Quotation Additional Terms

Shortages

Any claims of shortages must be made in writing within thirty (30) days after the ship date.

Cancellation

In case of order cancellation, Buyer will be charged a minimum of 15% of the total order as a restocking charge, plus software and database configuration charges at REDCOM’s current rates.

Taxes

The prices stated herein do not include any provision for sales, use, excise, customs, value added or similar taxes. Buyer will pay or reimburse REDCOM for all such taxes as may be applicable.

Patents

Buyer shall hold REDCOM harmless against any expenses, damages, costs or losses resulting from any suit or proceeding brought for any infringement of patents or trademarks arising from REDCOM’s compliance with Buyer’s designs or specifications or instructions. REDCOM shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against Buyer so far as it is based on claims (a) that use of any REDCOM products, or any part thereof, furnished hereunder, in combination with products not supplied by REDCOM, or (b) that a manufacturing or other process utilizing any REDCOM products, or any part thereof, furnished hereunder, constitute either direct or contributory infringement of any patent of the United States. Sale of REDCOM products hereunder confers on the Buyer no license under any patent rights of REDCOM covering or relating to (a) the structure of any devices to which the products or parts may be applied or (b) a process or machine in connection with which they may be used.

Claims

The validity and construction of the contract arising out of Buyer’s acceptance and any issue regarding whether either party has performed pursuant to the terms of the contract will be governed by the laws of the State of New York applicable to such agreements made entirely within said State. If a dispute between the parties to the contract arises at any time regarding any provision of the contract or one or both of the parties’ performance under the contract, the parties agree that any court action brought to recover damages or to obtain any other relief of any kind, including, but not limited to, obtaining (i) a temporary, preliminary or final injunction, (ii) repossession of assets, (iii) strict performance with respect to the contract, (iv) an order of attachment or any other provisional remedy and/or (v) any relief pursuant to any provision of the Uniform Commercial Code, will be venued in the New York Supreme Court, in either the county of Monroe or Ontario, unless REDCOM consents in writing to said action being venued in another jurisdiction either within or outside the State of New York. If Buyer initiates a court action in a jurisdiction and/or venue other than described above, Buyer will be liable to REDCOM for all costs and fees, including reasonable attorneys’ fees, incurred in the process of having the case removed to the proper jurisdiction. In any event, if REDCOM brings an action or a counterclaim for collection of any overdue amount payable under the contract, Buyer will pay the cost of collections, including REDCOM’s reasonable attorneys’ fees.

Transfer of Ownership

Transfer of ownership occurs at the Delivery Point as defined by the Delivery Term.