EPIX INC. TERMS OF SALE & QUOTATION

EPIX INC. Terms of Sale & Quotation supersede and take precedence over all other documents - specifically including terms on purchase orders, requests for quotation and requests for proposals. No modification is effective unless signed by an officer of EPIX INC.; clause (6)(h) can only be modified by the express written agreement of the president of EPIX INC.

This document appears on the INTERNET at www.epixinc.com/legal/termsofsale.htm .

1. Terms of Sale are Net 30 day payment with approved credit in U.S. Dollars upon shipment from our Buffalo Grove plant in Lake County, Illinois under the Illinois Uniform Commercial Code (810 ILCS 5/).


2. All shipments are EXW our Buffalo Grove plant and EPIX INC. shall have no responsibility for loss or damage once product has been accepted by freight carrier. Customer may request prepaid shipment or shipping insurance, which will be invoiced as separate line items.


3. EPIX INC. will ship to international customers in accordance with export regulation of the United States. The cost of preparing documents and complying with export regulations will be invoiced as one or more separate line items.


4. EPIX INC. will invoice Illinois Sales Tax as a separate line item for products sold to a company doing business in Illinois or providing an Illinois shipping address - unless Customer provides a satisfactory sales tax certificate for resale or other purpose.


5. Merchandise manufactured by EPIX INC. bears one or more of the following Registered Trademarks: EPIX®, EPIXINC®, PIXCI®, or SILICON VIDEO®. Merchandise manufactured by other companies will bear their trademarks.


6. EPIX INC.:
   
   1. Warrants that it has clear title to all products sold to Customer.
   
   
   2. Warrants that it has complied with applicable laws and regulations and will supply Customer upon its request with documentation, which may be invoiced as one or more separate line items.
   
   
   3. Warrants that all products bearing an EPIX INC. Registered Trademark were engineered and manufactured in the United States of America from domestic or imported components.
   
   
   4. Extends a LIMITED WARRANTY of merchantability that is primary for all products bearing an EPIX INC. Registered Trademark for a period of one year from invoice date.
   
   
   5. Extends a LIMITED WARRANTY of merchantability for products not bearing an EPIX INC. Registered Trademark that is secondary to the manufacturer's warranty for a period not to exceed one year or that of the manufacturer's warranty, whichever is less, from invoice date.
   
   
   6. DECLINES TO EXTEND ANY WARRANTY OF FITNESS for any purpose unless EPIX INC. enters into a separate Engineering Services agreement that may contain a Limited Warranty of Fitness.
   
   
   7. Extends a LIMITED WARRANTY that any product bearing an EPIX INC Registered Trademark did not infringe a United States Patent, Registered Trademark or Copyright at the date of shipment.
   
   
   8. DECLINES TO AUTHORIZE the use of any products, whether or not bearing an EPIX INC. trademark, as critical components in life support devices or systems without the express written approval of the president of EPIX INC.
   
   EPIX INC. shall only be responsible for any required repair or replacement of a defective component or a refund of the price paid by the Customer for the line item of a defective or infringing product. EPIX INC. shall not be responsible for any direct or consequential damages of any kind that Customer may incur.


7. Any response to a Request For Quotation or a Request For Proposal shall be open for acceptance for a period of 30 days after the date of the response. Acceptance must be received no later than the close of business on the 30th day - except when that day is a holiday or weekend, in which case by the close of the next business day. Acceptance must be unconditional in order to form a sales contract.


8. EPIX INC. will endeavor to process and ship Customer's order with dispatch; however, it shall not be liable to Customer for any penalty or cost arising from any delay caused by part shortages, shipping interruptions, unforeseen events or any other circumstances.


9. EPIX INC. and Customer agree that any dispute over the interpretation of a document or responsibility of either party shall be submitted to an arbitrator having an office in Lake County, Illinois under the terms of the Illinois Uniform Arbitration Act (710 ILCS 5/). A decision by an arbitrator - including an apportionment of costs - shall be final and enforceable. The Circuit Court of Lake County, Illinois shall have sole and exclusive authority to enforce the arbitrator's decision.