DGR Systems Standard Terms and Conditions

SCOPE OF AGREEMENT The Terms and Conditions (“Terms”) contained herein shall supplement all purchase orders, quotations, offers or other specification (“Specification”) made by or accepted by DGR Systems (“DGR”). These Terms may in some instances conflict with some of the terms and conditions affixed in other documents issued by the Client. In such case, the Terms contained herein shall govern, and acceptance of Client’s order is conditioned upon Client’s acceptance of these Terms. DGR System’s failure to object to provisions contained in any communication from Client shall not be deemed a waiver of the provisions herein. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, proposals, discussions, and communications written or oral. Any changes in the Terms contained herein must specifically be agreed to in writing and signed by an officer of DGR before becoming binding on either party. These Terms shall be in effect from the date of submission of the Specification by DGR until Client has made payment for all corresponding Products and Services, and all other terms of this agreement have been satisfied. If any provision of these terms and conditions is held to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect.

PRICE, TAXES, AND QUOTATIONS All prices are exclusive of any present or future sales, any import duties (including brokerage fees) or any tax applicable to the manufacture or sale of any product or service. Such taxes, when applicable, shall be paid by Client unless Client provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by DGR are those current at the date of quotation and shall be subject to variation by DGR. DGR reserves the right to cancel any order due to pricing changes or other errors in the delivery of the Specification.

PURCHASE AND PAYMENT TERMS Requests made by Client, whether made by oral, written or other means, constitutes agreement by Client to make full payment for any invoices presented for those products or services requested in accordance with the payment terms defined on the corresponding Specification (in the absence of such terms, terms are NET20). DGR reserves the right to invoice Client upon and for each service rendered or product delivered. Client cannot refuse to make payment for partial delivery of services or products. Client shall pay all charges on terms established including reasonable charges for shipping, handling and insurance on any products delivered. For Specifications where a trade-in credit is provided, DGR shall invoice for and Client shall be responsible to pay for the trade-in value of any equipment not received by DGR within 60 days of Client’s receipt of corresponding new equipment. If Client fails to pay an invoice when due per the stated payment terms, Client shall pay interest on any unpaid balance at a rate of 1.5% per month (18% annual) from the due date until the payment date. Client also agrees to pay all costs and reasonable attorney’s fees incurred with the collection of any past due balances. Client must provide written notice of any disputed charge presented within 20 days of the date of issuance of the invoice in question. Failure to provide this notice will result in the forfeiture of Client rights to dispute the charge. This dispute must include the invoice number in dispute, the items and amounts disputed and a complete description of the basis for Client withholding payment. Notice of any disputed charge does not release Client from the obligation of paying any remaining balance of the invoice under the terms specified. Upon resolution of the disputed charge, DGR will issue a credit memo to Client or Client will pay the total amount outstanding referenced by the dispute. Any disputed charge resolved in DGR favor shall be liable to accrue late payment fees based on the terms of purchase at DGR sole discretion.

ORDER CANCELLATION & RETURNS Due to Manufacturers’ restrictions, DGR reserves the right to refuse a product for return. Certain items such as software, special orders including distribution orders, refurbished equipment, and discontinued products are sold “as is” and cannot be returned. Returns, if possible, are subject to current manufacturer’s policies and require a Return Merchandise Authorization number in advance of the return. Returns without an RMA will be refused. COD shipments will be refused. If a returned product is not defective, DGR reserves the right to assess a 25% restocking charge. Final acceptance of the return is conditional upon receipt of the product in “like new” condition with all parts, packing materials, seals and documentation intact. DGR reserves the right to refuse a return which is not in “like new” condition.

SECURITY INTEREST Client grants to DGR a security interest in any and all products purchased by Client from DGR to secure all obligations of Client to DGR, including but not limited to any obligation of payment. Client agrees that in the event of default in any payment and failure to cure same within a 90-day period, DGR shall have, in addition to its rights under the law, the right to repossess such goods without further operation of law and without notice to Client. Client further agrees to execute any additional documents necessary to perfect or continue the security interest created by this agreement.

WARRANTY AND LIABILITY DGR warrants to Client that Services rendered by DGR shall be performed in a skillful and professional manner commensurate with the requirements of the effort. Client shall notify DGR in writing within thirty (30) days after completion of the services in question when any of the services fail to conform to the standard of care set forth in this Agreement. The passage of the thirty (30) day period after completion of the services without the notification described herein shall constitute Client’s final acceptance of the Services. With respect to products manufactured or supplied by third parties to DGR for resale to Client, DGR makes no warranties of any kind in addition to or exceeding the warranty supplied or offered by the respective manufacturer or supplier, which shall be transferred or assigned to Client, and Client’s recovery is limited to recovery against such manufacturer or supplier for breach of any applicable warranties. In the event of a claim by Client for breach of product warranty, DGR must follow the warranty policy established by the manufacturer. This policy may require return of the warranted item to the manufacturer for repair. At Client’s request, DGR agrees to take actions reasonably appropriate to secure Client’s rights and to protect its interests under such third party warranties. Work performed by DGR, not covered by product warranty, will be billed to Client at the applicable labor rates. DGR shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the Client, acts of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of DGR. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

THE WARRANTY PROVIDED BY DGR IS SPECIFICALLY LIMITED AS DESCRIBED HEREIN. NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE AND NONE SHALL BE IMPUTED OR PRESUMED. IN NO EVENT SHALL DGR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, EVEN IF DGR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF DGR AND CLIENT’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE TOTAL VALUE OF THIS AGREEMENT. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. ASSIGNMENT AND SUBCONTRACTING DGR shall be entitled at all times to assign its rights under the contract (in whole or in part) or to subcontract any part of the work or services to be provided under the contract as it deems necessary or desirable.

CONFIDENTIALITY Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other it reasonably knows to be confidential, or that has been specifically identified as confidential or proprietary.

NOTICES Any notice hereunder shall be deemed to have been given if sent by prepaid first class mail to the party concerned at its last known address. Notice to DGR shall be made to DGR Systems, 4301 West Boy Scout Blvd, Suite 170, Tampa, FL 33607, Attn: Legal Dept., WAIVER Failure by DGR to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter. APPLICABLE LAW Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the State of Florida, USA.