Sales Terms and Conditions

All sales made by Padova Technologies, Inc. (“Padova”) to its customers (“Purchaser”) are subject to these terms and conditions. Purchaser’s acceptance of these terms and conditions shall be made by either (i) Purchaser providing a purchase order number to Padova or (ii) Purchaser’s acceptance of any product from Padova, whichever occurs first.

1. ORDERING

Prior to placing an order, Purchaser’s account must be current and in good standing. Purchaser must provide Padova with complete order information as required by Padova. The order information will include without limitation the (i) Product description, (ii) unit quantity, (iii) part number, (iv) current unit price as provided by Padova and (v) correct shipping address. Padova reserves the right to require additional information. Purchaser shall not disclose any confidential information when ordering from Padova. Purchaser may place orders over telephone, via facsimile and via Padova approved electronic ordering methods only through persons who identify themselves as Purchaser personnel. Padova will have no obligation to confirm the validity of any order placed or the authority of the person placing an order in this manner. Orders are non-cancelable.

All Product pricing, description and availability information (“information”) provided by Padova, in any form, is the property of Padova. Padova hereby grants Purchaser a limited, non-exclusive, non-transferable license to use the information for Purchaser’s internal use only for purposes of Purchaser’s sales and purchases of Products sold by Padova. Purchaser agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein.

2. SHIPMENT AND DELIVERY

All Product shipments will be made FOB origin. For Products owned by Padova, title and risk of loss will transfer to Purchaser upon Padova tendering the Product for delivery to the carrier. Padova will ship Products using Padova’s carrier of choice in accordance with Padova’s shipping policies at the time of shipment unless Purchaser specifies carrier and provides account number. If Purchaser requests Padova prepay and bill Purchaser for freight charges, Purchaser agrees that Padova retains the right to choose the carrier. Notwithstanding anything to the contrary herein, additional charges may apply for unusually heavy or large items. COD and additional fees may also apply. Purchaser shall examine all products upon receipt and shall notify Padova, as specified herein, of all discrepancies and refusal to accept delivery of purchased Product. Such notice shall be reasonably detailed and explain the discrepancy or why the purchased Product was refused. If Purchaser does not give Padova such notice as stated herein, Purchaser agrees that such Products have been accepted by Purchaser as of the date of shipment.

3. CREDIT AND PAYMENT TERMS

Purchaser shall furnish to Padova all financial information reasonably requested by Padova from time to time for the purpose of establishing or continuing Purchaser’s credit limit. Purchaser agrees that Padova shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase price be paid prior to shipment. Purchaser shall notify Padova of all changes to Purchaser’s name, address, or the sale of substantially all of its assets. Padova shall have the right from time to time, without notice, to change or revoke Purchaser’s credit limit on the basis of changes in Padova’s credit policies or Purchaser’s financial condition and/or payment record. Purchaser shall not deduct any amounts owing from any Padova invoice without Padova’s express written approval, which approval shall be contingent upon Purchaser providing all supporting documentation for such deduction as required by Padova. Credit cards (MasterCard, Visa) will only be accepted at the time of order. No cash payments will be accepted. Padova retains (and Purchaser grants to Padova by submitting a purchase order) a security interest in the Products to secure payment in full, and Purchaser agrees to execute any additional documents necessary to perfect such security interest. If Purchaser fails to make timely payment of any amount invoiced hereunder, Padova shall have the right, in addition to any and all other rights and remedies available to Padova at law or in equity, to immediately revoke all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of Padova under these terms and conditions to deliver Products on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statue, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute is filed against Purchaser, or if a receiver or trustee is appointed to take possession of the assets of Purchaser.

4. TAXES

Purchaser shall bear applicable federal, state, municipal, and other government taxes (such as sales, use, etc.). Unless otherwise specified, prices do not include such taxes. Exemption certificates, valid in the place of delivery, must be presented to Padova prior to shipment if they are to be honored.

5. WARRANTY

A. Requirements – Purchaser must obtain a valid Return Material Authorization (“RMA”) number from Padova for all returns. RMAs will be issued, at Padova’s sole discretion, in accordance with these terms and conditions. RMAs are valid for twenty (20) calendar days from the date of issuance. Purchaser must allow for in-transit time for Products to be returned to Padova, as Padova must physically receive Products within the twenty (20) calendar days. RMAs will be issued for authorized returns for defective Product or damaged Product. Purchaser is responsibly for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to Padova. Padova will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Overgoods are unauthorized returns. Any Products received by Padova (i) without a valid RMA number, including Product shipments refused by Purchaser or Purchaser’s customer except those damaged in transit from Padova to Purchaser or from Padova to Purchaser’s customer, (ii) later than twenty (20) calendar days from the RMA date, or (iii) in an unsuitable condition, will be considered Overgoods. Padova will return Overgoods to Purchaser or Purchaser’s customer, and will charge Purchaser a $50 processing fee per shipment plus related freight charges. If Purchaser refuses the shipment of Overgoods from Padova or returns the Overgoods to Padova a second time without Padova’s prior authorization, Purchaser agrees to relinquish all right and title to and waives all claims against Padova for credit related to such Products. Notwithstanding anything to the contrary, Padova reserves the right not to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from Padova.

B. Defective Product Returns – Defective returns are only for Products purchased from Padova that are inoperable or do not function in accordance with the specifications published by the manufacturer and are covered under the manufacturer’s warranty. All defective returns are subject to more restrictive manufacturer policies. Purchaser may request an RMA for the return of defective Products within forty-five (45) calendar days of invoice date. Upon receipt of the defective Product for which the RMA was issued, Padova may test the Products and may return to Purchaser, at Purchaser’s expense, any Products found not to be defective. Upon verification that the returned Product is defective, Padova may, at Padova’s sole discretion, either (i) ship Purchaser a replacement Product, or (ii) provide Purchaser a credit equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. Padova reserves the right to require Purchaser to return defective Products directly to the manufacturer for replacement according to its defective Products return policy. Padova shall not be obligated to repair, replace, or issue credit to Purchaser for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, catastrophe, power failure or transients, overvoltage on interface, environment extremes, improper use, maintenance or application of the Products or use of unauthorized parts. Purchaser shall bear all risks of loss when returning defective Products.

C. Damaged Product Returns – Damaged Product returns are only for Products purchased from Padova and shipped via Padova’s carrier of choice that are damaged in transit from Padova to the Purchaser or from Padova to the Purchaser’s customer. Purchaser or Purchaser’s customer shall refuse any Product delivered in damaged condition. If the Product is received in damaged condition, Purchaser shall notify Padova and request an RMA within three (3) business days of receipt of such Product. Failure to notify Padova and request an RMA within such time shall be deemed an acceptance of the Product as of the date of shipment.

6. BILLING AND SHIPPING DISCREPANCIES

Billing and shipping discrepancies are for Products purchased from Padova that were invoiced or shipped incorrectly. These include lost shipments, short shipments, wrong sales, wrong shipments and pricing/invoice errors. Purchaser may request an RMA for verified billing and shipping discrepancies within thirty (30) calendar days of invoice date. In addition, Purchaser must notify Padova of any billing discrepancies related to Purchaser’s authorized returns within ninety (90) calendar days of RMA date. Such notice shall be reasonably detailed and shall specify the discrepancy. Failure to give such notice within the time specified herein shall be deemed a waiver of Purchaser’s rights to claim such discrepancy.

7. LIMITATION OF LIABILITY

Padova shall not be liable to Purchaser, Purchaser’s customers, or any other party for any loss, damage or injury that results from the use or application by Purchaser, Purchaser’s customer, or any other party, of product’s delivered to purchaser, unless the loss or damage results directly from the intentionally tortuous or fraudulent acts or omissions of Padova. In no event shall Padova be liable to Purchaser or any other party for loss, damage, or injury of any kind or nature arising out of or in connection with these terms and conditions, or any agreement into which they are incorporated, or any performance or nonperformance under these terms and conditions by Padova, its employees, agents or subcontractors, in excess of the net purchase price of the products or services actually delivered to and paid for by Purchaser hereunder. In no event shall Padva be liable to purchaser or any other party for indirect, special or consequential damages, including, but not limited to loss of good will, loss of anticipated profits, or other economic loss arising out of or in connection with Padova’s breach of, or failure to perform in accordance with any of these terms and conditions, or the furnishing, installation, servicing, use or performance of any products or information Padova shall provide hereunder, even if notification has been given as to the possibility of such damages. Purchaser hereby expressly waives any and all claims for such damages. In no event shall Padova have any liability for any products used for aviation, medical, lifesaving, life-sustaining or nuclear applications.

8. BINDING EFFECT/ASSIGNMENT

These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Neither party may assign its rights and/or duties under these terms and conditions without the prior written consent of the other party give at the other party’s sole option. Any such attempted assignment shall be void.

9. PARTIAL INVALIDITY

If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10. NO WAIVER

Failure or delay of Padova to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

11. CAPTIONS

The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.

12. GENERAL

These terms and conditions at the time of sale, are the official terms and conditions of sale between Padova and Purchaser and may be amended from time to time without notice at Padova’s sole discretion.