Terms & Conditions

Throughout this document the term "Seller" shall mean EDGE Tech Corporation.

1. Application. These Conditions shall apply to all sales of goods by Seller to any purchaser ("Buyer") and shall apply in place of, and prevail over, any terms or conditions contained or referred to in Buyer's order or in correspondence or elsewhere or implied by trade custom practice, course of prior dealing, acquiescence or any course of performance unless specifically agreed to in writing by Seller and any purported provisions to the contrary are hereby excluded or extinguished. All orders from Buyer are expressly limited to and made conditional upon Buyer's acceptance of the Conditions set forth herein without change. Buyer's acceptance of all or any portion of the goods shall be deemed an acceptance of these Conditions. For the purposes of these Conditions a consumer contract is defined as a contract for the supply of goods or services to a natural person who in making the contract is acting for a purpose outside his business.

2. Quotations and Acceptance. A quotation by Seller does not constitute an offer and Seller reserves the right to withdraw or revise same at any time prior to Buyer's acceptance of Seller's quotation. No sales representative or any other person is authorized to make any change or alteration to these Conditions or any brochures, price lists or other Seller documents without approval in writing by Seller. No representative or other person is authorized to assume for Seller any liability, express or implied, except as set forth in these Conditions.

3. Contract Cancellation. Unless otherwise agreed by the parties, contracts accepted by Seller cannot be countermanded or cancelled by Buyer except with the written consent of Seller and upon such terms as will indemnify Seller for all loss, cost and expense. Seller shall have the right to terminate any contract if Buyer fails to perform its obligations thereunder. Such right of termination shall be in addition to and not in lieu of any other rights or remedies which Seller may have in law, equity or contract.

4. Prices. Unless otherwise stated, all prices quoted by Seller are in US dollars, FOB Seller’s warehouse. Seller may at any time withdraw any discount from its quoted prices and/or revise prices due to cost increases including but not limited to costs of goods, materials, carriage, labor or overhead, imposition or increase of duties, taxes, other levys and variation in exchange rates. Buyer shall have the right to cancel the contract within 48 hours of being notified of any such discount withdrawal or price increase. If applicable, VAT and other tax or duties payable by Buyer shall be added to purchase price.

5. Terms of Payment. Subject where appropriate to Condition 8, payment of invoices shall unless otherwise agreed in writing be made in full at par in legal tender of the United States of America without any retainage deduction, counterclaim or set-off. Unless otherwise agreed in writing by a representative of Seller, goods will not be shipped until payment has been received at Seller’s nominated bank account. Seller reserves the right to require security, payment in advance or C.O.D. and to otherwise modify payment or credit terms. Any extension of credit allowed to Buyer may be changed or withdrawn at any time. Interest shall be payable on overdue accounts at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is less, to run from due date for payment thereof until receipt by Seller of full amount whether or not after judgment. No payment by Buyer or receipt by Seller of an amount less than the amount invoiced by Seller shall be deemed other than on account of the invoice amount, nor shall any endorsement on any check or any letter accompanying such lesser payment be deemed an accord and satisfaction, but Seller may accept such payment without prejudice to Seller’s rights to collect the balance of such invoiced amount. Buyer shall be responsible for all reasonable attorney fees, plus all other costs incurred by Seller in securing payment for any of the goods which are the subject of these Conditions.

6. Delivery. Delivery dates mentioned in any quotation, acknowledgment of order, or elsewhere are approximate only and not of contractual effect. Unless otherwise agreed in writing, Seller shall not be liable to Buyer in respect of failure to deliver on any particular date, regardless of cause. Delivery shall be at Seller’s premises unless otherwise agreed to by Seller. Seller will charge for delivery other than at its premises. If Buyer refuses or fails to take delivery of goods tendered in accordance with the contract, or fails to take any action necessary on its part for delivery and/or shipment of goods, Seller shall be entitled to terminate contract with immediate effect, to dispose of the goods as Seller may determine, and to recover from Buyer any loss and additional costs incurred as a result of such refusal or failure. Unless otherwise expressly agreed, Seller may effect delivery in one or more installments; each installment shall be treated as a separate contract. Delivery shall be considered complete when Seller transfers goods to a common carrier at Seller’s warehouse.

7. Risk. Unless otherwise agreed in writing by the parties, and subject where appropriate to Condition 8, risk shall pass on delivery and Buyer agrees immediately to insure the goods for at least the purchase price, payable to Seller therefore in the event such price or part thereof remains outstanding.

8. Export Sales. In any case where goods are sold CIF or FOB or on the basis of other international trade terms the meaning of such term contained in Incoterms as revised from time to time shall apply, except where inconsistent with any of the provisions contained in these Conditions. Unless otherwise agreed, price of goods shall be secured by receipt of payment.

9. Security Interest. All goods are supplied to Buyer by Seller on the following terms:

i Buyer grants Seller a security interest in the goods which are the subject of these Conditions and any proceeds therefrom until Buyer shall have paid to Seller the agreed price together with full price of any other goods subject of any other contract between the parties.

ii. Seller reserves immediate right of re-possession of any goods to which it has retained a security interest as aforesaid, and thereafter to resell same and for this purpose Buyer grants an irrevocable right and license to Seller’s servants and agents to enter upon or into any and all of its premises or vehicles with or without Seller’s own vehicles during normal business hours. This right shall continue to subsist notwithstanding termination of the contract for any reason, and is without prejudice to any accrued rights of Seller thereunder or otherwise. Subject to terms hereof, Buyer is licensed by Seller to process said goods in such fashion as it may wish and/or incorporate them in or with any other product or products, or any other chattel whatsoever containing any part of the said goods shall become the sole and exclusive property of Seller, and shall be separately sorted and marked so as to be identifiable as being made from or with the goods the property of Seller, provided that if the goods are commingled with the property of any person other than Buyer, then the product thereof shall be deemed to be owned in common with such person. Buyer shall be at liberty and may in ordinary course of its business sell and deliver the goods or any product produced with Seller’s goods to any third party as Seller’s bailee, and in a fiduciary capacity, provided the entire proceeds of sale are held in trust for Seller and any person described in the proviso to this Condition 9, and are not mingled with any other monies and shall at all times be identifiable as Seller’s and such person’s monies. Buyer agrees immediately upon being so requested by Seller to assign to Seller and such person all rights and claims which Buyer may have against its customers, arising from such sales, until payment in full is made as aforesaid.

iii. Buyer understands that prices fluctuate widely and often on the goods sold by Seller. If for any reason Buyer fails to pay in full for any goods, and Seller (a) exercises its right to repossess any goods to which it has retained a security interest as allowed by paragraph 9(ii), or (b) regains possession by any other means (including return of goods by Buyer to Seller), Buyer unconditionally agrees to pay any shortfall between the original price at which Buyer purchased said goods, and Seller’s current price for the same goods, computed as of the date Seller regains possession of them. Any unpaid balance shall bear interest at 1.5% per month until paid. Seller’s records shall be the sole determinant of current price, and shall be produced upon demand by Buyer.

10. Returns. No returns will be accepted without Return Merchandise Authorization (RMA) number from Seller. Packages with no RMA number shown on exterior of box will be refused for security and safety reasons. Unless otherwise agreed in writing by the parties, all returns will be for replacement only (or refund of original purchase price at Seller’s option), and there shall otherwise be no refunds for credit or cash. In the event of a return for credit, goods returned may be subject to a 20% restocking fee at Seller’s option. All goods are sold subject to Seller’s Comprehensive Warranty and Disclaimer (see Section 13 below). In no event shall any liability extend to Seller beyond the cost of the original goods purchased from Seller. No replacement or refund of any type will be allowed for returns shipped to Seller and damaged in transit. All returns must be via a traceable method (registered mail, UPS, Fedex, Airborne, etc.) and NEVER through regular parcel post.

11. Third Party Rights. Buyer shall indemnify Seller against any and all liabilities, claims and costs incurred by or made against Seller as a direct or indirect result of carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of Buyer involving any infringement or alleged infringement of any rights of any third party. Seller shall have no liability to Buyer in event of goods infringing or being alleged to infringe the rights of any third party. If goods are or may be subject of third party rights, Seller shall be obliged to transfer to Buyer only such title as Seller may have, but without prejudice to the right in a consumer contract for any remedy of Buyer in event of total or partial non-performance or inadequate performance by Seller of any contractual obligation on its part. Buyer shall notify Seller forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. Seller shall have control over and shall conduct any such proceedings in any manner as it shall determine. Buyer shall provide all reasonable assistance in connection therewith as Seller may request. Cost of any such proceeding shall be borne in such proportions as parties shall determine. Seller’s agreement to indemnify for patent or trademark infringement is expressly limited to any indemnification which Seller’s vendor has agreed in writing to provide (or by operation of law has been deemed to provide) to Seller in event of patent or trademark infringement allegations made against such vendor’s products.

12. Specifications & Information. Unless expressly agreed in writing by Seller, all drawings, designs, specifications and particulars of weights and dimensions submitted by Seller are approximate only and Seller shall have no liability in respect to any deviation therefrom. Seller accepts no responsibility for any errors, omissions, or other defects in drawings, designs or specifications not prepared by Seller and Seller shall be indemnified by Buyer against any and all liabilities and expenses incurred by Seller arising therefrom but in relation to consumer contracts without prejudice to the right of consumer to object to any material deviation from the design specifications or particulars of weight and dimensions of any products sold hereunder. All drawings, designs, specifications and information submitted by Seller are confidential and shall not be disclosed to any third party without Seller’s written consent.

13. Limited Warranty on New Goods. Seller offers a Limited Warranty, the term of which varies for various products Seller offers. The Comprehensive Warranty and Disclaimer described in this paragraph is given in lieu of all other warranties. Seller warrants only that the new goods purchased and retained by Buyer shall be free from defects in material and workmanship pursuant to this warranty. On occasion, certain obsolete or other products may be built from fully tested, functional refurbished parts. These products, sold as new, carry the new goods warranty. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THERE IS NO OTHER EXPRESS WARRANTY AS TO ANY OF THE GOODS AND SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR OF THE FITNESS OF THE GOODS FOR A PARTICULAR PURPOSE. This Comprehensive Warranty and Disclaimer does not apply to: goods which have defects or damage which result from improper installation or maintenance; goods which have defects or damage as a result of accident, misuse, abuse, negligence, accident, fire, flood, alteration or improper application of the goods; goods manufactured or supplied by others; goods that have defects as a result of freight damage, collision, dropping or water damage. Used goods sold by Seller, if any, are sold with no warranty, express or implied. All used goods are sold AS IS, WHERE IS, WITH ALL FAULTS. If, notwithstanding the disclaimers contained herein, it is determined other warranties exist, any such warranties, including any express warranties and implied warranties of fitness for a particular purpose and merchantability shall be limited to the duration of the Comprehensive Warranty and Disclaimer.

VIEW SELLER’S COMPREHENSIVE WARRANTY AT http://www.edgetechcorp.com/support/warranty-registration.asp.

Product Returns: You must obtain an RMA number before returning product to EDGE, and that number must be clearly marked on the outside of your package or it will be refused for security reasons. Use a shipping method requiring our signature, for your protection, and pack the product securely. Do NOT use a standard envelope, as postal mailing machines will frequently damage the module or cause it to rip out of the envelope.

14. Limitation of Liability; Exclusive Remedies. Seller shall not be liable to Buyer: a) for shortages in quantity delivered unless Buyer notifies Seller of any claim for short shipment within 24 hours after receipt of goods; b) for damage to or loss of goods or any part thereof in transit unless Buyer shall notify Seller of any such claim within 7 days of receipt of goods; c) for defects in goods caused by any act, neglect, default or misuse by Buyer or any third party; or d) for consequential or incidental damages. Seller’s only obligation shall be at its option to make good any shortage or nondelivery and/or as appropriate under the Comprehensive Warranty and Disclaimer set forth in paragraph 13 to replace or repair any goods found to be defective or damaged and/or to refund cost of such goods to Buyer. All goods for which warranty coverage is sought must be returned to Seller’s warehouse, freight prepaid unless the parties have agreed otherwise; if Seller determines the goods to be defective and within Seller’s Comprehensive Warranty and Disclaimer, Seller shall when such goods have been replaced or repaired, return them F.O.B. Buyer’s warehouse. If after written notice to Seller and a reasonable number of attempts by Seller to correct the defect, malfunction or other failure this exclusive limited remedy fails of its essential purpose, Seller shall refund the net purchase price paid in exchange for a return of the goods, and such refund shall be the maximum liability of Seller. Seller’s aggregate liability to Buyer, whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods which gave rise to such liability, as determined by net price invoiced to Buyer.

15. Packaging. Buyer shall pay for cost of retail packs or any other special packing requirements it requests or any packaging rendered necessary to deliver by any means other than Seller’s normal means of delivery.

16. Licenses and Consents. If any license or consent of any government or other authority shall be required for acquisition, carriage or use of goods by Buyer, Buyer shall obtain same at its own expense and if necessary produce evidence of same to Seller upon demand. Failure to do so shall not entitle Buyer to withhold or delay payments. Any additional expenses or charges incurred by Seller resulting from such failure shall be paid by Buyer.

17. Force Majeure. Seller shall not be liable to Buyer for loss or damage suffered by Buyer as a direct or indirect result of supply of goods by Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances beyond Seller’s control including but not limited to Act of God, war, riot, strike, lockout, trade dispute or labor disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport, or other circumstances affecting the supply of goods or raw materials therefore by Seller’s normal sources of supply or manufacture of goods by Seller’s normal means, or delivery of goods by Seller’s normal methods. If due to such circumstances or events Seller has insufficient stock to meet its commitments, Seller may apportion available stocks between its customers at its sole discretion.

18. Insolvency and Default. If Buyer enters into a deed of arrangement or commits an act of bankruptcy, or compounds with his creditors or if a receiving order is made against him or if (being a Company) an order is made or a resolution passed for the winding-up of Buyer (otherwise than for the purposes of amalgamation or reconstruction, previously approved in writing by Seller), or if a receiver or administrator is appointed, of any of Buyer’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator, or which entitle the Court to make a winding-up order, or if Buyer takes or suffers any similar or analogous action in consequence of debt, or commits any breach of this or any other contract between Seller and Buyer, Seller may without prejudice to any of its other rights stop any goods in transit and/ or suspend further deliveries, and/or determine the rights of Buyer under Condition 9 and/or by notice in writing to Buyer determine the Contract.

19. Waiver. Failure by Seller to enforce any rights hereunder shall not be deemed a waiver of any such rights, nor operate so far as to bar enforcement of such rights at any times thereafter.

20. Notices. Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class post or fax to the party concerned at its last known address or fax number. Notices sent by post shall be deemed to have been received 7 days after mailing and if by fax on the same day of faxing.

21. Assignment. Buyer shall not assign or transfer this contract or any interest in it or monies payable under it without the written consent of Seller.

22. Arbitration. To the extent permitted by law, any controversy or claim between the parties hereto including but not limited to those arising out of or in relation to this contract or any related agreements, including any claim based upon an alleged tort, shall be determined by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable the applicable state law) and the Rules of Practice and Procedure for the Arbitration of Commercial Disputes of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction. Any party to this contract may bring an action, including a summary or expedited proceeding, to complete arbitration of any controversy or claim to which this contract applies in any court having jurisdiction of such action. The arbitration shall be conducted in Oklahoma City, Oklahoma and administered by the American Arbitration Association. All arbitration hearings will be commenced within ninety (90) days of a demand for arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional sixty (60) days. Condition 23 below regarding submission to jurisdiction and/or venue in any court shall not be construed to be in derogation of this provision providing for arbitration of any claim or controversy.

23. Governing Law. This contract shall be governed by and construed in accordance with the laws of the State of Oklahoma and the parties consent and agree to the non-exclusive jurisdiction and venue of any state court situated in Pontotoc County, or any federal court situated in Oklahoma County, State of Oklahoma. The statute of limitations on any claim of the Buyer against Seller shall be one (1) year from the date the cause of action accrues. The paragraph headings used herein are for convenience only and shall not affect the meaning or interpretation of these Conditions. If any portion of these Conditions violates any applicable law, such portion shall be of no force or effect and this Contract shall be treated as if such portion or portions had not been inserted.

These goods are shipped subject to Buyer’s agreement that it will not participate in the transfer, by any means, of commodity or technical data acquired from Seller in violation of the United States Export Administration Act or any regulation, order or license issued under that Act.

9000 Ver 7 (03-08)