1.   PURCHASE PRICE AND COSTS. The quoted purchase price (“Purchase Price”) does not include the cost of any services related to, or which may be required for, the goods identified on the attached quotation (“Product”), nor does it include any taxes, freight and other shipping charges, insurance, or any special packing charges.  All such additional expenses shall be added to the Purchase Price and shall be solely the responsibility of Customer.  Customer shall pay all taxes required to be collected by Telpar which are based upon the Purchase Price, including, but not limited to, federal, state and local sales or use taxes.  Unless set forth in a valid firm written quotation from Telpar, prices of the Product may be changed by Telpar based upon the date of release and/or shipment of the order, announced increases in Telpar’s list prices, or increases in labor and material costs. 

2.   CANCELLATION AND RESTOCKING FEE.  If Telpar permits Customer to return (in accordance with Section 5 or otherwise) or cancel an order for Product and such return was not covered under any warranty applicable to the Product, then Telpar reserves the right to assess a restocking fee equal to the greater of twenty-five percent (25%) of the Purchase Price for such Product or the actual costs and expenses incurred by Telpar related to the purchase order and return of the Product, including, without limitation, costs related to handling, transportation, repackaging, or any other charges required or necessary to return these items to “like new” condition.  Upon inspection of the returned Product, the aforementioned restocking fee will be deducted from any refund due to Customer.

Customer may not return Custom Product orders, including, without limitation, custom designed OEM/manufactured Telpar Products.  Once accepted by Telpar, an order may be cancelled or delayed by Customer only upon written consent of Telpar.  If Telpar consents to any such cancellation or delay, then Customer may be required to pay such amount as Telpar, in its sole discretion, shall determine will fully indemnify it against any and all loss and provide Telpar with a reasonable profit.

3.  BLANKET ORDERS.  If this shipment is part of a blanket order with multiple shipment dates, then Customer will be invoiced as of the shipment date of each Product and payment for each invoice shall be due as provided for in Section 4.  Notwithstanding anything herein to the contrary, Customer shall be responsible to Telpar for the total Purchase Price of the blanket order.  If Customer has not requested delivery of the full order by either the expiration of the period of the blanket order, or the time period set forth in a Customer Purchase Order, then Telpar will invoice Customer for the remaining balance due, which Customer must pay immediately upon receipt of the invoice.  In no event will a blanket order exceed a period of twelve (12) months. 

4.  DELIVERY AND PAYMENT.  All Product(s) shall be delivered to Customer F.O.B. Origin, at which time title and risk of loss to such Product shall pass to Customer.  Subject to prior approval by Telpar’s credit  department, Payment may be made by cash-on-delivery (COD), VISA, Mastercard, American Express, prepayment, or bank wire transfer.  If Telpar, in its sole discretion, determines that the financial condition of Customer does not merit continued production and/or shipment of Product on the terms of payment specified, Telpar may require full or partial payment from Customer in advance, or may, in its sole discretion, stop or delay production and/or shipment of the Products.  Customer acknowledges and agrees that if the Product includes consumables, the quantity for Product order may vary by plus or minus ten percent (10%) of the quantity ordered and Customer agrees that delivery of the Product within such variance shall be deemed acceptable by Customer.  The price shall be adjusted pro rata with respect to such variance.  Telpar shall invoice at time of shipment of each Product.  Payment is due upon receipt of Product at Customer’s location, unless otherwise agreed to in writing between the parties.  Interest will accrue at 1.5% per month, or the highest amount allowable by law, whichever is greater, starting thirty (30) days after the date of the invoice for any delinquent amount, including past due interest.  In addition, in the event that any payments are delinquent hereunder, and Telpar, in its sole discretion, elects to pursue collection, Customer agrees to pay all costs of collection incurred by Telpar. Claims for non-conforming orders must be submitted by Customer to Telpar within fifteen (15) days from shipment date.

5. RETURNED GOODS.  Customer may return certain Products to Telpar in accordance with the following: (a) VAR Products will be accepted by Telpar for replacement, return or credit if the request for return is made by Customer within thirty (30) days from the shipping date and the Product that Telpar originally sent to Customer was incorrect due to a Telpar error, or the Product was dead-on-arrival (DOA) when it was initially received by Customer; (b) OEM Products that are DOA will be accepted by Telpar for repair or replacement within the applicable warranty period at no charge to Customer; (c) OEM Products that are not DOA will be accepted by Telpar for repair or replacement at Customer’s expense; (d) OEM or VAR Products that are defective will be accepted by Telpar for repair or replacement within the applicable warranty period and in accordance with Telpar’s warranty policy; if Telpar determines in its sole discretion that such Products were not defective, Customer shall be responsible for all of Telpar’s costs and expenses in connection with Telpar’s review of the condition of the Product; (e) OEM and VAR Product returns outside of the warranty period will be returned by Customer directly to the Product manufacturer (if other than Telpar) for repair under any existing service policy; (f) all service parts, value added products, opened software and “like new” products sales are final and non-refundable; (g) before returning any Product, Customer must obtain a Return Material Authorization (RMA) number from Telpar by calling 1-800-872-4886 or 603-750-7237; (g) Any Products returned for replacement must be in “new” condition in the manufacturer’s complete original packaging, including, without limitation, cables, manuals, toner cartridges and ribbons, to the extent applicable.  If Telpar receives a Product that is incomplete or not in “new” condition, it may either return such Product back to Customer (provided that Customer shall be responsible for all of Telpar’s costs and expenses in connection with Telpar’s processing of the return), or it may charge the greater of twenty-five percent (25%) of the Purchase Price for such Product or the actual costs and expenses incurred by Telpar related to the purchase order and return of the Product, including, without limitation, costs related to handling, transportation, repackaging, or any other charges required or necessary to return these items to “like new” condition. 

6.WARRANTIES AND DISCLAIMERS. Products manufactured by Telpar are warranted against defects in workmanship and materials for a period of twelve (12) months from the date of shipment to the original user, provided the Product (a) remains unmodified, (b) is used only in the United States or Canada, (c) is operated under normal and proper conditions, as Telpar determines in its sole discretion, and (d) Customer provides prompt written notice Telpar of any defects as to parts and/or workmanship to.  Telpar may provide an extended warranty on certain Products or components thereof for an additional price determined solely by Telpar and such extended warranty shall only be effective to the extent memorialized in writing by Telpar.  Telpar’s sole obligation and Customer’s exclusive remedy for defective Telpar-manufactured  Products is limited to repair or replacement, as Telpar determines in its sole discretion.  The warranty described above does not include any labor or service costs for removing or replacing parts, or any shipping charges.  Any repair performed by Telpar under this warranty does not extend the original warranty period of any Product.  This warranty shall not apply to any Product which has: (i) been repaired or altered, except by Telpar; (ii) not been maintained in accordance with all of the operating or handling instructions supplied by Telpar, or (iii) been subjected to misuse, willful acts, abuse, tampering, negligence or accident, unusual physical or electrical stress, as Telpar determines in its sole discretion.  Customer acknowledges that Telpar provides no warranty for any third party materials and Telpar is not responsible and will have no liability for any items or services provided to Customer by any person or entity other than Telpar.  Telpar’s duty to perform under any warranty may be delayed, at Telpar’s sole option, until Telpar has been paid in full for all Products purchased by Customer.  No such delay shall extend the warranty period.  To obtain assistance under this limited warranty, Customer should contact the selling agency or write to: Telpar, Warranty Claims Department, 121 Broadway, suite 201, Dover, NH, 03820, U.S.A. Telephone: 800-872-4886 or fax: 603-742-9938.  No person (including, without limitation, any agent, salesman, dealer or distributor) has the authority to act on behalf of Telpar to expand Telpar’s obligation beyond the terms of this express warranty, or to state that the performance of the Product is other than published by Telpar.  For Products not manufactured by Telpar, to the extent permitted Telpar assigns to Customerthe benefits of any warranties provided to Telpar by the manufacturer(s) of the Product.  THE FOREGOING IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY PROVIDED BY TELPAR. TELPAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES OR INDEMNITIES FOR PATENT OR COPYRIGHT INFRINGEMENT. IN NO EVENT SHALL TELPAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF TELPAR OR ANY OTHER PERSONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TELPAR’S LIABILITY FOR DAMAGES HEREUNDER FOR ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY TELPAR FROM THE CUSTOMER FOR THE PRODUCTS. TELPAR SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND CAUSED DIRECTLY OR INDIRECTLY BY THE USE OR PERFORMANCE OF THE PRODUCT PROVIDED HEREUNDER.

7.INDEMNIFICATION.  Customer hereby agrees to indemnify, defend and hold harmless Telpar, its officers, directors, employees, assignees and agents, from and against any and all losses, costs, liabilities, suits, demands, damages, claims and expenses, of any kind for real or tangible property damage, and/or personal injury, including death, to the extent resulting from, relating to, or arising out of any negligence or willful misconduct by Customer, its personnel, agents and subcontractors.  Telpar shall promptly notify Customer, in writing, of any claim or loss hereunder and shall assist Customer with all reasonable requests in the defense or settlement of a claim hereunder.  

8.  “FORCE MAJEURE”.  Telpar shall not be liable for any delay or failure to maintain the Product if the delay or failure is caused by, but not limited to, civil disturbance, government action, war, terrorist attack, riots, fire, flood, earthquake, hurricane, other calamity, or any act of God, or the failure of any third party hardware, software, network system Product, wiring, electrical systems or utilities, or any other causes beyond Telpar’s reasonable control.  Telpar reserves the right to cancel, in part or in whole, any order from Customer hereunder should such delay hereunder exceed thirty (30) days.

9. TECHNICAL DATA.  All designs, equipment, procedures, engineering changes, inventions, computer software and all parts thereof, and all other information, technical or otherwise which was developed, made or supplied by Telpar or any third party vendor in the production of any Product or the performance of any Service sold, rendered or licensed hereunder will be and remain the sole property of Telpar or its supplier (or licensor).  Customer agrees that any software included in or with any Product is licensed and not sold, and subject to any applicable software license included in or with the Product(s).  Unless otherwise specifically agreed to in writing, Telpar reserves the right to make changes to product specifications, production processes and/or product design.

10. MISCELLANEOUS. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (b) This Agreement supersedes and merges all prior proposals, understandings and agreements, oral and written, between the parties relating to the subject matter of this Agreement and may not be modified or altered except by written instrument duly executed by both parties. Any additional or differing terms, whether or not materially different, set forth in any communication from the Customer are hereby expressly rejected. (c) If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby; (d) Telpar reserves the right, at any time, to alter or suspend credit or to change any credit terms when, in its sole discretion, the financial condition of Customer so warrants.  Telpar reserves the right to, at any time, require cash payment or additional security from Customer before further production or shipment, and may accelerate the date of any payment. Telpar reserves the right to, at any time, suspend production, withhold any shipment, or cancel any further production, in addition to any other rights or remedies it may have pursuant to applicable law; (e) This Agreement shall be governed by the internal laws of the State of Maryland, without regard to its conflict of law provisions.