Terms and Conditions
1. Definitions. The first page of this Sales Order/Service Agreement is called the Cover Page. The Cover Page and these Terms and Concitions, along with a listing of
additional products on Schedule A (if attached), represent the agreement (the “Agreement’) between Conway Technology Group (“Company”) and the Customer, with
respect to the acquisition of thase Products identified on the Cover Page and/or Schedule A. “Products” shall mean the equipment (‘Equipment’) and any software
Throughout this Agreement the words "We," “Our," and 'Us" refer fo Company. The words "You" and “Your” refer to the Customer indicated on the reverse,
2. Scope. This Agreement may be executed for:
a) A SALE of Products. |? a SALE, Company hereby offers ta sell and Customer hereby agrees to purchase thase Products in the quantity and for the price indicated on
the Cover Page (and/or Schedule A). Payment terms are Cash on Delivery (‘COD’). Alternatively, if Customer has a verifiable credit account in good standing with
Company, Customer may elect to be invoiced for the Producis; or
b) A LEASE of Products. Ifa LEASE, Customer will execute a separate lease agreement which will fund the purchase of the Products in the quantity indicated on the
Cover Page for the benefit cf Customer, Upon execution of a lease agreement, the Customer shall be responsible to lessor to satisfy the terms and conditions of the
lease. If, however, a lease agreement cannotbe executed within 15 days of Customer’s execution of this Agreement, Customer must immediately pay cash for the
Products or return the Products to Company in Like New condition.
3. Delivery and installation, Unless specified otherwise on the Cover Page, the Company shall deliver and insta!l the Products at the location specified by Customer on
the Cover Page unless: (1) Customer has not made available at that address a suitable place of installation as specified by the Company; or (2} Customer has not made
available suitable electrical service in accordance with the Underwriter’s Lab (“UL’) requirements. All risk of loss will transfer to the Customer upon delivery.
4, Taxes, Unless specifically set forth on the Cover Page where indicated, payments are exclusive of ail state and local sales, use, excise, privilege and similar taxes.
You will pay when due, either directly or to Us upon demand, ali taxes, fines and penalties relating to this Agreement that are now or in the future assessed or levied.
5, Limited License to Use Software, Company grants (and is hereby authorized by its licensor's to grant} you a non-exclusive, non-transferable ficense to use in the
U.S.: (a) software and accompanying documentation ("Base Software’) only with the Equipment with which it was delivered; and (b) Software that is set forth as a
separate line item in this Agreement (“Application Software’) (including its accompanying documentation), as applicable, for as long as you are current in he payment of
all applicable software license fees. "Base Software" and "Application Software" are referred fo collectively as "Licensed Sofware", You have no other rights and may
not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (2) activate Licensed Software delivered with ihe Equipment in
an inactivated state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Licensed Sofiware will reside solely with Company and/or its
licensors (who will be considered third-party beneficiaries of this Section). Licensed Software may contain code capable of automatically disabling the Equipment.
Disabling code may be activated if: (x} Company is denied access to periodicaily reset such code; (y} you are notified of a default under this Agreement: or (z) your
license is terminated or expires. The Base Software license will terminate: (i) if you no longer use or possess the Equipment; or {ii} upon {he expiration or termination of
any applicable lease which accompanies this Agreement, unless you have exercised your option to purchase the Equipment. Neither Company nor iis licensors warrant
that Licensed Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply io Diagnostic Software or to Licensed
Software/documentation accompanied by a clickwrap or shrink-wrap license agreement or otherwise made subject fo a separate license agreement,
6, Warranty. You acknowledge that the Products covered by this Agreement was selecied by You based upon Your own judgment. COMPANY MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR iMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-
INFRINGEMENT; IMPLIED WARRANTIES OF MERCHANTABILITY; OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND
UNRESERVEDLY EXCLUDED.
7. Limitation of Liability. In no event, shall Company be liable for any indirect, special, incidental, consequential damages, loss of profits, ar punitive damages whether
based in contract, tort, or any other legal theory and irrespective of whether Company has notice of the possibility of such damages.
8. Default: Remedies. Any of the following events or conditions shall constitute an Event of Default under this Agreement: (a) failure io make paymeni when due of any
indebtedness to Company cr for the Products, whether or not arising under this Agreement, without notice or demand by Company; (b) breach by You of any obligation
herein; or (c} if You cease doing business as a going concern. If You default, Company may: (1} require You fo immediaiely pay any remaining unpaid balance of the
Agreement, (2) terminate any and all agreements with You, and/or (3) pursue any olher remedy permitted at law or in equity. You agree ihat any delay or failure of
Company io enforce its righis under this Agreement does not prevent Company from enforcing any such right at a later time. All of Company's rights and remedies
survive the termination of this Agreemeni.
9. Indemnification. You are responsible for and agree to indemnify and hold Us harmless from, any and all (a) losses, damages, penalties, claims, suits and actions
(collectively, “Claims”), whether based on a theory of contract, tort, strict liability of otherwise caused by or related to Your use or possession of the Products, and (b) all
costs and attorneys’ fees incurted by Us relating to such claim.
10. Electronic Execution. An electronically transmitted version of this Agreement may be considered the original and You will not have the right to challenge in court the
authenticity or binding efiect of any faxed or scanned copy or signature thereon,
11. Miscellaneous. (a) Choice of Law. This Agreement shall be governed by the jaws of the State of New Hampshire (without regard to the conflict of laws or principles
of such states); (b} Jury Trial. YOU EXPRESSLY WAIVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT; (c} Entire
Agreement. This Agreemeni constitutes the entire agreement between the parties with regards to the subject matter herein and supersedes all prior agreements,
proposals or negotiations, whether orai or written; (d} Enforceability. If any provision of this Agreement is unenforceable, illegal or invalid, the remaining provisions will
remain in full force and effect; (e) Amendments. This Agreement may not be amended or modified except by a writing signed by the parties; provided You agree that we
are authorized, withaut notice to You, to supply missing information or correct obvious errors provided that such change does not materially alter Your obligations; (f}
Farce Majeure. Company shall not be responsible for delays or inability to provide Products or Services caused directly or indirectly by strikes, accidents, climate
conditions, parts availability, unsafe travel conditions, or other reasons beyond our control; (g} Company has the right to modify/correct any clerical errors.
