Terms and Conditions

Cetra IT GmbH  – Terms and Conditions

September 2017

IDENTIFICATION OF PARTIES: This invoice and the following terms and conditions confirm the sale of Good (s) is entered between Cetra IT GmbH. (“Cetra IT”), Hereinafter “Seller,” and the party seeking to purchase Goods, software, services hereinafter (“Goods”) from Purchaser hereinafter “Buyer.” Buyer’s approval of these terms and conditions shall be confirmed by any of the following, no matter which order they are executed. Buyer confirms purchase of Goods from Seller. Buyer’s acceptance or receipt of any shipment(s) of any Goods from Seller. Buyer’s written acknowledgement of purchase of Goods to Seller.

ACCEPTANCE: Buyers acceptance of Goods from Seller constitutes a full and equivocal acceptance of these terms and conditions. Buyer agrees that Seller’s terms and conditions as stated herein shall become the entire contract between Buyer and Seller and shall supersede Buyer’s order from. Buyer further agrees that Seller expressly rejects any and all terms and / or conditions set forth on Buyer’s order form or similar document which adds to or removes from or otherwise conflicts or modifies the terms and conditions set herein.

PRICING AND PAYMENT; TAXES: The agreed upon price for the Goods is set forth on Seller’s invoice. Terms of payment are stated on Seller’s invoice. If Seller does not receive funds when due buy Buyer, Buyer agrees to pay a fee on past due amounts of 1.5% per month. Unless otherwise stated, all prices quoted / invoiced by Seller are based on U.S. currency. All applicable state and federal taxes, assessments (of any kind), use and other tax, custom charges, duties, tariffs, and/or any other charges which apply to the sale of Goods covered herein will be added separately to the purchase price and shall be paid by the Buyer.

SHIPMENT: Delivery of all Goods will be F.O.B. Seller’s shipping dock or other designated point of shipment unless otherwise stated on the invoice. Delivery will be deemed completed and risk of loss or damage to the Goods shall pass to Buyer once the Goods have been tendered to Buyer or a carrier for shipment to Buyer or Buyers designated point. Time of delivery will not be of the essence. Seller will diligently try to deliver the Goods by any agreed date or within an agreed specified time. These dates and times are only estimates and Seller will not be liable for any service or failed delivery dates.

IMPORT CLEARANCE AND DOUMENTATION; EXPORT CONTROLS: Buyer shall be responsible for the custom clearance process (s) and for obtaining and all required license, permits, regulations, assessments, approvals, and any other stipulations that may apply of importing Goods into said region and/or territory. Buyer shall comply with all applicable Export Control Laws, including but not limited to the U.S. Department of Commerce’s Export Administration Regulations, in the performance of this Agreement and in the import, export, re-export, shipment, transfer, use, operations, maintenance, repair, or disposal of Goods and any related parts, components, accessories, technology. Export Control Laws means all export control, economic sanction and anti-boycott laws and regulations of the U.S. and other jurisdictions. Goods contained herein must not be re-exported or transferred to restricted countries designated by the U.S. Government including but not limited to Cuba, Iran, North Korea, Syria, and Sudan. Buyer also acknowledges that certain Goods may contain encryption and may be restricted for export, re-export, or transferred to certain end users in certain countries.

WARRANTIES: Products that do not work at first use (Dead on Arrival) or are defective maybe qualify for return at Sellers discretion for a period of 30 days from date of Sellers invoice. Buyer acknowledges that Seller makes no warranties or any representations respecting the Goods whether written, oral, implied, or statutory due to Seller is not the manufacture of the Goods. Under no circumstances shall the Seller be liable for consequential, incidental, special, direct or indirect damages including but not limited to cost of replacement of Goods, loss of revenue, profits, or other costs of any nature as a result of the use of Goods sold by Seller.

FORCE MAJEURE: Seller shall not be liable for failure to perform any of its obligations to Buyer to the extent such failure is caused by fire; flood; war; explosion; riot; embargo; labor disputes, compliance with any laws, regulations, or orders; acts of god and/or nature; public enemy; terrorism; or any act or event of any nature beyond Sellers reasonable control.

RETURNS: Buyer must submit a written request to Seller to return Goods that were supplied by Seller within 30 days from the date of the Sellers invoice. Seller at its sole discretion may approve or deny the written return request from Buyer. Any and All returns must be accompanied with a return authorization number that Seller authorized and has issued to Buyer. RMA numbers are valid for 15 days from time of issue. Freight on Any and All returned Goods will be the responsibility of the Buyer and must be received by Seller within 15 days from the time the RMA number has been issued. Goods returned must be in the same condition, with all accessories, cables, software, documentation as supplied by Seller. Goods shall not have any outside labels

removed, damaged, or the boxes written on. Special order Goods, CTO, BTO, NOB, and/or Non-Defective Goods are not accepted for return by Seller. Seller may at its sole discretion charge a handling / restocking fee of 20 percent. Upon receipt of any returned Goods, Seller shall inspect the Goods and, at its sole discretion, accept or deny the return of such Goods within 14 days of receipt.

CANCELATION AND CHANGE (S): Any requests by Buyer for cancellation or changes of Purchase Orders must be submitted in writing by Buyer prior to shipment of Goods. In the event Buyer cancels or changes a purchase order, Buyer agrees to pay a restocking fee of

not less than 20% of the dollar amount of the invoiced line by Seller.

Custom-To-Order (CTO); Build-To-Order (BTO); New Open Box (NOB): Goods sold as CTO, BTO, NOB by Seller are configured by Seller to the manufactures specifications of said manufactured part / sku number using original new or bulk Goods. Buyer hereby contracts

Seller as its lawful agent for customized field upgrades and authorizes Seller to install any and all Goods, firmware, software, EULA, or any other items needed. Buyer acknowledges and agrees to indemnify and hold harmless Seller for any breach of manufacture license

agreements and/or contracts.

ARBITRATION: In the event that a dispute arises between Buyer and Seller regarding this Agreement, Buyer agrees that the dispute shall be resolved through binding arbitration conducted in New York, State of New York by a natural arbitrator of the American Arbitration Associations (AAA) and according to the rules set forth by the AAA. Notice of demand for arbitration shall be filed in writing with the other party to this Agreement and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute, claim, or other matter in question has arisen and in no event shall it be made after the date when institution or legal or equitable proceedings based upon such dispute, claim, or other matter in question would be barred by the applicable contractual or other statute of limitations. The award of the arbitrator shall be final and judgement may be entered in accordance with applicable law in any court having jurisdictions over the parties.

LAW APPLICATBLE TO AGREEMENT; WAIVER OF JURY TRIAL; ATTORNEY FEES: Any dispute which arises between Buyer and Seller regarding Goods sold under this Agreement, which is not resolved through arbitration, shall be adjudicated in the courts of the State of New York or the United States Federal District Court, Central District. The laws of the State of New York, without regard to it conflict-of-laws rules or where the parties are headquartered or domiciled, shall govern the entire Agreement and all provisions contained herein. Buyer and Seller agree to waive any right to trial by jury in any dispute, claim, other matter, or any action to defend, construe, or enforce or otherwise concerning this Agreement or the Goods. Buyer agrees that Seller will be entitled to recover reasonable attorney fees and associated costs from Buyer in an event of dispute, claim, or other matter.

SEVERABILITY: In the event that one or more of the provisions of this Agreement are found to be unenforceable, the unenforceable provision shall have no effect on the other provisions of this Agreement. The remaining provisions shall remain and continue in force.

ENTIRE AGREEMENT: Buyer warrants and represents that the Buyer has thoroughly examined and has become familiar with the terms and conditions of this sales Agreement. Buyer’s acceptance of some or all of the Goods specified in this Agreement shall constitute

unequivocal assent by Buyer to be bound by this Agreement. No representative of Seller has the authority to orally modify, rescind, or revise any of the terms or conditions of this Agreement and these terms constitute the entire Agreement of the parties with respect to the subject matter of this Agreement.

CHANGES TO TERMS AND CONDITIONS: CetraIT GmbH. may change these terms and conditions at any time without notice.