This Agreement is made effective as of the date first referenced above between ARDRON-MACKIE LIMITED (“Ardron”) and Customer (identified above). Customer wishes to purchase from Ardron certain parts (the “Parts”) which are (a) non-cancelable/non-reschedulable/non-returnable for reasons of obsolescence and/or non-standard character and/or otherwise, (b) Customer Specific due to the nature of the Parts, and/or (c) standard but constitute a high risk. In the event that Customer wishes, from time to time, to procure additional quantities of the Parts, the parties shall complete and approve an additional agreement. This Agreement constitutes a firm order for the Parts which is non-cancellable and non-reschedulable, and, except for returns made in accordance with the applicable manufacturer’s warranty, the Parts are non-returnable for any reason whatsoever, including, without limitation, any force majeure. Customer may release the Parts as it sees fit. As of the Final Release Date referenced above (which shall in no event exceed 6 months following the Effective Date), all Parts remaining in Future’s inventory shall be released and invoiced to Customer using the Customer P.O. number to be issued pursuant to this Agreement, and Customer shall accept and pay for same. Any delays by Ardron in delivering Parts (i) that are due to manufacturer’s lead times or to any cause beyond Ardron’s reasonable control shall not give rise to liability on the part of Ardron, and (ii) shall not affect the binding character of this Agreement nor Customer’s commitments hereunder. Customer’s liability to Ardron for the Parts (in the quantities set forth above) shall be the aggregate of the full purchase price of all the Parts: (i) on order by Customer with Future; (ii) on order by Future with its supplier; (iii) in transit to Ardron or Customer; (iv) held in Ardron’s inventory for Customer; and (v) already shipped to Customer. If market conditions change, Ardron reserves the right, in its sole discretion and upon 30 days’ notice to Customer, to cease any stocking of all or a portion of the Parts until a new price has been negotiated and agreed to in writing by both parties in a modified Schedule “A”. Customer shall be entitled to purchase the quantity of Parts stocked by Ardron at the time of notification at the original price within 30 days from the notification to Customer, provided that Ardron's cost (including debit cost) for the then existing stocked Parts has not been increased by Ardron’s supplier. The new pricing will apply to all subsequent stocked Parts. Notwithstanding anything to the contrary contained herein, Ardron reserves the right to increase prices immediately for all Parts (i) on order by Ardron with its supplier; (ii) on order by Customer with Ardron; (iii) in transit to Ardron; or (iv) held in Ardron’s inventory in the event of an increase in Ardron’s cost for such Parts (including debit cost). Except as otherwise provided herein, the sale of Parts will be governed by the terms and conditions contained in any formal agreement currently in place between the parties (“Main Agreement”). In the absence of a Main Agreement, the sale of Parts will be subject to Ardron’s standard Terms and Conditions of Sale (available at www.futureelectronics.com) which form an integral part hereof. In the event of conflicts or inconsistencies between the Main Agreement and this Agreement, the terms of the former shall prevail. This Agreement represents the complete understanding of the parties and overrides all incompatible provisions contained in the Customer’s purchase order or other document emanating from either party. Given the nature of the Parts, Ardron reserves the right to cancel this Agreement within 7 business days following Customer’s acceptance thereof.