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ETRON TERMS AND CONDITIONS
<br />. ACCEPTANCE
<br />'hese terms and conditions govern the sale of Zetron products to buyer by Zetron, contain the complete and exclusive agreement between the parties and
<br />jpersede all prior or contemporaneous proposals, negotiations and understandings, oral or written. No order shall he binding on Zetron unless accepted by
<br />etron in writing in its sole discretion. Any Zetron software products are licensed, not sold, to buyer under the terms of Zetron's then - current standard
<br />oftware license agreement which is incorporated into these terms and conditions. Zetron products shall only be used in life safety applications with
<br />:dundaat systems unless otherwise agreed in writing by the President of Zetron.
<br />. PRICE
<br />IUALIFIED RESELLER DISCOUNTS ARE AVAILABLE. Prices are for U.S. domestic shipments. Consult Zetron's International Sales Group/Offices for
<br />apart prices. Industrial Net Price Definition: All prices are quoted as "Industrial Net Dollars". "Industrial Net" is defined as Zetron's suggested price in U.S.
<br />ollars for direct sales of designated products to U.S. end -users. Industrial Net includes the hardware and/or software being offered, standard factory
<br />rogramming (where applicable), warranty, and our standard levels of pre- and post -sale technical support. Industrial Net excludes shipping duties, customs
<br />-es, taxes, insurance, and value-added reseller activities such as requirements definition, system design, programming, installation, training system
<br />ttegration, testing, and preventative/corrective maintenance, all of which shall he paid for or provided by buyer. Applicable taxes will be paid by buyer,
<br />nless buyer provides Zetron with an acceptable tax exemption certificate. Product Groups: Product Groups as designated in the Price Book define the
<br />iscount levels available to qualified resellers. Products without such designation are configured system products, each of which have separate discount
<br />:eels available to qualified resellers. Consult Zetron for specific information.
<br />ORDERING
<br />:etron will accept telephone or faxed orders. Engineers are available to provide applications assistance and information, subject to Zelrori then — current
<br />landard policies.
<br />.SHIPMENTS
<br />hipping is F.O.B. Redmond WA, U.S.A. Shipments are prepaid by Zetron, and buyer is invoiced for and shall pay all shipping charges. For products
<br />hipped in the contiguous United States, shipping is UPS ground unless otherwise specified; UPS shipments require a street address, not a post office box
<br />umber. Zetron will use commercially reasonable efforts to deliver Zetron products by the estimated delivery date; however, shipment of Zetron products is
<br />ubject to availability, and ZETRON EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY" DATES.
<br />.PAYMENT
<br />or buyers eligible for credit, normal payment terns are net 30 days from date of invoice, but other terms may apply. Partial shipments will be invoiced.
<br />oterest will be charged at the maximum rate allowed by law to all overdue accounts which are also subject to collection charges, including without
<br />imitation, reasonable attorney's fees.
<br />. LIMITED WARRANTY
<br />lover assumes responsibility for the selection of the Zetron products to achieve buyer's or its customer's intended results and for the use of the results
<br />blamed from the Zetron products. If buyer has provided Zetron with any requirements, specifications or drawings, or if Zetron provides buyer with such
<br />raterials, such materials are provided solely for buyer's convenience and shall not be binding on Zetron unless agreed in writing by the President of Zetron.
<br />:F.TRON DOES NOT WARRANT THAT THE PRODUCTS WILL MEET BUYER'S OR ITS CUSTOMER'S REQUIREMENTS OR SPECIFICATIONS
<br />)R THAT OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. SUBJECT TO THE LIMITATIONS SET FORTH
<br />IELOW, Zetron warrants that all Zetron products will be free from material defects in material and workmanship for one year from date of shipment
<br />except where indicated otherwise in the Zetron Price Book). For buyer's convenience, Zetron may purchase and supply items manufactured by others. In
<br />nose cases, although Zetron's warranty does not apply, buyer shall be the beneficiary of any applicable third party manufacturer's warranties, subject to the
<br />imitations therein. Zemon's warranty covers parts and Zetron factory labor. Buyer must provide written notice to Zetron within the warranty period of any
<br />efect. Ifthe defect is not the result of improper use, service, maintenance or installation, and if the Zetron products have not been otherwise damaged or
<br />codified after shipment, AS ZETRON'S SOLE AND EXCLUSIVE LIABILITY AND BUYER'S SOLE AND EXCLUSIVE REMEDY, Zetron shall either
<br />eplace or repair the defective parts, replace the Zetron products or refund the purchase price, at Zenon's option, after return of such Zetron products by
<br />over to Zetron. Shipment shall be paid for by the buyer. No credit shall be allowed for work performed by the buyer. Zetron products which are not
<br />elective shall be returned at buyer's expense, and testing and handling expense shall be borne by buyer. Out.of-waranty repairs will be invoiced at the then
<br />current Zetron hourly rate plus the cost of needed components. THE FOREGOING WARRANTY AND THE THIRD PARTY MANUFACTURER'S
<br />VARRANTIES, IF ANY, ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR ARISING UNDER LAW,
<br />NCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />LIMITATION OF LIABILITY
<br />=RON SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL,
<br />]ONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE ARISING OUT OF OR CONNECTED WITH BUYER'S PURCHASE OR USE OF ZETRON'S
<br />'RODUCTS OR SERVICES. INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OR ALTERATION OF DATA, DELAYS, LOST
<br />'ROFITS OR SAVINGS, EVEN IF ZETRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED
<br />RMEDY ABOVE IS FOUND TO FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL. ZETRON'S LIABILITY (WHETHER FOR
<br />7EGLIGENCE OR OTHER TORT, IN CONTRACT OR OTHERWISE) EXCEED THE PRICE PAID TO ZETRON FOR THE ZETRON PRODUCTS.
<br />. CLAIMS, CANCELLATIONS AND RETURNS
<br />a) Title to Zetron products passes to the buyer upon delivery by Zetron to a carrier, at which time risk of loss or damage passes to the buyer. Freight
<br />amages must be filed with the carrier within seven days of receipt of Zetron products. If buyer fails to notify Zetron within 10 days alter receipt of Zetron
<br />roducts of any defect, shortage, or other failure to conform to the purchase order, the Zenon products shall be considered accepted by the buyer as
<br />elivered.
<br />h) Buyer may cancel all or any portion of any order for standard Zenon products at any time prior to shipment, subject to a cancellation charge of 10% of
<br />re price of the cancelled Zetron products.
<br />June 2002 Rev.H
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