ACCEPTANCE. Purchase Orders shall be considered final upon acceptance by KENWOOD TELECOM CORP. (hereinafter “Supplier”) by issuance of a written order confirmation. The issuance by Purchaser of a Purchase Order to Supplier shall constitute acceptance by Purchaser of these Terms and Conditions which shall supersede all additional or conflicting terms and conditions on Purchaser’s Purchase Order. The contract between Purchaser and Supplier shall consist of Supplier’s written order confirmation and these Terms and Conditions.

PRICING. Price quotations and terms shall remain in effect for thirty (30) days from date of issuance. Supplier reserves the right to change published pricing at any time.

PAYMENT TERMS. Terms of payment shall be Net Thirty (30) calendar days from the date of invoice for all Product shipped by Supplier.

FINANCE AND COLLECTION CHARGE. Purchaser agrees to pay a finance charge, at a monthly rate of 2%, on past due invoices where allowed by applicable law. Purchaser agrees to pay Supplier all costs of collection including but not limited to reasonable attorneys’ fees collection fees and court costs incurred by Supplier to collect properly due payments.

TAXES. Purchaser is responsible for all sales, use, and similar taxes, and agrees to reimburse Supplier for any such charges paid on Purchaser’s behalf.

CREDIT LIMITS. Credit limits shall be determined and modified at the sole discretion of the Supplier. In the event that Purchaser is delinquent in payment, Supplier may suspend any shipment or delivery or refuse to perform any work until all past due amounts, including finance charges, have been paid in full.

SHIPPING TERMS. Shipping terms for shipments within the United States are F.O.B. Supplier’s Point of Shipment. Shipping terms for international shipments are EXW Supplier’s Point of Shipment (Incoterms 2000).

TITLE AND RISK OF LOSS. Title to and risk of loss and damage to the Products shall pass to Pur­chaser immediately upon delivery of the Products to a common carrier, or to an employee or other agent of Purchaser, at Supplier’s facility.

INSPECTION. Purchaser or its designated representative shall inspect all Products within seven (7) cal­endar days after delivery of Products (hereinafter “Inspection Period”) and Purchaser shall notify Supplier of any defects, shortages, overshipments, or nonconformance in any of the Products. Any Products not rejected by Purchaser within such period shall be deemed to have been accepted by Purchaser.

SHORTAGES / OVERSHIPMENTS. In the event that Supplier delivers less than the scheduled requirement and Supplier is notified of such shortage within the Inspection Period, Supplier shall cor­rect such shortage with a commercially reasonable period of time after receipt of written notice from Purchaser or as other wise agreed by the Parties. If Supplier delivers more than the quantity ordered, Purchaser may return any excess Product at Supplier’s expense or retain such excess as mutually agreed by the parties.

SHIPPING DAMAGE. All claims for transportation damage shall be filed and processed by the Pur­chaser.

MODE OF SHIPMENT. In the event that Purchaser specifies in a Purchaser Order the shipping carrier, type of service, and payment method (collectively hereinafter “Mode of Shipment”), freight costs shall be charged in a manner consistent with The Purchaser Order. In the event that Purchaser has not specified a Mode of Shipment on a Purchase Order, at the sole discretion of Supplier, such charges may be prepaid by Supplier and added to Supplier’s invoice to Purchaser.

PURCHASE ORDERS. Purchaser shall order Products from Supplier by issuing a Purchase Order (hereinafter “Purchase Order(s)”). All Purchase Orders must be issued in writing and signed by Pur­chaser’s authorized representative. Any and all pre-printed terms and conditions on Purchaser’s forms and documents are null and void and hereby expressly rejected, and are superceded by the terms and condi­tions of this Agreement.

CANCELLATION. All requests for cancellation or changes of Purchase Orders must be submitted in writing by Purchaser. In the event the Purchaser cancels or changes a Purchase Order, Purchaser agrees to pay a restocking fee of not less than 35% for standard Products and 100% for custom Products of the dollar value of the Purchase Order line item(s) cancelled.

RETURNS

A. urchaser may submit a request for return of Products once Products have been delivered to a common

carrier, or to an employee or other agent of Purchaser, at Supplier’s facility. All requests by Purchaser to

return Products must be submitted in writing to Supplier utilizing Supplier’s Return Request Form. Sup

plier shall not consider return requests received later than ninety (90) calendar days after shipment of

Products.

B. Supplier shall evaluate the Return Request Form in a timely manner. Supplier may, at its sole discretion,

issue Purchaser written authorization to ship Product back to Supplier (hereinafter “Return Material

Authorization”). The issuance of a Return Material Authorization is not acceptance of the returned Prod

uct, merely authorization to return the Product for inspection. In the event that Supplier deems that the

request is not made in compliance with the terms of this Agreement, Supplier shall notify Purchaser in

writing that the request for return has been denied.

C. Upon receipt of such Products, Supplier shall inspect the Products and, at its sole discretion, accept or deny

the return of such Products. In the event that Supplier accepts the return of Products from Purchaser, Sup

plier shall issue a credit to Purchaser in the amount of the original invoice amount for the Products less a

restocking charge (hereinafter “Restocking Fee”). Purchaser acknowledges that customary Restocking Fees

are 35% for standard Products and 100% for custom Products. In the event that Supplier denies the return

of Products from Purchaser, Supplier shall ship Products back to Purchaser at Purchaser’s sole expense. All

shipping costs for the return of goods are the responsibility of the Purchaser. In the event that, upon

inspection, Supplier determines that the Products are subject to the terms of Supplier’s warranty or that

the Products were shipped by Supplier to Purchaser due to an error by Supplier, Supplier shall waive any Restocking Fees and shall issue a credit to Purchaser for any shipping costs for the shipment of Products

back to Supplier.

SPECIFICATIONS. All Products shall be manufactured to meet Supplier’s current manufacturing and engineering standards. All products shall be packaged and labeled in accordance with Supplier’s standard commercial practices. Supplier reserves the right to change or modify Product at any time.

WARRANTY. Supplier warrants that, at time of shipment, the Products furnished by Supplier are free from defects in material and workmanship. Supplier’s obligation under this warranty is limited to repair and replacement of any defective Products within three (3) years from the date of shipment to the first Purchaser. Supplier shall have the sole discretion as to which of these remedies it shall provide. These warranties shall not apply to any Product which has been subjected to misuse, neglect, alteration, accidental damage, damage or defects introduced after shipment, defects during storage or installation, defects attributable to improper installation or use for purposes other than the Product was intended, and any other defects out of the reasonable control of Supplier. Seller makes no warranties, guaran­tees, covenants or representation other than those expressly set out in this Warranty. The warranties and remedies provided herein are Purchaser’s sole and exclusive remedies and are provided expressly in lieu of all other warran­ties, whether express, implied, or arising by statute or otherwise in law or from a course of dealing or usage of trade, including but not limited to, warranties of merchantability or fitness for a particular purpose. Purchaser agrees that Supplier’s liability under this Agreement, and any Purchase Order issued pursuant to this Agreement, shall never exceed the purchase price of the line item upon which liability is based. Under no circumstances shall Supplier be liable for consequential, incidental, special, direct or indirect damages including but not limited to labor costs, installation costs, inconvenience, cost of replacement goods, loss of revenue or profits, or other costs of any nature as a result of the use of Products manufactured by Supplier.

FORCE MAJEURE. Supplier shall not be liable for failure to perform any of its obligations under this Agreement to the extent such failure is caused by fire; flood; explosion; war; riot; embargo; labor disputes; compliance with any laws, regulations, orders, acts or requirements from the government, civil or military authorities; acts of God or the public enemy; or any act or event of any nature beyond Supplier’s reasonable control. In no event shall Supplier be liable to Purchaser for any special, incidental or consequential damages as a result of delay in performance or failure to perform hereunder.