Terms and Conditions of Sale

1. Prices. All prices are quoted in US dollars and shipping terms are “F.O.B. Bytewise” unless otherwise specified on a quotation. The Seller is responsible to package and ship equipment to specified destination. Seller will charge to the buyer a non-refundable shipping fee with each order. The Buyer is responsible for insurance, duties, taxes and custom clearance. Quotations are firm for 90 days unless otherwise specified on the quotation, and thereafter are subject to review and revision. All excise, sales, use and other similar taxes applicable to this order and required to be collected by the Seller shall be added to the invoice unless appropriate exemption certificate is received. All customs expenses, value added taxes and importing duties required of the Seller when delivering the product shall be added to the invoice unless otherwise specified on the quotation.

2. Acceptance/Cancellation of Orders. No contract between Seller and Buyer shall come into existence until Buyer’s order has been accepted. Acceptance of Buyer’s order is expressly conditioned on Buyer’s agreement to these Terms and Conditions of Sale; these Terms and Conditions shall supersede and control any terms and/or conditions, whether oral or on purchase order forms or otherwise, submitted by Buyer, and are subject to modification only by written agreement signed by Buyer and Seller. Orders placed may be canceled, and shipment of goods produced or in process extended beyond the original delivery date, only with Seller’s written consent, and upon terms which will equitably compensate Seller.

3. Terms of Payment. The standard terms of payment are: prepaid with a major credit card, pre-paid wire transfer, or 100% Net 30 Days from date of invoice (with credit approval). Seller’s responsibility under the warranty terms below is not lessened by payment of invoice. Interest on all past due amounts will be charged at 18% annual percentage rate or 1.5% monthly percentage rate.

4. Risk of Loss. Risk of loss of all products and parts ordered shall pass to the Buyer upon their delivery to a carrier for shipment. Any claims for shortages or damages suffered in transit shall be submitted by the Buyer directly to the carrier.

5. Security Agreement. Buyer hereby grants to Seller a security interest in all materials identifiable with the goods subject to this order, to the extent that these materials have been delivered to the Buyer and full payment, as agreed upon in the Purchase Order, has not been made by Buyer to Seller. Seller agrees to execute any UCC Financing Statements or other documents and do such other acts considered by Seller to be necessary to perfect or protect the security interests hereby created.

6. Force Majeure. Seller shall not be liable for any defaults, damages, or delays in filling any order caused by conditions beyond Seller’s control, including but not limited to Acts of God, strike, lock-out, boycott or other labor troubles, war, riot, flood, government regulations, or delays of Seller’s subcontractors or suppliers in furnishing materials or supplies due to one or more of the foregoing or like causes.

7. Limited Warranty. Seller warrants that the software and the hardware system will perform substantially in accordance with the accompanying written materials and will be free from defects in material and workmanship under normal use and service for a period of one year from the date of installation. Our specifications are based on the capabilities of the equipment. Actual performance may vary depending on conditions outside of our control such as installation, environment, maintenance practices, operator skill and practices, and calibration practices. Therefore, we do not guarantee that our system will detect defective parts or components.

   Seller’s entire liability and customer’s exclusive remedy shall be, at Seller’s option, either (a) return of the price paid, or (b) repair or replacement of the software or hardware that does not meet this Limited Warranty. Claims of defective material or workmanship must be filed with Seller in writing within 30 days of discovery. Repair or replacement of the software or hardware that does not meet this Limited Warranty will be done at Seller’s corporate office in Columbus Georgia unless otherwise agreed. In the event that Bytewise chooses to ship replacement parts to the system’s site, Seller shall pay the applicable shipping costs. However, all importation costs associated with the replacement part, including but not limited to, brokerage fees, landing charges, duties, taxes, and storage fees shall be paid by the Buyer. Buyer shall pay for all transportation and export costs for parts returned for repair or exchange. This Limited Warranty shall not apply to any product or part that has been subject to misuse, negligence, accident, abuse, or misapplication. Any replacement software or hardware will be warranted for the remainder of the original warranty period or thirty days, whichever is longer. The warranty as set forth is in lieu of all other warranties either expressed or implied. Any alteration or repair made without Seller’s written approval relieves Seller of all responsibility hereunder.

   NO LIABILITY FOR CONSEQUENTIAL DAMAGES: To the maximum extent permitted by applicable law, in no event shall Seller or its suppliers be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if Seller has been advised of the possibility of such damages. In any case, Seller and its suppliers’ entire liability under any provision of this agreement shall be limited to the amount actually paid by Buyer for the software and hardware system.

8. Patent Liability. Buyer agrees to hold Seller harmless for any liability of Seller for infringement of patents by reason of manufacture according to Buyer’s design or by reason of incorporation of a part produced by Seller in a more comprehensive assembly than sold by Seller provided Seller promptly notifies Buyer of any claim or litigation and tenders the defense thereof to Buyer.

   Seller agrees to hold Buyer and its customer harmless against only infringement of patents covering the material or part in the form sold by Seller provided Buyer or its customer, as the case may be, promptly notifies Seller of any claim or litigation and tenders the defense thereof to Seller.

   Seller grants no license, expressed or implied, other than the right of Buyer to use the specific material or part in the form delivered by Seller.

9. Inspection. Buyer agrees to inspect all goods upon delivery and notify Seller of any damage within 10 days of receipt. Seller agrees to assist Buyer in seeking remedy from shipper for any damage or loss incurred during shipment.

10. Governing Law. Our transaction shall be governed by, and all documents shall be interpreted and/or construed under the laws of the state of Georgia, USA.

11. Indemnification. Buyer agrees to indemnify Seller for, and hold Seller harmless from, all costs and expenses incurred by Seller, including without limitation, cost of investigation, attorney’s fees, and amounts paid in settlement or satisfaction of claims, proceedings, or judgments, in connection with all claims and proceedings against Seller based upon claimed defects in design in any item or items manufactured for Buyer by Seller to Buyer’s design and/or specifications.

Updated May 2009