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TERMSAND CONDITIONSOF SALEFOR WEB-BASED PURCHASE

THESE TERMS AND CONDITIONS ARE TO BE READ TOGETHER WITH THE APPLICABLE

QUOTE OR INVOICE (the Invoice) AND THE TERMS OF ANY SERVICE SELECTED BY

CUSTOMER. The following terms and conditions govern the sale by [VENDOR] (Vendor) to

Customer of the products and services (the Products). By accepting delivery of the Products describedon the Invoice, Customer agrees to be bound by and accepts these terms and conditions.

1. Amendments

Customer may not alter, supplement or amend these terms and conditions under any circumstances. Any

attempt by Customer to so alter, supplement or amend these terms and conditions, or to enter into anorder for Products that is subject to additional or altered terms and conditions will be null and void,

unless otherwise agreed to in a written agreement signed by both Customer and Vendor. Vendor mayalter or make amendments to these terms and conditions as they relate to future sales or deliveries at any

time without prior notice.

2. Governing Law

This document shall be governed by and construed in accordance with the laws of [jurisdiction] and the

parties hereby agree to the non-exclusive jurisdiction of the courts of [jurisdiction].

3. Payment Terms; Orders; Quotes; Interest

Credit terms are within Vendors sole discretion, and unless otherwise specified in Vendors invoice,

payment must be received by Vendor prior to Vendors acceptance of an order. Payment for the Productswill be made by credit card. If credit terms have been agreed to by Vendor, invoices are due and payable

within _____ days after the date of the invoice. Vendor may invoice parts of an order separately. Ordersare not binding upon Vendor until accepted by Vendor. All Quotes given by Vendor will only be valid

for the period stated on the Quote. Customer agrees to pay interest on all amounts past due at a rate of

_____% per month (___% per year).

4. Shipping Charges and Taxes

Separate charges for shipping and handling will be shown on Vendors invoice(s). Unless Customer

provides Vendor with a valid and correct tax exemption certificate applicable to the Products shipped to

Customers location prior to Vendors acceptance of the order, the Customer is responsible for goods and

services tax, sales and all other taxes associated with the order, however designated, except taxes on

Vendors net income. If applicable, a separate charge for taxes will be shown on Vendors invoice.

5. Title

Title to Products passes from Vendor to Customer at the time the Products leave Vendors [location]warehouse except that title to software shall remain with the applicable licensor(s). All software is subject

to the applicable license agreement accompanying the Products. Customer agrees that it will be bound by

each such licence agreement once its package is opened or its seal is broken. Vendor will take

responsibility for any loss or damage to the Products which occurs during shipping. Shipping dates are

estimates only. Vendor is not liable for delays in shipment or failure to ship by the estimated ship date.

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6. Warranties and Disclaimers

(a) THE LIMITED WARRANTIES, APPLICABLE TO VENDOR BRANDED PRODUCTS

ONLY, ARE INCLUDED IN THE APPLICABLE WARRANTY STATEMENT IN THE

DOCUMENTATION ACCOMPANYING THE PRODUCTS. VENDOR MAKES NO

EXPRESS WARRANTIES OR CONDITIONS EXCEPT THOSE IN VENDORS

APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THEINVOICE. ANY SUCH WARRANTY WILL BE EFFECTIVE, AND VENDOR WILL BE

OBLIGATED TO HONOUR ANY SUCH WARRANTY ONLY UPON VENDORS

RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.

(b) VENDOR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS ORIMPLIED, IN RESPECT OF THE PRODUCTS AND SERVICES CONTEMPLATED BY THESE

TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIESAND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(c) VENDORS RESPONSIBILITY FOR CLAIMS IN RESPECT OF THE PRODUCTS AND SERVICES

CONTEMPLATED BY THESE TERMS AND CONDITIONS IS LIMITED TO REPAIR AND

REPLACEMENT AS SET FORTH IN VENDORS APPLICABLE WARRANTY STATEMENT INEFFECT ON THE DATE OF THE INVOICE.

(d) WITHOUT LIMITING THE GENERALITY OF THE ABOVE DISCLAIMERS, VENDOR DOES

NOT WARRANT ANY SOFTWARE PRODUCTS UNDER THESE TERMS AND CONDITIONS.

ANY APPLICABLE WARRANTIES FOR SOFTWARE ARE CONTAINED IN THE APPLICABLE

LICENCE AGREEMENT WHICH ACCOMPANIES THE PRODUCTS.

(e) VENDOR RESERVES THE RIGHT TO CHANGE ITS WARRANTIES AT ANY TIME, IN ITS

SOLE DISCRETION AND WITHOUT PRIOR NOTICE, WITH RESPECT TO FUTURE SALES

AND DELIVERIES.

(f) SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIEDWARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED

WARRANTY OR CONDITION LASTS IN CONSUMER TRANSACTIONS. THEREFORE THE

FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

7. Return Policies

Vendors Customer Return Policy provides that end-user Customers who buy Products directly from

Vendor may return them to Vendor up to _____ days after the date of the Invoice for such Products for arefund of the Product purchase price if the same has already been paid by Customer. This refund does

not include any shipping and handling charges. Returned Products must be in an as new condition,and all of the documentation, diskettes, CDs, power cables and any other items included with the

Products must be returned.

8. Exchanges

From time to time, Vendor may, in its sole discretion, exchange Products or portions of a Product. Any

exchanges will be made in accordance with Vendors exchange policies in effect on the date of theexchange.

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9. Products

Vendors policy is one of ongoing Product update and revision. Vendor may revise and discontinue

Products at any time without prior notice. Vendor shall use its reasonable efforts to ensure that the

catalog of Products on its website is up-to-date, but Vendor makes no guarantee that all Products listed in

Vendors online catalog will be available at all times or at any time.

10. Limitation of Liability

VENDOR DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN OR IN THE

APPLICABLE WARRANTY STATEMENT OR SERVICE OFFERING INCLUDING, WITHOUT

LIMITATION, ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST

OR CORRUPTED DATA OR SOFTWARE. VENDOR SHALL NOT BE LIABLE FOR LOST PROFITS,

LOSS OF BUSINESS OR OTHER LOSS OR DAMAGE RELATING IN ANY WAY TO PRODUCTS OR

SERVICES, WHETHER DIRECT OR CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE, EVEN IFADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR FOR ANY CLAIM BY ANY

THIRD PARTY. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSES ORCIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS,

DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OFCONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A

FUNDAMENTAL TERM.

11. Service and Support

Service and support offerings may vary from Product to Product. Vendor has no obligation to provide

service or support for any Product until Vendor has received full payment for such Product or service/support contract for which service or support is requested. Vendor shall be under no obligation to supply

support or repair services that are required because of improper or inadequate installation, use ormaintenance, actions or modifications by unauthorized third parties or Customer, or accidental or willful

damage or misuse. Services are provided in accordance with the provisions contained in the available

Service Offering selected by Customer, as shown on the applicable Vendor Quote or invoice.

12. Applicable Law and Not For Resale

Customer agrees to comply with all applicable laws and regulations of [jurisdiction] and its

states/provinces. Customer agrees and represents that it is buying for its own internal use only, and not

for resale. Vendor has separate terms and conditions governing purchases by resellers.

13. Export Control

Any and all products available for purchase or licence on this web site are subject to the export control

laws and regulations of [jurisdiction] in effect from time to time. In purchasing any of the Products,

Customer agrees not to dispose through export, re-export, trans-shipment or otherwise, of any Product

purchased or licensed from or through Vendor, except in accordance with such export control laws andregulations.

14. Entire Agreement

The terms and conditions contained herein and any document incorporated by reference or referred to

herein constitute the entire agreement between Customer and Vendor pertaining to the subject matter

hereof, and supersedes, terminates and otherwise renders null and void any and all prior agreements,

understandings and negotiations, whether written or oral, between the parties. In the event of a conflict

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between these terms and conditions of sale and any of the documents incorporated by reference or

referred to herein, these terms and conditions of sale shall govern.

15. Severability

The invalidity or unenforceability of any provision of these terms and conditions shall not affect the

validity or enforceability of any other provision hereof and any such invalid or unenforceable provisionshall be deemed to be severable.

16. Headings

The section headings used herein are for convenience of reference only and do not form a part of these

terms and conditions, and no construction or inference shall be derived therefrom.

17. Force Majeure

Vendor shall not be liable for any delay or failure in performance caused by circumstances beyond its

reasonable control.