STANDARD TERMS OF SALE

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1.) Payment: Terms as shown are subject to credit approval. All shipments are Freight on Board (FOB) SenSource plant. Payment shall not prejudice claims on account of omissions or shortage in shipment, but no such claim will be allowed unless made within 30 days after receipt by Customer. Payment for first shipment on new accounts must be made by credit card or Collect on Delivery (COD) unless otherwise agreed upon. Payments will be considered delinquent if not received by SenSource within 30 days after delivery of invoiced items. A Late payment fee of 2% per month or the highest percentage permitted by law will be added to the outstanding delinquent amounts of invoices. Orders exceeding $50,000 USD will require partial prepayment as agreed upon in a separate document when orders are placed.

2.) Delivery: SenSource shall not be liable for any delays in or failures of delivery due to acts of God or public authority, labor disturbances, accidents, fires, floods, extreme weather conditions, failures of and delays by carriers, shortages of material, delays of a supplier due to causes beyond its control, or any other cause beyond the control of SenSource. SenSource shall notify Customer of any such delays as soon as it becomes apparent. In no event shall SenSource be liable for consequential or special damage arising out of delay in or failure of delivery. Customer’s requested delivery date or schedule shall be approximate and subject to SenSource’s approval and acceptance. All products are shipped via freight prepaid service unless otherwise specified by the customer. All freight and delivery charges will include insurance for loss or damage to goods provided by SenSource.

3.) Inspection: All goods ordered by the Customer shall be subject to final inspection and approval of Customer and/or Government at destination. All products, material and workmanship shall be open to inspection and test at SenSource’s plant by authorized representatives of Customer and/or of the United States.

4.) Hardware Warranties: All hardware sold by SenSource is warranted for duration as listed on the product literature or one year if not listed or as indicated on separately purchased extended warranty programs offered by SenSource. Custom products with item numbers starting “SC‐” are warranted for 90 days. These express warranties are in lieu of and exclude all other warranties unless expressly agreed to in writing between SenSource and Customer. SenSource’s sole obligation under these warranties shall be to issue credit, repair, or replace any item or part thereof which is proved to be other than as warranted. No allowance shall be made for any labor charges for replacement of parts, adjustment or repairs, or any other work, unless such charges are authorized in advance by SenSource in writing. If goods are claimed to be defective in material or workmanship or not to conform to specifications, drawings, blueprints and/or samples, SenSource, upon notice promptly given, will either examine the goods at their site or issue shipping instructions for return to SenSource (transportation costs prepaid by Customer). In the event any goods are proved to be other than as warranted, transportation costs to and from SenSource’s plant will be borne by SenSource and reimbursement or credit will be made for amounts so expended by Customer. These warranties shall not extend to any goods or parts thereof which have been subjected to adverse environmental conditions for which the product was not intended, misuse or neglect, damage by accident, rendered defective by reason of improper installation or by the performance of repairs or alterations outside of SenSource’s plant except when performed under SenSource’s specific authority.  These warranties shall not apply to any goods or parts thereof furnished by Customer or acquired from others at Customer’s request and/or to Customer’s specifications.

5.) Software Warranties:

A. For a period of 90 days from the date of purchase, the CD, DVD or other media that contains software, is warranted to be free from defects in material and workmanship. If the media is defective or faulty in workmanship, Customer may return the media to SenSource at the address below with a written description of the defect, and SenSource will replace the media without charge. Replacement of the media is Customer’s sole and exclusive remedy and SenSource’s sole liability.

5 B. Except for express provisions in paragraph (A), the software and accompanying written materials are provided on an “as is” basis, without any warranties of any kind, including, but not limited to, any implied warranties of merchantability or fitness for any particular purpose. No oral or written information or advice given by SenSource, its dealers, distributors, agents, subcontractors, or employees shall create a warranty, or in any way increase the scope of this warranty and Customer must not rely on any such information or advice. SenSource does not warrant, guarantee, or make any representations regarding the use, or the results of use of the software or written materials in terms of correctness, accuracy, reliability, current version, or otherwise, and the entire risk as to the results and performance of the software is assumed by Customer. If the software or written materials are defective, then Customer, not SenSource or its dealers, distributors, agents, subcontractors, or employees, assume the cost of necessary servicing, repair, or correction other than expressly described above. Customer’s sole remedy will be to uninstall and return software for full credit within 30 days of the original purchase.  By installation of any SenSource software, Customer acknowledges that Customer has read, understands and accepts the entire End User License Agreement (EULA) displayed during installation of the software.

6.) Support: Technical phone support is provided free of charge for all products both software and/or hardware during installation. Unless a support program or bulk support is purchased, Customer will incur charges for technical support based on current rates.

7.) Changes in Specification or Designs:  Should Customer request that changes be made in the specifications or design relating to any goods, delivery dates and schedules shall be revised accordingly, if necessary, and an equitable adjustment, upward or downward, shall be made in price in so far as warranted.

8.) Termination, Reduction in Quantity, Rescheduling Delivery: In the event Customer desires to terminate any part or all of the work to be done hereunder, to reduce the quantity of goods ordered, or reschedule the delivery of any goods, fair compensation shall be made to SenSource. SenSource shall recover, without duplication, the contract price for items, which have been completed, the actual costs incurred by SenSource which are properly allocatable or apportionable under recognized commercial accounting practices to terminate work (including cost of discharging liabilities) plus a reasonable profit, the reasonable costs and expenses incurred by SenSource in making settlement hereunder and in protecting property in which Customer has an interest, and/or the increased costs incurred by SenSource by reason of a revision in the delivery schedule.

9.) Customer’s Property: Any designs, tools, patterns, material, drawings, information or equipment furnished by Customer, or any special tools made or acquired for the Customer by the SenSource which becomes Customer’s property shall be used only in the production of the goods called for herein and not otherwise unless by Customer’s written consent. SenSource agrees to exercise reasonable care with respect to such property and equipment while in SenSource’s possession and control, but shall not be responsible for loss or damage occurring without SenSource’s fault or negligence or for ordinary wear and tear.

10.) Patents: Unless the design for the goods shall have been furnished by the Customer to the SenSource and used by the SenSource in manufacturing the goods, SenSource shall defend and save harmless the Customer from any claim that any product or article sold to the Customer hereunder in and of itself infringes any United States letters patent by reason of its sale or use, provided SenSource is notified in writing within ten (10) days after any such claim is made against the Customer, and provided further that SenSource is permitted to defend the same in Customer’s name if action be brought. If the product or article sold to the Customer hereunder is manufactured by the SenSource according to a design furnished by the Customer, the Customer will defend and save harmless the SenSource from any claims of infringement of any United States patent.

11.) Taxes: Sales and use taxes, payable by Customer, which are presently or may hereafter be imposed by any taxing authority, are not included in the sale price. Any direct or indirect tax, payable by SenSource, which may hereafter be imposed by any taxing authority upon the manufacture, sale or delivery of products covered by this order, or any increase in rate of such tax now in force, shall be added to the sale price. If not collected at time of payment of sale price, Customer will hold SenSource harmless.

12.) Compliance with law: SenSource agrees to comply with all federal, state and local laws which may be applicable to the manufacture or sale of the products furnished hereunder. SenSource agrees to furnish Customer with a written statement on its invoice representing that the goods produced or services performed hereunder were produced in compliance with the requirements of Section 12(A) and all other applicable requirements of the Fair Labor Standards Act of 1938, all amendments thereof, and all applicable regulations and orders of the Administrator of the Wage and Hour Division of the Department of Labor issued thereto.

13.) Price Revision: Prices are binding on SenSource when Customer’s order is accepted. No revision of prices shall be made or requested, except as specifically provided herein, unless there is attached to SenSource’s quotation and/or acceptance of Customer’s order a rider specifically setting forth the terms and conditions of such revision, which rider shall become a part of SenSource’s terms as though fully set forth in SenSource’s quotation and acceptance of Customer’s order.

14.) Trial Period Warranty: All standard goods sold by SenSource under agreed trial period (typically 30 days) are warranted for full reimbursement of Customer’s cost for standard equipment within the agreed upon days of procurement . This trial period can be extended at the sole discretion of SenSource. SenSource requests that a valid credit card be on file with any trial period agreement. Customer grants SenSource authorization to apply charges to the submitted credit card for all material not returned within the agreed trial period. In the event Customer desires to relinquish goods within the trial period, Customer is obligated to disburse shipment cost only. Should the Customer opt to return these goods within the trial period, SenSource will grant full credit for materials following a physical inspection of returned goods. A return material authorization form must be requested prior to return of any product. Customer grants SenSource authorization to apply charges for materials that are damaged or deemed not resalable by SenSource to the credit card submitted by the Customer at the full price for each damaged item. Customer accepts logistical responsibly of shipping products from Buyers location in the case of returning goods within the trial period agreed upon.

15.) Restocking Policy: Acceptance of returned merchandise for refunds and/or credit is at the discretion of the SenSource and will adhere to the following terms.

A. Returned Material Authorization:  A pre‐approved Returned Material Authorization (RMA) form must accompany merchandise that is returned for credit, repair or replacement. Return authorizations will be approved by SenSource. When materials are received, an inspection will be performed to determine if restocking charges are applicable. Material that does not have an authorization may be returned to the Customer at his or her expense.

15 B. Restocking Charges: Except in cases of warranty claims and systems designated for trial by Customer, returned items may incur a minimum 20% restocking fee if returned in resalable condition. Resalable is defined as fully functional with no physical evidence of use. Items damaged by improper handling or custom assemblies (items made to meet specific requirements of the customer) and item numbers beginning with “SC‐” are non returnable and nonrefundable. Restocking charges may vary depending on the quantity and specialty of the items being returned therefore SenSource should always be contacted prior to returning items.

Address for Returned Merchandise:   SenSource Returns, 3890 Oakwood Avenue, Youngstown, OH 44515

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