The Terms and Conditions of Sale and Software license (collectively “Agreement”) contained herein constitute the entire agreement between MPB Communications Inc, including its subsidiaries, (collectively “MPBC”) and you (“Customer”). MPBC will not be bound by any terms of Customer’s order. No form of acceptance except MPBC’s written acknowledgment sent to Customer, or MPBC’s commencement of performance shall constitute valid acceptance of Customer’s order. Any such acceptance is expressly conditioned on assent to the terms hereof and the exclusion of all other terms. Customer shall be deemed to have assented to the terms hereof, whether or not previously received, upon accepting delivery of any Product (as defined herein) shipped by MPBC. If tender of these terms is deemed an offer; acceptance is expressly limited to the terms hereof.

1. PRODUCTS

1.1 “Products” shall mean any products identified on any of MPBC’s proposals or quotations.

1.2  Alterations to any Product which MPBC deems necessary to comply with specifications, changed safety standards or governmental regulations, to make a Product non-infringing with respect to any intellectual property or other proprietary interest, or to otherwise improve a Product may be made at any time by MPBC without prior notice to, or consent of, Customer and such altered Product shall be deemed fully conforming.

2. ORDERS

Customer shall purchase Products by issuing a written purchase order signed by an authorized representative, indicating specific Products, quantity, price, total purchase price, shipping instructions, requested delivery dates, bill-to and ship-to addresses, tax exempt certifications if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon MPBC. All orders are subject to acceptance by MPBC, who will accept or reject orders according to MPBC’s then current processes.

3. PRICES

All prices are (a) firm for thirty (30) days from the date of quotation, (b) FCA MPBC factory [Incoterms, 2020] (shipping costs and risk of loss from the FCA point of shipment are the responsibility of Customer) and (c) exclusive of Taxes (as defined herein) and all handling or other charges including without limitation insurance, brokerage fees, transportation or special packaging (“Charges”). All sales are final. Any tax or other charge which MPBC is liable to collect on behalf of any governmental authority (“Taxes”) as a result of the sale, use or delivery of Products, including without limitation, duties, value added and withholding taxes, is the responsibility of the Customer, and if paid by MPBC shall be charged to Customer as a separate item on the invoice, to the extent possible.

4. TERMS OF PAYMENT

Upon credit approval by MPBC, payment terms shall be net thirty (30) days from the date of the shipment. MPBC reserves the right to require alternative payment terms including, without limitation, letter of credit or payment in advance. If at any time Customer is delinquent in the payment of any invoice or is otherwise in breach of this Agreement, MPBC may, at its discretion, withhold shipment (including partial shipments) of any order or may, at its option, require Customer to pre-pay for further shipments. All payments not received when due shall be subject to an additional charge of three percent (3%) over the publicly announced prime interest rate for loans by the Royal Bank of Canada on the 15th day of the month in which the invoice is rendered. Customer grants MPBC a security interest in Products purchased under this Agreement to secure payment for those Products purchased. If requested by MPBC, Customer agrees to execute financing statements to perfect this security interest. There is no set-off right for the Customer.

5. TITLE TO PRODUCTS

Title and right of possession of the Products sold hereunder shall remain with MPBC until all payments provided hereunder have been made in full. The Customer agrees to do all acts necessary to protect and maintain such interim right and title in MPBC. Failure of the Customer to pay the purchase price for any product, when due, shall give MPBC the right, without liability, to repossess such Product, with or without legal notice, and to avail itself of any legal remedy.

6. CANCELLATION

The Customer may not cancel, terminate, suspend performance of, or issue a hold on, any Customer order, in whole or in part, without the prior written consent of MPBC, which consent, if given, shall be upon terms that will compensate MPBC for any loss or damage therefrom, including but not limited to, the price of Products shipped to, manufactured for, or held separately for, the Customer, and loss of profits, incurred costs, and a reasonable allocation of general and administrative expenses relating to the Products.

7. LIMITED PRODUCT WARRANTY

Notwithstanding any provision to the contrary, MPBC’s sole and exclusive obligations to the Customer for any Product made by MPBC and sold hereunder are to repair returned Product or provide a replacement Product, at MPBC’s sole option, for any Product which has been returned to MPBC under the RMA procedure (as defined below) and which in the reasonable opinion of MPBC is determined to be defective in workmanship, material or not in compliance with the mutually agreed written applicable specifications and has in fact failed under normal use on or before one (1) year from the date of original shipment of the Product. All Products, which are experimental Products, prototypes or Products used in field trials, are not warranted. Any Product repaired or replaced under warranty is only warranted for the period of time remaining in the original warranty for the Product.  MPBC reserves the right, at its sole option, to issue a credit note for any defective Product as an alternative to repair or replacement.  The warranty provided herein shall extend to any Product which has proved defective and has failed through normal use, but excludes and does not cover any Product or parts thereof which has been accidentally damaged, disassembled, modified, misused, used in applications which exceed the Product specifications or ratings, neglected, improperly installed or otherwise abused or is used in hazardous activities.

8. RETURN MATERIAL AUTHORIZATION PROCEDURES

MPBC will only accept Products returned under the MPBC Return Material Authorization process (“RMA”). Customer shall obtain a RMA number from MPBC prior to returning any Product and return the Product prepaid and insured to MPBC to the FCA point. Any Product which has been returned to MPBC but which is found to meet the applicable specification for the Product and not defective in workmanship and material, shall be subject to MPBC’s standard examination charge in effect at the time which shall be charged to the Customer. Where any Product is returned without an itemized statement of claimed defects, MPBC will not evaluate the Product but will return it to the Customer at the Customer's expense.

9. LIMITATION OF LIABILITY

In no event shall MPBC be liable to Customer for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, business interruption, or loss of data, arising out of or in connection with this sale.