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Odyssey Electronics Terms & Conditions

1. IDENTIFICATION OF THE PARTIES.
This contract for the sales of goods is entered into between Odyssey Electronics, Inc., hereinafter "Seller", and the party seeking to purchase goods as specified on the front side of this document, hereinafter "Buyer". This sales agreement shall be known as the "Agreement".

2. ACCEPTANCE.
Buyer's acceptance of goods from Seller constitutes a full and unequivocal acceptance of these terms and conditions. Buyer agrees that Seller's terms and conditions as stated herein shall become the entire contract between Buyer and Seller and shall supersede Buyer's order form. Buyer further agrees that Seller expressly rejects any and all terms or conditions set forth on Buyer's order form or similar document which add to, remove from, or otherwise conflict or modify the terms and conditions set forth herein. Buyer shall have the right to inspect the goods before accepting them and shall have the right to reject nonconforming goods. Payment shall be made in U.S. Currency.

3. PRODUCT PRICING.
Unless otherwise stated, all prices quoted by Seller are based on U.S. Currency and are guaranteed until 5:00 p.m. Pacific Standard Time (PST) on the date of quotation, Freight on Board (FOB) Seller's shipping dock or other designated point of shipment. All applicable state and federal taxes, or assessments, of any kind, which apply to the sale of the goods covered herein will be added to the purchase price and shall be paid by Buyer, except to the extent that Buyer has provided Seller with a valid tax exemption certificate.

4. SHIPMENT.
Delivery of all goods covered by this agreement will be FOB Seller's shipping dock or other designated point of shipment. Delivery will be deemed completed and risk of loss or damage to the goods shall pass to Buyer once the goods have been tendered to Buyer or a carrier for shipment to Buyer. In no instance shall Seller be liable for direct, indirect, special, incidental, consequential or any other form of damage, injury or harm suffered by Buyer that is caused or otherwise brought about by the delay in shipment or receipt of goods purchased under this agreement. All goods sold under this Agreement shall be deemed accepted by Buyer unless Buyer notifies Seller, in writing, within ten (10) calendar days of shipment by Seller, that goods sold under this Agreement are damaged or defective. Buyer must make claims for shortages in writing to Seller within ten (10) calendar days from the date of receipt.

5. COMPETENCY.
If Buyer's financial condition becomes impaired, or Buyer fails to make any payment in accordance with the terms of this Agreement, Seller may at its sole option defer or decline to make any or all shipments under this Agreement except on receipt of security satisfactory to Seller or cash payment in advance of delivery.

6. TITLE.
All goods remain the property of the Seller until all invoices or other outstanding amounts have been paid for in full. Until such payment has been made, the Purchaser shall store the Goods in such a way as to enable them to be identified as the property of the Seller. Notwithstanding such retention of Title the Purchaser may re-sell the goods to its own customers in the ordinary course of its business. The Seller may withdraw this privilege at any time at his discretion. Title of goods cannot pass to a third party until all invoices or outstanding amounts are paid in full. The Purchaser shall accordingly set aside funds from any re-sale of the goods in whatever form to cover full payment of the Sellers goods. Upon any breach of contract, the Purchaser shall return any goods as requested and allow the Seller immediate access to any premises where goods are held to enable identification and repossession as required by the Seller. No liability will be accepted by the Seller for loss or damage howsoever incurred during the exercising of the above right of repossession. The Purchaser shall insure the goods from the time of delivery and at all times while the goods remain in their possession for the full invoiced value of the goods.

7. WARRANTIES.
Seller warrants all goods sold herein to be free from defects in material and workmanship under normal use and conditions for which the product was designed and intended. Seller does not, however, expressly or impliedly warrant that the goods sold herein are fit for a particular purpose as the goods are provided to Buyer solely upon Buyers' specification and Seller has made no inquiry as to Buyers' intended usage of the goods themselves, except with respect to the export laws of the United States of America.

i. For Products sold hereunder, which are not manufactured by Seller, the warranty delivered to Seller by the vendor or manufacturer of such product shall be assigned to buyer and shall be provided expressly in lieu of any other warranty by Seller.

ii. For products sold herein under, which are manufactured by Seller, Seller warrants the product for the design life of the product.

iii. Seller's liability for defective product shall be limited to either repair or replacement of the defective product, to be determined at Seller's sole discretion, and Seller assumes no risk of and shall not in any case be liable for any other damages, including, without limitation, any special, incidental, consequential or punitive damages arising from breach of warranty or breach of contract relating to use of products sold under this sales Agreement.

All products come with a Thirty (30) day limited warranty for form, fit and function - unless otherwise agreed upon by seller and purchaser and documented on the purchase order.  A complete comprehensive test report must be provided by the purchaser to receive a return merchandise authorization (RMA).

8. LIMITATION ON LIABILITY.
In no event shall Seller be liable for any loss of use, revenue, profit or customer, or for any direct, indirect or consequential damages arising out of, connected with, or resulting for the sale of goods under this Agreement.

9. MERCHANDISE RETURN POLICY AND PROCEDURE.
Buyer acknowledges that Seller will not accept returned merchandise from Buyer which is not accompanied by a Return Merchandise Authorization (RMA) Form previously issued by Seller for the goods to be returned. Seller will accept only new, unused product in its original packaging unless prior written authorization has been obtained from Seller and that authorization accompanies the returned goods. Buyer is responsible for paying all return freight expenses and the risk of loss remains with the Buyer until the returned goods are physically received and accepted by the Seller. All claims for shortage, damage or shipment errors must be made within ten (10) calendar days of invoice date. Our liability shall be limited to the invoice value of the materials or its replacement. All shipping errors must be authorized and received by our customer service manager within twenty (20) calendar days of invoice date. Subject to Odyssey Electronics' approval, you may return product within fifteen (15) calendar days after the invoice date for a full credit against further purchases. Products that are issued an RMA number after the 15th calendar day of purchase, and up to thirty (30) calendar days after the purchase date may be returned but for the then prevailing market value, or the invoice, whichever is less, for credit against future purchases. Products returned after the thirty (30) calendar days from the purchase date on the invoice are credited for future purchases at the then prevailing market value, or invoice, whichever is less, and also a 15% restocking fee will be charged. This RMA number will expire in ten (10) calendar days from the above date.

10. PROPRIETARY AND CUSTOM SPECIFICATION PRODUCTS.
All goods sold, which are specially designed, configured, manufactured or assembled, based upon Buyer's specification, plan, design or request are non-cancelable and non-returnable for any reason.

11. CHANGES OR CANCELLATION OF ORDER.
Orders accepted by Seller are not subject to change or cancellation by Buyer without first obtaining Seller's written authorization and upon payment of a cancellation fee equaling fifteen percent (15%) of the total price of the goods. Seller may at its sole option waive or lower the cancellation fee, however, any waiver must be made in writing and must be signed by an officer of Seller.

12. ARBITRATION.
In the event that a dispute arises between Buyer and Seller regarding this Agreement, Buyer agrees that the dispute shall be resolved through binding arbitration conducted in Orange County, California by a neutral arbitrator of the American Arbitration Association (AAA) and according to the rules set forth by the AAA. Notice of demand for arbitration shall be filed in writing with the other party to this Agreement and with the AAA. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen and in no event shall it be made after the date when institution of legal or equitable proceedings based upon such claim, dispute or other matter in question would be barred by the applicable contractual or other statue of limitations. The award of the arbitrator shall be final and judgment may be entered in accordance with applicable law in any court having jurisdiction over the parties.

13. LAW APPLICABLE TO AGREEMENT.
Any dispute, which arises between Buyer and Seller regarding goods sold under this Agreement, or the breach, termination, or validity of the Agreement, which is not resolved through arbitration, shall be adjudicated in the courts of the State of California, County of Orange or the United States Federal District Court, Central District. The laws of the State of California, without regard to its conflict-of-laws rules or where the parties are headquartered or domiciled, shall govern the entire Agreement and all provisions contained herein or otherwise contemplated.

14. ATTORNEY'S FEES.
If any action is commenced by either party in a court, or through arbitration, to enforce or interpret the terms and conditions of this Agreement, the party finally prevailing in such proceeding or action (after appeal, if any) shall be entitled to recover from the unsuccessful party reasonable attorney fees, costs, and necessary disbursements, in addition to any other relief to which the prevailing party may be entitled.

15. SEVERABILITY.
In the event that one, or more, of the provisions of this Agreement are found to be unenforceable, the unenforceable provision shall have no effect on the other provisions of this Agreement. The remaining provisions shall continue in force.

16. INTELLECTUAL PROPERTY.
If an order includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

ENTIRE AGREEMENT.
Buyer warrants and represents that Buyer has thoroughly examined and has become familiar with the terms and conditions of this sales Agreement. Buyer's acceptance of some or all of the goods specified in this Agreement shall constitute unequivocal assent by Buyer to be bound by this Agreement. Any order submitted on Buyer's own form containing statements, clauses, or conditions modifying, adding to, repugnant to, or inconsistent with the terms and conditions of sale contained in this Agreement will be accepted by Seller only with the express understanding that the obligations of Buyer and Seller shall be determined solely by this Agreement. Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed an acceptance of those provisions or a waiver of the provisions of this Agreement. No representative of Seller has the authority to orally modify, rescind, or revise any of the terms or conditions of this Agreement, and these terms constitute the entire agreement of the parties with respect to the subject matter of this Agreement. For any waiver or revision of the terms and conditions of this Agreement to be effective, it must be in writing and must be signed by an officer of Seller.