14401 E. 33rd Place

Aurora, CO. 80011

(720) 361-4990

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Federal ID: 20-5189328
DUNS: 2660410
CAGE: 6QH04
NAICS Codes: 517911, 517919, 238210, 541618, 541519
SIC Codes: 3663, 3669, 4813, 5965, 8741, 8711

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TRIPWIRELESS INC. STANDARD TERMS & CONDITIONS OF SALES

If you have any questions concerning sales, please call your Tripwireless Inc. account representative for clarifications.

PRICES, DISCOUNTS AND QUOTATIONS. Upon acceptance by the purchaser (“Customer”) of any quotation, purchase order or shipment of products or services (“Goods”) provided by Tripwireless Inc. or any of its affiliates (“Tripwireless Inc.”) hereunder, Customer shall be bound by the provisions of these Standard Terms & Conditions of Sale (the “Agreement”), including all provisions set forth on the face of any applicable purchase order, whether Customer acknowledges or otherwise signs this Agreement or the purchase order, unless Customer objects to such terms in writing prior to such acceptance. Goods shall be invoiced at prices in effect at time of order acceptance, provided that prices for any order with a requested ship date beyond sixty (60) days from the date that Tripwireless Inc. receives the order shall be negotiated at the time of written order acceptance by Tripwireless Inc. All Tripwireless Inc. prices are exclusive of freight, federal, state and local taxes. Prices published by Tripwireless Inc. are for estimation purposes only, are subject to change without notice and do not constitute quotations or an offer to sell. Quotations expire thirty (30) days after the date of the quote, unless otherwise specified in writing by Tripwireless Inc. Quotations are subject to cancellation at any time prior to Tripwireless Inc.’s written acceptance of Customers purchase order.

PAYMENT TERMS. All sales are prepaid unless otherwise agreed to in writing by Tripwireless Inc. Customer is responsible for and will pay all sales, use, and similar taxes. Customer is responsible for their own bank fees. Customer must pay a 3.6% credit card transaction fee for any credit card purchases. Customer must contact its Tripwireless Inc. sales representative for information regarding any Customer- specific payment terms. If payment terms are negotiated, Customer will be responsible for prompt payment as per terms. Overdue accounts may be billed a late charge of two percent (2.5%) per month (30% per annum) or the legal maximum allowed in the jurisdiction in which Customer is located if less than 30% allowed by law. Tripwireless Inc. reserves the right to withhold shipment to Customers with past due balances. Customer will remain liable for all fees, costs of material and expenses incurred by Tripwireless Inc. related to collection or recovery of past due balances, including but not limited to reasonable attorney’s fees and costs. In the event of a termination or suspension of any shipment or services, Customer shall remain liable for reimbursing Tripwireless Inc. for all work in progress and finished goods inventory.

ACCEPTANCE OF ORDERS. Tripwireless Inc. reserves the right to reject all orders prior to its written acceptance. Neither an order acknowledgment nor shipment of the Goods ordered shall constitute acceptance or confirmation of the terms contained on a Customer’s purchase order. By submitting its purchase order Customer expressly agrees that in all cases, the terms and conditions contained in this Agreement shall prevail, unless otherwise agreed by Tripwireless Inc. in writing and signed by its duly authorized employee.

FREIGHT TERMS. The shipment of any Goods purchased hereunder shall be made FCA (INCOTERMS 2012) Tripwireless Inc.’s warehouse or designated point of origin. Shipping methods and routing shall be determined by the parties in writing at the time of order acceptance. Export of certain Goods may be subject to export licenses and government restrictions. Customer accepts responsibility for compliance with all applicable laws including all applicable export and import laws and regulations.

MINIMUM ORDERS. Tripwireless Inc. requires a one hundred dollar ($100.00) initial order amount for stock items from new Customers. A fifty dollar ($50.00) minimum amount per order is required for established Customers. Tripwireless Inc. reserves the right to waive minimum order requirements in its sole discretion.

CANCELLATION OF ORDERS. Orders that are cancelled by Customer after acceptance by Tripwireless Inc. are subject to a restocking charge of twenty five percent (25%), unless otherwise agreed to in writing by Tripwireless Inc. Any Customer cancellations or order changes must be made with Tripwireless Inc.’s written consent. Customer changes to delivery dates or the quantity of ordered Goods may result in additional charges to Customer.

DELIVERY INFORMATION. Shipping dates indicated by Tripwireless Inc. are estimates based on currently available stock and are subject to change upon notification to Customer. In all cases, Customer shall be prepared to accept shipment on the indicated date. If Customer is not prepared to accept shipment, it should notify Tripwireless Inc. in writing at least forty eight (48) hours before the scheduled ship date or special handling charges shall be assessed. Unless a specific later date is requested in writing, all shipments shall be made as soon as the Goods are prepared by Tripwireless Inc. All shipments are subject to and contingent upon timely receipt of orders from Customer and established Payment Terms. Tripwireless Inc. shall not be liable for any failure to perform or delays in the performance of its obligations due to acts of nature, unavailability of products or materials, strikes and other labor difficulty, civil uproar, war, delay or default by a common carrier or any other cause beyond its reasonable control.

CLAIMS.

SHIPMENT DAMAGE OR SHORTAGE: Goods damaged in shipment should not be returned to Tripwireless Inc. All damage and shortage claims should be made by Customer upon receipt of the Goods and filed directly with the carrier handling the shipment. The carrier’s agent should always be requested to make a notation on the freight bill specifying the damage or shortage. Tripwireless Inc. will act in good faith to assist Customer in presenting these claims to the carrier. However, collection of claims is the Customers responsibility.

SHIPPING ERRORS: Goods shipped in error by Tripwireless Inc. may be returned by Customer only when accompanied by an approved Customer return material authorization (“RMA”), provided Customer submits claims for missing or incorrect Goods within five (5) working days of freight bill receipt date.

RETURNS.

RESTOCKING: All returns must be accompanied by a Tripwireless Inc. approved Customer RMA. Unauthorized returns shall not be accepted. Customer’s requests concerning return Goods should be directed to its Tripwireless Inc. account representative.

 Non-warranty related return requests may be submitted for approval within fifteen (15) days of shipment. However, Tripwireless Inc. reserves the right to accept or reject any return request for non- warranty reasons.

 Special ordered Goods returns are conditional and require written approval by Tripwireless Inc.

 If a return is approved by Tripwireless Inc., a restocking fee of twenty five percent (25%) will apply.

 Non-warranty returns must be in the original, unopened packaging.

 All shipping charges remain the responsibility of the Customer unless otherwise agreed to by Tripwireless Inc. in writing.

 All shipments from Customer shall be made prepaid to Tripwireless Inc.

 RMAs are valid for thirty (30) days from the date of issuance. Any credits for returned Goods will be issued only after the Goods have been received, inspected and tested by Tripwireless Inc.

 Any warranty returns that are tested as No Fault Found (NFF) may be subject to a twenty five percent (25%) restocking fee at Tripwireless Inc.’s discretion.

WARRANTY.

 See quote line item for Tripwireless Inc.’s warranty. At Tripwireless Inc.’s sole discretion, it shall replace, repair, or refund the purchase price of the equipment found to be defective.

 

DISCLAIMER: THE WARANTY REMEDIES IN THIS SECTION ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY TRIPWIRELESS INC. BREACH. THE WARRANTIES ARE IN LIEU OF, AND TRIPWIRELESS INC. EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TRIPWIRELESS INC.'S WARRANTY SHALL NOT APPLY TO ANY GOODS TRIPWIRELESS INC. DETERMINES TO HAVE BEEN SUBJECTED TO MISHANDLING, ACCIDENT, MISUSE, NEGLECT, IMPROPER TESTING, IMPROPER OR UNAUTHORIZED REPAIR, ALTERATION, DAMAGE, ASSEMBLY, PROCESSING OR ANY OTHER INAPPROPRIATE OR UNAUTHORIZED ACTION OR INACTION THAT ALTERS PHYSICAL OR ELECTRICAL PROPERTIES. THIS WARRANTY SHALL NOT APPLY TO ANY DEFECT IN THE GOODS ARISING FROM ANY DRAWING, DESIGN, SPECIFICATION, PROCESS, TESTING OR OTHER PROCEDURE, ADJUSTMENT OR MODIFICATION SUPPLIED AND/OR APPROVED BY CUSTOMER. TRIPWIRELESS INC.’S WARRANTY CAN BE VOIDED, AT TRIPWIRELESS INC.’S OPTION, IF THE TRIPWIRELESS INC. WARRANTY STICKER (WID) IS REMOVED FROM THE GOODS. GOODS DAMAGED BY FLOOD, TORNADO, LIGHTNING, CUSTOMER NEGLIGENCE OR USE WITH EQUIPMENT OR SOFTWARE NOT PROVIDED BY TRIPWIRELESS INC. OR NOT COMPATIBLE WITH THE PRODUCT

PROVIDED ARE NOT COVERED UNDER TRIPWIRELESS INC.’S WARRANTY POLICY. TRIPWIRELESS INC. DOES NOT WARRANT THAT THE OPERATION OF THE GOODS WILL BE UNINTERRUPTED OR ERROR-FREE.

TITLE & INSURANCE. All risk of loss and title to the Goods shall pass to Customer only upon delivery by Tripwireless Inc., or its designated agent, to the original carrier. Customer’s remedy against the carrier for loss during transit is limited to the carrier’s legal liability, if any, for transit losses. If more coverage is desired, Customer should arrange for insurance through its insurance company.

SELLER’S RIGHTS OR POSSESSION. Until receipt of the applicable amounts due from Customer for the Goods; Customer grants to Tripwireless Inc. a continuing purchase money security interest in the Goods sold under this Agreement and agrees to support Tripwireless Inc. in the perfection of such interest. Customer hereby authorizes Tripwireless Inc. to file financing or continuation statements, including amendments thereto, relating to the Goods without the signature of Customer where permitted by law. A copy of this Agreement shall be sufficient as a financing statement and may be filed as a financing statement.

SEVERABILITY. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

PRODUCT INSTALLATION. As a customer of Tripwireless Inc., Customer assumes total responsibility for the proper selection, installation, operation, and maintenance of the Goods purchased. Customer agrees to indemnify Tripwireless Inc. and hold it harmless, from any claims, liabilities, damages, losses and expenses, including attorneys' fees, except to the extent Tripwireless Inc. is liable as specifically set forth in the warranty statement above.

IN NO CIRCUMSTANCE SHALL TRIPWIRELESS INC. BE HELD LIABLE FOR ANY CONSEQUENTIAL, CONTINGENT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES WHATSOEVER.

GOVERNING LAWS. Unless otherwise agreed by Tripwireless Inc. in writing, all transactions with Tripwireless Inc. shall be governed by the laws of the State of Colorado without regard to its conflict of law provisions. The jurisdiction and place of venue for any dispute between the parties hereunder, unless otherwise agreed upon in writing by the parties, shall be the state courts of the State of Colorado. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties expressly waive any right to a jury trial regarding disputes related to this Agreement. To the extent permitted by local law, any claim related to this Agreement must be commenced no later than two (2) years from the date on which the cause of action arose.