TERMS AND CONDITIONS OF SALE

The following terms and conditions apply for the sale of products (“Products”) manufactured by Electronic Solutions, Inc. to our customers. These terms are binding between ESI and our Customer unless other arrangements are specifically made in writing.

In all instances, the terms “ESI,” “we,” “our,” and “us” shall be construed to refer to Electronic Solutions, Incorporated.

The terms “Customer,” “you,” and “your” refer to you, our customer.

1. ACCEPTANCE AND CANCELLATION OF ORDERS

All orders are subject to our acceptance. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. You may cancel an order with our written consent, exclusive of items which require us to provide custom hardware or software. In the event that you cancel an order for any reason, ESI reserves the right to bill you for reasonable cancellation or restocking charges. Your order may not be canceled after we have submitted it to the carrier for shipment. Product specifications and availability are subject to change without prior notice.

1.1 NON-CANCELABLE/NON-RETURNABLE PRODUCTS

Some orders may require that we design and implement custom hardware and/or software to provide the functionality you desire. Such custom orders are both non-cancelable and non-returnable (NCNR). You understand that NCNR products are created by us specifically for you. Irrespective of circumstances, you agree that NCNR products may not be cancelled or returned for any reason.

1.2 RETURNS

Returns are normally accepted if completed within 30 days of the ship date. If we agree to accept a return, you must pay the return freight charges. ESI does not accept COD shipments. Please contact us for a Return Materials Authorization Number prior to returning any product. The preceding statements regarding returns do not apply to NCNR products (see Section 1.1 above). The return should be in unused condition (unless defective).

2. PRICES

Orders are billed at the prices we have in effect at the time of shipment. Unless otherwise specified, quoted prices are applicable for thirty (30) days. Prices shown on our website are subject to change without notice. Prices are subject to increase at any time and without prior notification. Displayed or quoted prices are exclusive of taxes, including sales, use, excise, value-added and any other taxes or charges.

3. SALES & OTHER TAXES

US Shipments

Sales tax is collected for customers in the state of Texas. When required by law, we will collect federal, state and/or local sales, use, excise, and other taxes that apply to your shipment. These taxes are in addition to the purchase price of the Products. If you are tax exempt, we must have a valid signed tax exemption certificate on file. If you submit a such a form, we will consider that any and all future orders placed by you fall under your exemption. Declaration of, and payment of sales tax for, any products not purchased for resale is your sole responsibility.

International Shipments

All applicable charges and fees such as VAT and brokerage fees are your responsibility and are due at the time of delivery.

4. TERMS OF PAYMENT

All payments must be made in U.S. dollars (USD). For all orders, you agree to pay the entire net amount of each invoice from us in accordance with the terms of the invoice. All orders are subject to credit approval by us. We may, at any time and at our sole discretion, change your credit terms, require cash in advance, and/or require payment of any or all amounts due before shipment of an order. If you fail to pay any invoice when due, or we have reason to believe that your ability to make payments may be impaired, we may cancel any order or suspend delivery of it until such payment is made. You remain liable to pay for any Products already shipped and all NCNR Products ordered.

4.1 NET ACCOUNTS

Payment via net thirty (30) account is available to qualified businesses and agencies with three references or as otherwise specified by us. Other credit arrangements may be offered solely at our discretion. You agree to submit such financial information as we may reasonably require for determination and/or continuation of credit terms.

4.2 CREDIT CARDS

We no longer accept credit cards or bank debit cards.

4.3 CHECKS

Checks are accepted subject to collection and the date of collection will be deemed the date of payment. We may apply any check received from you against any invoice you owe us, regardless of any statement appearing on or referring to such check. Our doing so will not discharge your liability for any additional amounts you owe us. Our acceptance of such a check does not waive our right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest at the maximum annual rate permitted by law. If you fail to make payment when due, we may pursue any legal or equitable remedies, in which case we will be entitled to reimbursement of costs for collection and reasonable attorneys’ fees. A service charge of $25 (US) will be imposed on all returned checks.

5. SHIPPING

All shipments by us are F.O.B. point of shipment from our Corpus Christi, TX facility. You agree to pay all shipping charges in addition to the purchase price of the Products. ESI does not impose a handling surcharge for shipments. Delivery of the Products to the carrier constitutes delivery to you, and title and risk of loss will pass to you. We will make every effort to schedule delivery as close as possible to your requested delivery date. Any delivery date we provide is only an estimate, and we are not liable if delivery does not occur on such date. Selection of the carrier and delivery route will be made by ESI unless specifically designated by you. We reserve the right to make deliveries in installments. Delay in delivery of one installment will not entitle you to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery.

If you receive Products that have been damaged in transit, please keep everything intact – the Products, the shipping box, and the packing material as well. Contact us immediately to initiate a claim.

6. ESI LIMITED WARRANTY

Parts and labor on all Products manufactured by ESI are warranted for one (1) year from the purchase date. The customer is responsible for paying return shipping on the defective Product. Our liability arising out of any sale of Products to you is limited to either (1) refund of the purchase price paid by you for such Products (without interest), or (2) repair and/or replacement of such Products, at our discretion. These remedies are exclusive and in lieu of all others. This warranty is in lieu of any and all other warranties. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Your obligations and our remedies with respect to defective or nonconforming products are exclusively as stated herein. No warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, or modification.

7. LIMITATION OF LIABILITY

In no event shall we be liable for any special, incidental or consequential damages of any nature including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Your recovery from us for any claim shall not exceed the purchase price you paid for the Product, irrespective of the nature of the claim, whether in warrant, contract or otherwise. You agree to indemnify, defend and hold us harmless from any claims brought by any party regarding Products supplied by us and incorporated into your customer’s installation(s).

8. SAFETY NOTICE AND RESTRICTIONS

Products are intended for commercial use only. Products sold by us are not designed, intended, or authorized for use in life support, life sustaining, nuclear facilities, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. If you use or sell our Products for use in any such applications: (1) You acknowledge that such use or sale is at your sole risk; (2) You agree that we are not liable, in whole or in part, for any claim or damage arising from such use; and (3) You agree to indemnify, defend and hold us harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

9. STATEMENTS AND ADVICE

If we offer you statements or advice, technical or otherwise, such statements or advice will be deemed to be given purely as an accommodation to you. We shall have no responsibility or liability for the content or use of such statements or advice.

10. INTELLECTUAL PROPERTY

All intellectual property contained within a purchased Product, both hardware and software, remains our exclusive property. You are granted a perpetual license to use the software only within the Product as furnished by us. You may not duplicate, reverse engineer, disassemble, or modify the product’s hardware or software by any means.

11. FORCE MAJEURE

We will not be liable for delays in delivery or for failure to perform our obligations due to causes beyond our reasonable control. Our time for delivery or performance will be extended by the period of such delay or we may, at our option, cancel any order without liability, by giving you notice of our intent to do so.

12. GENERAL

Goods furnished and services rendered by us are sold only on the terms and conditions stated herein. The sale of our Products will be governed by these Terms and Conditions, notwithstanding contrary or additional terms and conditions in any form or document issued by either party affecting the purchase and/or sale of said Products. The terms and conditions on your credit application are controlling between ESI and you. Any conflicting statements or terms listed on your purchase orders, confirmations, or any other documents submitted to us are negated by your submission of the Credit Application and our issuance of such credit. Our performance of any contract is expressly made conditional on your agreement to our Terms and Conditions of Sale. In the absence of such an agreement, commencement of performance and/or delivery shall be for your convenience only and shall not be construed to be acceptance of all or part of your terms and conditions. If a written contract is not formed earlier by mutual agreement, your acceptance of any goods or services shall be deemed your acceptance of our terms and conditions as stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred in any way without our prior written consent. These obligations, rights, terms and conditions are binding both between you and us, and between our respective successors and assignees. The waiver or breach of any portion of this contract will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any part of these terms which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such a limitation without invalidating the remaining provisions in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.