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The currency exchange information listed on the Marlow website is based on the current rates offered on Yahoo Finance.

All purchases on this website will be conducted in U.S. dollars. Marlow will receive payments in other currencies but during the transaction conversion rates/fees will apply.

True exchange rates are based on your financial institution, credit services company or other methods of payment you choose to utilize. Marlow offers this website service as a tool for our international customers.We cannot guarantee the rates onYahoo Finance will match those offered by your financial services provider.

Purchasing Warranty

ANY TERM, CONDITION AND/OR PROVISION (HEREINAFTER “TERMS”) OF BUYER’S ORDER WHICH IS IN ANY WAY INCONSISTENT WITH OR IN ADDITION TO THESE TERMS SHALL NOT BE APPLICABLE HERETO OR BINDING UPON MARLOW INDUSTRIES, INC. (HEREINAFTER “MI”). RETENTION BY BUYER OF ANY ITEM DELIVERED BY SELLER HEREUNDER SHALL BE CONCLUSIVELY DEEMED ACCEPTANCE OF THE TERMS HEREOF. MI’S FAILURE TO OBJECT TO TERMS CONTAINED IN ANY COMMUNICATION FROM BUYER WILL NOT BE A WAIVER OF THE TERMS HEREOF.

1. QUOTATIONS – Subject to the provisions hereof, all quotations submitted are firm for ninety (90) days from the date of the quotation unless otherwise indicated on the face of the quotation. Alterations or changes of quotations after ninety (90) days may be made at MI’s discretion without notice. Price quotations apply only if the quantity ordered hereunder is released within six (6) months and shipments scheduled no more than twelve (12) months from the date MI receives Buyer’s order.

2. ORDERS – All orders are subject to acceptance and acknowledgment in writing by MI’s home office. Orders submitted on Buyer’s purchase order forms which may contain terms inconsistent with the terms contained herein will be accepted by MI only upon the condition that the terms contained herein shall nevertheless be the sole terms of the agreement between the parties. By placing an order pursuant to this quotation or by acceptance of delivery of any of the items described in the quotation, Buyer shall be deemed to have accepted all of the terms and conditions contained herein and to have waived any and all of the terms and conditions of its order form, unless modified separately in writing by Buyer and agreed to separately in writing by MI.

3. TAXES – Prices do not include any federal, state, or local taxes, duties, or other levies, now or hereafter enacted, as applicable to the goods sold on this transaction. Such taxes, duties, or other levies will be added by MI to the sales price where MI is legally obligated to collect the same and will be paid by Buyer (unless Buyer provides MI with a proper tax exemption certificate determined by MI to be acceptable).

4. PRICES AND RELEASES – Quoted prices shall apply only if the quantity ordered hereunder is released within six (6) months and shipments scheduled no more than twelve (12) months from the date MI received Buyer’s order. Otherwise, MI’s standard prices in effect on the date of receipt by Buyer of the quantity actually shipped shall apply, and Buyer shall pay the difference in price, if any.

5. TITLE AND DELIVERY – Shipments of goods within or outside the United States shall be delivered F.O.B. MI’s plant. Title and liability for loss or damage thereto shall pass to Buyer upon MI’s tender of delivery of the goods to a carrier for shipment to Buyer, and any loss or damage thereafter shall not relieve Buyer from any obligation hereunder. Buyer shall be responsible for all import duties, taxes, and any other expense incurred or licenses or clearances required at port of entry and destination. MI may deliver the goods in installments. Shipping dates are approximate only, and MI shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer if MI fails to meet the specified delivery schedule because of unavoidable or other delays. MI reserves the right to allocate shipments among its various customers under any circumstances. Buyer will be deemed to have waived any and all claims for shortages of goods unless written notice of such claims is given to MI within thirty (30) days after receipt of shipment.

6. QUANTITIES – Any variation of less than five percent (5%) in the quantities of electronic equipment, thermoelectric modules and their assemblies, and any other materials shipped by MI, as compared with the quantities of such goods ordered by Buyer, shall constitute full compliance with Buyer’s order. The unit prices for the shipped goods shall remain in effect as if the exact quantities ordered by Buyer had been shipped by MI to Buyer.

7. TERMS AND METHODS OF PAYMENT – (a) Unless specified otherwise on the face of the quotation, the terms of payment for the goods delivered hereunder shall be net thirty (30) days from the date of invoice if MI has extended credit to Buyer. The amount of credit or terms of payment may be changed, or credit suspended by MI in its sole discretion. If the items are delivered in installments, Buyer shall pay for each installment in accordance with the terms of payment hereof.

Payment shall be made for the goods without regard to whether Buyer has made, or will make, any inspection of the goods. If shipments are delayed by Buyer; payments are due net thirty (30) days from the date when MI is prepared to make shipments. Goods held for Buyer by MI are at Buyer’s sole risk and expense.

(b) If buyer fails to take delivery hereunder of the quantity of goods upon which a quantity discount price, if any, is based, Buyer will be back-billed an amount based upon the quantity of goods actually delivered hereunder and the quantity discount schedule of MI in effect at the time the order was placed. Buyer shall be liable to MI in such an instance for the difference between the quoted unit price based on the originally ordered quantity and the unit price applicable to the actual delivered quantity.

Such charges shall be in addition to any cancellation charges.

8. CONTINGENCIES – MI shall be excused from performance and shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of either MI or MI’s suppliers including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot, or other act of civil disobedience, act of the public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof affecting the terms or performance (including cost) of this contract, otherwise, judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, or raw materials, or machinery, technical or yield failure where MI has exercised ordinary care in the prevention of such failure. If any contingency occurs, MI also may elect (in its sole discretion) to allocate production and deliveries among MI’s customers.

9. SUBSTITUTIONS AND MODIFICATIONS OF GOODS – MI reserves the right to modify the specifications of any goods (and all statements and data appearing in MI catalogs, data sheets, and advertisements) sold by MI without notice and substitute goods manufactured to such modified specifications provided such goods substantially conform to Buyer’s order. MI assumes no obligation to modify items previously purchased or to continue to supply discontinued items.

10. WARRANTIES – THE FOLLOWING WARRANTIES ARE IN LIEU OF, AND MIEXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF ANY OTHER WARRANTY OBLIGATION ON THE PART OF MI. FURTHERMORE, THESE WARRANTIES ONLY APPLY TO GOODS THAT ARE A PART OF ORDERS TOTALING $1,000 OR MORE.  MI MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO GOODS THAT ARE A PART OF ORDERS TOTALING LESS THAN $1,000, AND SUCH GOODS ARE SOLD “AS IS.”

(a) Standard and Special Goods. For the purpose of this contract, standard goods shall be those goods manufactured by MI which are listed in MI’s current catalog or product list and all other goods specifically identified herein as standard. Special goods are those goods for which the Buyer has specified dimensions, sizes, or performance characteristics different in minor respects from MI’s standard goods. Where, in MI’s sole judgment, such changes are minor in nature and permit manufacturing in accordance with MI’s normal methods, such goods will be identified as “special” on the face of MI’s quotation; if goods modified to a Buyer’s specifications are not identified as “special,” they shall be deemed developmental, experimental, or prototype goods in accordance with subparagraph (b) hereof. MI warrants that standard and special goods will be free from defects in material and workmanship and such goods will conform to MI’s workmanship standards as specified in MI’s Quality Control Manual and to any specifications or drawings agreed to in writing by MI, for the period set forth in the schedule below from the date of shipment.

Electronic Equipment (1 Yr.) Thermoelectric Modules and Assemblies (1 Yr.)(b) Developmental Goods. Developmental, experimental, or prototype goods are those goods manufactured by MI that are built and tested to Buyer’s specifications. Developmental, experimental, or prototype goods delivered hereunder are warranted to be free of defects in materials and workmanship and to meet the applicable preliminary specifications only at the time of receipt by Buyer and for no longer period of time.

(c) MI additionally warrants that at the time of delivery MI has title to the goods free and clear of any and all liens and encumbrances unless otherwise provided in this contract.

11. UNITED STATES GOVERNMENT CONTRACTS – If the goods to be furnished hereunder are to be used in the performance of a United States Government contract or subcontract and a U.S. Government contract number appears on the Buyer’s purchase order, those clauses of the applicable United States Government procurement regulations which are mandatorily required by federal statute or regulation to be included in United States Government subcontracts shall be incorporated herein by reference. All other terms of United States procurement regulations shall not apply where inconsistent with MI’s terms and conditions.

12. PATENT INDEMNITY – (Not applicable if the goods to be furnished hereunder are to be used in the performance of a United States Government contract).

(a) MI shall defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that any goods manufactured by MI and supplied to Buyer constitute a direct infringement of any duly issued United States patent except as provided below. MI shall pay all damages and costs finally awarded therein against Buyer, provided that MI is promptly informed and furnished a copy of each communication, notice, or other action relating to the alleged infringement and is given authority, information and assistance (at MI’s expense) necessary to defend or settle said suit or proceeding. MI shall not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with Buyer’s specifications, or from a combination with, an addition to, or a modification of the goods after delivery by MI, or from use of the goods, or any part thereof, in the practice of a process. MI obligations hereunder shall not apply to any alleged infringement occurring after Buyer has received notice of such suit or proceeding alleging the infringement unless MI has given written permission for such continuing alleged infringement.

(b) If any goods manufactured and supplied by MI to Buyer shall be held to infringe any United States patent, and Buyer shall be enjoined from using the same, MI will exert its best efforts, at its option and at its expense, to accomplish the following: (i) to procure for Buyer the right to use such goods free of any liability for patent infringement; (ii) to replace such goods with a non-infringing substitute otherwise complying substantially with all the requirements of this contract; or (iii) refund the purchase price and the transportation costs of such goods.

(c) If a patent infringement suit or proceeding concerning goods ordered under this contract is commenced prior to completion of delivery of the goods under this contract, MI may decline to make further shipments of goods without being in breach of this contract. If MI has not been enjoined from selling said goods to Buyer, MI will supply said goods to Buyer only upon mutual agreement of Buyer and MI. If MI proceeds with performance upon such mutual agreement, MI shall not be liable to Buyer for any damages or costs that result from such suit or proceeding, and Buyer agrees to (i) defend any suit or proceeding brought against MI claiming any patent infringement as a result of MI’s performance, and (ii) pay any and all damages and costs finally awarded against MI.

(d) If any suit or proceeding is brought against MI based on the claim that goods manufactured by MI in compliance with Buyer’s specifications and supplied to Buyer infringe any duly issued United States letters patent, then MI shall not be liable to Buyer for any damages or costs that result from such suit or proceeding, and the Buyer agrees to (i) defend any suit or proceeding brought against MI claiming any patent infringement as a result of MI’s performance and (ii) pay any and all damages and costs finally awarded against MI.

(e) The sale by MI of the goods ordered hereunder does not grant, convey, or confer upon Buyer or Buyer’s customers, or upon anyone claiming under Buyer, a license, express or implied, under any patent rights of MI covering or relating to any combination, machine, or process in which said items are or might be used.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES EXPRESS, IMPLIED, OR STATUTORY IN REGARD THERETO.

13. DESTINATION CONTROL – The export of these commodities, technology, or software, is subject to the US Export Administration Regulations. Diversion contrary to US Law is prohibited. For guidance on export control requirements, contact the US Commerce Department’s Bureau of Industry and Security at 202-482-4811 or at www.BIS.doc.gov.

14. REMEDIES AND DAMAGES – If the goods furnished by Seller fail to conform to this contract (including but not limited to MI’s warranties), MI’s sole and exclusive liability shall be (at MI’s sole option) to repair, replace, or credit Buyer’s account for any such goods which are returned by Buyer during the applicable warranty period set forth above provided that (i) MI is notified in writing by Buyer within fifteen (15) days after discovery by Buyer that such goods failed to conform to this contract with a detailed explanation of any alleged deficiencies; (ii) Buyer obtains a Return Material Authorization number from MI; (iii) such goods are returned to MI F.O.B. MI’s plant; and (iv) MI’s examination of such goods discloses to MI’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper installation, unauthorized repair or improper testing. If such goods fail to conform to MI’s warranties, MI shall reimburse Buyer for the transportation charges paid by Buyer for such goods. If MI elects to repair or replace such goods, MI shall have a reasonable time to make such repairs or replace such goods. The foregoing provisions do not extend the original warranty period of any article that has been repaired or replaced by MI.

MI’s sole and exclusive maximum liability shall, in any event, be limited to the total contract price specified herein less the purchase price for any items delivered and accepted hereunder.

In no event shall MI be liable to anyone for special, collateral, incidental, or consequential damages, (including, but not limited to, costs of removal and reinstallation of items, loss of goodwill, loss of profits, or loss of use) for breach of any of the provisions of this contract, including, without limitation, provisions regarding warranties, guarantees, indemnities, and patent infringement.

15. TERMINATION AND CANCELLATION – (a) Buyer may terminate this contract in whole or in part upon thirty (30) days advance written notice to MI. In such event, Buyer shall be liable for termination charges which shall include (i) a price adjustment based on the quantity of goods actually delivered as compared to the amount of goods ordered; (ii) all costs, direct and indirect, incurred and committed for this contract and (iii) a reasonable allowance for prorated expenses and anticipated profits. Any such termination shall be subject to a minimum charge of fifteen percent (15%) of the dollar amount of sales terminated.

(b) Unless otherwise specified on the face hereof, all quantities must be released no more than nine (9) months and shipments scheduled no more than twelve (12) months from the date of MI’s receipt of Buyer’s purchase order, otherwise MI may (i) pursue the procedure provided in paragraph 4 of this contract; or (ii) at MI’s sole discretion, cancel the contract and Buyer shall be liable for termination charges provided herein.

(c) If MI has any reason to deem itself insecure, and (in MI’s judgment) Buyer fails to give adequate assurances of payment under this contract, MI can cancel the contract and Buyer shall be liable to MI for termination charges. Buyer may reinstate the contract by immediately paying for all goods which have been delivered and thereafter paying in advance for all goods to be delivered. All other remedies for breach available at law, in equity, and under the contract also shall remain available to MI.

16. NON-WAIVER OF DEFAULT – In the event of any default by Buyer, MI may decline to make further shipment. However, if MI elects to continue to make shipments, MI’s actions shall not constitute waiver of any default by Buyer or in any way affect MI’s legal remedies for any such default.

17. APPLICABLE LAW – The validity, performance, and construction of this contract shall be governed by the laws of the State of Texas. Value for legal proceedings shall be Dallas County, Texas, and all obligations are deemed made and performable in Dallas County, Texas. Buyer shall comply with all applicable foreign, federal, state and local laws, rules and regulations.

18. ASSIGNMENT – The contract shall be binding upon, and inure to the benefit of, the parties and the successors and assigns of the entire business and goodwill of either MI or Buyer or of that part of the business of either used in performance of this contract, but shall not be otherwise assignable.

19. RELATED ITEMS – Unless otherwise agreed in writing, MI shall retain all rights to and possession of any tooling, drawings, tapes, fixtures, computer software, graphics, artwork, photographs, film, test equipment and all such other materials as are used by MI in the development, manufacture, and marketing of any item.

20. PROPRIETARY DATA – Buyer agrees not to use or disclose drawings, specifications, technical information, or other data furnished by MI and identified by MI as proprietary data without the written consent of MI. Nothing in this clause, however, shall restrict Buyer’s right to use or disclose drawings, specifications, technical information, or other data which are or become (a) generally known to the public without the breach of this clause by Buyer; (b) rightfully obtained from other sources; or 8 purchased from MI by Buyer for unlimited use or disclosure.

21. PACKAGING – Packaging for commercial shipment is included in the quote price. When special domestic or export packaging is specified involving greater expense than is customary, a corresponding charge will be made to Buyer to cover such extra expense. Reasonable care is exercised in packaging goods for shipment and no responsibility is assumed by MI for delay, breakage or damage after having made delivery in good order to the carrier. All claims for damage shall be made to the carrier, but MI will render all reasonable assistance in securing satisfactory adjustment of such claims.

22. DEDUCTIONS AND RETURNS – Deductions will not be honored unless covered by MI’s credit memorandum. Goods shipped to the Buyer may be returned to MI only upon MI’s consent and after obtaining Return Material Authorization number from MI, and only upon the terms specified by MI.

23. INSPECTION AND ACCEPTANCE – Upon arrival of the goods at the destination specified by Buyer, Buyer shall immediately inspect the goods at its expense and, if the terms are found not to conform to this contract, shall give written notice to MI within fifteen (15) days after arrival of any claim to that effect, specifically setting forth the manner in which the goods do not conform. Rejected goods may be returned to MI for replacement upon obtaining a Return Material Authorization number and shipping instructions from authorized sales personnel of MI. If Buyer retains the goods after their arrival without giving MI such notice as required, such failure shall constitute an irrevocable acceptance of the items by Buyer. Buyer’s inspection and/or acceptance tests shall not exceed the inspection and/or test procedures specified by the contract or, to the extent not so specified; those customary in the industry for the goods furnished hereunder, and shall be at Buyer’s expense. MI reserves the right to charge to Buyer any costs resulting from Buyer’s testing, handling, and disposition of any goods returned by Buyer which are found by MI to conform to this contract.

24. MODIFICATION – THIS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SALE OF THE GOODS DESCRIBED ON THE FACE HEREOF AND SUPERSEDES ALL PREVIOUS COMMUNICATIONS, REPRESENTATIONS, OR AGREEMENTS, EITHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND NO REPRESENTATIONS, OR STATEMENT OF ANY KIND MADE BY ANY REPRESENTATIVE OF MI WHICH ARE NOT STATED HEREIN SHALL BE BINDING ON MI. NO ADDITION TO OR MODIFICATION OF ANY PROVISION UPON THE FACE OR REVERSE OF THIS CONTRACT SHALL BE BINDING UPON MI UNLESS MADE IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF MI. NO COURSE OF DEALING, USAGE OF TRADE, ORCOURSE OF PERFORMANCE SHALL BE RELEVANT TO EXPLAIN OR SUPPLEMENT ANY TERM EXPRESS IN THIS CONTRACT.

This order is accepted per existing customer documentation and Marlow Industries, Inc. Terms and Conditions. Additional design requirements will be reviewed as necessary by appropriate members of the technical team through our Product Development Process.

005-0227, Revision A