Standard Terms and Conditions

Acceptance of Order; Termination

Acceptance of any order is subject to credit approval and acceptance of order by ProTelesis Corporation and, when applicable, the suppliers of ProTelesis. If credit of the buyer of the goods (“Buyer”) becomes unsatisfactory to ProTelesis, ProTelesis reserves the right to terminate upon notice to Buyer and without liability to ProTelesis.

Return of Goods

Credit may be allowed for goods returned with prior approval. A handling or restocking fee may be deducted. Unless items are defective or approval has been granted, opened goods are non-returnable. See RMA Addendum at ProTelesis.com/terms-and-conditions/RMA .

Delays in Delivery

ProTelesis is not accountable for delays in delivery resulting from an occurrence of a force majeure, failure of its suppliers to ship or deliver on time, or other circumstances beyond reasonable control by ProTelesis. Expected delivery dates are estimates of our suppliers and in no circumstance shall ProTelesis be liable for any consequential or special damages arising from any delay in shipment or delivery.

Prices

All prices will be as set forth on any PROTELESIS quote approved by both PROTELESIS and Customer, or on a valid purchase order from Customer that has been approved by ProTelesis in written form.

Additional Charges and Taxes

Prices set forth in a quote may be exclusive of, but Customer agrees to pay all taxes (excluding those on PROTELESIS net income), surcharges, recovery fees, customs clearances, duties, levies, shipping charges and other similar charges (and any associated interest and penalties resulting from Customer’s failure to timely pay such taxes or similar charges) relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent Customer provides a valid exemption certificate prior to the delivery of Services.

Billing

PROTELESIS shall invoice Customer in accordance with the terms of an approved quote or Customer purchase Order approved by ProTelesis. At Customer’s request, but subject to PROTELESIS’s consent (which may not be unreasonably withheld or withdrawn), Customer’s Affiliates may be invoiced separately, and PROTELESIS will accept payment from such Affiliates. Customer will be responsible for payment if Customer’s Affiliates do not pay charges in accordance with this Agreement.

Payments

Customer will pay PROTELESIS without deduction, setoff or delay for any reason (except for withholding taxes as provided in Section 4.2 – Additional Charges and Taxes or Disputed Charges). Payment is due within 30 days after the date of the invoice (unless another date is specified on the invoice) and must refer to the invoice number. Charges must be paid by Customer’s check mailed, to the address shown on the invoice, in the currency specified on the invoice. Customer may also pay via electronic transfer (“EFT”), through the automated clearinghouse association (“ACH”) to the financial institution designated by PROTELESIS. Credit card payments will be accepted with an additional 2% fee incurred. Customer will reimburse PROTELESIS for all costs associated with collecting delinquent or dishonored payments, including reasonable attorneys’ fees. PROTELESIS may charge late payment fees at the lower of 1.5% per month (18% per annum) or the maximum rate allowed by law for overdue payments.

Credit Terms/Escrow/Creditor Arrangements/Deposits

If PROTELESIS determines, in its reasonable judgment, that Customer is not creditworthy, the parties will explore alternatives to mitigate the associated risks to PROTELESIS’s satisfaction, and if the parties are unable to agree to such an alternative, Customer agrees to establish a reasonable deposit arrangement pursuant to which PROTELESIS may apply deposit amounts to any overdue charges owed.

Limitation of Liability

Buyer’s remedies under this agreement are subject to any limitations contained in manufacturer’s terms and conditions to ProTelesis, a copy of which will be furnished upon written request. Furthermore, ProTelesis’ liability shall be limited to either repair or replacement of the goods or refund of the purchase price, all at ProTelesis’ option. In no case shall ProTelesis be liable for incidental, special, or consequential damages. In addition, claims for shortages, other than loss in transit, must be made in writing within five (5) days of receipt of shipment.

Warranty

All goods sold under the ProTelesis sales order are sold and/or delivered without warranty of any kind, including without limitation, any implied warranty of merchantability, fitness for particular purpose, title and non-infringement unless such goods are warranted by a manufacturer thereof without any liability thereunder being that of ProTelesis. However, nothing herein shall permit ProTelesis to interfere in any way with the warranty of any manufacturer that rightfully passes to the customer. ProTelesis shall take all reasonable steps to inform the customer of the manufacturer’s warranty provisions and assist, where appropriate, in the validation of any such warrant.

Compliance with Law

Customer acknowledges and agrees that certain goods delivered under the ProTelesis sales order may be covered by copyrights, patents, and export regulations and customer agrees to abide by all such copyrights, patents, and export regulations as well as any other applicable laws and regulations of any governmental authority.

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