NetMotion - Terms & Conditions 1. CONSIDERATION In consideration for performance hereunder by NetMotion, Inc. (hereunder referred to as "NetMotion") Purchaser agrees to pay NetMotion at its office in Fremont, California, the total amount stated hereon, according to the terms stated hereon and to secure Purchasers said obligation Purchaser hereby grants to NetMotion a security interest in and to the above described components and equipment pursuant to the terms and provisions of the Uniform Commercial Code and agrees at Purchasers own expense to take all action which NetMotion shall deem necessary to protect such security interest. Purchaser has read and accepts the "Conditions of Sale and Warranty" hereon, including the provisions thereof limiting warranties. For accounts with satisfactory credit, the standard payment terms are net 30-days from date of invoice. Past due accounts are charged a fee of 1½% per month (which is an ANNUAL PERCENTAGE of 18%) of the outstanding balance for each month past due. Purchaser agrees to pay all cost of collection including reasonable attorney's fees and other collection cost if the amount due is placed for collection with or without suit. It is agree that all terms, conditions of sales and warranty are contractual and that agent signing for purchase or verbally ordering components listed above has authority to bind Purchaser to such contract and in addition acknowledging receipt of above merchandise. 2. PRICES Unless otherwise agreed at time of order and acceptance by NetMotion all prices are subject to change without notice. All products are sold FOB point of shipment. All charges, expenses, fees, duties, taxes, expedite fee(s), and insurance related to the packing or transporting the purchased goods to Buyer¿s designated site are charged to Buyer. All shipment will be invoiced at the price in effect at time of shipment. NetMotion assumes no liability for price changes by any manufacturer, supplier, or vendor. 3. ACCEPTANCE All purchase orders written or verbal are subject to acceptance and credit approval by NetMotion. 4. REPRESENTATIONS OF AGENTS AND EMPLOYEES OF SELLER Purchaser knows and understands that no employee or agent of seller is authorized to make any representation binding the seller other than those contained herein or those which are reduced to writing and approved and signed by the General Manager or Officer of the seller. Any statements written or verbal made by any agent or employee of seller contrary to the terms of this paragraph shall be construed to be mere expressions of opinion and Purchaser understands that they shall not be construed as warranties or representations and seller is in no way liable for such. 5. PURCHASER'S RISK ASSUMED HEREUNDER Seller's products are not recommended or authorized for life support or surgical implant applications, and Buyer assumes all risk and liability in use for such applications. Buyer agrees to indemnify Seller for all damages that may be incurred due to use of Seller's products in life support and surgical implant applications. 6. RETURNS Since the Seller, NetMotion, does not control the use of its products, there are no express warranties that extend beyond the description contained herein. No merchandise or equipment purchased by Purchaser from Seller may be returned without written authorization from NetMotion. Said written authorization will state terms and conditions on which returns will be determined. Returned unused merchandise must be in saleable and useable condition and such determinations are at sole discretion of NetMotion and subject to inspection and acceptance of sole discretion of NetMotion. A restocking charge will be assessed for any material approved for return. Special order items and buy-out items purchased by seller for Purchasers convenience are not returnable except when vendor of said special order items and/or buy-out items agrees to accept the item(s) for return and allowance. Any merchandise or equipment returned must be returned freight prepaid. 7. WARRANTY AND LIABILITY NO WARRANTIES OR MERCHANTABILITY AND/OR FITNESS FOR ANY PURPOSE ARE MADE OR AUTHORIZED BY SELLER. No warranties express or implied are made or authorized by seller except as herein set forth. NetMotion acts solely as an agent for the various manufacturers whose merchandise and equipment it supplies. NetMotion shall not be responsible for consequential damages or contingent liabilities or labor charges or any other charges or damages incurred by the customer out of defective installation, workmanship or defects in equipment and/or merchandise sold under this agreement. NetMotion acts solely as an agent and will convey to Purchaser whatever warranty is offered by various manufactures and vendors NetMotion represents. 8. PERFORMANCE AND CANCELLATION NetMotion shall not be responsible or liable for any delay or failure in performance or any delivery due to strikes, accidents, fire, transportation, inability to secure merchandise or equipment, weather or causes beyond its control. No order may be cancelled by Purchaser except by written notice to NetMotion and upon payment to NetMotion of all cost arising out of or in connection with the order. 9. TAXES Any and all taxes or other government charge upon sales or shipment or delivery of equipment or merchandise by NetMotion imposed by Federal, State, Municipal or other authority will be added to the sales price and be paid by the Purchaser. 10. FINIAL EXPRESSION If any provision or clause herein is invalid or unenforceable by virtue of any law applicable thereto, then this agreement shall be considered divisible as to such provision or clause and the remainder shall be binding and valid as though such provision or clause were not included herein.