Sale of Equipment

Seller agrees to sell the equipment specified on any quotation, sales order, invoice or packing slip ("Equipment") to Buyer upon the terms and conditions stated below.

Price, Terms of Payment and Delivery

Buyer agrees to pay Seller the amount set forth on the invoice for the Equipment, including applicable sales tax and shipping charges. Payment in full will be due and payable on the date specified in the invoice. Delivery of the Equipment will be F.O.B. Seller's facility in Solon, Ohio USA. Unless otherwise specified by the Buyer, Seller will ship the Equipment by common carrier of its choice. The Buyer will pay all shipping charges. Risk of loss or damage to any Equipment will pass to Buyer upon delivery of the Equipment to the carrier.

Equipment Return / Exchange

In the event Buyer desires to return Equipment to Seller, Buyer must contact the Seller and obtain a Return Material Authorization ("RMA") number. The request for return or exchange must include all serial numbers and in case if equipment was found defective, a valid manufacturer's trouble report number and information. No returns will be accepted without a valid RMA number. To be eligible for return or exchange, equipment must be unopened. No returns or exchanges are allowed after thirty (30) days from the shipping date. Shipping and handling charges are not refundable. Used, scratched or damaged equipment cannot be returned under any circumstances. Cables, enclosures, custom made products, and special order items cannot be returned. Limited Warranty

Equipment manufactured by Seller

Seller warrants to Buyer that the Equipment will be free of defects in materials and workmanship for a period of one (1) year from the date of shipment. This warranty shall not apply to any Equipment, which is misused, or for any damage to the Equipment resulting from improper installation or operation, vandalism, acts of God, or any other cause beyond reasonable control of the Seller. This warranty shall be void if the Equipment has been altered, tampered with, or repaired by a party other than the Seller or its authorized representative. In the event of Equipment failure within the warranty period, Seller will repair or replace the defective Equipment, at its option, provided that Buyer notifies the Seller and obtains a RMA number prior to returning the Equipment to Seller. Defective equipment must be returned, shipping prepaid, to the address specified on the RMA form. The warranty on repaired or replaced Equipment will be the balance of the original Equipment warranty. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, STATUTORY WARRANTIES OR WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller's sole liability and buyer's sole remedy hereunder will be repair or replacement of the Equipment as provided in this Agreement.

Other Equipment

Seller will pass through to Buyer all original manufacturers' warranties that may apply to the Equipment. Seller may, at its option, process warranty requests by the Buyer to the original manufacturer, or refer the Buyer to the original manufacturer. Seller is not responsible for any warranty-related issues.

Limitation of Liability

Seller's maximum liability under this Agreement, arising under contract, tort (including negligence) or any other theory of law shall not exceed the purchase price of the Equipment. Under no circumstances will the Seller be liable for any special, indirect, incidental or consequential damages, or for losses resulting from interruption of business operations, or for any loss of profit or revenue, even if the Seller has been advised of the possibility of such damages or losses. Any suit must be commenced within one year from the date on which the underlying claim arises.

Force Majeure

If Seller's performance is delayed by circumstances beyond Seller's reasonable control, including without limitation, acts of God, fire, power failure, war or civil insurrection, labor disputes, acts of governments, any law, order or regulation, then Seller's performance shall be excused for the duration of such delay.

Governing Law

This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio, USA, without regard to its principles of conflicts of laws.

Entire Agreement

These terms and conditions constitute the entire agreement between Seller and Buyer with respect to the subject matter hereof, and supercede any previous or contemporaneous agreements, written or verbal. Any changes to this Agreement must be in writing, signed by an authorized officer of the Seller.

Customer agrees to make payment in full to Winncom for all amounts due according to Winncom invoice(s). Customer also agrees to pay to Winncom, as interest, an amount equal to 2% per month, or the maximum provided by applicable law (whichever is less) for invoiced amounts that are past due. Should Customer default in any payment(s), Winncom shall have the right, without prior notice to Customer, to declare all invoice amounts due and payable. In the event Winncom should commence any action or actions, or otherwise seek to enforce this agreement against Customer, Customer agrees to pay reasonable attorney(s) fees, collection fees, court costs, and any other expenses incurred by Winncom, whether or not suit is filed. This agreement is not transferable or assignable without the prior written consent of Winncom. This agreement shall become effective upon acceptance by Winncom as evidenced by the signature below.

Any dispute arising out of this contract shall be commenced within one (1) year after cause of the dispute has occurred and shall be governed by the laws of the state of Ohio. The courts of the state of Ohio shall have sole and exclusive jurisdiction over the contract and any dispute pertaining to it.

Customer hereby grants to Winncom a security interest in any and all goods purchased by Customer under this agreement to secure any and all obligations of Customer to Winncom, including, but not limited to, any obligation of payment. Customer agrees to execute any additional documents necessary to perfect or continue the security interest created by the application.

Customer and Customer's authorized representative signing this application represent and warrant the information provided in this application and in any and all additional documents, financial statements, or other information furnished by the Customer to Winncom, to be true and correct in all material respects and contains all information necessary as that this application is not materially misleading. Customer acknowledges that Winncom is relying on the accuracy of the information provided by the Customer.