WE GLADLY ACCEPT YOUR OFFER, BUT THIS ACCEPTANCE IS EXPRESSLY MADE CONDITIONAL ON ASSENT TO OUR ADDITIONAL AND DIFFERENT TERMS AND CONDITIONS.

The following are the terms and conditions (“Terms and Conditions”) for the sale of products (“Products”) by MAGS Digital Controls, Inc. (“MAGS”) to MAGS’s customers (“Customers).

ORDERS. Orders will be initiated by Customer issuing a purchase order (“order”) to MAGS. Purchase Orders will identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders are subject to MAGS’s acceptance and to these Terms and Conditions. Customer may, without charge, cancel an order for standard Products provided such order is scheduled for shipment by MAGS more than sixty (60) days after MAGS receives written notice of cancellation from Customer. Customer requests to cancel an order for standard Products scheduled for shipment by MAGS within sixty (60) days after MAGS receives written notice of cancellation may be accepted by MAGS in its sole discretion, which acceptance may be subject to Customer’s accepting a charge determined in writing by MAGS. Customer requests to reschedule are subject to acceptance by MAGS in its sole discretion. Orders may not be canceled or rescheduled after delivery by MAGS to the carrier. Customer may not cancel orders for non-standard Products. Non-standard products include, without limitation, Products which are special orders, custom orders, orders for non-standard products, products which do not appear in the catalog, products not customarily in stock, orders for value-added products, products to be assembled in kit form and products identified as “NCNR” or otherwise non-cancelable and non-returnable. Product specifications and availability are subject to change without prior notice. MAGS reserves the right to limit quantities.

PRICES. Orders are billed at the prices (in US dollars) in effect at the time of shipment. The catalog reflects the latest pricing information available at the time of printing. Prices shown in the catalog are subject to change without notice. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices for any rescheduled deliveries may be increased by MAGS in the event of an increase in MAGS’s prices or costs or causes beyond MAGS’s reasonable control.

TERMS OF PAYMENT. Orders are subject to credit approval by MAGS, which may in its sole discretion at any time change the terms of Customer's credit or require advance payment or payment by official bank check. If MAGS reasonably believes that Customer's ability to make payments is impaired, MAGS may cancel any order or remaining balance thereof, and Customer will remain liable to pay MAGS for Products already shipped. Customer will submit such financial information as MAGS may reasonably require for determination of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by MAGS against any obligation owing by Customer to MAGS under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to MAGS. The acceptance by MAGS of such check will not constitute a waiver of MAGS's right to pursue the collection of any remaining balance. Customer will pay the entire net amount of each invoice from MAGS pursuant to the terms of such invoice without offset or deduction. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, MAGS may pursue any legal or equitable remedies, in which event MAGS will be entitled to reimbursement for costs of collection and reasonable attorneys' fees. COD order minimum is $50.00. C.O.D. orders totaling $500.00 or more must be paid with certified funds (certified check, money order or cashier’s check). Most carriers will not accept cash and require payment by check of some form regardless of the total. There is a $25.00 service charge on all returned checks. Credit cards accepted are MasterCard and Visa.

SALES TAX. MAGS is required by law to collect all Federal, State and Local sale, use, excise and similar taxes that apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Products subject to an order. Since laws vary from state to state, please remit the correct tax for your area. If you are exempt from tax, an original signed tax exemption certificate must be sent to MAGS. Without a valid signed tax exemption certificate on file at MAGS, all applicable taxes will be charged to the Customer.

DELIVERY AND TITLE. MAGS will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by MAGS are estimates only and that MAGS will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by MAGS unless specifically designated by Customer. All shipments by MAGS are F.O.B. point of shipment from MAGS’s facility and the amount of all transportation charges shall be paid to MAGS by the Customer in addition to the purchase price of the Products. Subject to MAGS's right of stoppage in transit, delivery to a carrier will constitute delivery to Customer, and risk of loss will thereupon pass to Customer; however, title shall remain in MAGS until payment in full for the Products by Customer. Products invoiced and held by MAGS at Customer’s request will be held at Customer's risk and expense. Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Thereafter, delivery will be timely unless prior to shipment MAGS has received written notice of cancellation valid under Section 1. Delivery of a quantity which does not vary by more than ten percent (10%) from the quantity specified therefore will constitute full performance of such delivery. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). APO and FPO Shipments will be routed Parcel Post Insured, with a maximum size of 130 inches (length plus girth) and a maximum weight of 70 pounds. For faster delivery, specify Priority or Express Mail. Common Carrier Truck. Large items, heavy loads and special handling can be shipped economically via common carrier truck. Any shipment weighing less than 100 pounds will be charged at the minimum 100-pound rate as specified by truck carriers. Air Freight. including same-day, counter-to-counter, door-to-door, next day, 2nd day and 3rd day methods are available at the Customer’s expense.

DATA ERRORS AND OMISSIONS. MAGS makes every effort to ensure the accuracy of the information published in our catalogs and on our Internet site. The documents and graphics published may contain technical inaccuracies or typographical errors. MAGS makes no representations about the information and graphics presented. All such documents and graphics are provided “as-is” without warranty of any kind.

PRODUCT RETURNS. Customer is deemed to have accepted the Products unless written notice of rejection is received by MAGS within thirty (30) days after delivery. Customer waives any right to reject or revoke acceptance thereafter. Authorization to return Products must be obtained from MAGS, which authorization may be granted by MAGS in its sole discretion. If granted, MAGS will issue Customer a return material authorization number (RMA No.). No return of Products will be accepted without an RMA number. Returned Products must be in original shipping cartons and must be complete with all packing materials and in re-sellable condition. Return freight charges must be prepaid by Customer and, as MAGS is not responsible for returned Products lost in transit, MAGS strongly suggests the Customer insures their package. If returned Products are claimed to be defective, a complete written description of the nature of the defect must accompany all returned Products. Product returned due to Customer error may be subject to a restocking fee. All items not eligible for return will be returned to Customer, transportation collect. Non-standard Products may not be returned. Products returned due to Customer error may be subject to a restocking fee.

SHIPMENT DAMAGE. Product shipped from MAGS’s distribution center is carefully packed in compliance with  carrier requirements. Claims for loss or damage in transit must be made with the carrier by Customer. All shipments should be fully unpacked and inspected immediately upon receipt. It is important to keep the shipping carton, packing material and parts intact for inspection by the carrier’s agent. Visible Loss or Damage. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this will result in the carrier refusing to honor the claim. For your protection our billing includes insurance for damage or loss in transit. Concealed Loss or Damage. If damage is not discovered until the shipment is unpacked, make a request for inspection by the carrier’s agent and file a claim with the carrier.

LIMITATIONS OF USE. Products are intended for commercial use only. Products sold by MAGS are not recommended or authorized for use in life support, surgical implantation or nuclear applications. MAGS's Customers using or selling Products for use in surgical implantation or nuclear applications do so at their own risk, agree that MAGS and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use, and agree to fully indemnify, defend and hold harmless MAGS and the manufacturer of the Products from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with the use or performance of Products in surgical implantation or nuclear applications.

STATEMENTS AND ADVICE. If statements or advice, technical or otherwise, is offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge and MAGS will have no responsibilities or liabilities whatsoever for the content or use of such statements or advice.

SOFTWARE. If an order includes computer software, such computer software is transferred by MAGS to Customer pursuant to a single user license, the royalty, terms and conditions of which are set forth on or in the packaging accompanying such software. Unopened software maybe returned for credit. Opened software may not be returned unless defective or with prior return authorization from MAGS.

FORCE MAJEURE. MAGS will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. MAGS’s time for delivery or performance will be extended by the period of such delay or MAGS may, at its option, cancel any order or remaining part thereof without liability by giving notice to Customer.

GENERAL. The Terms and Conditions may not be modified or canceled without MAGS’s written agreement. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party effecting the purchase and/or sale of Products. No rights, duties, agreements or obligations hereunder may be assigned or transferred by Customer without the prior written consent of MAGS. The obligations, rights, terms and conditions hereof will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof will 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 or nature. 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 unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States. Customer will not directly or indirectly export, re-export, sell or transfer any Product to any country for which an export license or other governmental approval is required without first obtaining all licenses and other approvals. MAGS hereby disclaims any interest in the trademarks, trade names, service marks, logos, copyrights, patents, domain names and other intellectual property of third parties.