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EZ-Sample Terms


The ordering of Sample Parts from Scientific Components Corporation ("Mini-Circuits") is subject to the following terms and conditions (the "EZ-Sample Terms"). As used herein, the term "Sample Parts" means any part or parts which are offered by Mini-Circuits as samples on or through the EZ-Sample Portal. The term "EZ-Sample Portal" means the functionality on Mini-Circuits' website at www.minicircuits.com through which Sample Parts may be ordered by clicking the "Available for EZ-Sample" link on the dashboard for the applicable Sample Part number.

  • LIMITATION AND DISCLAIMER OF WARRANTIES AND LIABILITIES

(a) ALL Sample Parts ARE PROVIDED "AS IS", "WITH ALL FAULTS", AND Mini-Circuits EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO Sample Parts, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES CONCERNING INFRINGEMENT OR THE LIKE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE.

It is hereby acknowledged and agreed that there are many variables affecting the proper selection, use and installation of parts manufactured or offered by Mini-Circuits since each potential system utilizing these parts is unique with differing component configurations and attributes and differing requirements and environments. Accordingly, notwithstanding any Sample Parts or any information provided by Mini-Circuits, you or your company ("Recipient") 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, Recipient shall be barred from any recovery against Mini-Circuits by reason of improper selection, use and/or installation of 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 Mini-Circuits shall have no liability of account thereof, and same is hereby waived.

(b) It is hereby expressly understood and agreed that no statement relating to Sample Parts including, without limitation, those made (1) in these EZ-Sample Terms, (2) on or in the EZ-Sample Portal, (3) on or in any other portion of Mini-Circuits' website, or (4) in an Order (as defined below)("Mini-Circuits' Media") shall constitute an express warranty or form a part of the basis of the bargain but that all such statements are merely Mini-Circuits' opinion or commendation of the Sample Parts. Any description of Sample Parts specified in any Mini-Circuits' Media, 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 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 warranty that Sample Parts shall conform to those descriptions. The use of any sample, graph, data curve, model or drawing is for illustrative purposes only; conformity of Sample Parts to such sample, graph, data curve, model or drawing is not part of the basis of the bargain, and is not a warranty that Sample Parts will conform with the sample, graph, data curve, model or drawing. No affirmation of fact or promise made by or on behalf of Mini-Circuits, whether or not in these EZ-Sample Terms, shall constitute a warranty that Sample Parts will conform to the affirmation or promise.

(c) Mini-Circuits neither assumes nor authorizes any other Person to assume for it any liability in connection with the Sample Parts ordered hereunder. 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 consideration for Mini-Circuits accepting the Order, Recipient shall be barred from any recovery against Mini-Circuits' affiliates, including the manufacturer of the Sample Parts if other than Mini-Circuits, and such affiliates and manufacturer shall have no liability whatsoever on account of (i) the Sample Parts or otherwise, (ii) arising out of or relating to the request for, receipt of, or use of Sample Parts, (iii) use of the EZ-Sample Portal or any other portion of Mini-Circuits’ website, or (iv) the transactions contemplated hereby, and same are hereby waived and released by Recipient, all to the fullest extent permitted by applicable law. In this regard, Recipient hereby acknowledges and agrees that Mini-Circuits’ affiliates are entitled to rely on this waiver and release as third party beneficiaries as more particularly stated in section 13(d).

(f) THE MAXIMUM LIABILITY OF Mini-Circuits ARISING OUT OF OR RELATING TO THE REQUEST FOR, RECEIPT OF, OR USE OF Sample Parts BY Recipient EVIDENCED BY ANY Orders AND THE TRANSACTIONS CONTEMPLATED THEREBY AND BY THESE EZ-Sample Terms SHALL BE LIMITED TO THE PURCHASE PRICE OF THE Sample Parts TO THE EXTENT ACTUALLY PAID FOR BY Recipient AND RECEIVED BY Mini-Circuits. IF THE Sample Parts WERE PROVIDED BY Mini-Ciruits TO Recipient FREE OF CHARGE, THEN Mini-Circuits SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH OR ON ACCOUNT OF THE REQUEST FOR, RECEIPT OF, OR USE OF Sample Parts BY Recipient EVIDENCED BY ANY Orders OR THE TRANSACTIONS CONTEMPLATED THEREBY OR BY THESE EZ-Sample Terms. (IN RESPECT THEREOF, Recipient HEREBY ACKNOWLEDGES THAT SUCH LIMITATION OF LIABILITY IS NOT SUBJECT TO THE PROVISIONS OF UCC SECTIONS 2-718, 2-719(1)(b) OR 2-719(2), AND IF AND TO THE EXTENT SUCH SECTIONS MAY BE APPLICABLE, WAIVES APPLICATION OF SUCH).

  • WAIVER OF CONSEQUENTIAL DAMAGES

UNDER NO CIRCUMSTANCES SHALL Mini-Circuits BE LIABLE TO Recipient OR ANY OTHER Person FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, COVER DAMAGES OR LOST PROFITS, EXPENSES OR LOSSES DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE REQUEST FOR, RECEIPT OF, OR USE OF Sample Parts HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHETHER THE LIABILITY RESULTED FROM ANY GENERAL OR PARTICULAR REQUIREMENT OR NEED OF WHICH Mini-Circuits KNEW OR SHOULD HAVE KNOWN. IN THE EVENT THAT ANY PROVISION OF THESE EZ-Sample 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.

For purposes of these EZ-Sample Terms, the term "Order" means the Order Summary Page generated after Recipient submits a Secure Order during a particular Session that is specifically acknowledged by Mini-Circuits pursuant to its standard written or electronic acknowledgment. The term "Secure Order" means a Secure Order Form on the EZ-Sample Portal completed by Recipient and submitted to Mini-Circuits by clicking the applicable "Continue Order" button on such portal for the purchase of Sample Parts. The Secure Order Form contains the Sample Part model number, Sample Part description, quantity to be ordered, billing information, shipping information and credit card information (if required). Any other terms specified by Recipient that are different from, additional to, or conflict with these EZ-Sample Terms are not applicable to the Secure Order, and shall be of no force or effect. The term "Session" means that certain time period commencing from the time Recipient clicks onto a "Available for EZ-Sample" link and ending when Recipient clicks the “Submit Order” button on the Order Summary Page.

Accordingly, Recipient acknowledges and agrees that a Secure Order and the related Order Summary Page is merely an offer to receive Sample Parts and is not binding on Mini-Circuits unless and until Mini-Circuits accepts such offer by issuing a written or electronic acknowledgement of the offer in question. Recipient's offer will be irrevocable for a period of five (5) business days (the “Offer Period”). If Mini-Circuits 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 EZ-Sample Terms. If Mini-Circuits fails to issue an acknowledgment for a particular offer during the applicable Offer Period, or if Mini-Circuits otherwise rejects an offer, no binding contract is created and the particular offer will be deemed to be rejected.

1. DESIGN PROTECTION

a. Recipient has no right, title or interest in or to (i) Mini-Circuits' applicable specification sheet(s) concerning a particular Sample Part as designated by Mini-Circuits from time to time (“Specifications”) and other specifications and technical information furnished by Mini-Circuits or the proprietary information contained in any of the foregoing by reason of the request for, receipt of, or use by Recipient of such Sample Parts or otherwise; (ii) designs of Sample 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"). Recipient, as a special inducement to Mini-Circuits, 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 Sample Parts or otherwise misappropriate or utilize the Mini-Circuits Property. The Mini-Circuits Property shall be kept confidential by Recipient and Recipient shall not disclose same to any third party, nor shall same be used by Recipient for any purpose other than to assist Mini-Circuits in supplying Sample Parts. All Mini-Circuits Property shall be and remain the exclusive property of Mini-Circuits and/or Mini-Circuits’ affiliates (as applicable). All improvements to Mini-Circuits Property and Sample 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 Recipient or any other Person. For the purposes hereof, the term “Mini-Circuits Process Technology” means the Intellectual Property associated with the underlying materials, manufacturing, fabrication, assembly and testing of Sample 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.

a. Recipient hereby acknowledges the validity of the Mini-Circuits Property including, without limitation, patents and patent applications presently pending. Recipient 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.

1. FORCE MAJEURE

a. Notwithstanding any provision herein to the contrary, Mini-Circuits shall not be liable or responsible for any delay in or failure of delivery of Sample Parts by reason of force majeure, including, but not limited to, Mini-Circuits' 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 Mini-Circuits’ 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 Mini-Circuits' control. In the event of the occurrence of any such causes, Mini-Circuits 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.

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

1. DELIVERY, RISK OF LOSS AND RELATED MATTERS

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, Sample Parts shall be delivered, (i) for sales having an ultimate destination within the United States and its territories, “F.O.B. Mini-Circuits’ applicable plant”; or (ii) for sales having an ultimate destination outside the United States or its territories, “ex works Mini-Circuits’ applicable plant”; as designated on the face thereof, and in each instance Mini-Circuits is authorized to ship parts by carrier. Unless otherwise indicated, the foregoing mercantile symbols shall have the meaning ascribed to them under the UCC for sales within the United States and its territories, and under the International Commercial Terms – 2000 for sales outside the United States and its territories.

a. The quantity of Sample Parts shipped to Recipient as reflected on Mini-Circuits’ packing slip shall control. Recipient will have seven (7) days from the date of Recipient’s receipt of Sample Parts to present to Mini-Circuits any claims that the actual count of the quantity of Sample Parts shipped to Recipient does not match the quantity of such Sample Parts designated on Mini-Circuits’ applicable packing slip. All such claims shall be made in writing and submitted in accordance with section 13(i) of these EZ-Sample Terms. Mini-Circuits may consider any such claim that is duly submitted by Recipient in Mini-Circuits’ sole and absolute discretion.

a. Due to fluctuations in inventory levels, RoHS compliant Sample Parts may be substituted for standard, non-RoHS compliant Sample Parts, unless Mini-Circuits receives a written instruction from Recipient to the contrary. Sample Parts that are RoHS compliant are clearly marked with a “+” suffix following the base model number of the Sample Part in question. Recipient hereby acknowledges and confirms that the designation by Mini-Circuits of a part being RoHS compliant is based on and subject to the methodologies, assumptions and qualifications specified on Mini-Circuits’ website. To visit, please go to www.minicircuits.com and click on “RoHS/Reach” under the “Quality” header.

1. ORDER RESTRICTIONS

a. Within any thirty (30) day period, Recipient may not: (i) place more than one (1) Order for the same Sample Part, as identified by the unique Mini-Circuits model number; or (ii) place Orders for more than three (3) separate Sample Part numbers. Notwithstanding the foregoing, Mini-Circuits reserves the right to reject any order in Mini-Circuits’ sole and absolute discretion and Recipient hereby acknowledges and agrees that Mini-Circuits shall have no liability whatsoever on account of such rejection.

a. Each Order for Sample Parts will be limited to a maximum of 4 pieces of each Sample Part. Notwitstanding the foregoing, Mini-Circuits reserves the right to reduce or increase the quantity of pieces shipped per Order in Mini-Circuits’ sole and absolute discretion and Recipient hereby acknowledges and agrees that Mini-Circuits shall have no liability whatsoever on account of such decision to increase or decrease the quantity of Sample Parts shipped per Order.

1. LIMITATION OF ACTION

No action or proceeding at law, in equity or otherwise shall be commenced by Recipient against Mini-Circuits for Mini-Circuits’ failure to deliver Sample Parts or other breach of any obligation or duty owed by Mini-Circuits (including without limitation by negligent acts or omissions) hereunder or under applicable law, unless: (i) Recipient notifies Mini-Circuits in writing at the address specified in these EZ-Sample Terms within thirty (30) days from the date of such alleged breach or failure, provided Mini-Circuits does not remedy or correct the breach or failure within sixty (60) days from the receipt of the notice; and (ii) such action or proceeding is commenced by Recipient within twelve (12) months from the date the alleged breach or failure occurs for any action whether in contract, negligence or strict products liability, other than breach of warranty, regardless of the Recipient's lack of knowledge or, in the event of a claim of breach of warranty, within twelve (12) months from the date the alleged breach occurs or from the expiration of the applicable statute of limitations period, whichever occurs first.

1. CANCELLATION AND RELATED MATTERS

Mini-Circuits EZ-Sample program provides Mini-Circuits’ customers with the opportunity to order Sample Parts without charge, as a courtesy to Mini-Circuits’ customers. Accordingly, Mini-Circuits reserves the right to cancel any Order for Sample Parts at any time, and for any reason or no reason at all. Mini-Circuits further reserves the right to modifty or terminate the EZ-Sample program under which it provides Sample Parts to its customers, including, without limitation, (i) changing the restrictions contained under section 6 above, (ii) determining what Mini-Circuits’ part numbers are eligible as Sample Parts under the EZ-Sample program, and (iii) whether the program will offer parts free of charge or for a particular charge.

1. CHOICE OF LAW AND FORUM

a. The parties acknowledge and agree that the EZ-Sample Terms, the Orders and the transactions contemplated hereby and thereby shall be a contract made in the United States, state of New York. All questions pertaining to the validity, construction, execution and performance of these EZ-Sample Terms, the Orders and the transactions contemplated hereby and thereby shall be construed and governed in accordance with the domestic laws of the state of New York (including, without limitation, the UCC), without giving effect to principles of (i) comity of nations or (ii) conflicts of law, and these EZ-Sample 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 EZ-Sample Terms, the Orders or any of the transactions contemplated hereby and thereby, including without limitation whether or not such dispute is subject to arbitration, shall be settled by binding arbitration in accordance with the United States Arbitration Act and administered by the American Arbitration Association in accordance with its commercial arbitration rules, 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. The place of the arbitration shall be in New York, New York. Any award in an arbitration initiated hereunder shall be in accordance with New York law, 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.

i. In any arbitration initiated under these EZ-Sample 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. Except as otherwise provided hereunder, any award shall include no injunction or direction to any party other than the direction to pay damages in accordance with the provisions hereof. Notwithstanding anything to the contrary contained herein, the limitations on equitable relief, damages, and awards stated in the two immediately preceding sentences shall not apply to any breach by Purchaser of any of the provisions of section 3 (“Design Protection”) or section 12(g) (“Notice of Software License”).

i. 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 Recipient and Mini-Circuits.

i. 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.

a. To the extent that arbitration is unavailable by operation of law or otherwise, any action commenced in connection with these EZ-Sample Terms, the Orders or any of the transactions contemplated hereby and thereby shall be brought in a federal or state court located in the United States of America, State of New York, County of Kings, and to the extent not otherwise subject to the jurisdiction of such courts, Recipient agrees to waive any objection to such jurisdiction and to subject itself to the jurisdiction of such courts. Both Mini-Circuits and Recipient 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.

1. CUMULATIVE REMEDIES

All of Mini-Circuits’ 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 Mini-Circuits 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 Mini-Circuits will be effective unless it is in writing and signed by Mini-Circuits, and then only to the extent specifically stated.

1. INSPECTIONS

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

1. MISCELLANEOUS

a. Integration. These EZ-Sample 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, explain, or modify any express provisions of these EZ-Sample 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 EZ-Sample 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.

a. Assignability. These EZ-Sample 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. Recipient 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 Mini-Circuits. Any assignment in contravention of this provision shall be null and void, and of no legal force or effect.

a. Modification or Amendment. Neither these EZ-Sample 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.

a. Third Party Beneficiaries. Recipient and Mini-Circuits agree that Mini-Circuits’ affiliates are intended third party beneficiaries under these EZ-Sample Terms and the Mini-Circuits affiliates are entitled to rely upon all rights, representations, warranties, waivers, releases, and covenants made by Recipient pursuant to these EZ-Sample Terms and Mini-Circuits’ affiliates shall have the right to enforce these EZ-Sample Terms against Recipient, except that no party hereto shall have any rights or claims against Mini-Circuits’ affiliates by virtue of this section 12(d) or the use by Recipient of the Mini-Circuits website.

a. Export Control. Sample Parts, technology, and Software (as defined in section 12(g)) will be exported from the United States in accordance with the U.S. Export Administration Regulations. Diversion contrary to U.S. law is prohibited. Recipient represents, warrants and covenants that Sample 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, Sudan, Syria or any other 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 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), (iii) to any Person on the then current Unverified List available at the Bureau of Industry and Security website (www.bis.doc.gov), (iv) to any Person on the then current Denied Persons List also available at the Bureau of Industry and Security website, (v) to any Person as specified in Entity List Supplement No. 4 to Part 744 of the U.S. Export Administration Regulations, or (vi) in any manner, to any Person, entity or country, or for any use, except in compliance with, and with all applicable licenses, license exceptions and approvals required under all applicable United States and foreign laws, rules, restrictions and regulations, including, without limitation, the U.S. Export Administration Regulations, the Arms Export Control Act, and the International Traffic In Arms Regulations. This provision shall also apply to direct products of such Specifications. Recipient acknowledges that Sample 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 Sample Parts falls within any of the Weapons Uses, Recipient shall immediately notify Mini-Circuits thereof in writing.

b. ITAR. In the event Recipient provides Mini-Circuits with technical data (within the meaning of the International Traffic in Arms Regulations, 22 CFR 120 (“ITAR”)), Recipient shall be responsible for complying with the following prior to providing any such technical data: (i) Recipient and Mini-Circuits shall have signed a prior written agreement that such technical data is to be handled in accordance with the provisions of ITAR, and (ii) Recipient shall specifically mark each item of technical data as “ITAR-controlled.” All such technical data shall be sent only to ITAR@minicircuits.com in accordance with the foregoing. In the event (x) Recipient fails to mark any item of technical data as “ITAR-controlled,” (y) there is no written understanding between Recipient and Mini-Circuits that such technical data is to be handled in accordance with ITAR, or (z) the technical data is sent to a recipient other than ITAR@minicircuits.com, Mini-Circuits will have no responsibility or liability to treat any information as technical data under ITAR and Recipient shall be barred from any recovery against Mini-Circuits with respect to the handling or export of any such technical data, and Mini-Circuits shall have no liability on account thereof, and same is hereby waived. Further, in such event, Recipient shall defend, indemnify and hold Mini-Circuits 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 Mini-Circuits directly or indirectly arising out of, relating to or resulting from a violation of ITAR with respect to any technical data subject to ITAR that is provided by Recipient. 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. Notice of Software License. In the event Sample Parts contain Software (as defined below) or Software is supplied to Recipient in connection with the request for, receipt of, or use of Sample Parts hereunder, the Software shall be subject to and used in accordance with Mini-Circuits’ 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 EZ-Sample Terms and any of the provisions of the MC License Agreement, the provisions which are more favorable to Mini-Circuits, as determined by Mini-Circuits, shall govern and control. For the purposes of these EZ-Sample Terms, the term “Software” shall mean all Mini-Circuits’ 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 Recipient in connection with Sample Parts.

a. It is acknowledged that a breach by Recipient of any provision of these EZ-Sample Terms will constitute a substantial impairment to Mini-Circuits of the value of the Order, Other Orders, and these EZ-Sample Terms permitting Mini-Circuits to, among other things, suspend performance.

a. Notices. All notices permitted, required or provided for by these EZ-Sample 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 Mini-Circuits, at the following address:

Scientific Components Corporation
d/b/a Mini-Circuits
13 Neptune Avenue
Brooklyn, New York 11235
Attention: Sales Supervisor
and if to Recipient, at the email address used by Recipient to submit an Order or at the shipment address for Sample Parts on file with Mini-Circuits. 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.

● Product Change Notification. 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.

● IRO Numbers. Internal reference only (or IRO) numbers are referenced at Recipient’s request for Recipient’s convenience. Any references by Mini-Circuits to part numbers, specifications, drawings or other technical documents contained in any documents issued by Recipient that are not currently authorized Mini-Circuits part numbers or documents as determined by Mini-Circuits (such unauthorized part numbers and documents are collectively, “Recipient Internal Reference Documents”) are referenced merely for Recipient’s internal reference convenience. Accordingly, Recipient Internal Reference Documents are not expressly or implicitly incorporated by reference herein, nor are they intended to be incorporated by reference herein, and they are not binding on Mini-Circuits or its affiliates.

● Wood Packaging. Wood packaging material that is compliant with International Standards for Phytosanitary Measures (“ISPM”) contains an official mark per the Revision of ISPM No. 15 (2009). Compliance with the Revision of ISPM No. 15 (2009) is based solely upon and in reliance of the presence of such official mark on the wood packaging material provided by Mini-Circuits’ suppliers without individual authentication by Mini-Circuits. Accordingly, Mini-Circuits assumes no responsibility for non-compliance therewith and Mini-Circuits shall have no liability therefor.

● Conflict Minerals. Mini-Circuits makes no representations or warranties of any kind and shall have no responsibility or liability whatsoever with regards to the origin or source of any “conflict minerals” (as defined in § 5102(e)(4) of the Dodd–Frank Wall Street Reform and Consumer Protection Act) which may be contained in any Sample Parts unless Mini-Circuits has provided Recipient with a written or electronic certification to the contrary. Such certification that Sample Parts are either (a) ‘DRC conflict free’ (as defined in 15 U.S.C. § 78m(p))), or (b) contain only conflict minerals sourced from smelters validated as compliant to Conflict-Free Smelter (“CFS”) protocol using the CFS Compliant Smelter List, if any, shall be subject to the assumptions, determinations, methodologies and qualifications set forth therein and as stated on Mini-Circuits’ website. To access, go to http://www.minicircuits.com, and click on the “Conflict Minerals” link under the “Quality” header.

a. Captions. The headings and subheadings of these EZ-Sample Terms are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent, or intent of these EZ-Sample Terms or any provisions hereof.

a. Severability. Any term or provision of these EZ-Sample Terms which is invalid or unenforceable in any jurisdiction on account of unconscionability or otherwise, shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of these EZ-Sample Terms or affecting the validity or enforceability of any of the terms or provisions of these EZ-Sample Terms in any other jurisdiction. Further, to the extent that any term or provision hereof is deemed so invalid, void or otherwise unenforceable, but may be made enforceable by amendment thereto, the parties agree that such amendment may be made so that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in any such jurisdiction in which enforcement is sought.

a. Waiver of Breach. Any waiver of any of the provisions of these EZ-Sample Terms shall not be effective unless made in writing and signed by Mini-Circuits.

a. Survival. The following sections 1, 2, 3, 7, 8, 9, 10, 11, and 12 shall survive the consummation, termination and cancellation of these EZ-Sample Terms.

a. Waiver of Breach. Unless Mini-Circuits expressly agrees in writing and such agreement specifically pertains to Sample Parts (i) Mini-Circuits will not make any change in its customary quality control procedures to comply with any quality control requirement of Recipient or its customers; and (ii) Mini-Circuits will not furnish any Specifications to Recipient or its customers.

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Scientific Components Corporation
Attention: Sales Supervisor
13 Neptune Avenue
Brooklyn, New York 11235