THIS ORDER WITH STACK ELECTRONICS IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS TO THE FACE HEROF.

1. ACCEPTANCE AND CANCELLATION OR ORDER. Each order for goods is subject to acceptance in writing by a duty authorized officer of Seller: any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Seller may be cancelled by Buyer only upon written consent of Seller. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Seller may have as a result of such cancellation of other withdrawal, reasonable cancellation or restocking charges, which shall include all expenses then incurred and commitments made by Seller, shall be paid by Buyer to Seller. Special orders for items not normally stocked are non-cancelable and non-refundable.

2. DELIVERY. All prices quoted and goods shipped are F.O.B. Seller’s facility. Title to and risk of loss goods shall pass upon Seller’s delivery to carrier for shipment to Buyer. Unless otherwise agreed by Seller in writing, Buyer shall pay all freight, handling, delivery and insurance charges for shipment of goods. Choice of carrier and shipping method and route shall be at the election of Seller unless specifically designated by Buyer. Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller, which causes shall include, without limitation, acts of God, acts of omissions of Buyer or civil or military authorities, fire, strikes, epidemics, guarantee restriction, flood, earthquakes, riot, war, delays in transportation or inability to obtain necessary labor, materials or supplies. In the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay without penalty to Seller. Seller shall be entitled to refuse or to delay shipments for failure by Buyer to pay promptly any payments due Seller, whether on this or any other contract between Seller and Buyer. Seller shall have their right to deliver all goods covered herby at one time or in portions from time to time, within the time for delivery provided in such order.

3. EXPORT. The goods covered by third invoice are subject to U.S. export laws. Subsequent export of these commodities is subject to the authority of the U.S. Department of Commerce-Bureau of Export Administration with the Seller held harmless to the Buyer’s adherence to applicable export law.

4. TERMS

(a) Unless otherwise specified by Seller in writing (refer to payment terms on the face of this agreement), payment in full of net amount owing, without offset or deduction is due 30 days from the date of invoice. If payment is not received within such 30 day period, a late payment charge of 1-1/2% per month of the unpaid balance shall be paid by the Buyer.

(b) All checks are accepted to subject to collection, and Buyer agrees to pay all costs of collection, including reasonable attorney’s fees and costs. Any check received from Buyer may be applied by Seller against any obligation of Buyer to Seller under this or any other agreement, notwithstanding any statement appearing on or referring to such check. Acceptance of any partial payment shall not constitute a waiver of Seller’s right to payment in full of all amounts owing form Buyer to Seller.

(c) Buyer herby grants Seller a security interest in the goods shipped under this agreement, including all accessories to and replacements of such goods, and the proceeds thereof, to secure the payment of the purchase price of such goods and all other amount owing under this agreement, all as described and set forth on each invoice for such goods shipped pursuant to this agreement. Buyer agrees that its signature on the Application for Credit and thereby, its acceptance of Seller’s Standard Terms and Conditions of Sale, can and may be used by Seller for facilitation of filing a financing statement in any location deemed necessary or advisable to perfect Seller’s security interest in the goods and their proceeds, without the necessity to obtain an additional signature on the actual financing statement nonetheless, Buyer agrees to cooperate fully with Seller in executing any additional documents, instruments, financing statements.

5. INSPECTION AND ACCEPTANCE OF GOODS. Buyer shall be responsible for conducting the final acceptance tests on the goods, if necessary, which tests shall be completed promptly and in no event later than 5 days after delivery. The good shall be deemed accepted be Buyer unless Buyer notifies Seller in writing of Buyer’s rejection of the goods and the reason for rejection within 5 days after delivery of the goods to Buyer. Seller agrees as Seller shall elect to credit the account of the Buyer or replace without charge to Buyer all goods which, at the time of delivery, are not in accordance with their manufacturers specification’s, but only if Buyers provides Seller a timely rejection of the goods and return such goods to Sellers facility within 5 days form date of delivery in original package and in condition, without their serial numbers or any part thereof altered, defaced or removed, and accompanied by a specification in writing of the defects involved. Buyer shall notify Seller in each instance when Buyer intends to return goods which Buyer believes are not in accordance with their manufacturer’s specifications, and Seller shall be entitled to examine such goods at Buyer’s facilities prior to their return. Final inspection and determination whether goods are in accordance with their manufacturers specifications shall be made a Seller’s facility, or may be based upon the manufacturers actual test report. Other than the forgoing inspection and acceptance provisions, al sale of goods are final, and Buyer shall have no right to return such goods to Seller nor shall Buyer have a right to cancel goods ordered prior to deliver of such goods, without the prior written consent of Seller. Notwithstanding the foregoing, in no event shall Seller issue or cause to be issued a Return Manufacturer’s Authorization (“RMA”) beyond 30 days from the data of deliver to Buyer of any goods.

6. SELLER’S RIGHT TO INCREASE PRICES. Unless otherwise specified on the face of this agreement, Seller reserves the right to increase the selling price of any goods ordered by Buyer but not yet shipped from Seller’s place of business prior to an increase of Seller’s cost of such goods by Seller’s supplier. The selling price quoted herein shall upon an increase in price by Seller’s supplier be increased by increased by a percentage equal to the percentage of increase in Seller’s cost for the goods, and Buyer agrees to pay any such increase price in accordance with the terms hereof.

7. TAXES. Seller’s prices do not include sales, use, excise or similar taxes. Accordingly, Buyer shall, in addition to prices specified by Seller, pay any sales, use, excise or similar tax attributable to the sale of goods covered herby, or in lieu thereof, provide Seller with tax exemption certificates acceptable to the taxing authorities.

8. WARRANTIES AND REMEDIES. The parties acknowledge that Seller is acting solely as a third party distributor of the products covered by this agreement and that the manufacturer or licensor of the products shall be solely responsible to Seller and to third parties for all liability, claims, damages, obligations, and costs and expenses related to the products distributed by Seller. In no event shall Seller be liable to Buyer or any third party for any liability, claims, damages, obligations, and costs, or expenses, including without limitation, any special indirect or consequential damages (including lost profits, business losses, personal property damage, and personal injury). Arising gout of or relating to this agreement and the supplying of the products to the Buyer or any related services provided to Buyer. Any third party rights in the products, or any use of the products, or the results or the decisions made or obtained by users of the products, Buyer agrees to look solely to the manufacturer or licensor of the products for compliance with the manufacture’s or licensor’s warranty and for any maintenance, support or repair of the products. The warranty delivered to the Seller by the manufacturer or other vendor thereof shall be assigned to Buyer, to the extent such assignment is permitted by the terms thereof. Notwithstanding the foregoing, no such warranty shall apply to any goods fro Buyer’s purpose for use. Seller makes no representation, covenant or warranty with respect to the extent, or enforceability of the manufacturer’s or licensor’s warranty. No repair or replacement of goods by Seller, manufacturer or licensor shall extend the warranty period of manufacturer or licensor. Seller neither assumes nor authorizes Buyer or any other Buyer or any other person to assume of behalf of Seller any other liabilities in connection with the sales of goods. Seller shall not be liable for any damages due to deliveries, service, use of equipment or other performance as specified in or contemplated by this agreement.

9. PATENTS. Seller shall have no liability of any kind with respect to any alleged infringement of any United States or foreign patent, trademark, copyright, maskwork right, trade secrets or similar proprietary rights. Buyer agrees to look solely to the manufacturer or licensor of the products with the respect to any claim of infringement. Furthermore, Buyer agrees to protect, defend, indemnify and hold harmless Seller form al sums, costs, expenses and attorney’s feed which Seller may incur or be obligated to pay as a result of any and all claims, demands, causes of action or judgments arising out of or relating to any use, modification or enhancement of the goods purchased by Buyer unless such use, modification, or enhancement is approved in writing by the manufacturing or licensor of the goods.

10. INSTALLATION. Buyer shall be solely responsible for the installation and operation of the good covered hereby, including without limitation, the obtaining of all permits, licenses or certificated required for the installation or use of such goods.

11. USE OF PRODUCTS IN LIFE SUPPORT APPLICATIONS. Goods sold by Seller are not authorized to be used in life support equipment or for applications in which the failure or malfunction of the goods would create a situation in which personal injury or death is likely to occur. Any such use or sale of goods sold by Seller is at the sole risk of Buyer, and Buyer agrees to indemnify and defend Seller against, and hold Seller harmless from, all damages, costs, and expenses, including without limitation attorneys fees and costs relating to any lawsuit or threatened lawsuit arising out of such use or sale.

12. TECHNICAL ADVICE AND DATA. Any technical advice offered or given in connection with the use of any goods is an accommodation to Buyer, without charge, and Seller shall have no responsibility or liability whatsoever for the content of use of such advise. Without Seller’s prior written consent, Buyer shall not use, duplicate or disclose any technical data delivered or disclosed by Seller to Buyer for any purposes other than for installation, operation or maintenance of goods purchased by Buyer.

13. DEFAULT. In the event of any default, Buyer shall pay all costs incurred be Seller in collecting any amounts due under this agreement, including reasonable attorney’s fees and costs. The waiver by Seller of any breach hereof or default in any payment shall not be deemed to constitute a waiver of any succeeding breach or default. In the event of default, Seller shall have all the remedies provided under the Uniform Commercial Code, which shall be cumulative with one another and with any other remedies which Seller may have at law, in equity, under any agreement of any type or, without limitation, otherwise. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time. No action, regardless of form, arising out of, or in any way connected with, the goods furnished or services rendered by Seller, may be brought by Buyer more than one year after the cause of action, has accrued.

14. INTERGRATION AND ASSIGNMENT. This agreement sets forth the sole and entire agreement between the parties with regard to the subject matter hereof and supersedes any or all prior or contemporaneous oral or written agreements between them regarding the same. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in agreement. Acceptance or acquiescence in a courser of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity fro objection. No subsequent alteration of this agreement whatsoever shall be binding upon Seller unless reduced to writing and signed by both Seller and Buyer. No agent, employee, or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty covering the materials sold under this agreement, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within this agreement it has not formed a part of the agreement and shall not in any way be enforceable against the Seller. Any assignment of this agreement or any rights hereunder by Buyer shall be void without Seller’s written consent.

15. BUYER’S TERMS AND CONDITIONS. Seller desires to provide its customers with prompt and efficient service. Accordingly, goods furnished and services rendered by Seller are sold only on the terms and conditions started herein. Notwithstanding any terms and conditions on Buyer’s order, the information and conditions on the Credit Application are controlling over Buyer and Seller. Any conflicting statements or terms listed on the Buyer purchase orders, invoice confirmations or the Buyer generated documents (“Buyer Documents”) are negated by submission of the Credit Application and the issuance of credit by Seller, and all different or additional terms and conditions contained in any Buyer objected to by Seller. Seller’s performance of any contract is expressly made conditional on Buyer’s agreement to Seller’s Terms and Conditions of Sale, unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement, commencement of performance and or delivery shall be for Buyer’s convenience only and shall not be deemed or constricted to be acceptance of Buyer’s terms and conditions, or any of them. If a contract is no earlier formed by mutual agreement in writing, acceptance of any goods or services shall be deemed acceptance or the terms and conditions stated herein.

16. GENERAL. This agreement and performance by the parties hereunder shall be constructed in accordance with the internal laws (excluding the laws relating to conflicts) of the State of New York, including the provisions of the New York Uniform Commercial Code. The parties expressly exclude the applicability of the United Nations International Sale of goods. All agreements, covenants conditions and provision contained herein shall apply to and bind the assignees and successors in interest of Buyer. If any provision or portion of this agreement is held to be invalid, illegal, unconscionable or unenforceable, the other provisions and portions hereof shall not be affected. The several captions used herein are for the convenience of the parties only and shall not affect the construction or interpretation hereof.