TERMS AND CONDITIONS OF SALE OF GOODS

1. Company shall mean and refer to Advanced Tracking Technologies, Inc., a Texas Corporation.
2. The enclosed Goods are subject to the License Agreements contained in the packaged Goods. If Customer objects to the terms and conditions of the License Agreements, the Goods may be returned as hereinafter set out. Goods that have been opened or used may not be returned except as provided below.
3. By signing an invoice or an open account, supply or other agreement with Company; asking for a Quote; placing an Order; accepting delivery of Goods and/or paying Company for Goods, Customer shall be bound by these Standard Terms and Conditions.
4. Any terms or conditions of sale proposed by Customer, whether in Customer’s purchase order or otherwise, that are inconsistent with the Standard Terms and Conditions shall not be binding upon Company, whether or not Company accepts a purchase Order or ships Goods.
5. An Order by Customer is not binding until accepted by Company at its home office. After Company accepts an Order, Customer may not cancel or modify the Order in whole or in part without Company’s prior written consent, which Company may condition upon an adjustment of prices and/or other terms and Customer’s reimbursement of Company’s costs, damages and/or a handling charge in connection with the Order. A fee of 15% of the purchase price will be charged for all orders cancelled prior to shipment.
6. Customer shall pay Company the standard price for Goods published by Company on the date Company accepts Customer’s Order or any other price expressly Quoted by Company to Customer.
7. A Quote is valid only for an individual Order and for thirty (30) days unless another time period specified in the Quote.
8. Pricing includes Company’s standard packaging, labels and raw material and production costs; it does not include the following, which Customer shall pay (Company may prepay the following charges and add them to the invoice price for reimbursement by Customer): federal, state and local sales, use, excise and other taxes; customs duties; freight; special packaging; and any insurance desired by Customer.
9. If Customer is exempt from an applicable tax or duty, then Customer must provide Company with a valid exemption certificate before shipment of Goods.
10. Company shall ship Goods to Customer F.O.B. place of shipment, with packaging and carriers as designated by Company, unless otherwise specified in an accepted Order. Company’s title to Goods passes to Customer upon delivering the Goods to the carrier for shipment, with the carrier acting as Customer’s agent. Customer assumes the risk of loss for Goods during transit and shall be responsible for obtaining insurance, if desired. Any shipping or delivery dates indicated by Customer or Company are estimates only, and Company shall have no liability to Customer for failure to complete or deliver an Order by the date indicated or for any of Customer’s consequential or incidental damages arising from a delay. In its sole discretion, Company may ship an Order in partial installments, in which case Company may invoice Customer for each separate installment. If Goods are damaged in transit, then the responsibility to file and prosecute damage claims with the carrier shall lie with Customer, if the Goods are sent freight collect, or with Company, if Company prepays freight charges and adds them to an invoice. In the latter case, Company will not consider any claim for Goods damaged in transit unless Customer provides Company with the following information in writing promptly (but in no event later than 10 days) after Customer receives the Goods: evidence of shipment signed by Customer and indicating the damage; and details regarding the shipment, including date of purchase, invoice number and any return authorization number (obtained from Company’s customer services department). Except for defective Goods, Customer may not return Unopened Goods to Company without Company's prior written consent. If a return is authorized, then Customer shall return the Goods as set out in the RMA Terms and Conditions. All returned Goods require a Return of Merchandise Authorization and shall be shipped C.I.F. (Cost, Insurance and Freight) point of destination. Customer shall pay Company a restocking fee of 25% of the sales price on returned Unopened Goods. The procedure for and terms and conditions of Return of Merchandise Authorization for Unopened Goods and for Diagnostic Services are contained in the RMA Terms and Conditions.
11. Company warrants that the diskettes and/or CD provided will be free from defects in materials and workmanship under normal use and service for a period of 90 days from the execution date. This limited Warranty is void if failure of the Goods or software has resulted from accident, abuse, or misapplication. Replacement Goods and software will be warranted for the remainder of the original warranty period. Company’s sole responsibility and Customer’s exclusive remedy in the event of any material nonconformity, Company may, at its option, make a reasonable effort to repair or replace the diskettes and/or CD so it is conforming. Any claim based on the foregoing warranty must be submitted in writing to Company within 30 days of the first occurrence of the claim. Such warranty shall not apply to a diskettes and/or CD that have been damaged, abused, modified or altered by anyone other than Company. No oral or written information or advice given by Company or Company’s representative shall create a warranty or in any way increase the scope of this warranty.
12. ADDITIONAL EXPRESS LIMITATIONS ON WARRANTIES ARE SET OUT IN THE LICENSE THAT ACCOMPANIES THE GOODS AND ARE AVAILABLE UPON REQUEST FROM COMPANY PRIOR TO ANY PURCHASE OR ORDER. ATTI® EXPRESSLY REJECTS ANY TERMS OR CONDITIONS, WHETHER ADDITIONAL, SUPPLEMENTAL OR CONTRADICTORY, THAT MAY BE CONTAINED IN ANY PURCHASE ORDER FROM CUSTOMER.
13. No course of prior or current dealings between the parties and no usage of trade shall be relevant to supplement or explain any of these Terms and Conditions of Sale.
14. If Company becomes liable to Customer under this Agreement for any reason, the total liability of Company (including its subcontractors and suppliers) for all claims, whether in contract, tort (including negligence, willful misconduct and product liability), or otherwise, arising out of, connected with, or resulting from the manufacture, delivery, repair, replacement, maintenance, training, or use of any Goods item of software shall not exceed $75.00.
15. Customer acknowledges and agrees that the Goods include software that is protected under United States law; including but not limited to patent, trademark, copyright and trade secret laws 2) Customer acknowledges and agrees that the software is proprietary to Company, and that all right, title and interest in and to the software, including associated intellectual property rights, are and shall remain with Company subject to the rights granted Customer under the terms of the license enclosed with the Goods.
16. If Customer exports the Goods outside the United States of America, Customer agrees to comply with all relevant laws and regulations, including but not limited to those, of the United States Department of Commerce and with the United States Export Administration Act to insure that the Goods and software are not exported in violation of United States law.
17. Company shall not be liable to Customer for any breach or delay due to events beyond Company’s reasonable control, including, but not limited to, acts of God; civil disturbances; weather related disruptions, labor shortages or disputes; the unavailability of materials; or failures or delays in energy or transportation.
18. Photocopies and facsimile transmissions of documents and Quotes shall be effective as originals.
19. The venue for any action or proceeding to enforce any invoice or these Terms shall be in Fort Bend County, Texas. Customer submits to the jurisdiction of such court.
20. Texas law shall be applied to any and all disputes arising out of or as a consequence of the Quote.
21. The Quote and the Standard Terms and Conditions represent the complete and final expression of Customer and Company in the sale of Goods and super-cedes all prior oral or written discussions, representations and agreements of the parties.
22. No employee, agent or representative of Company has authority to modify the Standard Terms and Conditions or to make any representation or warranty concerning the Goods.
23. These Standard Terms and Conditions shall be severable and if one or more provisions should be declared invalid, the remaining provisions shall remain in full force and effect.

Rev:120506