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VI TECHNOLOGY GENERAL SALES CONDITIONS FOR HARDWARE DELIVERED WITHIN THE UNITED STATES

I. RECITALS. VI Technology, Inc., a Texas corporation ("VI Technology"), and the purchaser of VI Technology hardware (the "Purchaser") agree that the following United States General Sales Conditions (the “VI Terms”), shall govern all orders for VI Technology hardware (“Hardware”) with a shipping address within the United States, its possessions and territories. The VI Terms supersede any conflicting terms contained in a purchase order or other document submitted by Purchaser. VI Technology rejects any terms in addition to or in conflict with these terms, unless specifically agreed to the contrary by VI Technology in writing. Prices, Hardware descriptions, sales and promotional materials and other terms appearing in any other VI Technology documents are not binding on VI Technology and are subject to change without notice.

II. ORDERS. PRICES. MODIFICATIONS. All orders, whether made directly or through our representatives, shall obligate VI Technology only when accepted by VI Technology, acting in its sole discretion. Prices for Hardware are in US Dollars, all taxes excluded, FOB VI Technology’s Austin, Texas shipping dock. Modifications or changes to any orders shall not obligate VI Technology until accepted by VI Technology, acting in its sole discretion.

III. PAYMENT TERMS AND CONDITIONS. Standard Payment Terms: Full payment is due upon shipment of Hardware by VI Technology. Full payment for Hardware shall be made by cash, money order, or cashier's check.

Extended Payment Terms: VI Technology, may in its discretion extend payment terms of 30 days from the date of invoice, without discount to Purchasers meeting credit criteria and payment histories acceptable to VI Technology in its sole discretion. Payment shall not be delayed, even in case of dispute. In case of default of payment at due date (1) all outstanding payments shall be immediately and automatically payable without notice, and (2) any current orders, including warranty, will be immediately and automatically suspended, without notice, until VI Technology receives full payment, and (3) all amounts due and payable to VI Technology shall bear interest at a rate of 1.5% per month. Moreover, VI Technology shall be entitled, 15 days after a notice for payment sent by registered mail, to cancel all outstanding orders, and terminate immediately any existing agreement with Purchaser, without prejudice to VI Technology's right to claim for damages. Purchaser shall pay to VI Technology upon demand any charges or costs, including reasonable attorney’s fees, incurred in connection with the collection of any past due amounts.

IV. DELIVERY AND RISK OF LOSS. Delivery of all Hardware shall be FOB VI Technology’s shipping dock in Austin, Texas, even if transportation is organized by VI Technology and invoiced to Purchaser. Transportation is at the entire risk of Purchaser. No delay in delivery or services shall permit cancellation of orders or damages. Purchaser is responsible for all freight charges, applicable duties, and any other necessary fees of shipping. In the event of any noticeable default in conformity, Purchaser shall notify VI Technology in writing within 8 days of the Hardware’s delivery.

V. SECURITY INTEREST IN HARDWARE. Purchaser hereby grants to VI Technology, and VI Technology shall retain a security interest in all Hardware delivered to Purchaser until such time as the Purchaser pays in full all outstanding charges relating thereto. Purchaser specifically authorizes VI Technology to file financing statements evidencing such security interest for and on behalf of Purchaser as deemed reasonable and necessary by VI Technology to perfect such security interest. In the event of a default by Purchaser hereunder, VI Technology will be entitled to utilize any self-help remedies available at law to recover Hardware received by Purchaser and not paid for when due.

VI. WARRANTIES.
(a) Purchaser hereby represents and warrants to VI Technology that Purchaser is solvent and can and will pay for all Hardware ordered when due on the terms set forth herein.
(b) VI Technology warrants to Purchaser that provided the Hardware has been paid for in full, is used and maintained in accordance with VI Technology’s specifications, and is not modified, altered or damaged by Purchaser or an unauthorized third party, the Hardware sold under this Agreement (other than consumables and spare parts) will, under normal use and service, be free from hardware defects and faulty workmanship for the duration of the Warranty Period as defined below. With respect to defects in the Hardware, VI Technology’s obligation and Purchaser’s exclusive remedy under this warranty are limited to the replacement or repair of the defective component or Hardware, shipped by Purchaser at Purchaser’s expense to VI Technology’s facility. Hardware repaired or replaced during the Warranty Period will be warranted in accordance with this warranty for 30 calendar days from the date the repair is effected or the replacement is shipped, or the remainder of the warranty period, whichever is greater. Such replacement Hardware may be new or reconditioned to perform like new, at VI Technology’s option. Purchaser will obtain, prior to returning any items under this warranty, written authorization, in the form of a Return Materials Authorization (RMA) letter, from VI Technology. Purchaser will bear the risk of loss and damage and all transportation costs for defective Hardware shipped to VI Technology; and VI Technology will bear the risk of loss and damage and all transportation costs for replacement Hardware shipped to Purchaser if such shipment is in the continental United States, otherwise Purchaser will bear the risk of loss and damage and all transportation costs for such shipment. Any and all claims for breach of warranty will be deemed waived unless made within the Warranty Period, which will be for the period of 6 months from the date of delivery. This warranty will not apply (i) to spare parts or consumables, (ii) if the Hardware’s failure is caused, in whole or in part, by abuse, misuse, misapplication, or improper calibration of the Hardware by the Purchaser, or (iii) if the Hardware's failure is caused, in whole or in part, by the host system or any system, hardware or software, to which the product is connected or by use of spare parts and consumables not approved by VI Technology. Any third party hardware supplied by VI Technology shall be warranted by the original equipment manufacturer and not by VI Technology.
(c) VI Technology shall defend or settle, at its option, any action against Purchaser to the extent arising from a claim that the Hardware under this Agreement, standing alone without modification or use in combination or conjunction with any third party software, hardware, or apparatus, infringes any U.S. patent, trademark, copyright or any other intellectual property right of a third party; provided that VI Technology has the right to control such defense or settlement and Purchaser gives VI Technology written notice of any such claim within 10 days after Purchaser's notice thereof and Purchaser provides reasonable assistance in its defense. In the event of such a claim of infringement, VI Technology, at its option, may (i) provide Purchaser with substitute Hardware reasonably satisfactory to Purchaser, (ii) procure the right to use the infringing Hardware on the Purchaser's behalf, or (iii) reclaim the infringing Hardware and refund any applicable payments that have been made by the Purchaser. VI TECHNOLOGY MAKES NO REPRESENTATION OF NON-INFRINGEMENT CONCERNING ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OUTSIDE THE UNITED STATES.

VII. NO IMPLIED OR OTHER WARRANTIES. THE FOREGOING WARRANTIES STATED ABOVE CONSTITUTE THE SOLE WARRANTIES GRANTED BY VI TECHNOLOGY WITH RESPECT TO THE HARDWARE AND ARE EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER OBLIGATION ON THE PART OF VI TECHNOLOGY IN THIS REGARD, AND SHALL CONSTITUTE PURCHASER'S SOLE RIGHT AND REMEDY WITH RESPECT TO THE DEFECTIVE HARDWARE.

VIII. LIMITATION OF LIABILITY. VI Technology will not be liable for any damages relating to any event or claim arising under or in connection with this Agreement, from any cause whatsoever, and regardless of the form of action, whether in contract or in tort (including negligence and breach of warranty) that, in the aggregate, exceeds the amount paid by Purchaser for the Hardware giving rise to or which is the cause of such event or claim. IN NO EVENT WILL VI TECHNOLOGY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OR INTERRUPTIONS OF BUSINESS, WHETHER SUCH LIABILITIES ARE PREDICATED ON CONTRACT, STRICT LIABILITY OR OTHER THEORY. Any claim under this Agreement must be brought within 1 year of the acts or omissions giving rise to such claim.

IX. INTELLECTUAL PROPERTY RIGHTS. Sales of Hardware shall not grant any transfer of industrial or intellectual property rights to Purchaser. All such intellectual property rights shall remain with VI Technology or its suppliers, where applicable. To the extent any Hardware includes software or firmware, or any modifications, customizations or enhancements thereto, VI Technology shall grant to Purchaser a non-exclusive license to use such software, firmware, or modifications, customizations or enhancements integral to the Hardware only in conjunction with Purchaser’s use of the Hardware. Any such license grant shall be governed by VI Technology's End User License Agreement (EULA). Purchaser will not copy, reproduce, modify, reverse engineer, disassemble, reverse translate or in any manner decode the object code of any software or firmware. The software and/or firmware, and all such modifications, customizations or enhancements, are the exclusive property of VI Technology or its suppliers.

X. DISCLAIMERS. Hardware sold by VI Technology is not fault tolerant and is not designed for use in online control equipment in hazardous environments requiring fail-safe communications, air traffic control, weapons systems, life support or nuclear applications. Purchasers using or selling Hardware for use in these applications do so at their own risk, agree that VI Technology and manufacturers of integrated products are not liable, in whole or in part, for any claim or damage arising from such use, and agree to fully indemnify, defend and hold harmless VI Technology and the manufacturers of any integrated products from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with the use or performance of Hardware in these applications.

XI. RETURN POLICY. Purchaser may return unwanted Hardware within15 days of the delivery date. Purchaser shall pay VI Technology a twenty percent (20%) restocking charge on all unwanted Hardware returned to VI Technology. In addition to this restocking charge, Purchaser agrees to reimburse VI Technology for any amounts that VI Technology must pay to its supplier(s) in connection with the return of the unwanted Hardware. A RMA must be obtained from VI Technology prior to any returns being accepted by VI Technology. Any unwanted Hardware that is returned to VI Technology must be in its original unused condition, have all of its packing materials, documentation, software and any other parts and accessories that may have been supplied with the Hardware. Prior to accepting returned Hardware, VI Technology reserves the right to inspect all items to ensure they meet with the above conditions.

XII. CONFIDENTIALITY. All information, oral or written, communicated by VI Technology in connection with this transaction will remain the property of VI Technology and be received by Purchaser in strict confidence, used only for purposes of this transaction, and no such information may be disclosed by Purchaser, its agents or employees, without the prior written consent of VI Technology. Such confidential information includes, without limitation, these VI Terms, pricing and various other charges hereunder.

XIII. GOVERNING LAW. These VI Terms will be construed and enforced in accordance with the laws of the State of Texas (without regard to its choice of law rules). Each party irrevocably submits to the jurisdiction of the state and Federal courts in and for Travis County, Texas in the event of a dispute arising out of or relating to these VI Terms.

XIV. GENERAL. These VI Terms constitute the entire agreement of the parties and supersede all previous oral or written understandings and agreements with respect to the subject matter hereof. These VI Terms may be amended only by a written amendment signed by the authorized representatives of both parties. No waiver will be effective unless in writing signed by an authorized representative of a party. These VI Terms will be deemed severable, and the invalidity or unenforceability of any one or more of such provisions will not affect the validity or enforceability of any of the other provisions. VI Technology will not be liable for failure to perform its obligations under these terms where such failure results from acts of God, fires, storms, interruptions in communication services or power sources, or any other event beyond its reasonable control. These VI Terms are for the exclusive benefit of VI Technology and Purchaser, and will not be deemed to be for the benefit of any third party. Any different or inconsistent terms found on Purchaser’s purchase order or other documents will be deemed null and void.

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