Issuance of a purchase order for the hardware (“Hardware”) as referenced in the sales quote provided by Vecna Technologies, Inc. (“Vecna”) to you (“Buyer”) constitutes Buyer’s agreement to the following terms as conditions of sale of the Hardware specified on the hardware quote.

Unless otherwise agreed in writing signed by an authorized representative of Vecna, all purchase orders for Hardware shall be non-cancelable and non returnable.

By submitting a purchase order to Vecna, Buyer, the purchaser of the Hardware, and, if applicable, any and user (“End User”) on whose behalf Buyer is making this purchase for (Buyer and the End User are hereafter collectively referred to as “Customer”; Customer and Vecna are hereafter together referred to as “Parties”) agree to be bound by and accept the terms and conditions provided below. If Buyer and/or the End User, as the case may be, disagree with these terms and conditions, do not submit a purchase order to Vecna.

Payment; Purchase Price and Associated Charges. Buyer shall pay the total purchase price as specified on each hardware quote and associated invoice as follows:

50% of the amount of the Hardware order shall be due upon submission of a purchase order for Hardware to Vecna.

50% of the amount of the Hardware order shall due upon delivery of the Hardware to Customer (“Delivery Date”).

Customer is responsible for all taxes related to this purchase and to the import of the Hardware, if applicable, to include but not limited to all sales taxes, value-added taxes, import taxes/customs/duties and any other similar taxes imposed by any governmental entity.

Vecna shall commence work and/or fill any order(s) for Hardware upon (1) Vecna’s receipt from Customer of a purchase order (or purchase orders), (2) Vecna’s written acknowledgement of receipt of such purchase order(s), and (3) Vecna’s receipt of any and all payments due upon submission of any purchase order(s).  With the exception of any payment due upon submission of any purchase order for Hardware, full payment of each invoice is due within thirty (30) days after receipt of the invoice.

Buyer agrees to pay interest in the amount of 1.5% per month for any amounts due and owing under this Agreement that have not been paid within thirty (30) days after the due date.  Customer agrees that any amounts thirty (30) days past due shall be considered a material breach of this Agreement.  Vecna shall provide Customer with written notice of such breach and a period of ten (10) days to cure the breach. If Customer does not cure such breach within the ten (10) day period, Vecna shall be entitled to recover from Customer any actual costs, including reasonable attorney’s fees, Vecna incurs to remedy any breach of this obligation to pay.  Additionally, at its option, Vecna shall have the right to suspend any deliveries of Hardware  until the breach of the obligation to pay has been cured.

Lead Time. For each Hardware purchase order, Vecna will provide Buyer with an estimated delivery date based upon the Hardware quantities being ordered.

Title; Risk of Loss. Title to the Hardware passes to Customer when the Hardware is paid for in full. However, Vecna bears all responsibility for loss of or damage to the Hardware during initial shipment after purchase and until Hardware is delivered to Customer, unless Customer selects its own mode of shipping. In repair case that fall under the limited warranty, risk of loss is borne by Vecna for return of the Hardware and upon return to Customer, following repair.

Limited Warranties. Vecna warrants the Hardware against defects in materials and workmanship under normal use (the “Warranty”) for a period of twelve months (12) from the ship date of the Hardware,  with the exception that the warranty period for tablets shall be for ninety (90) days only (the “Warranty Period”), on the condition that the Hardware has been completely paid for. Unless as otherwise mandated by local law, the Warranty Period does not restart if Customer receives a replacement device.  Thereafter, Vecna will repair any defects in workmanship or materials at its then current labor, travel, and materials costs, unless Customer has the extended hardware warranty in effect, with the exception that the extended hardware warranty is not available for tablets.

This Warranty does not apply: (a) to damage caused to the Hardware by accident, abuse, misuse, flood, fire, earthquake or other external causes; (b) to damage caused by operating the Hardware outside the permitted or intended uses described by Vecna; (c) to damage caused to the Hardware by service (including upgrades and expansions) performed by anyone who is not a representative of Vecna or authorized by Vecna; (d) to any of the Hardware that have been modified to alter functionality or capability without the written permission of Vecna; (e) to cosmetic damage to the Hardware, including but not limited scratches, dents and broken plastic on ports; or (f) to normal wear and tear of the Hardware.

Vecna does not warrant that the Hardware will be free from vulnerability, intrusion, attack, or other damage.   Vecna does not warrant that the operation of the Hardware will be uninterrupted or error-free.  Vecna is not responsible for damage arising from failure to follow instructions relating to the Hardware’s use. This Warranty does not apply: (a) to consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) to damage caused by accident, abuse, misuse, neglect or failure to properly maintain (to include but not limited to water damage and/or condensation or improper temperatures during storage), or improper installation; (d) to damage caused by electrical disturbances or acts of God, to include but not limited to civil disturbance, war, flood, fire, rodents or insects; or (e) where manufacturer’s serial numbers have been removed from the Hardware.

THIS IS VECNA’S COMPLETE WARRANTY FOR THE HARDWARE, AND STATES CUSTOMER’S EXCLUSIVE REMEDIES. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES. IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE GIVEN ONLY IF SPECIFICALLY REQUIRED BY APPLICABLE LAW. OTHERWISE, THEY ARE SPECIFICALLY EXCLUDED.  VECNA RESERVES THE RIGHT TO MODIFY THIS WARRANTY AT ANY TIME, AT ITS SOLE DISCRETION, AND WITH NOTICE TO CUSTOMER.

NO WARRANTY IS MADE THAT ANY OF THE HARDWARE PROVIDED BY VECNA WORK IN COMBINATION WITH ANY HARDWARE OR APPLICATIONS SOFTWARE PRODUCTS PROVIDED BY THIRD PARTIES NOT IDENTIFIED IN ANY STATEMENT OF WORK FOR WHICH THE HARDWARE IS INTENDED TO WORK, THAT THE OPERATION OF THE HARDWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE HARDWARE WILL BE CORRECTED.

This Warranty is voided immediately if repair, modification (to include upgrades, expansions or usage or addition of non-manufacturer parts or accessories), alteration or other service is attempted other than by a representative o f Vecna or authorized by Vecna.

Customer agrees and understands that it may be necessary for Vecna to collect, process and use Customer data to perform the support and repair obligations identified herein. This may include the necessity to transfer data to affiliate third parties that are contracted with Vecna to assist in meeting these obligations. In doing so, Vecna will (i) protect and keep confidential such information, (ii) not use such information for reasons other those discussed above, and (iii) not sell, distribute or pass on such information to any third party.

Repair. Customer should carefully inspect the Hardware upon its delivery. Customer should maintain all original packaging upon receiving the Hardware until the Hardware has been installed and is found to be in proper working order.

If the Hardware arrives to Customer damaged or defective at initial delivery, Customer must notify Vecna Customer Support at support@vecna.com within 10 days from the Delivery Date of the condition of the Hardware and obtain return instructions if needed. Hardware must then be returned immediately to Vecna for repair or replacement at Vecna’s discretion. Vecna will then arrange for delivery of temporary or permanent replacement Hardware. Customer is responsible for properly packing the return shipment of the Hardware. Vecna will arrange for shipping and insurance.  If Customer fails to notify Vecna within 10 days of the Delivery Date, Customer will bear the cost of repairing or replacing the Hardware including any shipping and insurance costs.

If, during the Warranty Period (as described below), but following the initial 10 day period, the Hardware is not working properly, Customer must contact Vecna Customer Support at support@vecna.com to confirm the problem and obtain return instructions if needed.  Customer will pay shipping and insurance costs when returning the Hardware for repair. If the Hardware is returned for repair or replacement at any time following purchase by Customer and Vecna discovers that the Warranty is inapplicable due to the reasons provided above (see the “Limited Warranties” section hereof), the Hardware will not be repaired and will be returned to Customer at Customer’s expense, unless Customer authorizes and pays for repair. Whether Customer authorizes repair or not, Vecna reserves the right to charge a “No Fault Found” fee where the Hardware is found not to be defective due to any fault of Vecna.

Any Vecna reseller or distributor involved in the purchase of the Hardware is not authorized to make any modification, extension, or addition to the Limited Warranties provided by Vecna herein, although any such reseller or distributor may provide its own warranty in addition to the warranty coverage provided by Vecna.

Refund Policy and Product Return. On a case-by-case basis, Vecna, at its sole discretion, reserves the right to authorize a full refund of any Hardware purchase made where a refund is requested within 30 days of the Delivery Date. In such cases where a refund is approved, End User will return the Hardware to Vecna.  Customer is responsible for shipping and insurance charges and any damage to the Hardware which takes place en route to Vecna. Vecna reserves the right to charge a 10% re-stock fee for any such returns.

Limitation of Liability. If found to have breached this Sale Agreement, Vecna is not liable to Customer or any third party for any amount above the aggregate dollar amount paid by Customer for the purchase of the Hardware under this Sale Agreement. Except as provided in the Warranty and to the extent permitted by law, Vecna is liable to Customer or any third party for any indirect, special, incidental or consequential damages resulting from any breach of this Sale Agreement, including but not limited to loss of use; loss of revenue; loss of actual or anticipated profits (including loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data or software programs; or any indirect or consequential loss or damage howsoever caused including the replacement of equipment and property, any costs of recovering, programming, or reproducing any program or data stored or used with the Hardware and any failure to maintain the confidentiality of data stored on the product.

Not For Resale. The Hardware may not be purchased for resale purposes by Customer unless Customer is a legal and authorized reseller of Vecna products. Hardware may not be resold, leased, loaned or gifted to another party without prior written consent by Vecna.

Export. Customer must comply with all export laws and restrictions and regulations (i) of the United States Department of Commerce (seewww.bis.doc.gov/licensing/exportingbasics.htm), the United States Department of Treasury Office of Foreign Assets Control, or other United States or agencies or authorities, and (ii) of the country or countries in which Customer resides, is doing business in, is exporting to or alike. Furthermore, Customer will not export, or allow the export or re-export of the Hardware in violation of any such restrictions, laws or regulations. Additionally, Customer agrees to comply with the above and represents and warrants that it is not located in, under the control of, nor a resident of any restricted country.

Severability; Assignment. If any provision of this Sale Agreement is held to be unenforceable for any reason, the legality or enforceability of the remaining terms shall not be affected or impaired. The failure of Vecna to act with respect to a breach of this Sale Agreement by Customer or others does not constitute a waiver and shall not limit Vecna’s rights with respect to such breach or any subsequent breaches. Vecna expressly reserves the right to assign this Sale Agreement and to delegate any of its obligations hereunder. Customer may not assign, delegate or otherwise transfer (whether by operation of law or otherwise) this Sale Agreement or any of Customer rights or obligations hereunder without the prior written consent of Vecna. Vecna may assign the provision of repair services to third parties.

Governing Law, Venue, and Jurisdiction.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts  without regard to any of its conflict of law provisions.  Jurisdiction and Venue for any actions arising under or relating in any way to this Sale Agreement shall vest exclusively in the courts of the Commonwealth of Massachusetts.

Attorneys Fees. In any suit or action brought to enforce any term, condition, or convenant herein, or to recover damages arising from any breach of this contract, the losing party shall pay to the prevailing party reasonable attorneys’ fees and all other costs and expneses which may be incurred by the prevailling party in any such suit or action and in any reviews thereof and appeals therefrom.

Remedies.  In the event of a breach of this Agreement, the parties acknowledge that the injury to the other party may be irreparable, and the monetary amount of damage therefore would be difficult or impossible to determine.  Each party shall have all remedies available at law or equity, specifically including, without limitation, entitlement as a matter of course to an injunction or similar equitable relief, without bond.

Entire Agreement. This Sale Agreement constitutes the entire understanding of the Parties as to the subject matter hereof and supersedes all prior offers, agreements, arrangements, negotiations and understanding, written or oral between the parties relating to that subject matter.  This Sale Agreement, confirmation, and invoice shall control over any additional or conflicting terms proposed by Buyer or contained on Buyer’s purchase order.  Buyer is expressly notified that Vecna does not agree to Buyer’s proposal of additional or different terms than those in this Sale Agreement.