Rackley Technologies, LLC.

RACKLEY TECHNOLOGIES, LLC - TERMS AND CONDITIONS OF SALE

1.  With respect to any products and/or services (collectively, "Products") purchased by Buyer from Rackley, the terms and conditions thereof shall consist of these terms together with any additions or revisions of such terms mutually agreed to in a writing signed by Rackley and Buyer ('the Parties"). Rackley objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in any purchase order or other communication from Buyer to Rackley, unless specifically agreed to in a writing signed by the Parties and only with respect to those Products intended to be covered by that executed document. This Agreement constitutes the entire, integrated agreement between the Parties related to the subject matter of this Agreement and any subsequent purchases made by the Buyer from the Rackley, and any and all discussions, understandings, agreements, representations, courses of dealings, customs, and usage's of trade heretofore made or engaged in by the Parties with respect to the subject matter hereof are merged into this Agreement which alone fully and completely expresses the Parties' agreement. No amendments, modifications, waivers, or termination of this Agreement can be made through the Parties' course of dealings and no such change can be made except in a single writing signed by the Parties hereto. Failure by Rackley to exercise any right or remedy under the Agreement will not be deemed a waiver of such right or remedy unless in a writing signed by Rackley, nor shall any waiver be implied from the acceptance of any payment. No waiver by Rackley of any right shall extend to or affect any other right, nor shall a waiver by Rackley of any breach extend to any subsequent similar or dissimilar breach. The Agreement shall be for the benefit of the Parties and not for the benefit of any other person. Buyer may not assign this Agreement without the express written approval of Rackley. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of the Agreement will remain in full force and effect.

2. This Agreement may not be modified or rescinded except by a writing signed by the Parties. If all or part of the contract is terminated by such modification or rescission, Buyer, in the absence of a contrary written agreement between Rackley and Buyer, shall pay termination charges equal to Rackley's costs associated with the contract, as determined by generally accepted accounting principles, plus a reasonable profit on the entire contract. Cost shall include any amount Rackley must pay to its suppliers due to any termination by Rackley of a purchase order or contract for Products intended for Buyer.

3. Payment of the purchase price for Products sold by Rackley to Buyer shall be in the amounts set forth on each invoice, and Buyer agrees to pay all charges in accordance with the amounts established in said invoices. The entire outstanding balance due to Rackley on all invoices shall become due in full immediately upon default in the payment of any invoice. Buyer will pay a service charge of $50.00 or the maximum allowed by law for each check returned by Buyer's bank.

4. Buyer shall pay the purchase price for Products within thirty (30) days from the date of invoice. In the event Buyer fails to pay the total purchase price within the thirty (30) day period, the maximum allowable charge and/or interest allowed by applicable laws shall be applied to all past due accounts commencing from the due date of the invoice until paid. Rackley shall also be entitled, in addition to all other remedies available at law or in equity, to recover reasonable attorneys' fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in respect of this Agreement. Cash discounts do not apply to cases, reels, spools or transportation charges. The purchase price for the Products is F.O.B. first point of shipment, unless otherwise agreed to in writing. Rackley reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security or payment in advance in the amount of sale. Rackley may set off any amount due from Buyer to Rackley, whether or not under this Agreement, from any amounts due to Buyer. Title to and risk of loss of the Products pass to Buyer upon delivery to the carrier at the F.O.B. shipping point. Unless otherwise agreed to in writing, title to any software associated with a Product shall not pass to Buyer and, strictly to the extent permissible under any license agreement related to such software, Buyer shall be granted a limited license to use the software in connection with the Product, strictly in accordance with the license agreement, and Buyer agrees to be bound by any license terms pertaining to software associated with a Product sold hereunder. Buyer agrees to defend and indemnify Rackley, including paying for Rackley's attorneys' fees for counsel of Rackley's choosing, from any claims or lawsuits in which it is alleged that such license agreement was breached or violated by reason of the actions of Buyer.

5. In the event Buyer orders any inventory from Rackley which Rackley produces or procures for Buyer and such inventory is not readily saleable to other customers of Rackley, Buyer agrees to be responsible and pay for all such custom or specially procured inventory, notwithstanding any defenses Buyer may have as to its failure to pay for other inventory and notwithstanding Buyer's failure to use or sell such inventory.

6. Any tax or other governmental charge upon the provision of services, or the production, sale, shipment, transfer, consumption, or use of the Products which Rackley is required to pay or collect from Buyer shall be paid by Buyer to Rackley at the time of payment for the Product, unless Buyer furnishes Rackley with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice.

7. Shipping date or other applicable performance date is estimated on the basis of immediate receipt by Rackley of Buyer's order and all information, drawings and approvals to be furnished by Buyer, and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Rackley's reasonable control. Rackley will in good faith endeavor to ship Products or perform services by the estimated date. Rackley shall have the right to make partial shipment. All changes in specifications or the shipping or performance date requested by Buyer will only be effective if set forth in a writing signed by the Parties, and where such changes affect Rackley's time or cost of performance, an equitable adjustment in estimated shipping/performance date or purchase price, or both, will be made. If no packaging, loading or bracing requirements are stated, Rackley will comply with minimum specifications for the method of transportation specified. If no method of transportation is specified, shipment will be by a reasonable method of transportation determined by Rackley in its sole discretion.

8. Buyer shall promptly submit all claims for shortages in writing to Rackley once Buyer receives the Products; otherwise such claims shall be waived. Quantities are subject to normal manufacturer allowances. In the case of wire and cable, such allowances are plus 10% and minus 5%. The purchase price for Products will equal the unit price multiplied by the quantity shipped. Buyer will inspect the Products upon delivery and will promptly notify Rackley in writing of any defect in the Products so that Rackley may place the Product manufacturers on notice of the same, otherwise such Products will be considered accepted.

9. Rackley hereby transfers and assigns any and all transferable warranties made to Rackley by the manufacturer of the Products and any intellectual property indemnity from the manufacturer of such Products to Buyer, and Rackley makes no warranty beyond that provided through such transfer and assignment. Buyer's sole and exclusive remedy for any alleged defect, failure, inadequacy, or breach of any warranty related to Products shall be limited to those warranties and remedies provided by the manufacturers of those Products all of which are hereby assigned by the Rackley to Buyer.

10. DISCLAIMER OF WARRANTIES: THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND RACKLEY DISCLAIMS AND BUYER WAIVES, ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW (STATUTORY OR OTHERWISE) AND WHETHER OR NOT OCCASIONED BY RACKLEY'S NEGLIGENCE.

11. LIMITATION ON BUYER'S RECOVERY: IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY RACKLEY OR THOSE THAT ARE NOT, SHALL BUYER BE ENTITLED TO RECOVER MORE THAN THE PRICE OF THE PRODUCTS PROVIDED HEREUNDER FROM RACKLEY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THIS AGREEMENT BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR FOR PUNITIVE DAMAGES.

12. LIMITATION OF BUYER'S DAMAGES: IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY RACKLEY OR THOSE THAT ARE NOT, SHALL BUYER BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES FROM RACKLEY, FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THIS AGREEMENT BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR FOR PUNITIVE DAMAGES.

13. Rackley shall not be liable for any failure to perform its obligations under the Agreement resulting directly or indirectly from, or contributed to or by acts of God, acts of Buyer, acts of terrorism, civil or military authority, fires, strikes or other labor disputes, accidents, floods, war, riot, inability to secure material or transportation facilities, acts or omissions of carriers, or any other circumstances beyond Rackley's reasonable control. Rackley shall have no liability under this Agreement other than as expressly provided in this Agreement.

14. If Buyer furnishes specifications to Rackley for use in the manufacture of the Products, Buyer will indemnify and hold Rackley harmless against any claim of intellectual property infringement which arises out of Rackley's compliance with the specifications.

15. Buyer understands that Products supplied by Rackley may be subject to the jurisdiction of U.S. export controls and trade sanctions, and Buyer represents and warrants that it will not violate U.S. export-related laws with respect to Products supplied by Rackley, and Buyer will indemnify and hold Rackley harmless for any damages arising from such violations by Buyer. Buyer will not disclose or make available to any third party Rackley's data or other confidential, nonpublic or proprietary information regarding Rackley without Rackley's prior written authorization.

16. This Agreement shall be governed, interpreted and construed according to the substantive laws of the State of Tennessee, U.S.A. without regard to principles of conflicts of law thereof and shall not be governed by the Convention on the International Sale of Goods. If any dispute or controversy shall arise with respect to this Agreement, such dispute or controversy will be settled in the state or federal courts located in Pulaski, Tennessee, in which case the Parties hereby consent to the exclusive jurisdiction and venue of such courts, and agree that they shall not contest or challenge the jurisdiction or venue of such courts. Any action for breach of the Agreement or any covenant or warranty must be commenced within one (1) year after the cause of action accrues.







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