General Terms and Conditions of Sale

Warranty

Seller warrants products furnished shall be free from defects due to defects in materials, workmanship, design or component failure for a period of twelve (12) months from the date of shipment from Sellers facility, unless otherwise agreed upon.

Seller does not warrant and will not be liable for a defect or failure caused by Buyer furnished or specified goods. Any warranty applicable to such Buyer furnished or specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly to Buyer. Seller does not warrant the compatibility of its’ Products with the components of other manufactures, or Buyers application use, except to the extent detailed in Seller’s published specifications or written quotation to Buyer.

Buyer shall notify the Seller in writing of any obvious defects within fifteen (15) business days from the date of receipt of products at Buyers facility. Buyer will notify the Seller of any non-obvious defects within fifteen (15) business days from the date of discovery.

Seller upon written notification of products found to be potentially subject to a Warranty Claim will issue a Return of Material Authorization (RMA). Buyer will return the products for repair or replacement at the option of the Seller. Seller will repair or replace products within a maximum of thirty (30) calendar days from receipt at Sellers facility.

Products that have become defective because of misuse, neglect, improper installation, operation, maintenance, repair alteration or modification by other than Seller shall not be subject to warranty replacement.

Buyer shall be responsible for freight charges for the return of any products to Seller and shall reference the Sellers’ RMA number on all shipping documents. Seller will be responsible for freight charges for the return of repaired products to Buyer.

Components replaced or repaired under warranty are only warranted for the remaining original warranty period.

Seller will not be liable for any business interruption or loss of profit, or for any other form of incidental, indirect or consequential damages of any kind. Warranty liabilities shall be limited and shall not exceed the total value of the total purchase order(s) issued to Seller by Buyer.

General

Seller shall mean Bell-Everman, Inc and Buyer shall mean any person or Corporation who accepts a quotation from the Seller for the purchase of goods or services. Alternative conditions or changes to the conditions requested by the Buyer are not accepted unless expressly agreed to and confirmed in writing by the Seller.

Seller rejects other terms and conditions that may be proposed or appear on Buyers’ purchase order that are in addition to or are otherwise not consistent with the terms and conditions defined below.

Purchases made from appointed distributors or independent resellers may be subject to terms and conditions as separately established by each distributor or reseller but will in no event be binding upon Seller unless expressly agreed to in writing by Seller.

Prices

All prices published by Seller are subject to change without notice. Seller will confirm the acceptance by specific quotation. Publications including any website listings are not specific offers to sell and are maintained only as a source of general information. Quoted prices do not include sales, use, excise, customs or value added taxes (VAT). Quotations are subject to confirmation and are non-binding until confirmed by Seller.

Payment Terms

Payment for Buyers with approved credit shall be Net thirty (30) days from the date on the invoice. Seller reserves the ongoing right to monitor and change credit terms, and suspend further performance in the event payment is not made when due. Interest charges of 1.0% per month (subject to applicable law) will be added to unpaid amounts due where appropriate. No payment by offset is permitted.

Delivery

All quotes shall be assumed to include Seller’s standard shipping terms: Free on Board, (FOB) Goleta, California.

Special packaging must be agreed to in writing. Buyer specified packing or marking may be subject to additional charges not otherwise included in the price of the products.

Acknowledged, planned shipping dates are good faith estimates. Seller disclaims all liability for late delivery. When requested by Buyer and approved by Seller prepaid shipping will be allowed and invoiced as a separate line item on the invoice or billed separately.

Returns

No product shall be returned without the Seller’s written permission. Approved non-warranty returns are subject to a 25% restocking fee.

Return Materials Authorizations (RMA) are required for all warranty returns and the RMA number must be shown on all shipping documents. All Products returned must be properly packed and the goods must be shipped freight prepaid.

Limitation of Liability

Seller shall not be liable for any indirect or consequential damages of any kind. Seller’s maximum cumulative liability will not exceed the Buyer’s price of the products giving rise to the claim or liability. The Seller shall not be liable for damages caused by the improper installation, use, alteration, repair or operation of the Seller’s products.

Indemnification

Seller will defend any suit or proceeding instituted against Buyer arising out of a claim that the design or construction of the Seller’s Products sold infringes any patent, copyright or trademark, provided that the Buyer promptly notifies Seller in writing of any such claim or suit, and Buyer gives Seller the sole right to defend, settle and control the defense of the suit or proceeding and provides all necessary information and assistance for such defense and Buyer takes no position adverse to Seller in connection with this proceeding.

Products supplied to a Buyer’s specification shall require that the Buyer assume all responsibility for, and shall indemnify and hold Seller harmless from any liability from a charge or allegation that such product infringes on any patent, copyright or trademark.

Force Majeure

In the event of any Buyer claimed loss, damage, delay or failure to perform due to causes beyond the reasonable control of the Seller, including, acts of God, acts or omissions by Buyer, civil or military actions, earthquakes, fires, strikes, flood, epidemics, acts of terrorism, transportation embargos or delays in transportation, Seller will not be liable. In the event of such an occurrence Seller shall have the right to extend the contract performance date(s) for a reasonable length of time to facilitate a recovery for the unplanned, uncontrollable delay.

Disputes—Place of Jurisdiction

The Buyer and Seller will attempt to resolve any contract dispute by good faith negotiations. If unsuccessful both Seller and Buyer shall agree to non-binding third party arbitration as the first legal step in settlement of the dispute.

Any dispute not resolved by negotiation or arbitration may then be submitted to a court of competent jurisdiction in the city of Santa Barbara, California, U.S.A.

In the event that any proceeding shall be brought to enforce or interpret this agreement, the Buyer agrees to pay all of Seller’s court costs and expenses, including such additional sums of attorney’s fees as may be adjudged reasonable by the court.