Terms and Conditions

COMMEND, Inc. (hereinafter referred to as “COMMEND”) shall not be bound by Buyer’s terms and conditions unless they are expressly agreed to in writing.

1. PRICE, PAYMENT AND CREDIT TERMS

Price: The enclosed descriptions and prices are for equipment and services only as printed and prices represent Factory List Prices without consideration for any other obligations including, labor for installation, programming, development, maintenance, and purchase discounts.

Payment Terms: Buyer agrees to fully pay all valid COMMEND invoices within thirty (30) calendar days of the date of such invoices and to pay a service charge of one and one- half percent (1 ½%) per month on all past due amounts. Receipt of any check, draft or other commercial papers shall not constitute payment unless, and until, such instrument has been honored by the appropriate financial institution(s). Buyers account will be placed on “credit hold” when any invoice exceeds sixty (60) calendar days past due. Buyer may deduct one-half percent (1/2%) from COMMENDS net invoice amount provided COMMEND receives payment from Buyer for such invoice within ten (10) calendar days of the date of such invoice.

Credit Terms: Buyer agrees that the purchase of Product shall at all times be contingent upon the credit approval of Buyer by COMMEND’s credit department. Upon COMMEND’s request, Buyer agrees to promptly furnish COMMEND financial and business information. COMMEND reserves the right to grant or refuse, or at any time vary, change, or limit the amount or duration of credit.

2. WARRANTY

Commencing upon the shipment date and continuing for a period of 24 months, COMMEND, Inc. (COMMEND) warrants, that under normal use, each Product sold and purchased hereunder shall be free from manufacturing defects of material and workmanship. COMMEND’s sole obligation, and Buyer’s sole remedy, under this warranty shall be limited to COMMEND repairing or replacing, as its options, defective Product or components thereof when such are returned to COMMEND freight prepaid. All products quoted, programmed, altered as a ‘custom products’ are covered under the standard COMMEND warranty, but not available for return.

The foregoing warranties are expressly in lieu of all other warranties, express or implied, including the implied warranty of merchantability and/or fitness for a particular purpose. The aforesaid warranties are afforded by COMMEND only to Buyer and shall not be deemed to be warranties to Buyer’s customers or to any other person or entity. Should Buyer elect to offer its own warranty with respect to the Product, said warranty shall be in Buyer’s name only, and Buyer shall make no representation that COMMEND has any responsibility therein.

All warranties shall become null and void in the event the Buyer, or anyone, alters or modifies any Product without COMMEND’s written authorization and/or should Buyer, or anyone, fail to follow COMMEND’s and/or the manufacturer’s recommended installation procedure and instructions.

3. TRADE NAMES, LOGOS, AND TRADEMARKS

The name “COMMEND” and/or its associated trade names, logos, and trademarks are the exclusive properties of COMMEND and nothing herein gives Buyer any interest in the same. Buyer may not use the name ”COMMEND“ and/or its associated trade names, logos, and trademarks without prior written authorization, in each and every instance, from COMMEND.

4. ORDER PLACEMENT

Order Acceptance: All purchase orders for equipment and services (the “Product”) shall be subject to acceptance by COMMEND at its office location at 63 Ramapo Valley Road, Suite 201, Mahwah, NJ 07430, and may be rejected for any reason, including without limitation: (i) Buyer’s breach of any provision of these Terms and Conditions, or other written agreement between COMMEND and Buyer; or (ii) Buyer’s purchase order has a requested shipment date less than normal lead time for the product. Order Cancellation: Except under extreme circumstances, purchase orders submitted by Buyer and accepted by COMMEND are non-cancelable. Buyer shall have the right to cancel such purchase order and, in such event, Buyer agrees to pay COMMEND, COMMEND’s then prevailing restocking fee for the Product set forth on such purchase order (25% of invoice amount.) All Buyer purchase orders for non-standard Product and/or Product whose part number is prefixed with a special designation (the “Custom Product”) are non-cancelable once accepted by COMMEND.

*Orders should be sent to fax 201-529-0008 or emailed to orders@commendusa.com. Standard delivery times are 4-6 weeks.

5. SHIPMENT PROVISION

Shipment Terms: All shipments by COMMEND to Buyer shall be F.O.B. COMMEND’s warehouse loading dock in Mahwah, New Jersey, and all delivery obligations of COMMEND hereunder shall be deemed satisfied on the date the Product is delivered to a common carrier at such loading dock. Buyer shall have the right to specify the common carrier and shall be responsible for freight and insurance charges. Title and all risk of loss or damage to the Product shall pass to Buyer upon COMMEND’s placement of the Product in the custody of such common carrier. The Shipment Date for any order which contains standard Product, Custom Product or special order equipment shall be governed.

6. PRODUCT RETURNS

General: All Product returned to COMMEND must be accompanied by a valid COMMEND Return Authorization Number and shipped freight pre-paid to COMMEND. This “RMA” number issuance also requires the system serial number for all component items; i.e., boards. All non-warranty items returned for repair require the issuance of a company purchase order at time of “RMA” number is given.

Return Product for Repair:

If Return of Product is Under Warranty: COMMEND, at its sole option, shall either repair or replace such defective Return Product and Ship, freight pre-paid, to Buyer. If Return Product is not

Under Warranty: COMMEND shall use its best efforts to either repair or replace, at its sole option, such defective Return Product and Buyer shall be charged COMMEND’s then prevailing rate for said repair or replacement, plus return freight. If, after testing the Return Product, COMMEND determines that the Return Product is not defective (“No Problem Found”), Buyer shall be charged COMMEND’s prevailing rates for said testing, plus freight.

Return of Product for Restocking: Custom, non-standard Product and/or Product whose part number or model is prefixed with a description ‘CP’ designation may not be returned to COMMEND for credit. All Buyer Requests to return Product for restocking must be in writing and in advance of any shipment of such Return Product to COMMEND. Such written request must contain: (i) the part number of the Return Product; (ii) the quantity of Product to be returned; (iii) Buyer’s original purchase order number; and (iv) COMMEND’s original invoice number and amount. The Return Product for restocking must, at the time of Buyer’s request, be currently listed in the COMMEND Product Catalog. The Return Product for restocking must: (i) have been shipped by COMMEND to Buyer within the immediately preceding ninety (90) calendar day period; (iii) be unused; and, (iii) be boxed in the original COMMEND labeled container(s) and have the original seal unbroken. All shipping and handling costs for Return Product for restocking shall be borne completely and exclusively by Buyer. All Return Products for restocking are subject to inspection and testing by our technical department if the seal is broken. Credit may be issued on standard product in new condition, based on shipping invoice, less 25% percent restocking fee. At COMMEND’s discretion, an additional restocking fee may be applied or product may be returned to customer.

RMA numbers can be obtained through our website, www.commendusa.com.  First choose the services tab, then fill out the technicl issue. Attach a CCT file and submit this to the tech department. No number will be issued without prior telephone diagnostic from Commed USA tech support 201-529-2425 ext 72.

7. LIMITATION ON LIABILITY

COMMEND neither assumes nor authorizes any other person or entity to assume for COMMEND any liabilities in connection with the sale of the Product and in no event shall COMMEND ever be liable for any lost profits, special, actual or consequential damages of any nature, including without limitation, person injury (including death) or property damage, or any loss or damage resulting from the interruption of failure in the operation of the Product with respect to any Product sold or shipped or any service rendered by COMMEND or for COMMEND‘s failure to meet shipment schedules or for any other reason. All sales to Buyer shall be governed and construed in all respects in accordance with the laws of the State of New Jersey.