TERMS & CONDITIONS OF SALE
1. Acceptance.   The following terms and conditions shall govern the sale by Colfax International ("Colfax") for orders for computer systems and/or related products ("Products") sold by Colfax to ("Purchaser"). By accepting delivery of the Products described on the invoice, Purchaser agrees to be bound by and accepts these terms and conditions. Additional or inconsistent terms proposed by Purchaser in any form will not be acceptable unless agreed to in writing by Colfax. Upon placement of an order, Colfax custom builds the Products for delivery to Purchaser. Return of Products is permissible under only the limited circumstances set forth below. These terms and conditions are subject to change without prior written notice at any time, at Colfax's sole discretion. These terms and conditions shall apply to every order placed by Purchaser unless otherwise agreed to by Colfax in writing.
2. Payment Terms and Right to offset.    Advertised prices are in U.S. dollars and exclude shipping and handling, taxes, customs or duties, unless otherwise noted. Unless Purchaser provides Colfax with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Colfax's acceptance of the order, Purchaser is responsible for sales and all other taxes associated with the order. Prices and configurations are subject to change without notice before Colfax enters Purchaser's order. Unless otherwise agreed to in writing, the terms for payment of each order, as provided on the invoice, shall be net cash due in the number of days specified in the invoice sent with the shipment. Unless otherwise agreed to in writing, no additional invoices will be sent. Past due accounts shall bear late charges at a rate equal to 1.5% of the amount due per month, or the highest rate allowed under applicable law. Colfax shall have the right to apply sums that may now or hereafter be owed to Purchaser by Colfax to the payment of this invoice.
3. Delivery.   Delivery dates are approximate only. Colfax shall not be responsible for any direct, consequential, or incidental loss or damage resulting from failure or delay in shipment. All deliveries are made F.O.B. Sunnyvale, California unless specifically agreed to in writing.
4. Warranty and Limitations.   ALL SALES ARE FINAL. Colfax does not allow returns for non-defective systems or Products that do not meet Purchaser's expectations that are not accepted by Colfax in writing.

Colfax installs and assembles component parts produced by unrelated manufacturers. Colfax makes no warranty, express or implied, as to defects in material or workmanship of those components. Colfax shall not be liable for any inability or failure on the part of manufacturers to make good on their warranties. Colfax warrants that any assembly and installation services that it performs ("Services") shall be free of defects in workmanship for a period of 30 days from the date of delivery, provided that the Products are operated and maintained in accordance with all instructions provided, are operated under normal use, and the proper Return Merchandise Authorization ("RMA") procedures are followed in accordance with Paragraph 5.

Colfax is not responsible for any failure of the Products caused by incorrect installation, use or modifications, upgrades or repair by anyone other than Colfax. Colfax does not make any representations that it's products will meet or exceed any benchmarks, performance measures or yardsticks. Colfax does not make any representations that its products will meet or exceed any thermal, acoustic, mechanical or electrical specifications or characteristics. Colfax does not make any representations that its products will be compatible with software, hardware, computer operating systems and applications not developed by Colfax. If the product needs to have any specific characteristic or if it needs to meet or exceed any specific performance measure, then Purchaser must notify Colfax in writing prior to placing the order and include in writing the testing procedures to be used and the method by which Purchaser desires Colfax's testing results to be communicated to Purchaser. Acceptance of such order must be in a written acknowledgment from Colfax.

Any technical advice provided by Colfax regarding the choice or use of Products or Services is given without charge and may not be relied upon by Purchaser. Colfax shall not be held liable for any damages resulting from viruses. COLFAX DOES NOT WARRANT THIRD-PARTY PERIPHERAL AND SOFTWARE PRODUCTS INCLUDING, BUT NOT LIMITED TO, SOFTWARE PRODUCTS OR THE OPERATING SYSTEM PREINSTALLED BY COLFAX. Colfax's only obligations with respect to software distributed by Colfax are set forth in the applicable end-user license or program license agreement.

Assistance with questions about the software that was either preinstalled by Colfax or that was included with the system at the time of purchase or lease is available for the first thirty (30) days from date of product purchase or lease. The dated sales or delivery receipt, showing the date of purchase or lease of the Product, is conclusive proof of the purchase or lease date. Purchaser may be required to provide proof of purchase or lease as a condition to receiving assistance. Colfax shall not provide any technical support or assistance regarding Products installed by Purchaser subsequent to delivery of Products sold by Colfax.

All warranties and obligations of Colfax to Purchaser are void and unenforceable if Purchaser alters or modifies Products delivered by Colfax or if the Products are operated under abnormal conditions.

ANY WARRANTY PROVIDED BY THIS PARAGRAPH IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. Return Merchandise Authorization.    With respect to any Products that are issued an RMA number, Colfax will, at its sole option, repair, replace or refund the lesser of the purchase price or the then fair market value of such Products. Colfax's course of action, if any, is determined on a case-by-case basis and Purchaser shall not rely on any previous action taken with respect to Purchaser or any other customer. Only a product given a RMA number may be returned to Colfax. Purchaser must contact the RMA Service Department at (408) 730-2275 by phone or written communication to obtain a RMA number within ten (10) days of delivery. Colfax reserves the right to refuse to issue a RMA number if the product is not covered by warranty under Paragraph 4.

PURCHASER SHOULD MAKE PERIODIC BACKUP COPIES OF THE DATA STORED ON ITS HARD DRIVE OR OTHER STORAGE DEVICES AS A PRECAUTION AGAINST POSSIBLE FAILURES, ALTERATION, OR LOSS OF THE DATA. BEFORE RETURNING ANY UNIT FOR SERVICE, BE SURE TO BACK UP DATA AND REMOVE ANY CONFIDENTIAL, PROPRIETARY, OR PERSONAL INFORMATION. COLFAX IS NOT RESPONSIBLE FOR DAMAGE TO OR LOSS OF ANY PROGRAMS, DATA, OR REMOVABLE STORAGE MEDIA, SUCH AS DISKETTES, CD'S, OR PC CARDS. COLFAX IS NOT RESPONSIBLE FOR THE RESTORATION OR REINSTALLATION OF ANY PROGRAMS OR DATA OTHER THAN SOFTWARE INSTALLED BY COLFAX WHEN THE PRODUCT WAS ASSEMBLED.

Purchaser must provide the Product Serial Number, Invoice Number, Date, Date Code, and detailed product defect information to receive an RMA number. Purchaser must ship the product to Colfax within 30 days from the date of the issuance of the RMA number. Purchaser must prepay shipping charges. Purchaser is responsible for any loss or damage incurred during shipment. Colfax assumes no liability for returned Products not signed for by an employee of Colfax. A returned product must be shipped in its original boxes and include the original invoice and all manuals, cables, cords, and other accessories shipped by Colfax. The RMA number must be clearly labeled on the outside of the returned shipment.

Colfax reserves the right to reject a return if any of the conditions of this Paragraph 5 are not complied with and may at its option, (i) return the Products to Customer without further notification or (ii) repair the product as requested and assess charges for any missing items.

Purchaser shall pay a twenty-percent fee if Purchaser submits a Product for return which is not accepted by Colfax. If a Product returned as defective is found to operate properly under the manufacturers' specifications upon testing by Colfax, Purchaser will be charged an additional $90 testing and verification fee and shall remain responsible for full payment of invoice.
6. Default.   If Purchaser fails to make any payment, becomes insolvent, makes an assignment for the benefit of its creditors, or files for bankruptcy, Colfax may withhold limited warranty and/or support services, defer further shipments, cancel the unshipped balance, and/or repossess Products for which payment has not been received at Purchaser's sole cost. Purchaser's sole and exclusive remedy against Colfax shall be either the repair or replacement of nonconforming Products, or the amount of the contract price or fair market value of the nonconforming Products at the time of the claim (whichever is less). IN NO EVENT SHALL COLFAX BE LIABLE FOR ANY LOSS OF PROFITS OR OTHER COMMERCIAL DAMAGE INCLUDING, BUT NOT LIMITED TO SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, CONTINGENT OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT COLFAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Attorneys' Fees.   In the event a dispute arises out of or in connection with this invoice, the prevailing party shall be entitled to recover its attorneys' fees and costs including, but not limited to, expert witness, copy, facsimile, and computer research fees incurred, whether the dispute proceeds to trial or not.
8. Governing Law.   This contract shall be governed by the laws of California. Venue for any legal proceedings shall be in Santa Clara County, California.
9. Entire Agreement, Modifications.    These Terms and Conditions constitute the entire agreement between Colfax and Purchaser regarding Products and cannot be changed except by a written document signed by Colfax and Purchaser.
10. Statute of Limitations.   No claim may be brought by Purchaser against Colfax more than one year from the date of purchase.
11. EXPORT BAN.   Purchaser shall not export, directly or indirectly, any U.S. source products including, without limitation, to computers or other peripheral equipment acquired from Colfax or any products utilizing any Colfax-supplied computer, software, peripheral equipment or technical information, without first obtaining the written consent of the United States Department of Commerce or other agency of the United States government when required by statute or regulation.