TERMS OF SALE

SCOPE.

These terms of sale ("Terms of Sale"), apply to all quotations and sales of products and services ("Products") by SOS Systems, LLC and its affiliates ("SOS").

SHIPMENT.

All orders for Products ("Orders") will be shipped FOB at the shipping point indicated on the invoice using a carrier approved by SOS. Unless otherwise indicated on the Order or invoice, the shipping cost will be prepaid by SOS and added to the amount of the invoice. Unless otherwise agreed by SOS in writing, title to and risk of loss of the Products shall pass to Customer upon delivery of Products to a carrier at SOS's facility notwithstanding any agreement to pay freight or insurance charges.

ACCEPTANCE.

Customer's placement of an Order shall manifest Customer's assent to these Terms of Sale. Additionally, no addition to or modification of these Terms of Sale will be effective unless set forth in writing and accepted in writing by SOS. If this writing differs in any way from the terms of sale of a Customer's Order or if this writing is construed as an acceptance or as a confirmation acting as an acceptance, then SOS's acceptance is EXPRESSLY MADE CONDITIONAL ON CUSTOMER'S ASSENT TO ANY TERMS OF SALE CONTAINED HEREIN THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE CONTAINED IN CUSTOMER'S WRITING. Further, this writing shall be deemed notice of objection to such terms of sale of Customer. If this writing is construed as an offer, acceptance hereof is EXPRESSLY LIMITED TO THE TERMS OF SALE CONTAINED HEREIN.

PAYMENT TERMS.

All payments subject to this Terms of Sale are due net 30 days from date of invoice, unless otherwise specified in the invoice. Customer's failure to make payment when due will be a material breach of these Terms of Sale. All invoices not paid when due will be bear interest at the lesser of (i) the maximum interest rate permitted by law and (ii) 1.5% per month until paid in full. Payments for all export shipments will be made by prepaid electronic wire transmission or credit card. Customer shall have no right to withhold or offset any amount due SOS because of any claim by Customer against SOS pursuant to the Order or any other order or agreement.

CREDIT; COLLECTION.

SOS shall have the sole right of credit approval or credit refusal for its Customers in all cases. If in SOS's judgment, Customer's financial position does not justify the terms of payment specified, SOS may require full or partial payment prior to shipment of the Products. If Customer defaults in any payment obligations, SOS, at its option, may defer further shipment of Products to Customer until Customer re-establishes satisfactory credit, or SOS may cancel the unshipped portion of the Order without any liability on the part of SOS for failure to ship. Customer agrees to furnish SOS with all requested credit information. Customer agrees to pay reasonable attorney fees to SOS for collection of nonpayment of any invoices.

TAXES.

Federal, state, or local taxes, including without limitation sales and/or use taxes, VAT taxes, GST taxes, transfer taxes or any similar tax are not included in the quoted price for the Products, will be separately set forth in the invoice and will be paid by Customer.

CANCELLATION.

A Customer may not cancel an order without the express written consent of SOS. In the event that SOS provides express written consent for a Customer to cancel an Order, the cancelled Order will be subject to cancellation charges, which will include all expenses incurred by SOS and lost profits and other consequential damages on the cancelled Order.

WARRANTY.

SOS warrants that all Products manufactured by SOS shall be free from defects in material and workmanship for a period of thirty (30) days from the date of shipment ("Warranty Period"). Products which are not manufactured by SOS shall carry only the warranty offered by the original manufacturer, to the extent such warranty may be transferred to Customer, and no warranty by SOS. Customer's sole and exclusive remedy for any liability of SOS of any kind, including (a) warranty whether contained in these Terms of of Sale, or in any terms additional or supplemental hereto agreed to by the parties, (b) contract, (c) negligence, (d) tort, or (e) otherwise, is limited to the repair or replacement by SOS of those Products which an examination by SOS reveals to be in breach of warranty during the Warranty Period, or, at SOS's option, to refund to Customer the money paid to SOS by Customer for such Products. SOS will have no obligation to remedy defects unless, within the Warranty Period, Customer gives SOS written notice of its claim. In no event shall SOS incur any obligation to repair or replace Products that are determined by SOS to be defective due to Customer misuse, or due to use not in accordance with applicable labeling. EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, SOS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PRODUCTS, WHETHER ORAL, WRITTEN, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PRODUCTS MAY NOT BE RETURNED WITHOUT RECEIVING A RETURN AUTHORIZATION FROM SOS WHICH WILL ONLY BE ISSUED IF SOS DETERMINES THE PRODUCTS BREACH THE WARRANTY SET FORTH ABOVE.

DELIVERIES.

SOS will use reasonable efforts to fill an Order in accordance with the estimated shipping date, but will not be responsible for any delays in filling this Order nor liable for any losses, costs, damages, expenses or liabilities resulting from such delays, and this Order will not be subject to cancellation for such delays. SOS reserves the right to make either early shipment or partial shipments and to invoice Customer accordingly.

EXCUSABLE DELAYS.

SOS shall not be liable for loss, damages, detention, or delays resulting from causes beyond its reasonable control including but not limited to strikes, restrictions of the United States Government or other governments having jurisdiction, epidemics, pandemics, delays in transportation, inability to obtain necessary labor, materials, or manufacturing facilities, fires, floods, or other natural disasters.

INDEMNIFICATION.

Customer will indemnify, defend and hold SOS harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees), regardless of the theory of liability, incurred by or threatened against SOS in connection with any modifications to the Products by Customer, the incorporation of Products into any product, the extension of any warranties beyond those provided herein, or any other acts or omissions of Customer related to the sale or distribution of the Products.

LIMITATION OF LIABILITY. SOS WILL NOT BE LIABLE FOR ANY LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE OF THE PRODUCTS OR LOSS OF GOODWILL. IN NO CASE WILL SOS'S LIABILITY EXCEED THE AMOUNT PAID TO SOS BY CUSTOMER FOR THE SPECIFIC PRODUCTS GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY IN THESE Terms of Sale WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

EXPORT SALES.

SOS will not export or deliver any products, technical information, data, and/or equipment outside of the United States of America, if such export or delivery is then prohibited or restricted by any law or regulation of the federal government of the United States of America. Customer will comply with all applicable export and re-export control laws and regulations, including without limitation, the Export Administration Regulations (15 C.F.R. Parts 730, et seq.) maintained by the U.S. Department of Commerce and the Office of Foreign Assets Control Regulations (31 C.F.R. Chapter V) of the U.S. Treasury Department. Specifically, Customer will not, directly or indirectly, sell, export, re-export, transfer, provide, divert, loan, lease, consign, or otherwise dispose of goods, services, software, source code, or technology received in connection with this Order to any person, entity, or destination prohibited by the laws or regulations of the federal government of the United States of America, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

GOVERNING LAW.

All matters involving the validity, interpretation, and application of these Terms of Sale of Sale will be controlled by the laws of the State of Texas, United States of America. The parties disclaim any applicability of the U.N. Convention on the International Sale of Goods to the Order. All suits, actions, or other proceedings arising out of or relating to the Order or the subject matter thereof shall be brought only in Ector County, Texas. Customer hereby consents to the jurisdiction of the state and Federal courts sitting in Ector County, Texas, or such other venue selected by SOS, and agrees to appear in any such action upon written notice thereof.

TERMINATION.

SOS may terminate an Order immediately by written notice to Customer without liability or further obligation hereunder if Customer breaches any provision, term or condition of the Order or these Terms of Sale.

MISCELLANEOUS.

The headings used throughout are for convenience only and will be disregarded for the purpose of construing and enforcing these Terms of Sale. Failure of SOS to enforce any of the terms, conditions and limitations contained in these Terms of Sale shall not be construed as a waiver thereof or a waiver of any other terms, conditions or limitations herein, and the failure of SOS to exercise any rights arising from default of Customer or otherwise shall not be deemed to be a waiver of such right or any other right.