ENTREPIX INC. TERMS AND CONDITIONS

DEFINITIONS - In these terms and conditions, "Buyer" means the customer, "Seller" means Entrepix, "Products" mean the goods or services sold to Buyer by Seller, and "Sales Contract" means the sales contract of the Products between Buyer and Seller.

TERMS AND CONDITIONS - The Sales Contract shall be subject to the terms and conditions stated herein. All other terms or conditions of purchase, sale or otherwise shall be binding only with the specific written consent of Seller.

QUOTATION AND ORDER - Unless otherwise specified in writing by Seller, the quotation for the Products submitted to Buyer by Seller is firm for, and will expire, thirty (30) days after the date of its issuance. The Sales Contract of the Products will be effective subject to Buyer’s issuance of purchase order and Seller’s written acceptance of said purchase order. Acceptance shall be assumed affirmative after two (2) business days. PRICES - Unless otherwise specified in writing by Seller, the prices of the Products are EXW, (Ex-Works) EXCLUSIVE of packing, crating, rigging, transportation, insurance, license fees, customs duties or sales, use, excise or other similar taxes. Buyer shall pay all such duties or taxes except for the taxes imposed on Seller’s net income.

MINUMUM ORDER - A minimum order value of $100 is required for each purchase order.

STANDARD TERMS UPON APPROVED CREDIT - Capital Equipment: Unless otherwise stated by Entrepix in quote, 70% ARO; 20% Prior to Shipment; 10% After Acceptance (acceptance defined by Entrepix or OEM specifications and acceptance not to exceed 45 days from shipment if due to no fault of Seller). Spare Parts & Service: Unless otherwise stated by Entrepix in quote, 100% Net 30 days from part shipment (or service date). Extended service work or PO's with substantial part cost may require advanced payments and/or progress payments as determined by Entrepix.

PAYMENT METHODS - All prices are quoted and payable in US Dollars $. Payment shall be made by either a cashier’s check, wire transfer, EFT, credit card (Discover, MasterCard, Visa, and American Express) commercial letter of credit (for international sales), or by company check when approved in advance by Seller. Buyer will send all checks to: Entrepix, Inc., 4717 E. Hilton Ave., Suite 200, Phoenix, Arizona 85034, U.S.A.

DELIVERY - Delivery shall be made Ex Works (EXW), Phoenix, AZ, unless otherwise stated by Seller. Upon delivery, the title to and the risk of loss for the Products shall pass to Buyer from Seller, and thereafter, the risk of loss for the Products shall be borne by Buyer. Delivery date as set forth in the quotation is approximate only and is based on current inventory and/or lead time. Buyer shall pay all packaging, rigging, transportation, and insurance costs. Buyer must specify carrier and direct billing or "pre-pay and add" terms, charged at ACTUAL. Unless otherwise specified by Buyer, Seller will direct carrier to ship fully insured, ground transport. Entrepix will ship partial orders unless customer PO states otherwise.

CANCELLATION - Either party may cancel the Sales Contract, (i) if the other party defaults in its obligation hereunder, or (ii) if the other party shall transfer all or substantially all of its assets; shall be adjudicated bankrupt; shall file voluntary petition for bankruptcy; shall be filed involuntary petition for bankruptcy; shall have a receiver appointed for it; or shall make an assignment for the benefit of creditors. Except for the above, Buyer shall not cancel the Sales Contract without the prior written consent of Seller. In such event, Buyer shall pay Seller a cancellation charge determined solely by Seller to cover reasonable costs of procurement, product acquisition or otherwise.

SOFTWARE LICENSE - Unless otherwise stated in writing by Seller, the Capital Products sold hereunder do not include any licenses in software or firmware from the OEM. Buyer is solely responsible for obtaining any necessary software or firmware licenses from the original manufacturer of the Products.

WARRANTY - WHEN WARRANTY IS INCLUDED, ALL WARRANTIES BEGIN UPON EQUIPMENT ACCEPTANCE. EQUIPMENT ACCEPTANCE TO COMMENCE NO LATER THAN 45 DAYS FROM SHIPMENT IF DUE TO NO FAULT OF SELLER. UNLESS OTHERWISE NOTED IN WRITING AND SIGNED BY ENTREPIX, BUYER HAS PURCHASED THE PRODUCTS COVERED BY THIS SALES CONTRACT “AS IS” AND “WITH ALL FAULTS”. SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO DESCRIPTION, QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, PRODUCTIVENESS, OR ANY OTHER MATTER, OF ANY PRODUCTS THAT SELLER SHALL SUPPLY. SELLER SHALL BE IN NO WAY RESPONSIBLE FOR THE PRODUCTS PROPER USE AND SERVICE. SELLER GIVES NO WARRANTY THAT THE PRODUCTS SOLD HEREUNDER ARE FREE FROM INFRINGING THE PATENT OR PROPRIETARY RIGHTS OF OTHERS. SELLER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE ARISING FROM ANY CLAIM OF PATENT OR OTHER PROPRIETARY RIGHT INFRINGEMENT UPON BUYER’S USE, MODIFICATION, LEASE, RE-SALE, OR OTHER DISPOSITION OF THE PRODUCTS. New spare parts may BE returned in original un-opened packaging WITHIN 90 days OF ORIGINAL SHIP DATE. Refurbished Parts and Equipment may be subject to warranty replacement not to exceed 60 days.

LIMITATION OF LIABILITY - IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROPERTY, LOSS OF PROFITS OR LOSS OF PRODUCTION DAMAGES, RESULTING FROM THE PRODUCTS OR CAUSED BY INSTALLATION, MAINTENANCE OR OTHER PERFORMANCE BY SELLER UNDER THE SALES CONTRACT, WHETHER A CLAIM FOR SUCH DAMAGE IS BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. SELLER’S TOTAL LIABILITY FOR THE CLAIM OF LOSS OR DAMAGE CONCERNING THE SALES CONTRACT SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER TO SELLER FOR THE PRODUCTS OR PARTS INVOLVED IN SUCH CLAIM.

FORCE MAJEURE - Neither party shall be liable for default of any obligation described within, if such default results from, without limitation, governmental acts or directives; labor strikes; war; insurrection, riot or civil commotion; ‘acts of God’; fires, flooding or water damage; explosions, embargoes, delays in delivery, or failure to obtain or withdrawal of any export or import license, whether of the kind herein, which are not within the reasonable control of the party affected.

IMPORTATION AND EXPORTATION - Buyer agrees that it will comply with all U.S. export laws and that it will not directly or indirectly export, resell, ship or divert Product or technical data or software furnished hereunder to any country for which the U.S. at the time of export or re-export requires an export license or other governmental approval without first obtaining such license or approval.

CONFIDENTIALITY - Buyer agrees, at all times, to hold in confidence any and all information of a confidential nature regarding Seller’s business and affairs, including without limitation, quotations, sales price, terms, conditions, commercial issues, Products availability and/or data provided by Seller regarding the design and/or methods of manufacture of the Products, and not to disclose the same to any person, firm or corporation.

ARBITRATION - Disputes hereunder which cannot be satisfactorily resolved by the parties themselves shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration shall be held in the State of Arizona, U.S.A.

GOVERNING LAW - Buyer acknowledges that these Terms and Conditions are the exclusive statement of the agreement between the parties and supersedes all proposals and all communications between the parties. This Sales Contract shall be governed by and construed in accordance with the laws of the State of Arizona, U.S.A.