BETIS DIRECT, LLC (“BETIS”) TERMS AND CONDITIONS OF SALE

 

1. PRODUCTS

As used in these Terms and Conditions, the term “products” includes goods, as applicable.

2. PRICES

Betis prices are exclusive of taxes, shipping, and insurance. United States (U.S.) domestic
prices apply to products purchased in the U.S. for use in the U.S. U.S. export prices apply to
products purchased in the U.S. for export. Betis reserves the right to adjust prices on
products due to market conditions, product discontinuation or unavailability, manufacturer
price changes, supplier price changes, errors in advertisements, impact of any tariffs,
duties, or similar governmental charges imposed after the date of the quotation. These
adjustments will be calculated to ensure fair allocation of the increased costs. Betis will
provide advance notice of any such adjustments along with documentation supporting the
changes.

3. QUOTATIONS

Unless otherwise indicated, Betis quotations are valid for thirty (30) days from date of
issuance.

4. PURCHASE ORDERS

All orders are subject to product availability. Betis’ acceptance of Customer’s order is
expressly conditioned upon Customer’s assent to these Terms and Conditions to the
exclusion of any additional or different Terms or Conditions on Customer’s order form,
which assent shall be presumed conclusively from Customer’s failure to seasonably object
in writing or from Customer’s acceptance of any or all of the products ordered.

5. RESCHEDULING AND CANCELLATION

All requests to reschedule or cancel an order are subject to acceptance by Betis. Betis
reserves the right to assess a rescheduling or cancellation charge for requests received
within 30 days of a scheduled shipping date.

6. SHIPPING AND DELIVERY, RISK OF LOSS, TITLE

If Customer provides Betis with Customer’s carrier account number or selects a carrier other
than a carrier that regularly ships for Betis, title to Products and risk of loss or damage during
shipment pass from Betis to Customer upon delivery to the carrier (F.O.B. Origin, freight collect).
For all other shipments, title to Products and risk of loss or damage during shipment pass from
Betis to Customer upon delivery to the specified destination (F.O.B. Destination, freight prepaid
and added). Notwithstanding the foregoing, title to software will remain with the applicable
licensor(s), and Customer’s rights therein are contained in the license agreement between such
licensor(s) and Customer.

7. SOFTWARE

Software, including software products and software incorporated within products, e.g., in
ROM or on internal media, is provided under license and is subject to the terms of a
separate license agreement. In general, Betis licenses permit reproduction only for use
with equipment for which the software was originally acquired and prohibit disassembly,
decompilation and reverse engineering. Customer may use and reproduce the software
only as permitted by the applicable license.

8. TAXES

Any and all state and local sales, use, excise, privilege, and similar taxes imposed on Betis
or which Betis has a duty to collect in connection with the sale, delivery, or use of any
product will appear as separate items on the invoice. If sales to Customer are exempt from
such taxes, Customer shall furnish Betis a certificate of exemption. Betis is not
responsible for import duties, these taxes and fees are charged separately by the
customer’s government at time of delivery.

9. INVOICES AND PAYMENT

Upon each shipment, Betis will issue an invoice to the address specified in Customer’s
order. Payment terms are net thirty (30) days from the date of the invoice. Late payments
will be subject to a late payment charge of 1.5% per month. All payment shall be in United
States Dollars (USD). Betis may change its credit terms and/or suspend performance
under any order when, in the opinion of Betis, Customer’s financial condition or record of
payment so warrants. Customer agrees to pay any third-party collection expenses,
including attorney’s fees, incurred by Betis to collect any unpaid amounts. Betis will
charge a 3% fee for any payments made by credit card.

10. WARRANTY

Betis warrants to its Customers that the hardware products it sells will be free from defects
in materials and workmanship for 30 days. If any such product proves defective during this
warranty period, Betis at its option, either will repair the defective product without charge
for parts and labor, or will provide a replacement in exchange for the defective product. In
order to obtain service under this warranty, Customer must notify Betis of the defect before
the expiration of the warranty period and make suitable arrangements for the performance
of service. Customer shall be responsible for packaging and shipping the defective product
to the service center designated by Betis, with shipping charges prepaid. Betis shall pay for
the return of the product to Customer if the shipment is to a location within the country in
which the Betis Service Center is located. Customer shall be responsible for paying all
shipping charges, duties, taxes, and any other charges for products returned to any other
locations. This warranty shall not apply to any defect, failure or damage caused by
improper use or improper or inadequate maintenance and care. Betis shall not be
obligated to furnish service under this warranty a) to repair damage resulting from improper
installation, repair or service; b) to repair damage resulting from improper use or
connection to incompatible equipment; c) to repair any damage or malfunction caused by
the use of non-Betis supplies; or d) to service a product that has been modified or
integrated with other products when the effect of such modification or integration
increases the time or difficulty of servicing the product.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. BETIS
AND ITS VENDORS DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. BETIS’ RESPONSIBILITY TO REPAIR OR REPLACE A
DEFECTIVE PRODUCT IS THE SOLE AND EXCLUSIVE REMEDY PROVIDED TO THE
CUSTOMER FOR BREACH OF THIS WARRANTY.

11. USE OF RECONDITIONED MATERIAL

Betis products may include materials that are new or reconditioned to like-new
performance and functionality.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL BETIS OR ITS VENDORS BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF CUSTOMER’S PURCHASE
OR USE OF ANY PRODUCT, EVEN IF BETIS OR THE VENDOR HAS ADVANCE NOTICE OF
THE POSSIBILITY OF SUCH DAMAGES.

13. EXPORT RESTRICTIONS

Customer shall not export, re-export, or transfer, directly or indirectly, any product or
technical data received hereunder, to any country or user to which such export, re-export
or transfer is restricted by United States or local country law or regulation without first
obtaining any required governmental license, authorization, certification or approval. If
Customer resells or otherwise disposes of any product or technical data purchased
hereunder, it will comply with any export restrictions applicable to such transfer. Betis shall
have no liability for delayed delivery or non-delivery resulting from denial, revocation,
suspension or governmental delay in issuance, of any necessary export license or
authority.

14. WAIVER

The failure of either party to enforce any provision of these terms and conditions shall not
be construed as a waiver of such provision or the right thereafter to enforce each and every
provision. No waiver by either party, express or implied, of any breach of these Terms and
Conditions shall be construed as a waiver of any other breach of such term or condition.

15. ASSIGNMENT

Customer may not assign or otherwise transfer its rights or obligations under these Terms
and Conditions without the prior written consent of Betis. No attempt to assign or transfer
in violation of this provision will be binding upon Betis.

16. GOVERNING LAW

The rights of the parties hereunder shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia, USA.

17. ATTORNEYS’ FEES

If litigation is commenced by either party to enforce any contract including these Terms and
Conditions, the prevailing party shall be entitled to recover its reasonable costs and
attorneys’ fees, both at trial and on appeal.

18. NOTICES

All notices shall be given in writing and deemed effective upon receipt. Notices to
Customer will be sent to the ordering office or other address shown in Customer’s order.
Notices to Betis should be sent to the Betis sales office identified by Betis as being
responsible for the order.