PURCHASE ORDER TERMS AND CONDITIONS

A. The term "LIS" as used herein shall mean Linear Integrated Systems, Inc.

B. The term "Buyer" as used herein shall mean the third party placing the purchase order.

SCOPE

The terms and conditions of sale contained herein shall apply to all quotations and offers made by and purchase orders accepted by LIS. These terms and conditions contained herein shall govern, and acceptance of Buyer's order is conditioned upon Buyer's acceptance of the terms and conditions contained herein irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of goods ordered hereunder. These terms and conditions may in some instances conflict with some of the terms and conditions on the Buyer's form of purchase order or otherwise specified by the Buyer or these terms and conditions may cover matters not addressed in the Buyer's documentation. Therefore acceptance of the Buyer's purchase order is made only on the express understanding and condition that insofar as the terms and conditions of this acceptance conflict with any terms and conditions of the Buyer's purchase order or cover matters not addressed in the Buyer's documentation, LIS's terms and conditions shall govern, irrespective of whether the Buyer accepts these conditions by written acknowledgement, by implication, or by acceptance and payment of goods ordered. LIS's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the terms and conditions of sale contained herein must specifically be agreed to in writing, signed by a corporate officer of LIS, before becoming binding on either party.
PRICES

Prices are quoted in U.S. Dollars, and are subject to modification or withdrawal without notice. Prices are firm and not subject to renegotiation except at LIS's sole discretion. Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of International duties, Foreign taxes, US Federal, US State, and local excise, sales and similar taxes.
PAYMENT TERMS

All payments shall be in U.S. Dollars. Where LIS has extended credit to the Buyer, the terms of payment shall be net thirty (30) days from the date of the LIS invoice, upon approval from LIS credit department. LIS reserves the right to require payment in advance or C.O.D.
TITLE AND DELIVERY

Unless otherwise agreed upon by LIS, all sales are made EX WORKS (Incoterms 2000) point of shipment in the United States. LIS's liability to deliver ceases upon making delivery of material purchased hereunder to a common carrier at shipping point in good condition. The title for the purchased goods shall not pass to the Buyer until LIS has received in full all Monies owed by the Buyer under this or any agreement. All claims for damages must be filed with the carrier. Claims against LIS for shortages must be made within thirty (30) days after arrival of shipment. LIS assumes no responsibility for delay, breakage or damage after having made delivery in good order to the carrier.Unless otherwise agreed upon by LIS, all sales are made EX WORKS (Incoterms 2000) point of shipment in the United States. LIS's liability to deliver ceases upon making delivery of material purchased hereunder to a common carrier at shipping point in good condition. The title for the purchased goods shall not pass to the Buyer until LIS has received in full all Monies owed by the Buyer under this or any agreement. All claims for damages must be filed with the carrier. Claims against LIS for shortages must be made within thirty (30) days after arrival of shipment. LIS assumes no responsibility for delay, breakage or damage after having made delivery in good order to the carrier.
ACCEPTANCE

The Buyer shall accept or reject nonconforming products within thirty (30) days of receipt of each shipment. No product returns will be accepted by LIS without an Return Material Authorization("RMA"). In the event that the Buyer does not notify LIS in writing of nonconforming products within thirty (30) days of delivery, the products shall be deemed accepted.
LIS WARRANTY

LIS warrants to the Buyer that the products covered hereby shall be free from defects caused by faulty workmanship and defective materials, and shall conform to LIS's applicable specifications for a period of one (1) year. "Specifications" as used herein shall mean the guaranteed minimum and maximum levels set forth on LIS's published datasheets in effect at the time of sale. The foregoing warranty does not apply to any products which have been subject to misuse (including static discharge), neglect, accident, or modification or which have been soldered or altered during assembly and are not capable of being tested by LIS under its normal test conditions. LIS makes no warranty with respect to sales of products purchased through unauthorized sales channels. LIS shall have no liability to the Buyer to the extent such failure is caused by noncompatibility with other components used by the Buyer. LIS shall make the final determination as to the existence or cause of any alleged defect. LIS's sole obligation and maximum liability to Buyer for products failing to meet the aforesaid warranty during the warranty period and which were found by LIS to be defective under the terms of this warranty shall be, at LIS's discretion, to rescreen, reprocess or replace the nonconforming product or issue Buyer credit for the purchase price of the nonconforming product, provide that; 1) LIS has received written notice of any nonconformity by Buyer within the warranty period, and 2) after LIS's written authorization to do so Buyer has returned the nonconforming product to LIS, freight prepaid, and 3) LIS has determined that the product is nonconforming and that such nonconformity is not a result of improper installation, repair, test, or other misuse by Buyer.

LIS's obligation to honor these warranties is contingent upon LIS's receipt of payment in full for these goods entitled to this warranty. LIS disclaims all other warranties, express, implied, or statutory, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. LIS has not authorized anyone to make representation or warranty other than as provided herein.

The foregoing states the entire warranty liability of LIS.
INFRINGEMENT

Buyer shall indemnify, defend and hold LIS harmless against any expense, damages, costs or losses resulting from any suit or proceeding brought for infringement of patents, trademarks, copyrights, trade secrets, or for unfair competition arising from compliance with Buyer's designs or specifications or instructions. LIS shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against the Buyer and Buyer will indemnify, defend and hold LIS harmless from any expenses, damages, costs, or losses resulting from any suit or proceeding brought against LIS, either severally, or jointly with Buyer, so far as such suit or proceeding is based on claims that use of any product or any part thereof, furnished hereunder, in combination with products not supplied by LIS constitute either direct or contributory infringement of any patent, or copyright of the United States. Sales of products or any parts thereof, hereunder confers on the Buyer no license under any patent rights of LIS covering or relating to (a) the structure of any devices to which the products or parts may be applied, or (b) a process or machine in connection with which they may be used.
FORCE MAJEURE

LIS shall not be liable for any failure to perform due to unforeseen circumstances or to cause beyond LIS's control. Examples of such causes are acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, labor or materials or for any other causes beyond LIS's reasonable control. In the event of any delay caused by such contingency, the date of delivery shall, at the discretion of LIS, be deferred for a period equal to the time of loss by reason of the delay.
CANCELLATIONS AND RESCHEDULES

No cancellations or reschedules will be accepted within thirty (30) days of the earliest requested ship date.
LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL LIS, ITS EMPLOYEES, OFFICERS, DIRECTORS, BE LIABLE TO ANYONE UNDER OR FOR BREACH OF THIS AGREEMENT, ANY PRODUCT ORDER, SCHEDULE OR TERM AND CONDITIONS HEREIN UNDER ANY CONTRACT, STRICT LIABILITY, TORT, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORSEEABLE OR FORESEEN, FOR: (1) BUSINESS INTERRUPTION COSTS, COSTS OF REWORK, RETESTING, PROCUREMENT OF SUBSTITUTE GOODS, REMOVAL AND REINSTALLATION OF GOODS; OR (2) ANY SPECIAL, INCIDENTAL EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR PROFIT, GOODWILL, LOSS OF REVENUE, OR LOSS OF UNITS; OR LOSS OF UNITS; REGARDLESS OF WHETHER LIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THERE IS A TOTAL AND FUNDAMENTAL BREACH OF THIS AGREEMENT OR WHETHER ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE LIMIT OF LIABILITY FOR ANY SUCH CLAIMS SHALL NOT EXCEED THE AMOUNT PAID OR REPAID ON ACCOUNT BY BUYER FOR THE GOODS GIVING RISE TO SUCH CLAIMS.
CONTROLLING LAW

The terms and conditions contained herein shall be governed by and construed under the laws of the State of California. The sole jurisdiction and venue for actions related to the subject matter herof shall be the state and U.S. federal courts in the State of California, located in Alameda County, California, U.S.A.
CHANGES TO SPECIFICATIONS

LIS reserves the right to modify the specifications of components offered by LIS without notice.
CONSEQUENTIAL DAMAGE

In no event shall any claim for consequential or special damages be made by either party.
SECURITY

Buyer hereby grants LIS a security interest in the product and proceeds therefrom as security for payment of the purchase price.
LIFE SUPPORT AND OTHER APPLICATIONS

LIS'S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS WITHOUT THE EXPRESS WRITTEN APPROVAL OF THE PRESIDENT OF LIS. Products sold be LIS are not designed, intended or authorized for use in but not limited to life support, life sustaining, nuclear, or other applications, in which failure of such products could reasonably be expected to result in personal injury, loss of life or severe property or environmental damage. Buyer acknowledges that the use of LIS goods in such applications is understood to be fully at the risk of the Buyer and that Buyer is responsible for verification and validation of the suitability of LIS's products in such application. Buyer agrees that LIS is not liable, in whole or in part, for any claim or damage arising from use in such applications. Buyer agrees to indemnify, defend and hold LIS harmless from and against all claims, damages losses, expenses and liabilities arising out of or in connection with such use.
GENERAL LEGAL
1. The terms and conditions herein, constitute the entire contract between the parties and supercede all previous communications, whether oral or written. Any changes to this contract must be made only upon mutual agreement of the parties in writing.
2. In the event that any section of these terms and conditions are deemed unenforceable, the remaining sections shall remain in force.
EXPORT CONTROL

Buyer agrees to comply with all applicable laws and regulations of the United States and of the destination country. Buyer understands that LIS is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibit export or diversion of LIS's products to certain countries, and agrees it will not knowingly assist or participate in any such diversion or other violation of applicable U.S. laws and regulations. Buyer warrants that it shall not sell any products in countries or to users not approved to receive classified technical equipment under applicable U.S. laws and regulations or that Buyer otherwise has knowledge of such laws and regulations, and that it will abide by such laws and regulations. Buyer shall hold harmless and indemnify LIS for any damages resulting to Linear from a breach of this paragraph by Buyer.
ARBITRATION

In the event that any dispute arises between LIS and Buyer with respect to any of the provisions herein or the performance of the terms and conditions hereof or any modification hereof by either parties hereto, such dispute, if not settled by negotiations between the parties within a reasonable time, shall be settled by arbitration in accordance with the rules then prevailing of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction. In any such proceeding the arbitrator shall make every reasonable effort to resolve the matter expeditiously and to reduce the costs of the proceeding. Neither party shall be entitled under any circumstances to receive punitive exemplary damages. Negotiation and/or arbitration results shall be treated as confidential. Unless the parties agree in writing, such arbitration shall be Fremont, California, U.S.A., and Buyer and LIS consent to jurisdiction and venue of the courts of California located in Alameda County, California. Judgement of arbitrator shall be final and binding. Each party hereto waives its right to appeal and/or a jury.
RELATIONSHIP OF PARTIES

LIS and Buyer expressly understand and agree the Buyer is an independent contractor in the performance of each and every part of this order, is solely responsible for all of its employees, agents and will indemnify LIS from any and all claims, liabilities, damages, debts, settlements, costs, attorney;s fees, expenses and liabilities of any type whatsoever that may arise on account of Buyer's activities or those of its employees or agents (including but no limited to, direct and indirect distributors or subdistributors), including but not limited to unauthorized representations or warranties (or failing to effectively disclaim all warranties and liabilities on behalf of LIS to the same extent as disclaimed herein) to its customers.
DELIVERY SCHEDULE

Buyer agrees and understands that any delivery schedule set forth herein or in any subsequent order or release is estimated only and is presented in good faith by LIS. LIS shall not be liable to the Buyer for failure to meet any delivery schedule or for the costs of procurement of substitute goods. LIS reserves the right to make deliveries in installments.
LEAD FREE, ROHS COMPLIANT PARTS

LIS warrants to the Buyer to deliver products to be lead free and ROHS Compliant when ordered correctly from and shipped directly from LIS or it's franchised and authorized distributors to the Buyer. LIS warrants these parts to have the same electrical performance as the non-lead free, non-RoHS Compliant versions. LIS does not warrant the lead free and RoHS packaging to be as reliable or more reliable as the non-lead free, non-Rohs complaint packaging. LIS will not be liable for any packaging related failures of the lead-free, RoHS compliant packages including but not limited to tin-whiskers related failures. LIS will not be liable for damages to the Buyer as a result of using non-lead free, non Rohs compliant parts in their end products that requires lead-free Rohs compliant parts. Buyer shall indemnify, defend and hold LIS harmless against any expense, damages, costs or losses resulting from any suit or proceeding brought for the Buyer using non-lead free, non Rohs compliant parts in their end products which require lead-free Rohs compliant parts. LIS shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against the Buyer. Buyer will indemnify, defend and hold LIS harmless from any expenses, damages, costs, or losses resulting from any suit or proceeding brought against LIS, either severally, or jointly with Buyer, so far as such suit or proceeding is based on claims including but not limited to the supplying any non-lead free, non Rohs compliant parts in products that require lead-free Rohs Compliant parts. Non-lead free, non Rohs compliant parts will not be eligible for return for credit or replacement for failure to be lead free, and or Rohs compliant packaging unless LIS agrees that the customer did order the lead-free, Rohs compliant correctly, and that LIS shipped a non-lead free, non Rohs compliant part in error to the Buyer.
PRODUCT DISCONTINUANCE

LIS reserves the right to discontinue any product at any time. LIS will attempt to provide customers with a 12 month notice of product discontinuances. In the event LIS is unable to provide the Buyer or third party with 12 months notice of product discontinuance, LIS will not be liable for any cost or damages to the Buyer or any third party as a result of the LIS product discontinuance and or lack of 12 month product discontinuance notice to the Buyer or third party.
LIS ORDER ACCEPTANCE

LIS reserves the right to not to accept a purchase order. This is includes but is not limited to new Buyer, or existing Buyer. LIS will not be liable for any cost or damages to the Buyer or any third party as a result of the LIS non acceptance of a purchase order and or lack of prior notice.
MIL-STD CLASS H AND CLASS K APPLICATIONS

LIS'S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN MIL-STD CLASS H AND CLASS K DEVICES OR SYSTEMS WITHOUT THE EXPRESS WRITTEN APPROVAL OF THE PRESIDENT OF LIS.

Products sold be LIS are not designed, intended or authorized for use in but not limited to Mid-Std Class H and Class K devices or systems, or other applications. Buyer acknowledges that the use of LIS goods in such applications is understood to be fully at the risk of the Buyer and that Buyer is responsible for verification and validation of the suitability of LIS's products

in such application. Buyer agrees that LIS is not liable, in whole or in part, for any claim or damage arising from use in such applications. Buyer agrees to indemnify, defend and hold LIS harmless from and against all claims, damages losses, expenses and liabilities arising out of or in connection with such use.
DATECODE POLICY

LIS does not accept any restrictions on the sale or shipment of parts based upon the device datecode. LIS reserves the right to ship any datecode for customer orders and samples. LIS does not acknowledge the existence of a correlation between field failures and datecodes in excess of 36 months. The LIS Warranty applies to all products regardless of device datecodes.