TERMS AND CONDITIONS

1. Prices are exclusive of sales, uses, transfer, or similar taxes including for greater certainty the Goods and Service Tax. Customer agrees to pay any tax imposed by law, Government agency, and/or board, affecting the products bought from Matrox, herefter defined as Matrox Product(s). Customer will pay such tax in addition to the amount of each invoice at the same time invoice becomes due and payable.

2. Customer shall pay invoices within thirty (30) days from the date of invoice. Matrox reserves the right to change these credit terms at any time when, in Matrox's opinion, Customer's financial condition or previous payment record so warrants. Overdue amounts shall accrue interests at the rate of 1 ½ percent per month (eighteen (18%) percent per annum) or at the highest interest rate allowed by law, if less. Customer agrees to pay all costs and attorney fees incurred in collection of all overdue invoices and accounts.

3. Unless otherwise indicated, all prices for Matrox Products to be delivered in Canada are in Canadian dollars. All prices for Matrox Products to be delivered elsewhere are in U.S. dollars.

4. If any price has been determined on the basis of specifications or other data furnished or accepted by the Customer, such price may be modified by Matrox in the event that such specification or data is subsequently modified, corrected or completed by the Customer.

5. Delivery is subject to the Matrox Product availability at the time customer's order is received. Matrox will make every reasonable effort to meet delivery dates, but will not be liable for failure to meet such dates. Matrox shall not be liable for failure to deliver Matrox Products or delays in delivery of Matrox Products occasioned by causes beyond its control, including without limitation strikes, lockouts, fires, embargoes, war or other outbreaks of hostilities, acts of God, inability to obtain shipping space, machinery breakdowns, delays of carriers or suppliers and governmental acts or regulations or for which commercially reasonable efforts have been made.

6. Customer agrees that the title to the Matrox Product is reserved by and remains vested in Matrox until the purchase price is paid in full. If Customer shall fail to pay any part of the purchase price when due and if Customer does not remedy such default within fifteen days (15) following receipt of a written notice by Matrox to do so, Matrox may take possession of said Matrox Product.

7. Notwithstanding the preceding paragraph, the risk of loss passes to Customer upon delivery to carrier at EXWORKS Matrox warehouse.

8. All shipments are EX WORKS Matrox warehouse. All charges for handling, insurance, transportation and storage of any Matrox Product shall be paid by the Customer. However, Matrox may, at the request of the Customer, arrange for and prepay such charges with the understanding that these charges will subsequently be repaid to Matrox by the Customer. These charges are due and payable upon receipt of an invoice relating to same. Any change shall be valid only if confirmed in writing by an authorized Matrox employee.

9. Customer agrees not to cancel or reschedule any order scheduled for delivery within one hundred twenty (120) days. Upon written notice to Matrox, Customer may cancel or reschedule any order scheduled for shipment beyond one hundred twenty (120) days from the date of delivery stated on the order acknowledgement issued by Matrox and this only further to Matrox's receipt of Customer's written cancellation or rescheduling notice.

10. If Customer's order is for custom modified Matrox Product, Customer is presumed to have accepted the specification for custom modifications.

11. Claims regarding incorrect quantities, defective Matrox Products, nonconformance to specifications, or any other discrepancy must be made in writing within 10 days after receipt of the Matrox Product. Failure to do so will relieve Matrox of any responsibility for credit or replacement of Matrox Products.

12. No Matrox Products can be returned without prior written authorization by Matrox. Matrox may modify the specifications of Matrox Products of its own design at any time to Customer and may substitute delivery of such Matrox Products provided such modification does not in Matrox's sole judgment affect form, fit or function.

13. Customer may not (and shall not knowingly permit any End-User or third party ) to use the Matrox Products in any hazardous applications, reverse engineer, decompile, disassemble, reverse assemble, or modify any of Matrox's Products.

14. Customer may not set-off or compensate any amount due to Matrox against monies due to Customer by Matrox, including without being limited to claims for marketing coop, short shipments, non-conformance, etc., without prior written authorization from a duly authorized Matrox representative.

15. All Matrox Products are sold "AS IS" unless indicated otherwise on the package. NEITHER MATROX NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO MATROX PRODUCTS. MATROX SPECIFICALLY DISCLAIMS (AND THE CUSTOMER, BY ACCEPTING THE MATROX PRODUCT(S), SPECIFICALLY ACCEPTS SUCH DISCLAIMER AND WAIVES ALL ITS RIGHTS HEREIN) ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR OR INTENDED PURPOSE OR USE AND THE WARRANTY AGAINST LATENT DEFECTS, WITH RESPECT TO THE HARDWARE AND/OR SOFTWARE. MATROX FURTHER DISCLAIMS ANY WARRANTY THAT MATROX PRODUCTS, IN WHOLE OR IN PART, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. TO THE EXTENT THAT THIS LIMITED WARRANTY STATEMENT IS INCONSISTENT WITH THE LAW OF THE LOCALITY WHERE THE CUSTOMER PURCHASES THE MATROX PRODUCT, THIS LIMITED WARRANTY STATEMENT SHALL BE DEEMED MODIFIED TO BE CONSISTENT WITH SUCH LOCAL LAW. UNDER SUCH LOCAL LAW, CERTAIN LIMITATION OF THIS LIMITED WARRANTY STATEMENT MAY NOT APPLY TO THE CUSTOMER. TO THE EXTENT ALLOWED BY LOCAL LAW, THE REMEDIES PROVIDED IN THIS LIMITED WARANTY STATEMENT ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES.

16. LIABILITY: IN NO EVENT SHALL MATROX BE LIABLE TO CUSTOMER OR A THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, INFRINGEMENT OF INTELLECTUAL PROPERTY, TORT OR ANY OTHER LEGAL THEORY (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND OPPORTUNITY). MATROX DISCLAIMS AND SHALL HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR ANY THIRD PARTY IN RESPECT OF ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY ACTUAL OR PENDING PATENTS, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS. MATROX SHALL HAVE NO LIABILITY ARISING OUT OF ANY SUCH ACTUAL OR ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT.

IN ANY EVENT, MATROX'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CAUSE OF ACTION SHALL BE LIMITED TO THE AGGREGATE OF ALL AMOUNTS PAID BY CUSTOMER TO MATROX, DURING THE TWELVE (12) MONTH PERIOD PRIOR TO OBTAINING A FINAL, NON-APPEALABLE JUDGMENT OR $50,000.00 USD, WHICHEVER IS LOWER.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. The Customer recognizes and admits that any invention, patent, trademark, trade name, industrial design, copyrightable document or object as well as any know-how or trade secret including, but without limitation, any software, information or document revealed or furnished by Matrox to the Customer, its employees or agents, used by Matrox in association with its products are the exclusive property of Matrox.

18. The Customer will hold in confidence Matrox's confidential information except that which is now or in the future becomes public knowledge through no fault of the Customer and/or any person under its control and more particularly, the Customer will take all necessary measures to maintain the confidentiality of such information, no less than reasonable measures.

19. Matrox may assign all or any part of its rights and/or obligations hereunder without Customer's consent. Customer shall not delegate any obligations hereunder nor assigned any interest of rights without the written consent of Matrox.

20. This document sets forth the entire agreement and understanding between the parties with respect the subject matter hereof and merges and supersedes all prior discussions, representations, understandings and agreements, whether oral or in writing between the parties with respect to the said subject matter, including any terms or conditions appearing on the Customer's purchase orders. This document may be altered, modified or amended only by a written document signed by both parties.

21. Any dispute between Matrox and Customer will be governed by the laws of the Province of Quebec and the laws of Canada applicable therein. The jurisdiction shall be that of the Province of Quebec, District of Montreal.

22. Any inconsistency which may exist between any terms and conditions of this document and that of any other document shall be resolved in favour the terms and conditions of this document.

23. If any term or provision of this document or the application thereof to any person or circumstance shall, to any extent, be decreed by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this document or the application of such term or provision to other person or circumstances, shall not be affected thereby. No employee, agent, representative or affiliate of Matrox has authority to bind Matrox to any oral representations or modifications to this document.