Global Inventory Management System

TERMS AND CONDITIONS

SHIPMENT AND PASSAGE OF TITLE—Shipment will be made F.O.B. NetVMI, facilities unless another shipping point is designated on the face hereof, in which event shipment will be F.O.B. such shipping point. In the absence of specific shipping instructions, NetVMI, Inc. will determine method of shipment. Unless directed otherwise by the Purchaser, full invoice value will be declared for deliveries by airfreight. No insurance will be provided or taken out for Purchaser on shipments unless specifically requested by Purchaser. In all cases, NetVMI, Inc.’s responsibility (except as state din our warranty) ceases, and except in the case of conditional or C.O.D. sales (when title – assess on full payment), title shall pass upon delivery of the material to the carrier, irrespective of method of shipment and method of payment for shipment. All arrangements with carriers for freight rates are for he account of NetVMI, Inc.

DELIVERY—NetVMI, Inc., will endeavor to meet delivery schedules but in no case shall NetVMI, Inc., incur any liability, consequential or otherwise, for any delays or failure to deliver as a result of ceasing to manufacture any product or for any cause beyond its reasonable control, including, without limiting the generality of the foregoing, fire, windstorm, riot, war, embargo, strikes, explosion, release of radio activity, accident, flood, drought, earthquake, sabotage, disputes with workmen, transportation conditions, inability to secure adequate material or labor, activities of the Armed Forces, acts of God or the public enemy, Governmental action of any kind, or any case similar or dissimilar to any of the foregoing. Delivery quotations are our best estimate on the basis of current schedules. We believe the Government regulations or other causes, whether similar or dissimilar, may make this action necessary. In no event shall NetVMI, Inc., be liable for special or consequential damages resulting from failure to meet requested delivery schedules.

PRICES AND TERMS OF PAYMENT AND TAXES

PRICES—All prices are subject to change without notice prior to acceptance of order by NetVMI, Inc., and thereafter to the extent provided herein. Offers to sell are subject to change without notice unless stated to be firm for a definite period, and in all cases is subject to withdrawal at any time before acceptance by Purchaser. Prices on accepted orders are firm only for shipments NetVMI, Inc. agrees to make within six months in the case of equipment from the date of order acceptance by NetVMI, Inc. Unless otherwise specified, shipments of equipment made more than six months from date of order acceptance will be invoiced at NetVMI, Inc.’s prices currently in effect at the time of shipments.

TERMS OF PAYMENT—On approved credit accounts, all invoices are due and payable in full, thirty days after date of invoice, unless other terms are specified by NetVMI, Inc. Any and all moneys owed NetVMI, Inc. are due and payable in Fayette County, Kentucky at PO Box 8074, Lexington, Kentucky 40533-8074. In all cases, if Purchases delays shipment, payment shall become due at NetVMI, Inc.’s sole option, thirty days after the former of (1) the date on which NetVMI, Inc, is prepared to make shipment, or (2) the originally scheduled shipment date. If in NetVMI, Inc’s judgment, the financial condition of Purchaser does not justify continuation of production of shipment, on the terms of payment specified, NetVMI, Inc. may cancel any unfilled order or part thereof unless Purchaser shall, upon notice, immediately pay for all merchandise delivered or shall pay in advance for all merchandise not delivered, or both, at NetVMI, Inc.’s sole option. If it become necessary to file a lawsuit for the collection of any moneys due NetVMI, Inc., purchaser agrees that such legal action may be filed in the proper court in Fayette County, Kentucky. If this debt is placed in the hands of an attorney for collection, or collected by suit, or in probate, or in bankruptcy proceedings, Purchaser shall pay reasonable collection fees and/or attorney’s fees.

Taxes—The purchaser shall pay all taxes imposed or to be imposed upon or with respect to the merchandise sold, its manufacture, sale, use, rental, possession, distribution , delivery, or ownership, or upon any interest therein or the right of payment therefore upon whomsoever such taxes may be assessed, unless tax exemption certificates applicable thereto are first furnished to NetVMI, Inc. Such taxes shall be billed as a separate item except where it is required by law that they be included in the sales price, in which event they will be so included. Should NetVMI, Inc., not bill taxes at the time of sale Purchases, by acceptance of the merchandise shall be deemed to have agreed to pay promptly such taxes whenever billed, irrespective of the reason for late billing.

CANCELLATION AND RETURNS—These terms and conditions or anything on the face hereof cannot be modified or canceled by Purchaser except in writing and with the written consent of NetVMI, Inc. Assent to requests for cancellation of specially built apparatus normally will not be given. Returns will be accepted only when approved in advance in writing by NetVMI, Inc. and when so approved will be allowed only in conformity with the approval, which will normally require, among other things, that the return shipment be prepaid and subject to a handling charge and restocking fee.

WARRANTY—NetVMI, Inc. warrants all equipment of its own manufacture to be free of defects caused by faulty material or defective workmanship and will, at its option, exchange or repair free of charge, F.O.B. its factory, such part of parts thereof that prove defective under normal use within twenty-four (24) months from date of shipment, or eighteen (18) months from date of installation, which ever is shorter. The seller’s obligation under this warranty is limited to the above and does not apply to replacement or repairs, which are required as the result of improper installation, misuse, maladjustment, abnormal operating conditions, or lack of routine maintenance. Nor does the warranty include the furnishing of service for maintenance or problems arising from the foregoing causes. No claims for labor or other expenses will be recognized. This warranty is in lieu of and to the exclusion of all other warranties, expressed or implied.

The seller shall not be liable for any claims, losses, labor expenses or damages, direct or consequential, resulting directly or indirectly form the use of, or inability to use, its products or for other consequential loss or damage of any nature arising from any cause.

Equipment not of NetVMI, Inc. manufacture will carry the Vendor or Manufacture’s standard warranty.

CONFIDENTIALITY—All pricing and product information is considered confidential and should be handled accordingly.

TERMS TO GOVERN—Any contract or sale made thereunder shall be governed by the laws of the State of Kentucky.

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