1. GENERAL

This contract contains the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof. This contract may not be assigned, modified, or cancelled without Seller´s prior written consent, and any attempt to assign, modify or cancel it without such consent shall be absolutely void.

No delay or omission to exercise any right, power or remedy accruing to Seller upon breach or default by Buyer under this contract shall impair any such right, power or remedy of Seller, or shall be construed as a waiver of any such breach or default. All waivers must be in writing.

In the event any of the provisions hereof shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full force and effect and shall control.

Any provisions of this contract prohibited by the law of any state shall, as to such state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this contract.

2. PAYMENT

Unless agreed to in writing Terms are Net 30 days and is to be received by Seller at the address shown on invoice by the date shown under “terms” which shall commence running from the date of invoice. Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing by Buyer to Seller, under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Buyer´s liability for any additional amounts owing by Buyer to Seller; and the acceptance by Seller of such check shall not constitute a waiver of Seller´s right to pursue the collection of any remaining balance.

On any invoice not paid by maturity date, Buyer shall pay interest from maturity to date of payment at the annual percentage rate of 18% (or such lower rate as may be the maximum allowable by law), together with Seller´s costs of collection (including reasonable attorney’s fees).

Buyer agrees to pay the entire net amount of each invoice rendered by Seller pursuant to the terms of each such invoice without offset or deduction.

Prices for any undelivered Products may be increased by Seller in the event of any increase in the cost to Seller of supplies, raw materials, labor or service, or any increase in Seller´s cost resulting from governmental action or any other cause beyond Seller´s control.

Anything herein to the contrary notwithstanding, all sums due and owing to Seller and any interest thereon shall be immediately due and payable in full to Seller upon the occurrence of any of the following events: any transfer, whether in bulk or otherwise, or assignment of the business of Buyer, (of which Buyer hereby agrees to give Seller at least 30 days written notice), upon the failure by Buyer to give such notice to Seller, if any check tendered to Seller by Buyer is dishonored by the bank upon which it was drawn for any reason whatsoever, if a petition in bankruptcy is filed by or against Buyer or if Buyer makes a general assignment for the benefit of creditors, or if the property of Buyer shall be attached by any legal or equitable process. If Seller shall not receive written objection to any of these terms and conditions with ten (10) days from the date of this invoice, they shall be deemed accepted by Buyer.

Acceptance of any check, draft or any remittance except legal tender shall not constitute payment hereunder until such items are finally paid and until such time Seller shall be deemed to retain title to and a security interest in all goods for which such remittances may be tendered. Buyer hereby represents that he is solvent and on each delivery this representation shall be deemed renewed unless notice to the contrary is given in writing by Buyer to Seller at or before delivery of goods.

3. ACCEPTANCE OF CLAIM

Buyer is deemed to have accepted the Products unless notice of rejection is given within a reasonable time, which is agreed to be within seven (7) days after receipt. Buyer waives any right to invoke acceptance thereafter.

Such notice shall state with particularity each defect or problem with the goods and Buyer shall be precluded from relying on defects or problems not stated in the written notice as the basis for rejection or claiming breach. All goods shall be irrevocably accepted by Buyer ten (10) days after Buyer’s receipt of the goods except for goods which are the subject of such written notice. Claims of late deliveries are barred unless made prior to receipt of Products and the receipt of any Products shall constitute a waiver of any claim that they are delivered late.

No return Products will be accepted by Seller without return material authorization number (RMA#), which will be issued in Seller´s sole discretion. Returned Products must be in original shipping cartons and must be complete with all packing materials. All Products for return must be freight prepaid. Defective software will be replaced, but no returns for credit will be allowed. Notice of defective Products must be made within seven (7) calendar days of receipt. A complete description regarding the nature of the defect must be included with all returned Products. All items not eligible for credit will be returned to Buyer, transportation collect.

4. WARRANTY

Seller warrants to Buyer that the Products conformed to the applicable material and/or manufacturing specifications, at time of manufacture. Seller makes no other warranty, express or implied with respect to the Products. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. However, seller will transfer to Buyer whatever transferable warranties and indemnities, if any, Seller receives from the manufacturer of the Products.

With respect to Products which do not meet material and/or manufacturing specifications, and with respect to value-added work by Seller which does not meet applicable Buyer´s specifications, Seller´s liability is limited (at Seller´s election) to (1) Refund of Buyer´s purchase price for such Products (without interest), (2) Repair of Products, or (3) Replacement of such Products, provided, however, that such Products must be returned to Seller, along with acceptable evidence of purchase, within twenty (20) days from date of purchase, transportation charges prepaid. BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, BUYER´S RECOVER FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYER´S PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.

5. DELIVERY

Subject to Seller´s right of stoppage, in transit, delivery of the Products to a carrier shall constitute delivery to Buyer, and risk of loss shall thereupon pass to Buyer, however, title shall remain in Seller until Buyer makes payment in full under the contract Products invoiced and held by Seller for any reason shall be at Buyer´s risk and expense. Delivery route shall be at the election of Seller unless specifically designated by Buyer.

Delivery of any installment of Products within 30 days after the date specified therefore shall constitute a timely delivery. Thereafter, delivery shall be deemed timely unless prior to shipment Seller has received written notice of cancellation. Delivery of a quantity which does not vary by more than 10% from the quantity specified therefore shall constitute full performance of such delivery. Delay in delivery of one installment shall entitle Buyer to cancel that installment only.

Should delivery of all or any part of the Products specified herein (or any other obligation of Seller) be delayed by events beyond Seller´s control, Seller´s time for performance shall be extended by the period of delay, or Seller may, at its option, cancel this contract without liability, Buyer remaining liable to pay for shipments already made.

6. RISK OF LOSS

Shall pass from Seller to Buyer upon receipt of the goods by Buyer, which shall be evidenced by the signature or other mark of acceptance of Buyer or Buyer’s agent, employee, etc. on the reverse hereof, which shall bind Buyer.

7. USE OF PRODUCTS IN LIFE SUPPORT APPLICATIONS

Products sold by Seller are not designed for use in life support equipment where malfunction of such product can reasonably be expected to result in a personal injury. Seller´s customers using or selling such products for use in life support equipment do so at their own risk and agree to fully indemnify Seller and the manufacturer of such product for any damages resulting from such use or sale.

8. TAXES/FREIGHT

Unless otherwise agreed in writing, the amount of all transportation charges from Seller´s location and of all taxes or other charges now or hereafter imposed by any governmental authority upon the sale; purchase, resale, delivery, manufacture, production or possession of the Products specified herein, which may be paid by Seller or for which Seller may be liable, shall be paid to Seller by Buyer in addition to the purchase price of the Products.

9. ADVICE

If technical advice is offered or given in connection with the use of any Products, it will be as an accommodation to Buyer and without charge and Seller shall have no responsibilities or liabilities whatsoever for the content or use of such advice.

10. INSTALLATION/TRAINING

Buyer acknowledges that no installation, training, or education, is contracted for or purchased under the terms of this contract unless specifically agreed in writing. In the event that Buyer receives any training from Seller with respect to the Products, then, in that event, such training is personal to the persons receiving such training, and Buyer acknowledges that any persons receiving such training may not be capable of operating the Products.

11. FORCE MAJEUR

Seller shall not be liable for any delay in or failure of performance hereunder due to any contingency beyond its reasonable control, including without limitation: an act of God; war; civil commotion; sabotage; labor dispute; explosion; fire; accident; downtime; power or equipment failure or outage; inability to obtain suitable or sufficient labor, pandemic , fuel, power, or material; delay of carrier; embargo; or any law, ordinance, rule, or regulation, whether valid or invalid.

12. PRICING

Seller reserves the right to revise the price for all or part of any unshipped order by giving Buyer written notice of the revision in price, including (i) if a price has been quoted in error or (ii) in the event of increase of applicable import tariffs or duties on the part.

13. QUANTITY VARIANCE

Unless agreed to in advance, all orders for material sold in length (feet, meters, inches, centimeters, etc.) shall be shipped +/- 10% (ten percent) of the ordered quantity. Deviations must be agreed to in writing by the Seller prior to order acceptance.