Terms and Conditions of Sale

ORDERS

A Buyer may purchase goods ("Goods") from Seller by executing and submitting an online or web order ("Order"). The Order will be governed exclusively by these Terms and Conditions for Sale of Goods ("Terms and Conditions").

ACCEPTANCE OF ORDER

Seller shall indicate acceptance of Order by way of an email acknowledgement made by Seller's authorized representative. Seller is not obligated to accept any Order and has the right at its sole discretion to decline any Order. Only these Terms and Conditions shall govern with respect to the sale of Goods. Seller's failure to object to provisions contained in any document or communication from Buyer will not be deemed a waiver or modification of the Terms and Conditions provided herein. If the Buyer modifies, adds or contradicts any of these terms and conditions, the Seller hereby automatically rejects such changes.

PAYMENT TERMS

All payments must be made in full (without any withholding, set-off or deduction whatsoever) in the form of a secured financial instrument (examples: credit card, certified check, cashier's check, money order, wire transfer).

Credit Card Information: Buyer shall submit credit card information to be used for 100% of the value of the Order and shipping charges (charged at the time of shipment) as a pre-requisite to Seller's acceptance of the Order. By providing this credit card information, Buyer authorizes Seller to charge that credit card (at the time of shipment) for the dollar value of the Order including shipping charges. The Order may be cancelled up to the point of shipment. See Cancellation of Orders for additional details.

Fulfillment and Payment: Buyer shall pay an amount equal to the authorized value of the Order. This payment shall be processed when Seller releases product for shipment. Seller reserves the right to fulfill an Order in full or in part based on current inventory levels. If final payment is not able to be processed before shipment, the Order will be held by Seller until full payment has been received.

Title and ownership of all ordered goods shall remain with Seller until the purchase price for goods has been paid in full to Seller.

Seller may apply any payment received from Buyer against any obligation owed by Buyer to Seller under any Order. Statements or comments on or accompanying payments shall not be binding on either party. Acceptance by Seller of such payments will not constitute a waiver of Seller's right to pursue the collection of any remaining balance and do not constitute a waiver or modification of these Terms and Conditions.

CANCELLATION OF ORDERS

If Buyer cancels the order after it has been shipped, Buyer's payment shall not be refunded unless expressly approved in writing by Seller. Orders may not be cancelled after delivery by Seller to the carrier. In the event that: (1) the price of goods is based upon the Buyer purchasing a minimum quantity of Goods and (2) cancellation of products by the Buyer results in a reduction to a lower quantity pricing level, then the price of non-cancelled Goods shall be adjusted retroactively and prospectively to the applicable lower quantity pricing level.

CHANGES

Buyer may by written notice request changes within the general scope of the Order. Seller, in its sole discretion, will determine whether it can comply with the requested changes and whether such changes would cause an increase in the price of goods, or the time required for delivery of goods, or the affect on the performance of any part of the Order. Seller is entitled to an equitable adjustment of the price of the order caused by the change. Upon agreement of the parties, the Order will be modified to reflect the agreed change, the change to the delivery schedule, and the equitable price adjustment, if any.

INTELLECTUAL PROPERTY

Seller retains sole and exclusive ownership of all of Seller's intellectual property rights contained in the Goods. No rights of any kind are granted to Buyer.

REVERSE ENGINEERING

Buyer shall neither reverse engineer, decompile, deconstruct, disassemble, synthesize, or extract any element of and/or otherwise discover any Confidential Information, nor request nor accept any disclosure of confidential information or intellectual property from a third party who reverse engineers, decompiles, deconstructs, disassembles, synthesizes, or extracts any element of and/or otherwise discovers any Confidential Information, nor otherwise attempt to derive confidential information or intellectual property contained or embodied in the Goods.

SOFTWARE LICENSE

All software provided with the Goods (either embedded in the Seller's products or provided as stand-alone software) is proprietary to Seller or Seller's suppliers. With respect to Seller's software, Seller grants Buyer a limited, nonexclusive, revocable license to use the software for its intended purposes only through and in conjunction with the Goods. Buyer agrees that title to any software remains solely and exclusively with Seller. Buyer will maintain all proprietary marks on software provided by Seller. Buyer may transfer this license if transferring the Goods also and if the transferee agrees to comply with the restrictions of this license.

WARRANTY

This Order is subject to express limitations on Seller's Warranties and Seller's Liability. The sole and exclusive Warranty provided with respect to the Goods purchased and sold hereunder is set forth at www.micasense.com/warranty.html, and it may be amended from time to time in Seller's sole and exclusive discretion.

RETURNED GOODS

No return of Goods will be accepted by Seller without Seller's prior written authorization. Returned goods must be in original manufacturer's shipping cartons complete with all packing materials.

SHIPMENT AND RISK OF LOSS

Title to the goods shall pass to Buyer upon delivery of the Goods to the carrier for shipment to Buyer. Shipments shall be delivered F.O.B. Seller's Factory (Origin). Buyer shall be solely responsible for, and Seller shall have no liability for, loss or damage after delivery to the carrier. Unless otherwise requested by the Buyer, Seller shall arrange and pre-pay for shipping. The costs of shipping will be prepaid by the Buyer before shipment.

DELIVERY SCHEDULE

Buyer acknowledges that any delivery schedule provided by Seller is only an estimation of the lead times. Seller will use commercially reasonable efforts to schedule and initiate shipment as close as possible to Buyer's requested delivery schedule but shall not be liable to Buyer for failure to meet any delivery schedule or for the costs to procure or design substitute goods. Seller reserves the right to make deliveries in installments. Delivery of a quantity that varies from the quantity specified in Order shall not relieve Buyer of its obligation to accept deliver and pay for the goods delivered.

TAXES

All prices exclude applicable taxes, including without limitation, sales tax, use tax, value-added, excise, transfer or other similar taxes or governmental fees, duties and assessments, further including without limitation, local, state and federal tax, import or export duties and taxes, GST, import or export duties, customs, fees, tariffs, and VAT (all of which Buyer shall be solely and exclusively responsible for), but excluding taxes based upon Seller's net income and Seller's payroll taxes. Buyer may furnish Seller with a tax exemption certificate acceptable to the authority imposing the tax on Seller.

CHOICE OF LAW

The Order shall be governed in all respects by the laws of the State of Washington and the United States of America as such laws are applied to agreements entered into and to be performed entirely within Washington between Washington residents, without reference or regard to its conflicts of laws provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Order, and shall not be referenced or applied. This Order shall be construed and interpreted in accordance with Washington's adoption of Article 2 of the Uniform Commercial Code, RCW 62A.2.

WAIVER

Failure or delay by either Party to exercise or enforce any right conferred by this Order shall not be deemed to be a waiver of any such right. Further, a waiver, express or implied, by either Party of any default by the other in the observance and performance of any of the conditions, covenants or duties set forth in this Order shall not constitute or be construed as a waiver of any subsequent or other default.

INDEMNIFICATION

Buyer acknowledges and agrees that Buyer shall be solely responsible for its use of Seller's products. Buyer will defend, indemnify and hold Seller harmless from and against any and all costs, losses, or damages of any kind, including attorney's fees, which Seller may suffer or incur, and from and against any and all claims, demands, costs, losses, or damages of any kind suffered or incurred by the Buyer or others arising from or in any way connected with the Buyer's use of Seller's products.

PARTIAL INVALIDITY AND SEVERABILITY

If any provision of the Order or the Terms and Conditions including any limitation of warranty or liability, is held by a court or any governmental agency or authority to be invalid, void or unenforceable, such provision shall be modified to the minimum extent necessary to become fully enforceable under applicable law, and comport to the maximum extent possible with the original intent of the Parties, and maintains the economic and other terms to which the Parties originally agreed.

ENTIRE AGREEMENT

The Order, Terms and Conditions, including any exhibits and attachments hereto, comprise the entire, final and comprehensive understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, representations, agreements and understandings, whether oral or written, except as stated herein.