International Transport Fee

Standard Terms and Conditions of Sale

The following are the terms and conditions for the sales of products by Topsion Technology to Topsion Technology's customers.

1.ACCEPTANCE AND CANCELLATION OF ORDERS.
Each order for goods is subject to acceptance in writing by a duly authorized agent 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 canceled 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 or 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. point of shipment from Topsion Technology' Ex-work Sellers facility. Title to and risk of loss of all 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, duties and taxes, 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 of 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, fires, strikes, epidemics, quarantine 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 upon failure by Buyer to pay promptly any payments due Seller, whether on this or any other contract between Seller and Buyer. Seller shall have the right to deliver all goods covered hereby at one time or in portions from time to time within the time for delivery provided in such order.

3.TERMS.
a. Unless otherwise specified by Seller in writing (refer to payment terms on face of Buyers invoice), payment in full or net amount owing, without offset or deduction, is due 30 days from date of invoice. If payment is not received within such 30 day period, a late payment of 1% per month of the unpaid balance or the maximum amount allowed by law, which ever is less, shall be paid by Buyer.

b. All internet orders placed through topsion.com are paid by credit card.

c. All checks are accepted subject to collection, and Buyer agrees to pay all costs of collection, including reasonable attorney 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 Sellers right to payment in full of all amounts owing from Buyer to Seller.

d. Seller shall have the right to refuse to ship to Buyer on credit at anytime and shipments made to Buyer on a C.O.D. or other basis shall be subject to the terms and conditions of sale contained herein. Seller shall retain a purchase money security interest in all goods sold to Buyer until the full purchase price therefore and any late payment charges have been paid.

4.INSPECTION AND ACCEPTANCE OF GOODS.
Buyer is deemed to have accepted products unless notice of rejection is given within a reasonable time, which is agreed to be within ten (10) days after receipt. CLAIMS OF LATE DELIVERY are void unless made prior to receipt of products, and receipt of products shall constitute a waiver of any claim of late delivery. No return will be accepted without prior "Return Material Authorization" (RMA # ) Material must be returned as directed by the location issuing the RMA# and be in its original packaging. Returns of product packaged in electrostatic packaging will not be accepted if electrostatic packaging has been opened.

5. LOSS OR DAMAGE IN TRANSIT.
Claims for loss or damage in transit are the responsibility of the Buyer. If Seller's assistance is required, Topsion Technology will assist the Buyer in securing any adjustments up to the limits of the Carrier.

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

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

8.DISCLAIMER OF WARRANTIES AND LIMITATIONS OF REMEDIES.
a.Seller makes no warranties or representations regarding the goods sold. Seller disclaims any warranty respecting the merchantability of the products sold to Buyer or their fitness for any particular purpose or use. Seller agrees to transfer to Buyer whatever transferable warranties Seller receives from the manufacturer of products sold to Buyer. Value-added work performed by Seller will conform to applicable Buyer's specifications relating t o such work.

b.Seller's liability arising out of any sale of goods to Buyer is expressly limited to either 1) Refund of the purchase priced paid by the Buyer for such goods (without interest), or 2) Repair and/or replacement of such goods at Seller's election, and such remedies shall be exclusive and in lieu of all others. In no event shall Seller be liable for indirect, special, or consequential damages of any nature, including, but not limited to, personal injury or property damage. Buyer's recovery from Seller for any claim shall not exceed the purchase priced paid by Buyer for the goods, irrespective of the nature of the claim, whether in warranty, contract or otherwise.

9.PATENTS INFRINGEMENTS.
Seller makes no representations that any goods sold to Buyer are free of the rightful claim of any third person by way of infringement, or of infringement of patent or trademark or the like and disclaims any warranty against infringement with respect to any goods. Buyer agrees to look solely to the manufacturer or licensor of the products with respect to any claim of infringement. Furthermore, Buyer agrees to protect, defend, indemnify and hold harmless Seller from all sums, costs, expenses and attorney fees which Seller may incur or be obligated to pay as a result of any and all claims and 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 manufacturer or licensor of the goods.

10.INSTALLATION.
Buyer shall be solely responsible for the installation and operation of the goods covered hereby, including without limitation the obtaining of all permits. licenses or certificates required for the installation 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 attorney 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 or use of such advice. 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.SOFTWARE.
All computer software if any delivered by Seller to Buyer is licensed pursuant to separate licensing agreements or other arrangements directly to Buyer from the owner of the software or other third party. Buyer acknowledges receipt of a separate agreement pursuant to which software delivered to Buyer is licensed. Buyer acknowledges that Seller is not a party to such license with respect to software supplied hereunder. Buyer agrees to look directly to the licensing party in connection with all maintenance, support, infringement and warranty claims relating to software delivered to Buyer hereunder.

14.DEFAULT.
In the event of any default by Buyer, Buyer shall pay all costs incurred by Seller in collecting any amounts due to Seller by Buyer, including reasonable attorney 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 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 prelude the exercise of that remedy at another time or 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 cause of action has accrued.

15.INTEGRATION AND ASSIGNMENT.
This agreement sets forth the sole and entire agreement between the parties with regard to the subject matter hereof and supersedes any and 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 this agreement. Acceptance or acquiescence in a course 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 an opportunity for objection. No subsequent alteration of this agreement whatsoever 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 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.

16.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 Seller’s Terms and Conditions stated herein. Seller’s Terms and Conditions are not subject to any additional or different terms of the Buyer and Buyer’s acceptance is limited to Seller’s Terms and Conditions herein. Any conflicting statement or terms listed on the Buyer purchase orders, invoice, confirmations or other buyer generated documents ("Buyer Documents") whether heretofore or hereafter submitted are negated and rejected by Seller’s Terms and Conditions herein, and all different or additional terms and conditions contained in any Buyer Documents are hereby deemed to be material alterations and notice of objection to and rejection of such terms is hereby given. Seller’s failure to object to any document, communication or act of customer will not be deemed a waiver of any of these terms and conditions. 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 in writing by Seller. In the absence of such agreement, commencement of performance an/or delivery shall be for Buyer's convenience only and shall not be deemed or construed to be acceptance of Buyer's terms and conditions. If a contract is not earlier formed by mutual agreement in writing, acceptance of any goods or services shall be deemed acceptance of the terms and conditions stated herein.

17.GENERAL.
This agreement and performance by the parties here under shall be construed in accordance with the internal laws (excluding the laws relating to conflicts) of the Commonwealth of Massachusetts. The parties expressly exclude the applicability of the United Nations International Sale of Goods. All agreements, covenants, conditions and provisions 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 instruction or interpretation hereof. Buyer warrants and represents to Seller that all goods shall be purchased for Buyer's business or commercial use and not for Buyer's personal, family or household.