Online Terms of Sale
Unless otherwise specifically agreed in writing by MICO, Incorporated (“Seller”), the terms and conditions of sale set forth herein, together with any other documents issued by Seller pertaining to this transaction, contain the sole and exclusive terms and conditions which shall apply to the sale by Seller of Seller’s goods and services (“Products”) to the buyer (“Buyer”) through Seller’s web site (the “Web site”).  Buyer’s placement of an order for Products through the Web site and clicking of the “Accept” button to place the order constitutes Buyer’s assent to and acceptance of these terms and conditions of sale.  Any additional or different terms or provisions communicated by Buyer to Seller relating to the sale of Products shall not apply to such sale and are hereby rejected by Seller. 

Pricing and Payment
All prices for Product shall be as set forth on the Web site on the date of placement of the order for Products.  All amounts stated in conjunction with your order and any invoices or documentation related hereto shall be stated in U.S. dollars and all amounts payable hereunder shall be paid in U.S. dollars, unless otherwise specifically agreed in writing by the parties. All payments for Products through the Web site shall be made by credit card unless Seller has made other payment arrangements with Seller that have been specifically accepted and confirmed by Seller in writing.  If payment is received more than thirty (30) days after the due date, a service charge of 1 ½% per month (18% annual rate), or such lesser rate as may be permitted by law, shall be payable from the due date until the date payment is received. 

Delivery
All Products are delivered Ex Works Seller’s dock (INCOTERMS 2000).  Product shall be packaged for shipment in Seller’s standard packaging.  Title and risk of loss or damage to the Products passes to Buyer on delivery.  Buyer shall be responsible for all costs of shipping, insurance, customs duties, port charges, forwarder or broker fees and any and all export or import permits or authorizations, regardless of who makes arrangements for the shipment of Products.  

Taxes
Any tax imposed by any Federal, state or other governmental authority on or with respect to the sale, purchase, delivery or use of Products sold hereunder shall be the responsibility of Buyer in addition to the price and other charges, unless Buyer provides Seller with a tax exemption certificate acceptable to the relevant taxing authorities. 

Indemnification
Buyer shall indemnify, save and hold harmless Seller from any and all losses, expenses, damages, liabilities and claims, including but not limited to personal injuries, property damage, indirect, special, incidental, consequential and/or punitive damages and reasonable attorneys’ fees, arising from Buyer’s breach of or failure to comply with any of the terms and provisions of these terms and conditions of sale or arising from the resale of the Products, the modification of Products by Buyer or third parties or the use of Products in an abusive manner or not pursuant to operating or maintenance instructions or specifications provided by Seller. 

Online Sale Limited Warranty
The warranty for Products is the warranty posted on the Web site on the date of Buyers placement of the order for Products and designated as applicable for the Product(s) purchased hereunder.  Seller reserves the right to modify any Product warranty from time to time by posting such warranty on the Web site; provided, however, the warranty in effect on the date Buyer placed its order for Products shall be the warranty applicable to the Product for the warranty period stated in the warranty, if any.  Seller’s sole liability and Buyer’s sole remedy for a breach of any applicable warranty is the repair or replacement of the affected Product, in Seller’s sole discretion, pursuant to the process set forth in the applicable warranty.

Limitation of Liability
Seller shall not be liable, whether in contract, in tort, or otherwise arising in any way in connection with Products sold hereunder, the non-delivery of said Products or in any other fashion in connection with sales evidenced hereby; (a) for any indirect, incidental, special, consequential or punitive damages, loss or expense (including lost profits or downtime), or (b) any amounts in excess of the amount paid for Products by Buyer in connection with which the liability arises.

Inspection; Acceptance
Buyer shall inspect Products delivered hereunder within thirty (30) business days after the date of delivery and within said period of time shall send Seller a written notice fully specifying in detail any respects in which said goods are non-conforming.  Failure to send said written notice shall constitute waiver of Buyer’s claims for all non-conformities that an inspection, whether or not in fact carried out, should have discovered.  Buyer shall be deemed to have accepted Products delivered hereunder unless within thirty (30) business days after the date of delivery of said Products, Buyer sends Seller a written notice of rejection accompanied by a written statement detailing the grounds for rejection.

Causes Beyond Seller’s Control
Seller will not be liable for any delay in performance or nonperformance hereunder in connection with the sale evidenced hereby, or for any damages, loss or expense suffered by Buyer by reason of such delay or non-performance is, directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, materials or supplies, transportation delays, acts by Buyer, delay or non-performance by Seller’s suppliers or any other cause or causes whether or not similar in nature to any of those listed above, beyond Seller’s control.

Buyer Specifications
If any products sold hereunder are manufactured to Buyer’s plans or specifications, Buyer shall indemnify and hold Seller harmless from and against any suits, claims, losses, expenses or other liabilities, whether in the nature of losses, personal injury, intellectual property infringement or otherwise, which arise, for whatever reason, from the sale or use of products manufactured to Buyer’s plans or specifications unless due to the sole fault or negligence of Seller.  Unless otherwise agreed in writing by Seller, any tools, machines, dies or other materials used in producing products to Buyer’s specifications shall remain the property of Seller.

Choice of Laws; Dispute Resolution
These terms and conditions of sale shall be construed and interpreted under the laws of the State of Minnesota, U.S.A., without regard to conflicts of law principles, except for delivery terms which shall be governed by INCOTERMS 2000.  The parties specifically disclaim application of the U.N. Convention on the International Sale of Goods.  The parties agree that any action, suit or proceeding in respect of or arising out of this these terms and conditions of sale or their validity or performance shall be initiated and prosecuted as to all parties and their heirs, successors and assigns exclusively in the courts in Blue Earth County, Minnesota or the federal courts of the District of Minnesota.  The parties consent to and submit to the exercise of exclusive jurisdiction over their respective persons by any court situated in, or having jurisdiction over, Blue Earth County, Minnesota and having jurisdiction over the subject matter of the dispute.  The parties waive any objection based on forum non conveniens and any objection to venue of any action instituted under these terms and conditions of sale, and consent to the granting of such legal or equitable relief as is deemed appropriate by the court.

Miscellaneous
Any action arising hereunder or in connection with the sale evidenced hereby, whether in contract, in tort, or otherwise, other than an action for failure to make payment of the purchase price specified herein, must be commenced within one (1) year after the date the cause of action accrues.  These terms and conditions of sale and all schedules or exhibits referenced herein constitute the entire agreement between Seller and Buyer with regard to the subject matter hereof and supercede all previous agreements and understandings, whether written or oral, between the parties regarding the subject matter hereof.  These terms and conditions of sale may be modified only by written agreement signed by Seller and Buyer and not by any oral waiver or course of conduct.  If any provision of these terms and conditions of sale is declared invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that these terms and conditions of sale shall endure except for the provision declared invalid or unenforceable.  In such event, the parties shall consult and use their best efforts to agree upon a valid and enforceable provision which will be a reasonable substitute for such invalid or unenforceable provision in light of the original intent of the parties upon entering into these terms and conditions of sale.  Buyer acknowledges that Products and related technology purchased hereunder may be subject to the export control laws of the United States and Buyer agrees to comply with any such export control laws applicable to the purchase, export or re-export of the Products or related technology.