Terms and Conditions

TERMS AND CONDITIONS OF SALE

QUOTATION: Quotes are valid for Ninety (90) days from the date of quotation. Only written quotations are valid.

PRICES: All prices shown on this Price List are EXW Miami, Florida (Fiplex Communications, Inc., Miami, FL), and are subject to change without prior notice. Price includes Standard Domestic Packing. For extra packing, an additional charge will be accessed.

ORDERS: All orders must be provided with operation frequencies and power levels according to Fiplex Checklist.

ORDER ACCEPTANCE: Orders are valid only when accepted at Fiplex Communications, Inc.

TERMS OF SALES: Terms of Sales are Prepaid, unless other terms have been established prior to shipment. Past due accounts are subject to a late charge of up to 2.0% monthly with a minimum of $100, beginning 5 days after the date of issuance of our valid invoice.

SPECIFICATIONS: Fiplex Communications, Inc. reserves the right to change the specifications of any of its products without prior notice and without any obligation to replace previous shipments to Customer.

REVERSE ENGINEERING: Except where such restriction is expressly prohibited by law, Customer may not attempt to decompile, disassemble or reverse engineer any of the products or attempt to derive or obtain information about the function, manufacture or operation of the products, including but not limited to the software therein.

ORDER CANCELLATION: Once a purchase order has been accepted by Fiplex Communications, Inc., its complete or partial cancellation will be penalized with up to 20% of its value. Customized products or special products cancelled after the purchase order acceptance are non‐refundable and will be charged at 100% of their price.

STANDARD WARRANTY POLICY: Fiplex Communications, Inc., herein called Fiplex, warrants that all equipment of its manufacture shall be free from defects in design, materials and workmanship for a period of 1 year from the date of shipment. If any such product, entirely or in part, fails to produce the performance as set forth in the brochures, quotations or literature provided by Fiplex, such product will be replaced or repaired at Fiplex’s expense provided that the failure was not the result of alteration, misuse, tampering, misapplication, shipping

damage or vandalism. OTHER THAN THE EXPRESS WARRANTIES STATED ABOVE ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY, ARE HEREBY DISCLAIMED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. IN NO EVENT SHALL FIPLEX BE LIABLE FOR DAMAGES, DIRECTLY OR INDIRECTLY, INCLUDING ANY

SPECIAL OR CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE OR LOSS OF DATA, WHETHER OR NOT RELATING TO OR IN ANY MANNER RESULTING FROM OR ARISING OUT OF ANY NONCONFORMITY OF THE PRODUCTS TO THE WARRANTY HEREIN, ANY DEFECT IN MATERIAL AND WORKMANSHIP, ANY PERFORMANCE OR NONPERFORMANCE BY FIPLEX OF ANY OF THE OBLIGATIONS OR DELAY OF DELIVERY OR FAILURE TO DELIVER FOR WHATEVER CAUSE, OTHER THAN DAMAGES

EXPRESSLY PROVIDED FOR ABOVE. CUSTOMER SHALL NOT DELAY, WITHHOLD, SUSPEND OR SET‐OFF PAYMENT DUE AND OWING TO SUPPLIER AS A RESULT OF A BREACH OF WARRANTY CLAIM UNDER THE WARRANTY PROVIDED BY SUPPLIER.

EXTENDED WARRANTY: Upon Management’s pre-approval, Fiplex Communications, Inc. can extend the warranty of the equipment at a rate of 5% of the product price per each additional year.

PROFESSIONAL SERVICES: The terms, conditions, and schedules of an independent Fiplex Master Professional Services Agreement will exclusively govern the agreement.

A budgetary proposal is not a contract but only a draft for negotiation purposes – it does not create any obligation on the part of Fiplex or the Customer. Resource utilization and costs estimates are for illustration purposes only and the actual resources employed and the project cost could be higher or lower than the estimates presented here.

For Professional Services, all amounts due to Fiplex shall be billed on a time and materials basis upon providing each service specified in the Fiplex Statement of Work. Travel and other reimbursable expenses for Fiplex employees and subcontractors will be billed at a cost to the Customer, including airfare, hotel, vehicle, and meals, as well as other expenses directly attributable to supporting the Customer.

GOVERNING LAW AND FORUM: Any commercial relationship shall be governed, interpreted and construed according to the substantive laws of the State of Florida without regard to conflicts of laws principles thereof and shall not be governed by the Convention on the International Sale of Goods. Customer and Fiplex agree that any legal or equitable action for claims, debts or obligations arising out of, or to enforce the terms of any commercial relationship shall be brought exclusively in the United States District Court for the Southern District of Florida or the ordinary courts of Miami, Dade County, FL, and that in any action brought in accordance with this section, such court shall have personal jurisdiction over the parties to this Agreement, that venue for such action shall be appropriate in such court. Each party waives its right to objections based on a parties authority to maintain an action in that jurisdiction or court’s authority over the person. In connection with the collection of unpaid invoices or with any litigation, including but not limited to, appellate, bankruptcy or civil proceedings, arising out of any commercial relationship, the prevailing shall be entitled to recover reasonable attorney’s fees and costs.