By placing an order with Omni Data Systems, Ltd, L.L.P., herein referred to as "Seller", a Customer, herein referred to as "Buyer", agrees to the sales terms and conditions of this agreement as listed below.

BUYER'S OFFER, RESULTING FROM SELLER'S QUOTATION, IS EXPRESSLY CONDITIONED UPON BUYER'S ASSENT TO SELLER'S STANDARD TERMS AND CONDITIONS PRINTED BELOW AND ANY OTHER POLICIES LISTED ON THE SELLER'S WEB-SITE. ALL ORDERS WILL BE SUBJECT TO ACCEPTANCE ON SELLER'S STANDARD SALES ORDER ACKNOWLEDGEMENT FORM BY SELLER AT SELLER'S APPROPRIATE ORDER ENTRY LOCATION.

• I have read and understood all other policies as presented at the Seller's website.

• Seller warrantees that product shipped to the buyer and found to have defects in material and workmanship will be repaired or replaced, at seller's option, under the terms and conditions listed hereunder and any applicable Seller's policies listed at the Seller's web-site.

• Delivery dates are approximate, subject to normal variations customary in the industry and unforeseen delays. Seller shall not be liable to Buyer for any delay which is directly or indirectly the result of any cause BEyond Seller's reasonable control; including without limitation, fire, flood, accident, Civil unrest, acts of God, war, governmental interference, labor difficulties, disruption in materials or supplies, actions or omissions of suppliers or vendors, or transportation delays.

• The buyer may request a cancellation of Product purchase order prior to actual ship date from Seller's facilities. in such cases, A minimum restocking fee of 20% will be assessed to the buyer. Cancellation requests received after SELLER HAS shipped product to The buyer will be not be processed. Buyer is responsible for all applicable freight and insurance charges, if any.

• The sale of product is final. if product is found to be defective within the specified warranty period (typically 90 days, unless otherwise specified), it will be repaired or replaced, at seller's option, with the same or comparable product. The buyer must obtain a Return Materials Authoriztion (rma) number, prior to shipping product back to seller. All returned product must be in complete condition with all options as shipped originally from Seller, documentation and accessories included.

• If Seller determines that the returned products are not defective, Buyer shall pay Seller all costs of handling, inspection, repairs and transportation at Seller's then prevailing rates.

• To the maximum extent permitted by applicable law, in no event shall Seller be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, misuse, neglect, accident or abuse or operating or environmental conditions that deviate from the parameters established in applicable specifications, or have been improperly installed, stored, maintained, repaired or altered by any other than Seller, or loss of business profit, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product. In any case the Seller's entire liability under any provision of this agreement shall be limited to the repair or replacement of product found to be defective.

• Seller is not responsible to buyer for any shipping companys' errors or negligence during transit of product or the resulting damage or loss of value, time, profit or money.

• Buyer will not intentionally cause any damage to Seller, physically, financially or in reputation.

Prices do not include any taxes, duties and tariffs, now or hereafter enacted, applicable to the Product sold on this transaction. Seller may add taxes, duties and tariffs to the sales price where Seller invoices the same to comply with applicable legal or Customs requirements. These added costs will be the responsibility of the Buyer, unless Buyer provides Seller with a proper exemption certificates.

Prices apply only if the quantity ordered hereunder is released for shipment within six (6) months (or longer if mutually agreed to in writing) from the date of Seller's receipt of Buyer's order. Otherwise, Seller's standard price in effect at time of release shall apply to quantity shipped and Buyer shall pay the difference in price, if any, and Seller has the right to terminate this Agreement. In such event, Buyer is liable for termination charges as set forth in section Termination and Cancellation, paragraph 1.

Buyer grants to Seller the right at any time during the course of this Agreement to revise prices hereunder by Seller's giving to Buyer a written notice; such revised prices will apply to all Product thereafter shipped. If Buyer provides written objection within ten (10) days following notice of a price change established by Seller, Seller shall have the option of terminating this Agreement with no liability to Seller.

All shipments of Product shall be delivered ExWorks Seller's location, and title and liability for loss or damage thereto shall pass to Buyer upon Seller's delivery of the Product to a carrier for shipment to Buyer, and any loss or damage thereafter shall not relieve Buyer from any obligation hereunder. Buyer shall be liable for costs of insurance and transportation and for all import duties, taxes and any other expenses incurred or licenses or clearance required at port of entry and destination.

Seller may deliver Product in installments. Shipping dates are approximate only. Seller shall not be liable for any loss or expense, whether by way of Agreement or tort, (consequential or otherwise) incurred by Buyer if Seller fails to meet the specified estimated delivery schedule because of unavoidable production or other delays.

All provisions of this section shall apply to both domestic and international shipments, except that title to Product shipped outside the U.S. shall pass at the point of destination; risk of loss or damage and all expenses associated with Product shipped outside the U.S. shall be the responsibility of the Buyer. Notwithstanding any other provisions of this section to the contrary, if Buyer is an international subsidiary of Seller, title shall pass at the point of destination and Seller shall be liable for loss or damage to such Product until receipt by Buyer at point of destination.

Buyer agrees to pay Seller the full amount for its order including shipping, handling, taxes and other expenses, if applicable. Otherwise, items purchased by the Buyer remain as the property of Seller. Buyer responsible for any legal expenses toward collecting debts.

Buyer agrees that it will pay for shipping any item(s) back to Seller for warranty of defective products. Shipping and labor charges are not refundable. Restocking fees may be applicable to certain items. The amount of credit or terms of payment may be changed, or credit withdrawn by Seller at any time. If the Product are delivered in installments, Buyer shall pay separately for each installment.

Payment shall be made for the Product without regard to whether Buyer has made or may make any inspection of the Product. If Buyer delays shipments, payments are due from the date when Seller is prepared to make shipments. Product held for Buyer are at Buyer's risk and expense.

Seller shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control either of Seller or Seller's suppliers.

Including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where Seller has exercised ordinary care in the prevention thereof. Seller may allocate production and deliveries among Seller's customers.

Seller may modify the specifications of Product designed by Seller, and substitute Product manufactured to such modified specifications for those specified herein, provided such Product substantially conform to this Agreement.

Where Buyer orders Product subject to military specifications, Buyer agrees that Seller may supply Product which conforms with the most current version or revision of the applicable military specifications.

Buyer, at all times, shall comply with all applicable federal, state and local laws and regulations. Export of the products covered by this Agreement or acknowledgment may be subject to export license control by the U.S. government.

It is Buyer's responsibility to obtain any licenses, which may be required under the applicable laws of the U.S., including the Export Administration Act and regulations promulgated thereunder.

Any notice or instruction from the Buyer received subsequent to Seller's acknowledgment, including supplementary information contained in a confirming purchase order, which has the effect of changing the specifications, scope of work, or other terms will be effective only upon an appropriate adjustment in the price and/or delivery date, and acceptance of any change by Seller in writing.

THE FOLLOWING IS IN LIEU OF ALL WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OBLIGATION ON THE PART OF SELLER.

Seller, except as otherwise hereinafter provided, warrants the Product against faulty workmanship or the use of defective materials for typically 90 days, unless otherwise specified. Seller warrants that at the Seller has title to the Product free and clear of any and all liens and encumbrances as provided for in Section Title and Delivery above. These warranties are the only warranties made by Seller and can be amended only by a written instrument signed by an officer of Seller.

Except as stated above, Seller, makes no warranties, express or implied and specifically disclaims any warranty of merchantability or fitness of the Product for a particular purpose. This warranty applies only to Buyer and may not be assigned or extended by Buyer to any of its customers or other users of the Product. Seller will not accept returns from Buyer's customers or users of Buyer's products.

Continued use or possession of Product after expiration of the applicable warranty period stated above shall be conclusive evidence that the warranty is fulfilled to the full satisfaction of Buyer. Seller makes no warranty as to experimental or developmental Product or Product not manufactured by Seller, provided that as to Product not manufactured by Seller, Seller, to the extent permitted by Seller's contact with its supplier shall assign to Buyer any rights Seller may have under any warranty of the supplier thereof.

Seller's warranties are herein above set forth and as stated in the Seller's Warranty Policy as indicated on its web-site (www.omnidatasys.net). These warranties shall not be enlarged, diminished or affected by, and no obligation or liability shall arise or grow out of Seller's rendering of technical advice or service in connection with Buyer's order of the Product furnished hereunder.

Buyer agrees to indemnify and hold harmless Seller for all claims, whether arising in tort or Agreement, against Buyer and/or Seller, including Attorney's fees, expenses and costs, arising out of the application of Seller's products to Buyer's designs and/or products, or Seller's assistance in the application of Seller's products.

If the Product furnished by Seller fails to conform to Seller's warranty as stated in this Agreement, Seller's sole and exclusive liability shall be (at Seller's sole option) to repair, replace, cross-ship or credit Buyer's account for any such Product which are returned by Buyer during the applicable warranty period. Further, the Buyer must follow the Warranty Policy as indicated in this Agreement and on the Seller's web-site.

By following the instructions on-line the Buyer must promptly notify Seller upon discovery by Buyer that such Product failed to conform to this Agreement. If such Product are non-conforming, Seller may elect to repair or replace or cross-ship such Product, at Seller's discretion. Seller shall have a reasonable time to make such repairs, replace or cross-ship such Product.

THIS IS THE SELLER'S ONLY LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY CLAIM, WHETHER ARISING IN TORT OR AGREEMENT, AND IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Acceptance shall be presumed conclusively to have occurred thirty (30) days following shipment of product to Buyer, unless Buyer has accepted the product prior to that date.

Buyer may terminate this Agreement in whole, or from time to time, in part, upon thirty (30) days advance written notice to Seller. In such event, Buyer shall be liable for termination charges, which shall include: a price adjustment based on the quantity of Product actually delivered and all cost, direct and indirect, incurred and committed for this Agreement; together with a reasonable allowance for prorated expenses and anticipated profits.

If, in Seller's judgment, the Buyer's financial condition does not justify the terms of payment specified, Seller may cancel this Agreement unless Buyer shall immediately pay for all Product, which have been delivered and pay in advance for all Product prior to delivery.

In the event of any default by Buyer, Seller may invoke any remedy provided by law or by the terms herein stated, and may decline to make further shipments. If Seller elects to continue to make shipments, Seller's actions shall not constitute a waiver of any default by Buyer or in any way affect Seller's legal remedies for any such default.

In the event Seller resorts to a third party or to litigation in order to collect amounts due, Buyer agrees to pay costs of collection for amount owed to Seller. These costs include but are not limited to: collection fees, attorney's fees, court costs, and interest in the amount of 1% per month (12% per annum), from the date the amount is due.

The validity, performance and construction of this Agreement shall be governed by the laws of the state in which Seller resides, as shown on the face hereof. Such state shall be the only jurisdiction in which any suit may be brought against Seller regarding any dispute arising of this transaction.

The Buyer must make the Seller aware of any national, U.S. Government, state or local Agreement or sub-Agreement that is relevant in the performance of this Agreement. Further, the Buyer must provide the Seller with all relevant information, special circumstances or specifications required to be compliant in providing Product for the specified national, U.S. Government, state or local Agreement or sub-Agreement.

If Product to be furnished under this Agreement are to be used in the performance of a national, U.S. Government, state or local Agreement or sub-Agreement, clauses of the applicable government procurement regulations which are required by statutory regulations are to be included and are incorporated herein by reference.

The Buyer must inform and provide Seller with all such regulations that impact the performance of the Seller in filling Buyer's Orders. Notwithstanding any government Agreement or sub-Agreement, the Buyer is responsible for complying with this Agreement and all other Seller's policies.

This Agreement is binding upon and inures to the benefit of the parties and the successors and assigns of the entire business and good will of Buyer, or of that part of the business used in the performance of this Agreement, but shall not be otherwise assignable, without the prior consent of Seller.

No certificates of compliance, conformance, or chemical analysis shall be provided unless Buyer's detailed requirements are stated on the face of the Buyer's order. Seller reserves the right to charge an additional fee for any such certificate or certification process.

Quotations are preferably made on the basis of Buyer's description of the Product with the appropriate part numbers and specifications. Where Buyer requires Product samples from Seller to evaluate compatibility, Buyer will pay for such demo Product in advance. If demo period is successful, the Buyer retains the Product for its use.

If demo period is unsuccessful, Buyer may provide Seller with a written description of any possible variance from specifications. The Buyer may, at its option, work with the Seller to correct the identified Product variance or return the demo Product for refund as outlined in the Seller's Demo Policy.

If any phrase, clause or provision shall be declared void, the validity of any other provisions shall not be affected thereby.

Neither party hereto shall, without the prior written consent of the other party, which will not be unreasonably withheld, publicly announce or otherwise disclose the existence of the terms of this agreement, or release any publicity regarding this amendment. This provision shall survive the expiration, termination or cancellation of this Agreement.

THIS AGREEMENT AND ALL RELEVANT POLICIES, AS STATED ON THE SELLER'S WEB-SITE, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SALE OF THE PRODUCT DESCRIBED ON THE FACE HEREOF.