TERMS & CONDITIONS

1.     APPLICATION:  All purchase orders or proposals to POS System Integrators, Inc.  (Seller) are subject to acceptance by Seller in writing at its home office, otherwise, Seller has no obligation to sell.  Every offer and every acceptance by Seller shall be deemed to incorporate these Terms of Sale by reference whether consistent or inconsistent with any terms in the purchase order or proposal submitted to Seller.  Every Buyer shall be deemed to have accepted all of these Terms of Sale whether or not they are enclosed with or attached to the products sold by Seller.  No waiver, or modification of these Terms of Sale shall bind Seller unless signed by Seller’s authorized officer.

2.     PRICES: CANCELLATIONS:  Prices apply only to quantities scheduled and released for shipment within three (3) months from date of order, otherwise Seller’s standard price in effect on date of shipment applies.  Seller may refuse request to cancel in whole or in part, or Seller may consent on such terms as Seller shall determine including, without limitation, re-billing quantity shipped at price for such quantity in effect at cancellation time, as well as 20% of value canceled will be charged to Buyer as cancellation charge.

3.     PAYMENT:  Net twenty (20) days from date of invoice.  Interest at eighteen percent (18%) per annum accrued from twentieth (20^th) day from date of invoice to payment. All merchandise remains the property of Seller until paid.

4.     DELIVERY:  All sales F.O.B. Seller’s plant, where risk of loss passes to Buyer.

5.     TRANSPORTATION:   Buyer shall pay or reimburse Seller for all transportation charges.  Seller will select means of transportation, but Buyer’s instructions will be followed if reasonably possible.

6.     DELIVERY SCHEDULES:  Seller will use reasonable efforts to meet delivery schedules accepted by it, but shall have no liability for direct consequential damages or otherwise for delays or non-delivery due to Acts of God, including, without limitation, fire, storm, earthquake, lightning or flood, or to strikes, lockouts or other labor disturbances, or failure or shortages in delivery to Seller of materials or parts, or to war, insurrection or civil disturbance, power loss or shortage, or orders of any civil or military authority, and any cause not reasonably within Seller’s control.  Seller reserves right to allocate products among customers in commercially fair reasonable manner in case of shortage, however shortage may have arisen.

7.     SPECIFICATIONS:  Seller reserves right to change specifications of products at any time and to ship against order units with revised specifications or products other than those specified in order, all without notice to Buyer; provided, product shipped shall perform functions of products specified in order with no reduction in quality or durability.

8.     LIMITED 12 MONTHS WARRANTY:  Seller warrants its products will be free from defects in material or workmanship and will perform as specified in writing by Seller under normal use and service for 12 months from date of original sale by Seller.  The exclusive remedy for breach of above warranty is if product fails in service and failure constitutes breach of above warranty and product is returned to Seller transportation prepaid, all within 12 months from the date of original sale by Seller.  Seller will repair or replace (at Seller’s option) the product free of charge and return it transportation prepaid.  Above warranty specifically excludes malfunction due to abusive use, external forces or repairs or alterations made by others than Seller.  Warranty is void if unit identification plate is removed or effaced, or if warranty registration card is NOT filed with Seller.  The foregoing limited one year warranty is not applicable to sales of prototype models or to models custom-designed to the needs of the particular customer, and with respect to the sale of such items, all warranties, express or implied, including but not limited to, implied warranties or merchantability and of fitness, are disclaimed.

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE SPECFICALLY EXCLUDED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Seller shall not be liable for any consequential or incidental damages to the Buyer, arising out of the breach of any express or implied warranty.

9.     RETURN MATERIAL AUTHORIZATION POLICY (RMA):  (a)  The Customer must call or fax Seller to obtain an RMA number from RMA Dept. with the invoice number, model number, quantity, and serial number available. (b) Ship the merchandise back to Seller (freight prepaid and insured).  Seller will NOT pay or refund freight charges on any returned merchandise. Please pack all returns adequately, using the original boxes and packing material.  Include all accessories such as base, cables, and manuals originally supplied with products.   (c)  Write both RMA number and the original invoice number in large (1.5” x 1.5”), clear characters on the outside of each box you send to us. DO NOT  write directly on the PRODUCT BOX.  Seller assumes no responsibility for merchandise damaged or missing during transit from the customer to our warehouse.  Any box without a visible RMA number or with freight collect/COD will be automatically refused by Seller.  (d)  In order to receive full credit,  ALL returns must be received in original and undamaged condition.  (e)   DOA products must be approved by RMA Dept. in advance and returned within 21 days of purchase.  (f)  Promotional, close-out, special-ordered, and refurbished items are not refundable or returnable.  (g)   Restocking fee (up to 20% of invoice) will be charged on all stock returns.  (h)  Seller will not reimburse customer or is not held liable for UNAUTHORIZED repairs, parts replacement, customer abuse, and damaged cosmetics.  (That is, Manufacturer Warranty will be void as a result of above condition).

10. PROPRIETARY RIGHTS:  Any design, features and/or implementation, including, but not limited to microprocessor or computer software included in the product sold by Seller is the proprietary property of Seller, only a non-exclusive license to use the same name, and not licensed to copy the same, is granted by the sale of the product.

11. MISCELLANEOUS:  The transaction contemplated by the validity, performance and construction of these terms of sale shall be governed by the laws of the State of Washington.  Any sale, use, gross receipts, revenue or excise taxes or fees or charge assessed or imposed by any public party on or with respect to the products or the prices of goods sold hereunder, shall be added to the purchase price to be paid unless Buyer provides Seller with a valid exemption certificate acceptable to the public body.