Terms and Conditions of Sale Statement

1. ACCEPTANCE OF PURCHASE ORDER

   Purchase Order by Buyer of NSI goods or services is subject to the terms as offered and the Conditions attached herein. The Purchase Order is not fully accepted until and when confirmed by the Seller, and as noted in the Confirmation. Any terms not stated therein but previously quoted shall be considered accepted. Acceptance of product orders with an ultimate destination outside the is subject to Seller obtaining U.S. Government export approval.

2. ASSIGNMENT

Buyer shall not assign this Purchase Order or any interest therein, or delegate any duties thereunder, without Seller's prior written consent, which shall not be unreasonably withheld. Any nonconsentual assignment shall be void.

3. BUYER FURNISHED PROPERTY

Seller shall take all precaution in handling Buyer furnished property. Seller is not responsible for damage caused by third parties or Acts of God. Seller will properly identify Buyer furnished property and segregate the property from its core inventory, and maintain its control through internal records.

4. CHANGES

Seller will consider changes to this Purchase Order by written notification of Buyer's authorized agent. If such change results in delay or an increase or decrease in cost to Seller, Seller will notify Buyer and negotiate an adjustment to this Purchase Order. If cost change is significant, progress on work may be put on hold at the discretion of the Seller until complete authorization is received from Buyer to proceed based on increased cost, if any.

5. DELIVERY

Seller will make every effort to meet its offered delivery schedule. Buyer also recognizes that timely delivery is sometimes outside control of Seller and as such the Seller cannot be held accountable for any damages Buyer might incur due to late delivery. Seller will keep Buyer informed of any potential schedule changes.

6. SHIPMENT

   1. All goods are shipped FCA Origin-seller. Buyer is responsible for all shipping and import costs. Seller's Offer and this Purchase Order do not include shipping costs. Insurance is at the request of the Buyer, and borne at his expense.
   2. Systems may not be re-exported, transferred, nor re-sold without prior written approval from NSI.
   3. All shipments and delivery times are subject to the Seller obtaining U.S. Government export approval. The seller will not be held liable for penalties, fees, additional costs, or damages related to delays caused as a result of export and/or import approval.

7. PAYMENT

1. Domestic invoices are to be paid by Buyer within thirty (30) days after receipt and acceptance of supplies or completion and final acceptance of services or as noted on Purchase Order. NSI will not discount for early payment. Late payment fees are assessed at 1.5% per month.
2. International invoices are to be paid by an Irrevocable Documentary Letter of Credit secured at time of the Purchase Order, unless prior written arrangements have been agreed upon.

8. TAXES

1. Prices included in Seller's Offer are exclusive of any taxes. Thus, Buyer's Purchase Order is exclusive of any taxes, fees, excises, and/or charges which are now or may hereafter be imposed with respect to the manufacture and sale of such items, any services to be rendered by Seller hereunder, or this Purchase Order itself. In addition, Seller will separately state on its invoice the amount of California Sales and Use Tax applicable to the sales of the items covered by this Purchase Order.
2. Buyer shall provide any tax exemption number, if applicable, to remove itself of applicable taxes. Any Reseller of Seller's goods or services to export outside the United States shall identify in this Purchase Order the End-user, country, and contact.

9. TERMINATION FOR CONVENIENCE

Buyer may cancel the contract at his convenience and may be assessed a cancellation fee not less than 20% plus costs incurred to-date.

10. WARRANTY

1. NSI hardware products are warranted against defects in materials and workmanship for a period of two years. If NSI receives notice of such defects during the warranty period, NSI shall, at its option, either repair or replace hardware products which prove to be defective.
2. The warranty period begins either on the date of shipment or, where the purchase price includes installation by NSI, on the date of installation. If Buyer schedules or delays installation more than thirty (30) days after shipment, the warranty period begins on the thirty-first (31st) day from the date of shipment.
3. For product warranties requiring return to NSI, products must be returned to a service facility designated by NSI. Buyer shall prepay shipping charges (and shall pay all duties and taxes) for products returned to NSI for warranty service. NSI shall pay for return of products to Buyer. NSI will warrant repaired products for the remainder of the active warranty period or 90 days, whichever is longer.
4. Limitation of Warranty : The foregoing warranty shall not apply to defects resulting from :
• Improper or inadequate maintenance by Buyer;
• Buyer-supplied software or interfacing;
• Unauthorized modification or misuse;
• Operation outside of the environmental specifications of the product; or
• Improper site preparation and maintenance.
5. RF cables are not covered under the Warranty.
6. The warranty set forth above is exclusive and no other warranty, whether written or oral, is expressed or implied. NSI specifically disclaims the implied warranties of merchantability and fitness for a particular purpose.

11. PROTECTING INTELLECTUAL PROPERTY MATERIALS

1. Any Intellectual Property that Seller may disclose or supply to Buyer with respect to the design, development, manufacture, or sale of the items, covered under the Purchase Order shall be deemed to have been disclosed in confidence as part of the Purchase Order. Buyer is not authorized to release any said design, development, or manufacture to any third party without Seller's prior written authorization.
2. All intellectual property supplied by Buyer shall remain Buyer's property and shall be held in confidence by Seller. Seller agrees not to reproduce, use or disclose such materials to others outside that required to fulfill the Purchase Order through any subcontractor(s), or its employees. The Buyer must identify to the Seller in writing all intellectual property that is to be protected.

12. SOFTWARE LICENSE AGREEMENT

Seller licenses the right to use its software product to the Buyer under the Purchase Order if included in the Purchase Order. Buyer does not retain the right to copy, download, transfer, or otherwise share said software product without obtaining license rights from the Seller for additional User usage. See NSI Software License Agreement at http://www.nearfield.com/aboutus/SLA.aspx

13. GOVERNING LAW AND COMPLIANCE WITH LAWS

This Purchase Order shall be construed and interpreted solely in accordance with the laws of the state of California, excluding its conflicts of law provisions, and in accordance with applicable federal laws and regulations.