbitration initiated under these Standard Terms, the arbitrators will have no authority to award (A) injunctive or other equitable relief, or (B) consequential, exemplary, incidental, indirect or special damages, lost profits or punitive or other damages not measured by the prevailing party's actual direct damages, except as may be required by statute and then only to the extent such requirement cannot, as a matter of law, be waived. Any award shall include no injunction or direction to any party other than the direction to pay damages in accordance with the provisions hereof.

(iv) Except as required by law, neither party nor any arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of Purchaser and MCE.

(v) If either party fails to proceed with arbitration as provided herein or unsuccessfully seeks to stay such arbitration, or fails to comply with any arbitration award, or is unsuccessful in vacating or modifying the award pursuant to a petition or application for judicial review, the other party shall be entitled to be awarded costs, including reasonable attorneys' fees, paid or incurred by such other party in successfully compelling such arbitration or defending against the attempt to stay, vacate or modify such arbitration award and/or successfully defending or enforcing the award. An arbitrator's award shall be a condition precedent to the enforcement of rights under these Standard Terms. The parties hereby acknowledge and confirm that the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards shall apply.

(c) To the extent that arbitration is unavailable by operation of law or otherwise, any action commenced in connection with these Standard Terms, the Orders or any of the transactions contemplated hereby and thereby shall be subject to the exclusive jurisdiction of the courts of England, located in the county of Surrey, and to the extent not otherwise subject to the jurisdiction of such courts, Purchaser agrees to waive any objection to such jurisdiction and to subject itself to the jurisdiction of such courts. Both MCE and Purchaser further agree that service of process for any such action or proceeding shall be made by either an international courier service that regularly maintains records of its pick-ups and deliveries or by certified mail, return receipt requested, addressed to the parties at their respective addresses. In addition, a party may at its option, elect to use any other method of service of process authorized by applicable law.

All of MCE's rights and remedies hereunder shall be cumulative and not exclusive and shall be in addition to all other rights and remedies available under applicable law. Failure by MCE to exercise any right, remedy or option hereunder or under applicable law, or delay in exercising same, will not operate as a waiver, it being understood that no waiver by MCE will be effective unless it is in writing and signed by MCE, and then only to the extent specifically stated.

(a) Products Eligible for a Refund. Only the Parts consisting of portable test and measurement equipment explicitly designated on the Order as being subject to a 30-day money back guarantee (the "Eligible Goods") are eligible for the refund contained in this section 14(a), which is only available to Purchaser and only during the 30-day Evaluation Period (the "30-day Guarantee"). If such Parts are not (i) portable test and measurement equipment or (ii) explicitly designated on the Order as being subject to a 30-day money back guarantee, then those Parts are not eligible for the 30-day Guarantee and do not constitute Eligible Goods. For purposes hereof, the term "Evaluation Period" means the period beginning on delivery of the Eligible Goods to the shipping point and ending on the thirtieth day thereafter.

Subject to the provisions of section 14, if for any reason Purchaser is not satisfied with Eligible Goods, we will issue Purchaser a refund of the purchase price (less shipping charges) of the Eligible Goods Purchaser wishes to return, provided: (i) Purchaser provides Effective Notice and an Effective Return of the Eligible Goods within the Evaluation Period, and (ii) the Eligible Goods are not subject to any Ineligibility Events. Notwithstanding anything to the contrary contained herein, this 30-day Guarantee is not, nor is it intended to be, a warranty of kind with respect to the Eligible Goods, but rather is a guarantee to refund the purchase price for Eligible Goods returned in accordance with this section 14.

(b) Products that are Not Eligible for a Refund. Purchaser shall not be eligible for the 30-day Guarantee for any Eligible Goods that have been subject to or affected by any of the following (collectively "Ineligibility Events"): (i) use by someone other than Purchaser; (ii) use for a commercial or production purpose, or for any purpose other than for evaluation of the Eligible Goods; (iii) accident, negligence, alteration, abuse, tampering, misuse, improper storage (including, without limitation, exposure to weather), improper maintenance, improper removal, improper installation or the like; (iv) use with incompatible components or in inappropriate environments; (v) use outside of stated absolute maximum ratings, or applicable service, pressure, temperature, frequency or other ranges or applications for which they were manufactured, as specified by Mini-Circuits; (vi) unreasonable use or improper operation of Eligible Goods, use of Eligible Goods beyond normal fashion, failure to follow instructions, failure to maintain Eligible Goods in good condition and repair, or the like; or (vii) Eligible Goods showing signs of wear and tear (as determined by MCE). The determination of whether an Ineligibility Event has occurred will be made by MCE in MCE's discretion, which determination shall be conclusive and binding.

(c) Obtain an RMA Authorizing the Return of Eligible Parts . In order to return an item, you must obtain an RMA from MCE. RMAs for a refund for Eligible Goods may only be obtained by emailing us at pte_return@minicircuits.com. We must receive an email from you within the Evaluation Period that contains the following information so that we may process your return ("Effective Notice") and issue you an RMA:

• Full name and address (no PO boxes)
• Phone number
• Email address
• Packing Slip
• Original order confirmation number
• Reason for returning the merchandise

Any request for an RMA that is in an unintelligible or garbled form (as determined by MCE) shall be deemed defective and not Effective Notice.

(d) How to Return a Product for a Refund. After Purchaser has received an RMA, Purchaser shall deliver the specified Eligible Goods to MCE. Eligible Goods must be received by MCE in accordance with the following (collectively constituting an "Effective Return"): (i) returned in the original, undamaged condition, accompanied with the RMA and the original undamaged packaging, documentation, enclosures, and software (if any) ; (ii) delivered to the applicable plant designated by MCE, all in accordance with and as stated in the RMA, free of all liens and encumbrances; and (iii) to the extent that any Eligible Good returned to MCE is accompanied by software, Purchaser must uninstall the software from any computers and storage devices and delete any backup copies prior to returning the Eligible Good to MCE. Any shipping costs incurred to return Eligible Goods will be the responsibility of Purchaser and MCE will have no liability therefor. Purchaser shall bear the risk of loss of all such Eligible Goods returned to MCE pursuant to the 30-day Guarantee.

(e) Acceptance. Notwithstanding anything to the contrary contained in these Standard Terms, for purposes of the 30-day Guarantee, Purchaser's acceptance of Eligible Goods shall be deemed to have occurred upon delivery by MCE of such goods to the applicable shipping point at which time title and risk of loss shall transfer to the Purchaser. Purchaser will have the right to return Eligible Goods after acceptance, pursuant and subject to the provisions of section 14.

(a) This section 15 shall only apply to a consumer located in the European Economic Area who meets the following two requirements: (i) the person is a natural person, and (ii) the person is acting outside his or her trade, business, craft, or profession (a “Consumer”).

(b) Withdrawal Period. Consumers have the right to withdraw from the Order within 14 days without giving any reason. The withdrawal period will expire 14 days from the date on which the Consumer acquires, or a third party other than the carrier and indicated by the Consumer acquires, physical possession of the last shipment of goods under the Order. To meet the withdrawal deadline, it is sufficient for the Consumer to send the notice of withdrawal before the withdrawal period has expired.

(c) Notice of Withdrawal. In order to exercise this right to withdraw under this section 15, the Consumer must send MCE notice by mail to the address indicated in section 18(h) (Notices). Such notice must include the following information to be eligible for a return:

• Full name and address (no PO boxes)
• Phone number
• Email address
• Packing Slip
• Original order confirmation number
• Reason for returning the merchandise
• Full name and address (no PO boxes)
• Statement that Consumer is exercising its right to withdraw from the referenced Order and indicate whether you wish to withdraw from the entire Order or only a portion of the Order. If only returning a portion of the Order, indicate which Parts.

(d) Effect of Withdrawal. If the Consumer withdraws from the Order in accordance with the terms of this section 15, MCE will reimburse the price paid to MCE for the applicable Parts under the Order (including shipping costs, unless the Consumer opted for a type of delivery other than the least expensive option offered by MCE), without undue delay and in any event not later than 14 days from the earlier of either the date on which MCE receives the applicable Parts, or the date MCE receives evidence from the Consumer that the applicable Parts are in transit to MCE. MCE will carry out such reimbursement using the same means of payment used by the Consumer for the initial transaction, unless the Consumer has expressly agreed otherwise; in any event, this will not generate any additional charges.

(e) How to Return. The Consumer must return the applicable Parts by mail to MCE at the address indicated in section 18(h) (Notices), without undue delay, and in any event, not later than 14 days from the date on which the Consumer provides the notices of withdrawal to MCE in accordance with this section 15. This deadline will be met if the Consumer ships the applicable Parts to MCE before such 14-day period has expired. If the Consumer is returning the applicable Parts in a separate mailing from the notice of withdrawal referenced in section 15(c), the return package containing the applicable Parts must include a copy of such notice of withdrawal.

(f) Cost of Return. You will bear the cost of returning the applicable Parts to MCE under this section 15.

(g) Consumer’s Liability. The Consumer is only liable for any diminished value of the returned Parts resulting from handling and use of the Parts other than what is necessary to establish the nature, characteristics and functioning of the Parts.

(h) Return Conditions and Exceptions. Notwithstanding the foregoing provisions of this section 15, the Consumer will have no right to withdraw from the Order unless: (i) the Parts are returned in the original, undamaged condition, accompanied with the original undamaged packaging, documentation, enclosures, and software (if any); (ii) to the extent that any Parts returned to MCE are accompanied by software, the Consumer must uninstall the software from any computers and storage devices and delete any backup copies prior to returning the Parts to MCE; and (iii) the Parts were not specially made to the Consumer’s specifications.

Purchaser does not have the right to perform any tests, source inspections, audits, surveillances or other inspections (collectively, "Inspections") at any of MCE's plants or the plants of MCE's affiliates, suppliers or subcontractors. The performance of any Inspections will be at MCE's sole discretion and only (i) pursuant to MCE's prior written instructions, (ii) in accordance with MCE's applicable policies, and (iii) provided that Purchaser and any of its agents or representatives that would be performing such Inspection execute MCE's standard non-disclosure agreement, and that any such Inspection does not interfere with the business or operations of MCE.

Purchaser acknowledges that it will be incorporating the Parts into Purchaser's own products and reselling such products under Purchaser's own brand, and may ultimately import such products into a member state of the European Union. In that regard, Purchaser acknowledges that it is a Producer (as defined under WEEE) and hereby assumes any and all related obligations, duties, and responsibilities under WEEE with respect to such Parts, and none of MCE, Mini-Circuits or its affiliates will have any liability whatsoever on account thereof. For purposes hereof, the term "WEEE" means the EU Directive 2012/19/EU on Waste Electrical and Electronic Equipment, as amended, and any applicable national implementing legislation.

(a)Integration. . These Standard Terms and the applicable Orders are intended by the parties to be a final, complete and exclusive statement of their agreement with respect to the subject matter contained herein and therein. All prior or contemporaneous oral or written statements, agreements, promises, or understandings are hereby excluded and are superseded. It is expressly agreed that no course of performance, course of dealing or usage of trade shall be relevant or admissible to contradict, supplement or explain, or modify any express provisions of these Standard Terms or the applicable Orders. Furthermore, it is expressly agreed that a party's acceptance of or acquiescence in a course of performance under these Standard Terms shall not be admissible to modify, waive, supplement or explain the terms hereof, even if that party is aware of a course of performance and has an opportunity to object to it.

(b) Assignability. These Standard Terms and the applicable Orders shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Purchaser shall not have the right to assign any of its rights or benefits hereunder or under any applicable Order, nor delegate any of its obligations or duties hereunder or under any applicable Order without the prior written consent of MCE. Any assignment in contravention of this provision shall be null and void, and of no legal force or effect.

(c) Modification or Amendment. Neither these Standard Terms nor the Order may be modified or amended except by an instrument in writing signed by the party or parties against whom enforcement is sought.

(d) Third Party Beneficiaries. Purchaser and MCE agree that MCE's affiliates are intended third party beneficiaries under these Standard Terms and the MCE affiliates are entitled to rely upon all rights, representations, warranties, waivers, releases, and covenants made by Purchaser pursuant to these Standard Terms and MCE's affiliates shall have the right to enforce these Standard Terms against Purchaser, except that no party hereto shall have any rights or claims against MCE's affiliates by virtue of this section 18(d) or the use by Purchaser of the Mini-Circuits website.

(e) Export Control. The Parts, technology, and Software (as defined in section 18(f)) will be exported or re-exported from the United States in accordance with the U.S. Export Administration Regulations and/or from the United Kingdom in accordance with the U.K. Export Control Act 2002, as amended, and applicable laws and regulations. Diversion contrary to U.S. and U.K. laws is prohibited. Purchaser represents, warrants and covenants that Parts and Specifications will not be exported, re-exported or released: (i) to any of the following countries or a national thereof: Cuba, Iran, North Korea, Syria or any country specified in Country Groups D:1 or E (as specified in the then current Supplement No. 1 to Part 740 of the U.S. Export Administration Regulations), (ii) to any country specified in Schedule 4, Part 1 and Part 2 of the Export Control Order 2008 promulgated under the U.K. Export Control Act of 2002, (iii) to any Person specified in the then current U.S. Treasury Department Specially Designated Nationals and Blocked Persons List available at the U.S. Department of Treasury website (www.treasury.gov), (iv) to any Person on the then current Unverified List available at the Bureau of Industry and Security website (www.bis.doc.gov), (v) to any Person on the then current Denied Persons List also available at the Bureau of Industry and Security website, (vi) to any Person as specified in Entity List Supplement No. 4 to Part 744 of the U.S. Export Administration Regulations, (vii) to any Person on the then current U.K. Strategic Export Control Lists made available at the Department for Business Innovation and Skills website (www.bis.gov.uk), or (viii) in any manner, to any Person, entity or country, or for any use, except in compliance with, and with all licenses, license exceptions and approvals required under all applicable U.S., European, U.K. and foreign laws, rules, restrictions and regulations, including, without limitation, the U.S. Export Administration Regulations, the Arms Export Control Act, the International Traffic In Arms Regulations, and the U.K. Export Control Act of 2002. This provision shall also apply to direct products of such Specifications. Purchaser acknowledges that the Parts will not be used in the design, development, production or use of nuclear, chemical or biological weapons or ballistic missiles or in a facility engaged in such activities or for any defense or military use (collectively, "Weapons Uses"). In the event that the intended end use of any of the Parts falls within any of the Weapons Uses, Purchaser shall immediately notify MCE thereof in writing.

(f) Notice of Software License.In the event Parts contain Software (as defined below) or Software is supplied to Purchaser in connection with the purchase of Parts hereunder, the Software shall be subject to and used in accordance with Mini-Circuit's then applicable agreement addressing, among other things, the license to use the Software (the "MC License Agreement"). In the event there is any conflict between any of the provisions of these Standard Terms and any of the provisions of the License Agreement, the provisions which are more favorable to MCE, as determined by MCE, shall govern and control. For the purposes of these Standard Terms, the term "Software" shall mean all software programs, drivers, dynamic-link libraries, and computer files, including without limitation, any additions, corrections, updates, modifications, upgrades, or releases thereto and any content contained in any of the foregoing made available or provided to Purchaser in connection with Parts.

(g) Substantial Impairment.It is acknowledged that a breach by Purchaser of any provision of these Standard Terms will constitute a substantial impairment to MCE of the value of the Order, Other Orders, and these Standard Terms permitting MCE to, among other things, suspend performance.

(h) Notices. All notices permitted, required or provided for by these Standard Terms shall be made in writing, and shall be deemed adequately delivered if delivered by hand or by the mailing of the notice in the U.S. mail, pre-paid certified or registered mail, return receipt requested, or by an international courier service that regularly maintains records of its pick-ups and deliveries, if to MCE, at the following address:

• Dale Electronics Ltd.
• d/b/a Mini-Circuits Europe
• Wharf Road, Frimley Green, Camberley
• Surrey, England GU16 6LF
• Attention: Sales Supervisor

and if to Purchaser, at the email address used by Purchaser to submit an Order or at the shipment address for Parts on file with MCE. Mailed notices shall be deemed given when mailed and notices sent by courier shall be deemed given when delivered to the courier service. Both mailed and courier service notices shall be deemed received three (3) days after mailing such notice or delivering it to the courier service, as the case may be.

(i) . In the event Mini-Circuits makes changes to a Part, or related Specifications, materials or processes used to fabricate a Part, Mini-Circuits shall have the right to do so. To the extent any such change adversely affects: (i) Fit; or (ii) Mini-Circuit's published performance specification sheet limits and causes a fundamental change in a characteristic curve of a predominant parameter for the Part in question, MCE will provide an applicable notice to Purchaser of such change in accordance with MCE's then applicable product change notification process. For purposes hereof, the term "Fit" means the external dimensions of a Part as specified by Mini-Circuits.