Sales Terms and Conditions

Thank you for visiting the Website offered by JASCO, Incorporated (“JASCO”, “we”, “us”, “our”). Use of this Website is subject to the Terms and Conditions of Website Use accessible on this Website (collectively, the “Terms”). Defined terms bearing initial capital letters not otherwise defined in the following Sales Terms and Conditions (“Sales Terms”) may have the meaning given to such defined terms in the Terms. Use by you (“Customer”, “you” or “your”) of this Website constitutes your agreement to be subject to the Terms and the Sale Terms with respect to any sale to you by JASCO of its products as provided on the Website. The Website is published to provide information about JASCO and its products and services and to facilitate the purchase of certain products (collectively, “Products”) offered for sale by JASCO from time to time through the Website. If you have any questions about the Sale Terms please contact us using the contact information provided on the Website.

JASCO’S Sales Terms are set out below. Our Website also includes separate sections for our Shipping Policy, our Privacy Policy and our Returns and Refund Policy.

DEFINITIONS

“Agent” or “Representative” – an employee or other person or entity authorized to take action behalf of Company.

“Company” – JASCO Incorporated.

“Contract” – the official agreement formed between the Company and the Customer through the Company’s acceptance of the Customer’s Order either in a separate written agreement between Company and Customer or Company’s acceptance of an Order for sale of Products through this Website subject to the Terms and the Sales Terms and the other policies provided by Company on the Website.

“Customer” – a person or entity entering into a Contract with JASCO Incorporated for the purpose of purchasing Products or services from the Company.

FORMATION OF CONTRACT

(a) No Order in pursuance of any quotation shall be binding on the Company unless and until such Order is accepted by the Company in writing.

(b)The Contract shall be subject to the terms and conditions contained herein by reference. No Representative or Agent of the Company may bind the Company to any terms outside the Contract or make any representations inconsistent with such terms and conditions unless presented in writing and approved under delegated authority by the Company. Confirmation of persons holding the requisite authority for the Company is available upon request.

(c) Unless otherwise agreed in writing by the Company, these Sales Terms, the Terms, the Privacy Policy, the Shipping Policy and the Returns and Refund Policy, all available on the Website, shall override any terms and conditions stipulated by the Customer in reference to an Order or other pre-contract negotiations.

(d) Any description contained in the Company’s catalogs, price lists or other promotional material is intended to present an accurate image of the Company’s Products or services. Catalogs, price lists or other promotional material, however, is not part of the Contract.

(e) The Company reserves the right to correct any clerical or typographical errors included in the Contract at such time as the error is discovered by the Company. Sales Terms, Terms, the Privacy Policy, the Shipping Policy and the Returns and Refund Policy are all subject to revision from time to time by the Company without notice. The Customer is encouraged to review these materials from time to time.

(f) By accepting delivery of the Products supplied, Customer agrees to be bound by and accepts these Sale Terms and the Terms and the other applicable policies set forth on the Website unless Customer and Company enter into a separate written agreement signed by both parties. Any additional or different terms and conditions contained in any purchase order or other document provided by Customer are null and void. The terms and conditions contained herein and on Company’s Website encompass the entire understanding of the parties with respect to the subject matter hereof.

SAFETY INFORMATION AND USE

(a) Upon written request, the Company will use reasonable efforts to communicate to all relevant personnel designated by the Customer all information pertaining to the safe use and handling of the Products included in the Contract.

(b) If the Products are used for purposes which have not been made known to the Company and approved by the Company in writing, are used in a manner other than is authorized by the Company or the manufacturer, or are used in hazardous areas (unless approved by the Company in advance), the performance and safety of the Products may be adversely affected and the Customer, in such event, agrees to indemnify the Company against any claims, costs, damages or expenses arising from such unauthorized use, including (without prejudice to the generality of the foregoing) any infringement of any intellectual property rights arising therefrom.

PRICES AND QUOTATIONS

(a) Subject to any written agreement to the contrary, the Company’s quotations are valid for 30 days from the date of issue (errors and omissions excepted). All prices are are subject to adjustment on account of specifications, quantities, raw materials, costs of production, shipping arrangements or other terms not part of Company’s original price quotation.

(b) If, upon the Customer’s request, Products and services provided under in connection with an Order are revised, the Company shall amend the quotation to reflect the revised Products and services and related pricing thereof.

(c) Pricing reflected on the Website does not include freight charges, sales or other applicable tax, or duties or other government charges related to the delivery of Products and services to the Customer and shall be reflected in Customer’s Order upon acceptance of the Order by the Company. Customer is responsible for these charges as part of the terms of the Contract and shall be invoiced for such by the Company and/or Approved Shipper upon the delivery of the Products and services to the Customer. If Customer claims any exemption, Buyer must provide evidence of exemption satisfactory to the Company.

(d) If the Customer requires special packaging for Products, the Company reserves the right to pass additional charges associated with such packaging to the Customer without further notice.

DELIVERY

The Company will deliver the Products by the means most convenient to the Company through Approved Shippers and to the address or addresses designated by the Customer. In the event that the Customer fails to specify a delivery address, the Company may deliver the Products to any address in North, South, or Central America at which the Customer maintains offices or performs business activities. Company reserves the right to stop delivery if payments due to Company are not timely made or if Customer otherwise breaches its obligations under the Contract.

RISK

(a) Suitable unloading and storage of Products after delivery shall be the Customer’s responsibility. Customer shall not open packages of Products slated for Company installation. Improper unpacking of goods by the Customer may nullify the manufacturer’s warranty should any damage to the Products occur.

(b) Subject to any agreement in writing by the Company, the risk of loss to Products sold by the Company shall pass to the Customer upon the date of delivery by the Company to an Approved Shipper.

CONFIDENTIALITY

In the course of performing services, Company may be privy to confidential or proprietary information maintained, used, or created by Customer (“Confidential Information”). To the extent Confidential Information constitutes personally identifiable confidential information the Company’s obligations related thereto are subject to the Company’s Privacy Policy. Company agrees to keep all Confidential Information in confidence in the same manner as Company maintains its own proprietary information and in accordance with reasonable practices in the industry. Company may disclose Confidential Information in compliance with court or governmental order. Company shall use the Confidential Information only to carry out its proper functions in connection with the sale of Products and services to Customer and shall not disclose the Confidential Information to any other individuals or entities. Confidential Information does not include information: (a) that was in the possession of Company without obligation of confidentiality prior to its receipt of Confidential Information received in connection with the Contract; (b) lawfully obtained by Company without restriction from a third party; or (c) publicly available other than through the fault or negligence of Company.

PAYMENT

(a) Unless otherwise specified in writing by the Company, payment for Products or services or any installment thereof shall be made by the Customer at the net invoice price no later than thirty (30) calendar days after the invoice date.

(b) Unless otherwise agreed in writing, the Company shall invoice the Customer for Products or services, or any installment thereof, upon shipment of the Products, upon notification to the Customer that the Products are ready for collection, or upon completion of the services, or any installment thereof.

(c) Without prejudice to subclauses (a) and (b) in this section, if the Contract provides for stage payments, the Company shall be entitled to payment at such intervals as specified in the Contract.

(d) In the event the Company agrees to accept payment by installment, any delay of contractual payment by the Customer shall, without prejudice to any other right forthwith, immediately entitle the Company to accelerate all amounts due to the Company in connection with an Order.

(e) Where the Company has agreed that (a) the price is payable in a currency other than US Dollars or (b) that payment will be in the form of a bank wire or other electronic payment, all banking fees and similar charges connected to the payment shall be borne by the Customer.

(f) A late fee will be charged on all past due balances at the greater of $25 per month or one percent (1%) per month, beginning on the first day after the payment due date.

(g) The Customer agrees to pay the Company legal fees and other costs incurred by the Company in connection with enforcement of the terms and conditions specified in the Contract.

DEFERMENT OR CANCELLATION

(a) If the Customer fails to make any payment when it becomes due, or if there shall be any breach by the Customer of any of the Sale Terms or Terms of the Contract as referenced herein, the Company may defer or cancel any further deliveries of Products or services provided.

(b) Cancellation of the Contract by the Customer must be in writing and will be accepted at the discretion of the Company.

(c) Return of Products are governed by the Company’s Returns and Refund Policy as set forth on the Website.

(d) No failure by the Company to enforce strict compliance by the Customer with the provisions of the Contract including the Returns and Refunds Policy shall constitute a waiver thereof and no termination of the Contract shall prejudice, limit, or extinguish the Company’s rights under this paragraph.

DAMAGE, SHORTAGE OR LOSS

No claim for damage in transit, shortage of delivery, or loss of Products will be accepted unless the Customer provides written notice of such damage, shortage or loss (including reasonable particulars thereof) within three (3) business days of receipt of the Products. For goods requiring installation by the Company, the Customer shall contact the Company within three (3) business days of receipt to inform the Company of any damaged Products. Return of Products are subject to the Company’s Returns and Refund Policy set forth on the Website. Refer to the section entitled “Risk” below for further information on unpacking Products. The Customer’s remedy in the event of the receipt of damaged or defective Products are subject to the Company’s Returns and Refund Policy set forth on the Website.

LIMITATION OF LIABILITY

a) UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OR ANY REMEDY SET FORTH HEREIN, WILL COMPANY BE LIABLE FOR (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS REVENUES OR SAVINGS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE IN EACH CASE WHETHER A CLAIM FOR SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY, (B) ANY CLAIMS DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD-PARTY, (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY COMPANY BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES, OR (D) ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE.

(b) Unless otherwise provided in these Sales Terms, the Terms or other policies promulgated by the Company, the Company’s liability with respect to any defect or failure of goods supplied, or default in services provided is limited to repairing or paying for the repair or replacement of Products if a claim therefor is asserted within twelve (12) months of acceptance by the Customer are found to be defective by Company by reason of faulty or incorrect parts or materials or default in any services which the Company has failed properly to perform in accordance with the Contract. In no event shall Company have any obligation to make repairs, replacements or corrections as the result of: (i) normal wear and tear; (ii) accident; disaster or event of force majeure; (iii) misuse, fault or negligence of or by the Customer; (iv) use of the Products in a manner for which they were not designed; (v) causes external to the Products such has power surges or power failures; (vi) improper storage and handling; or (vii) use of the Products in combination with products not supplied by the Company. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH THE PRODUCTS PERFORMED BY ANY OTHER PERSON OR ENTITY OTHER THAN COMPANY OR ITS AGENTS WITHOUT COMPANY’S PRIOR AUTHORIZATION OR USE OF REPLACEMENT PARTS NOT SUPPLIED BY COMPANY SHALL IMMEDIATELY VOID AND CANCEL ANY OBLIGATION OF COMPANY IN REGARDS TO REPAIR OR REPLACEMENT OF PRODUCTS SOLD TO CUSTOMER. Customer acknowledges that no Employee, Agent or Representative of the Company is authorized to make any representation or warranty that is not contained in these Sales Terms, Terms and any other policies promulgated by the Company on behalf of Company.

(c) Conditions precedent to the Company’s liability hereunder shall be that the Customer, as soon as reasonably practicable, shall provide the Company written notice of the defect, failure, default or error and shall provide authority for the Company’s employees or agents to inspect the Products. Company warrants that any services to be performed under the Contract will be performed in a good and workmanlike manner. Customer’s sole and exclusive remedy and Company’s entire liability with respect to this warranty will be, at the option of the Company to either (a) use its reasonable commercial efforts to re-perform or cause to be re-performed any service not in substantial compliance with this warranty or (b) refund amounts paid by Customer related to the portion of the service not in substantial compliance, provided, in either case, Customer notifies Company in writing within five (5) business days after performance of the service. EXCEPT AS SET FORTH HEREIN, AND SUBJECT TO APPLICABLE LAW, COMPANY MAKES NO OTHER REPRESENTATION OR WARRANTY AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANT, EITHER EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

INSTALLATION

(a) Where the Company has agreed to install or commission the Products, an additional charge consisting of normal Company labor and travel rates may be made by the Company if the Company is prevented from carrying out such installation or commissioning for more than thirty (30) calendar days after delivery of the goods unless due to the act or omission of the Company. Where the Company has agreed to install or commission the goods and is prevented from carrying out such installation or commissioning for more than sixty (60) calendar days after delivery of the goods (unless due to the act or omission of the Company), all warranty periods will begin sixty (60) calendar days after the delivery date.

(b) The Customer warrants that it will at all times provide a safe working environment for the Company’s employees, agents or sub-contractors and will comply with all statutory or other regulations in connection therewith and will indemnify the Company in respect to any loss incurred by the Company due to the Customer’s breach of this warranty.

(c) The Company reserves the right to sub-contract the installation of the Products or the performance of any other services required under the Contract.

(d) All goods remaining the property of the Company and delivered on site shall be the responsibility of the Customer until the Company has removed the same. The Customer warrants that it has sufficient insurance coverage to comply with the provision of this subclause.

TRADEMARKS/ TRADENAMES

The Customer will be fully responsible for any consequences of any patent, trademark, service mark, design or copyright infringement of the third party right resulting from the Customer’s use or sale of any of the Products where they have been modified by the Customer and the Customer shall fully and completely indemnify the Company for all damages, costs, charges and expenses as a result of any such infringement or alleged infringement.

NEGLIGENCE

The Company shall not be liable to the Customer for any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or willful default on the part of its servants or agents or subcontractors in or in connection with the supply of any Products or in the preparation or provision of any information or advice.

EXPORT RESTRICTIONS

Customer acknowledges that each Product and any related software and technology, including technical information supplied by Company or contained in documents (collectively, “Regulated Items”) may be subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (“EAR”), which may restrict or require licenses for the export of Regulated Items from the United States and their re-export from other countries. Customer shall comply with EAR and all other applicable laws, regulations, treaties and agreements relating to the export, re-export and import of any Regulated Item. Customer shall not, without first obtaining a required license to do so from the appropriate U.S. government agency; (i) export or re-export any Regulated Item, or (ii) export re-export, distribute or supply any Regulated Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Customer shall cooperate fully with Company in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Company harmless from, or in connection with, any violations of this provision by Customer or its employees, consultants, agents or customers.

INSURANCE

The Company will maintain comprehensive general liability, automotive liability and property damage coverage for injuries to persons and property occurring because of the performance of services by Company under the Contract, with the limits of $6,000,000 for injuries and $1,000,000 for damage to property. Such insurance shall constitute the limits of Company liability to Customer for such injuries and damage to the extent a limitation of liability provided for under the Contract is not otherwise applicable.

MISCELLANEOUS MATTERS

The Contact shall be governed by and construed in accordance with the laws of Maryland. Any action stemming or arising from the Contract shall be brought exclusively in a court of competent jurisdiction in Maryland. Both parties waive all rights to trial by jury. Customer waives the right to change of venue and further consents to the exercise of personal jurisdiction by any such Maryland court with respect to any such proceeding. Except in cases of non- payment, neither party may institute any action in any form arising out of these Sales Terms more than one (1) year after the cause of action has arisen. The application to the Contract of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. In the event that any one or more provisions of the Contract shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect , unless the revision materially changes the bargain. Company’s failure to enforce or Seller’s waiver of a breach of the Contract shall not constitute a waiver of any other breach. Any notice or communication required or permitted under the Contract shall be in writing and shall be deemed delivered when personally hand delivered, three (3) business days after deposit in the U.S. mail, certified mail, postage prepaid or one (1) business day after delivery to a nationally recognized overnight courier service addressed to a party at the contact information provided by the Customer to the Company or at the Company’s main offices as set forth on the Website or at such other addresses as either party may establish by written notice to the other party.