Vendor Purchase Order Terms

1. ACCEPTANCE; TERMS.

1.1 This order constitutes an offer by Planar Systems, Inc. ("Buyer") to purchase from Seller the items specified on the face hereof. This offer is expressly conditioned on, and limited to, Seller's acceptance of the terms specified herein in their entirety without any additions, deletions, modifications or exceptions. This order is not an acceptance of any prior offer by Seller and is not a confirmation of any previous oral or written communication or agreement.

1.2 This order shall become the exclusive and binding contract respecting the items specified on the face hereof only upon acceptance by Seller. Acceptance will be indicated by Seller by either (i) shipment of any part of this order, (ii) written acknowledgement of this order by Seller, or (iii) any other definite act or expression of acceptance by Seller. Prior to acceptance by Seller, this order shall remain revocable in whole or in part by Buyer for any reason whatsoever.

1.3 Any terms, conditions, quotations or proposals submitted by Seller (in any invoice, separate acknowledgement or other communication) that are different from or in addition to the terms and conditions contained in this order are objected to and hereby rejected by Buyer, shall not be effective or binding, and shall not become a part of the contract between Buyer and Seller. Buyer's silence or failure to respond to any such term, condition, quotation or proposal submitted by Seller shall not be deemed to be an acceptance or approval thereof.

1.4 As used herein, the term "purchase and sale contract" shall mean this order and any designs, specifications or addendums attached hereto by Buyer, or incorporated herein by reference. This purchase and sale contract constitutes the entire, final and complete agreement and understanding of the parties with respect to the sale of the items specified on the face hereof, and supersedes and replaces any and all written and oral agreements and understandings heretofore made or existing by and between the parties or their representatives with respect thereto. This purchase and sale contract may not be amended, modified or supplemented unless specifically agreed to in writing by a duly authorized representative of Buyer, and shall not be qualified or interpreted by any trade usage or prior course of dealing not expressly made a part hereof.

2. DELIVERY; RISK OF LOSS; PACKAGING.

2.1 Buyer's production schedules are based upon the agreement that Seller will deliver the items ordered herein to Buyer by the respective delivery dates specified on the face of this order. Seller acknowledges that time is of the essence of this purchase and sale contract and agrees to deliver the items ordered herein to Buyer on or before the required delivery dates specified on the face of this order. In the event Buyer fails to deliver conforming goods within the times so specified, Buyer may reject such goods, cancel this order and purchase the goods elsewhere and hold Seller accountable therefor.

2.2 Unless otherwise specified on the face of this order, all items purchased from Seller pursuant to this order shall be delivered F.O.B. Buyer's place of destination. Shipment and delivery shall be in strict compliance with the instructions on the face of this order. Seller shall pay all packaging, freight, shipping and insurance charges and shall bear all risk of loss or damage from any cause whatsoever until acceptance by Buyer at Buyer's destination point. Title to the items ordered herein shall pass from Seller to Buyer upon acceptance by Buyer at Buyer's destination point.

2.3 Unless otherwise specified on the face of this order, Seller shall package all items to be delivered hereunder, at no additional charge or deposit for packing or containers, to permit efficient handling, to secure the lowest transportation and insurance costs, and to comply with all applicable laws and governmental regulations. Each package shall be numbered and labeled with Buyer's order number, stock number, contents, quantity, and weight; shall contain an itemized packing slip; and shall be properly prepaid for shipping to secure lowest transportation and insurance rates and otherwise meet carrier's requirements. No charges to the Buyer shall be allowed for packing, cartage, unloading, assembling, or installation, unless specified on the face of this order.

3. INSPECTION; NONCONFORMING GOODS.

3.1 All items ordered hereunder, and all components thereof, shall be subject to inspection, testing and approval by Buyer before acceptance. Buyer's final inspection and acceptance shall be at Buyer's premises, notwithstanding any prior payment or prior inspection at source or elsewhere. Acceptance of the goods by Buyer shall not be deemed to alter or affect the obligations of Seller or the rights of Buyer under Seller's warranties, or to waive any latent defect.

3.2 Buyer may reject all defective or nonconforming goods, including without limitation all goods packaged or shipped contrary to Buyer's instructions, and either return the same to Seller or hold the same for Seller at Seller's sole risk and expense. Seller shall pay all expenses incurred by Buyer in inspecting, unpacking, examining, repacking, storing, and reshipping any rejected goods. The remedies afforded Buyer under this Section 3.2 shall not be exclusive, as Buyer shall have the right to hold Seller liable for any and all damages incurred by Buyer as a result of any breach of this purchase and sale contract.

4. PRICE; PAYMENT.

4.1 The prices on the face of this order include all costs and charges to Buyer and shall not be subject to any increase. If Seller's quoted prices for the items covered by this order are reduced (whether in the form of a closeout, rebate, allowances, or additional discounts offered to anyone else) at the time of any shipment, Seller agrees that the price to Buyer for such items will be reduced accordingly, and that Buyer will be billed at such reduced prices. If a price is not recorded on the face of this order, such price shall be that of the last previous order given by Buyer to Seller, or the prevailing market price, whichever is lower, subject, however, to the provisions of this Section 4.1.

4.2 Unless otherwise specified on the face of this order, the prices set forth herein include all costs and charges to Buyer, specifically including without limitation all applicable federal, state, local and other governmental taxes or excises, as well as all customs duties, tariffs and other similar charges, however designated.

4.3 Seller represents and warrants that the prices charged in this order and the terms hereof are now, and will at the time of each shipment or performance hereunder by Seller be, no less favorable to Buyer than the prices and terms now and then given by Seller to Seller's other customers in transactions involving similar terms and quantities. Seller further represents and warrants that the prices and terms of purchase, and any allowances available, shall be in full compliance with the Robinson Patman Act.

4.4 Unless Buyer otherwise specifies in writing, payment shall be made within sixty (60) days after Buyer's actual receipt and acceptance of the items ordered hereunder.

5. BUYER'S PROPERTY; CONFIDENTIALITY.

5.1 If Buyer provides any information, material or tools, including, but not limited to, designs, drawings, specifications, dies, patterns or any other equipment, for Seller's use to perform this purchase and sale contract, Seller shall use such information, material and tools solely for that purpose, and no other purpose, and shall not reveal or disclose the same, directly or indirectly, to any person or entity. All such information, material or tools furnished or specifically paid for by Buyer shall remain the property of Buyer, shall be clearly identified as the property of Buyer, shall be kept separate from other materials or tools of Seller, and shall be returned to Buyer at any time at its request and in any event upon completion of this order. Seller agrees that it will follow normal industry practice in the identification and maintenance of property control records on all such materials and tools and will make such records available for inspection by Buyer. Seller assumes liability for all loss, damage and taxes with respect to all such material and tools while in Seller's custody, care or control, or in the custody, care or control of carriers, and shall repair all such material and tools at its own cost and expense and supply a detailed list of such materials and tools to Buyer at its request and in any event upon completion of this order.

5.2 When Buyer furnishes any material, in whole or in part, for the manufacture of parts or assemblies, Seller shall not substitute material from any other source nor alter such material's physical or chemical properties except in accordance with applicable Buyer specifications or upon Buyer's written consent.

5.3 Seller shall not, during the performance of this purchase and sale contract or thereafter, reveal, communicate or disclose any information it receives from Buyer, directly or indirectly, under any circumstance or by any means, to any person or entity, other than its own employees who have a need to know such information for the limited purpose of performing Seller's duties and obligations under this order, provided, however, prior to any such disclosure Seller shall inform such employees of the confidential nature of such information and their obligations hereunder and shall exert its best efforts to prevent such employees from making any disclosures prohibited hereunder. Seller shall not, during the performance of this purchase and sale contract or thereafter, directly or indirectly, copy or make any commercial or other use whatsoever of any information that it receives from Buyer, except as may be necessary to perform its duties and obligations under this order. Seller agrees, upon termination of this purchase and sale contract, or otherwise as requested, to promptly return to Buyer all documentation and other materials containing information received from Buyer.

5.4 Seller shall not disclose to Buyer any information that Seller deems confidential, and it is understood that no information received by Buyer, including manuals, drawings, and documents, will be of confidential nature or restrict in any manner the use or disclosure of such information by Buyer. Seller agrees that any legend or other notice on, or pertaining to, any information or materials supplied by Seller that is inconsistent with the preceding sentence, shall create no liability on Buyer's behalf.

5.5 Seller shall immediately notify Buyer if Seller is, or becomes aware of, any right or protection accorded a third party that may affect Seller's ability to provide goods under this purchase and sale contract or limit Buyer's freedom to use or sell such goods anywhere in the world.

5.6 If Seller subcontracts any work under this purchase and sale contract pursuant to Section 8 hereof, Seller shall include in all contracts with said subcontractors a provision which binds the subcontractors to, and confers upon the Buyer the rights contained in, this Section 5.

6. CHANGES.

6.1 Buyer shall have the right, at any time before full completion of this order, to terminate this order in whole or in part and to make changes in quantities, specifications, designs, packaging and shipping instructions, and place and time of performance and delivery with respect to all or any part of this order. No modification of this order shall be binding on Buyer unless such modification is in writing and signed by a duly authorized representative of Buyer.

6.2 If such changes affect the cost of furnishing Seller's goods, the price of such items shall be equitably adjusted but only by mutual agreement of the parties. Seller shall present claims for adjustment in writing within ten (10) working days of receiving Buyer's notice of change, but shall effect the change immediately upon receiving Buyer's notice with respect to all goods not yet manufactured as of that time.

7. WARRANTIES OF SELLER.

7.1 SELLER WARRANTS THAT ALL GOODS AND WORK SUPPLIED BY SELLER HEREUNDER, AND ALL PARTS AND COMPONENTS THEREOF, (i) WILL STRICTLY CONFORM TO, AND FUNCTION IN ACCORDANCE WITH, ALL DESIGNS, SPECIFICATIONS, DRAWINGS, SAMPLES OR OTHER DESCRIPTIONS FURNISHED BY BUYER HEREUNDER, (ii) EXCEPT SOLELY TO THE EXTENT MANUFACTURED TO BUYER'S DESIGN, WILL BE FIT FOR THE INTENDED PURPOSE AND FREE FROM DESIGN DEFECTS, (iii) WILL BE OF GOOD QUALITY AND FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP; AND (iv) EXCEPT SOLELY TO THE EXTENT MANUFACTURED TO BUYER'S DESIGN, WILL NOT, EITHER ALONE OR IN COMBINATION WITH OTHER MATERIALS, INFRINGE OR CONTRIBUTE TO THE INFRINGEMENT OF ANY PATENTS, TRADEMARKS, COPYRIGHTS, TRADE SECRETS, OR OTHER INDUSTRIAL PROPERTY RIGHTS, EITHER IN THE UNITED STATES OF AMERICA OR FOREIGN COUNTRIES.

7.2 The foregoing warranties, together with all other express and implied warranties of Seller, shall run in favor of Buyer and its successors, assigns, customers and users. The foregoing warranties shall survive any inspection, delivery or acceptance of the goods, or any payment for the goods, by Buyer, and shall survive the expiration or termination of this purchase and sale contract.

8. ASSIGNMENT AND SUBCONTRACTING. Seller shall not subcontract any of the work to be performed hereunder, or any portion thereof, or otherwise assign any of its rights, or delegate any of its obligations hereunder, directly or indirectly, without the prior written consent of Buyer, provided, however, such restrictions shall not apply to Seller's purchase of raw materials and standard commercial supplies in performing its obligations hereunder. Any attempted assignment or delegation without Buyer's prior written consent shall be null and void.

9. SETOFFS AND COUNTERCLAIMS. All claims for moneys due or to become due from Buyer shall be subject to deduction by Buyer for any setoff or counterclaim arising out of this purchase and sale contract or any other contract between Buyer and Seller.

10. TRADEMARKS; TRADE NAMES. Buyer is the exclusive owner of various trademarks, service marks, trade names and logos used from time to time by Buyer in connection with the manufacture, sale or service of its products, and the goodwill associated therewith (collectively "the Trademarks"). Seller shall have no right to use, and shall not use, the corporate name of Buyer, or any of the Trademarks, or any confusingly similar names or marks. Nothing in this order shall be construed as granting by implication, estoppel or otherwise, any license or rights under any trademarks, service marks, trade names, patents, inventions, copyrights, know-how, trade secrets, or other proprietary rights of Buyer.

11. INDEMNIFICATION. Seller shall indemnify, defend and hold Buyer and its officers, directors, employees and agents, and its successors, assigns, customers and users, harmless from and against all claims, suits, losses, liabilities, damages, costs and expenses (including without limitation attorney fees) arising out of or resulting from (i) the defective or allegedly defective manufacture or assembly of any item ordered hereunder, (ii) any breach of warranty contained herein or otherwise given by Seller to Buyer in connection with this order, (iii) any claim that the manufacture, sale or use of the items ordered hereunder, or any part thereof, either alone or in combination with other materials, infringe or contribute to the infringement of any patent, trademark, copyright, trade secret or other industrial property right, and (iv) any breach by Buyer of any of its covenants or obligations under this purchase and sale contract. Seller's obligation to indemnify Buyer under this Section 11 shall survive the termination or cancellation of this purchase and sale contract.

12. CANCELLATION. Without prejudice to any of its other rights under this purchase and sale contract or applicable law, Buyer reserves the right, at any time, and from time to time, without cause, to cancel all or any part of the undelivered portion of this order, without liability or penalty to Seller, and to terminate this purchase and sale contract. Under no circumstances shall Buyer be liable to Seller for any consequential, incidental, indirect or special damages (including without limitation damages for anticipated or projected profits, costs of tooling or equipment, sales or agents commissions, or attorney's fees) arising from, or in any way related to any cancellation or termination of, or change to, this order.

13. WAIVER OF LIENS AND CLAIMS. Seller waives and relinquishes all liens and claims, statutory or otherwise, which Seller now has or may hereafter have as a result of labor done and materials furnished by Seller in performance of this purchase and sale contract.

14. COMPLIANCE WITH LAWS. Seller shall, in the performance of this purchase and sale contract and the manufacture, sale and delivery of the items specified herein, strictly comply with all applicable laws, rules, regulations, ordinances, directives, orders or other requirements of all local, state, and federal governments, and all subdivisions thereof, specifically including without limitation the Fair Labor Standards Act, as amended, and shall, upon request, furnish Buyer a certificate to such effect in such form as Buyer may from time to time require.

15. GOVERNING LAW AND VENUE. This purchase and sale contract shall be governed by, and construed, performed and enforced in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any suit or action arising out of or in connection with this purchase and sale contract, or any breach hereof, shall be brought and maintained in the federal or state courts in Portland, Oregon. The parties hereby irrevocably submit to the jurisdiction of such courts for the purpose of such suit or action and hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such suit or action in any such court.

16. MISCELLANEOUS. In the event any provision or portion of this purchase and sale contract is held to be unenforceable or invalid by any court of competent jurisdiction, the remainder of this purchase and sale contract shall remain in full force and effect and shall in no way be affected or invalidated thereby. The provisions of this purchase and sale contract shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No waiver of any provision of this purchase and sale contract shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. The provisions of Sections 5, 7, 10, 11 and any other obligations and duties which by their nature extend beyond the termination, cancellation or expiration of this order, shall survive any termination, cancellation or expiration and remain in effect.