Terms and Conditions (for Suppliers)

TERMS AND CONDITIONS OF PURCHASE

As one of our providers, your company plays a vital role in ensuring Fiplex Communications’ success in meeting our commitment to meet and exceed our customer’s requirements and to continually improve our products and services. This document provides guidelines for key processes that shalltake place between Fiplex and Providers. This document is not intended to cover every aspect of the relationship. Certaincontingencies and situations may not be specificallyaddressed by the guidelines in this document.

1) Purchase Order Number (PO No.): Fiplex communicates the PO No. to Provider through the Fiplex P.O. Provider shall include this P.O. No. on every packing sheet, invoice and every other communication related to this order.

2) Packing and Shipping: All items must be properly prepared for shipment to securelowesttransportationrates and comply with carrierregulations.Provider should provide packaging that provide for sufficient density and protection from any likely damage that may occur. To the extent practicable, items ordered under separate PO Nos. shall be segregatedwithin the pallet, box or shipping container. A separate packing sheet for each order included in a shipment, showing the PO No., must be included with each shipment.

3) Product Identification and Packing Conditions: Before shipment, when required, Provider shalltake photo(s) of the pallet, boxes and send to Purchasing Department.

4) Shipment or Delivery: Shipment or delivery shall be in accordance with the schedule set out in the PO and in exact quantities ordered. If it appears Provider will not meet such schedule or if Provider fails to meet such schedule, Provider shall, upon request of Fiplex and in addition to any other rights or remedies provided to Fiplex by law or under this purchase order, ship via expeditedrouting necessary either to meet such schedule or to recover the maximum possible time lost by failure to ship or deliver on schedule, and the difference between the expeditedrouting and the purchase order routingcostshall be borne by Provider.

5) Inspection: All items are subject to final inspection and acceptance by Fiplex at the destination notwithstanding any prior payment or inspection at the source. Acceptance of any items by Fiplex shall not be deemed to alter the obligations of Provider or the rights of Fiplex and its customers under the Warranty clause or any other provision of this purchase order.

6) Rejection: Fiplex notifies Provider if any items delivered are rejected for being nonconforming, and, at Fiplex’s election and Provider’s risk and expense, such items may be returned to Provider. Provider shall issue Fiplex a credit for all costs and expenses with respect to such rejected items or replace or correct rejected items, at Fiplex’s election.

7) Warranty: Provider warrants that all goods delivered shall be merchantable, fit for their particular purpose and free from defects, whether latent or apparent. Provider warrants that all servicesperformedshall be performed in a good and workmanlike manner by qualified, trained personnel. OTHER THAN THE EXPRESS WARRANTIES STATED ABOVE ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY, ARE HEREBY DISCLAIMED.

8) Invoices/Payment: A separateinvoiceshall be issued for each shipment and for each PO No., with the PO No. stated on the face of the invoice.

9) Changes: Fiplex may makechanges to any services to be performed or to any goods to be specifically manufactured, but no change shall be effective, norshall Fiplex be obligated to pay any increase in compensation as a result of a change, unless Fiplex issues a written change order. Changes which increase or decrease pricingshall be revised as mutuallyagreed to in writing.

10) Engineering Changes: Changesto Provider production process must be communicated to and approved by Fiplex when those changes could potentially affect the form, fit, or function of Fiplex products. Any Engineering change impacting Fiplex products may not be implemented until written approval from Fiplex has been received by the Provider.

11) IntellectualProperty/Reverse Engineering: Provider acknowledges that any tradesecret information, any copyrightable work product, manufacturing and control documentation, any and all patentrights and any and all other intellectualpropertyrights developed, conceived, reduced to practice, derived from or otherwise generated or contributed by Provider in the course of the performance of the Supply hereundershall be disclosed to Fiplex, and should be owned by and belongexclusively to Fiplex.Except where such restriction is expresslyprohibited by law, Customer may not attempt to decompile, disassemble or reverse engineer any of the products or attempt to derive or obtaininfomration about the function, manufacture or operation of the porducts, including but not limited to the software therein.

12) Confidentiality: Provider shall keep confidential all information designated as confidential by Fiplex or reasonableknown to be confidential, including, but not limited to, designs, processes, drawings, specifications, reports, data and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns and other items. Provider shall not disclosure such information to any thirdparty without the written consent of Fiplex.

13) Compliance: Provider warrants that all goods and servicessuppliedshallcomply with all applicable federal, state, and local laws, rules, regulations and ordinances at the time of delivery or performance. For on-site performance of services, if applicable, Provider shalladhere to all safety, health or other administrative requirements, rules, regulations or procedure of Fiplex and its facilities where services are performed and shall provide to Fiplex a health and safety declaration.

14) Agreement: This document shallbecome an “Agreement” upon acceptance and signature by Provider. Any and all disputes arising herefrom shall be construed under the laws of the State of Florida, with venue and jurisdiction for any all disputes being Miami-Dade County, Florida.  Prevailing party shall be entitled to reasonable attorney’s fees.