Binding effect. The sale of all new Witkop products is subject to Witkop’s thirty-day money back policy. Failure to return such product to Witkop within this thirty-day period constitutes acceptance of these terms and conditions and all applicable warranties.

Other documents. This sale is subject to the terms and conditions stated herein, on the face of the invoice, and in all other documents accompanying the purchased product(s) which are in lieu of and replace any and all terms and conditions set forth in any documents issued by the customer, including, without limitation, any purchase orders and any specifications. In case of conflict between the terms and conditions stated here and those on the face hereof, those on the face hereof shall control. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON SUCH DOCUMENT ISSUED BY CUSTOMER AT ANY TIME ARE HEREBY OBJECTED TO BY SELLER, SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON SELLER. No waiver or amendment to these terms and conditions shall be binding on Seller unless made in a writing expressly stating that it is such a waiver or amendment and signed by Seller.

Definitions. "Software" shall mean such software programs provided by Seller in machine readable object, printed, or interpreted form; "Product" or "Product(s)" shall mean any configuration of hardware and software, including documentation, sold or licensed to the customer. "Seller" shall mean the Seller of the Product(s).

Acceptance. All Product orders placed by customer with Seller are subject to acceptance by Seller.

Payment. Customer shall pay Seller for all charges listed on Seller’s invoice, including all shipping and handling charges. Unless otherwise stated on the face hereof, all payments shall be due upon receipt of invoice. On any amounts not paid when due, customer agrees to pay interest at the rate of 1-1/2% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then customer agrees to pay the highest rate allowed by law. In addition, customer agrees to pay all costs of collection, including costs of litigation and reasonable attorney’s fees. Seller reserves the right to obtain a security interest in the Products sold to customer, and in proceeds thereof, until payment is made in full by customer. Customer agrees to execute financing statements and other instruments at Seller’s request. A $15.00 collection fee will be charged for all dishonored checks.

Taxes. Unless otherwise stated on the face hereof, stated prices do not include any customs duties, sales, use, value added, excise, federal, state, local or other taxes. All such duties or taxes shall be paid by customer, or, in lieu thereof, customer shall provide Seller with an appropriate tax exemption certificate.

Title. Title to Products passes from Seller to customer upon shipment from Seller’s facility. Title to Software remains with the applicable licensor(s).

Returns and adjustments. No Product may be returned for any reason without the prior approval of Seller. All returns shall be delivered or shipped with shipment prepaid to Seller’s facility in the original packaging or equivalent, together with a dated proof of purchase (including invoice) and a returned material authorization (RMA) number. All costs incurred in returning Product(s) to Witkop, including insurance, duties or other fees must be paid by Customer. The RMA number may be requested from (1-954-467-3143) and should be written on the outside of the shipping container. Customer shall be responsible for all shipping charges and shall assume all risk of loss or damage to Product while in transit to Seller. If you return parts or systems to Witkop either: (i) without prior authorization from Witkop; or (ii) beyond the period prescribed by Witkop for such return; or (iii) without an RMA number written on the outside of the shipping container; or (iv) without proper packaging, Witkop retains the right to refuse delivery of such return and charge you the retail price of such parts or systems at the time the parts or systems were shipped to you (as determined by Witkop) plus a charge of $60 to cover Witkop's collection and handling costs. In the event a customer fails to return parts or systems to Witkop within the required time period, Witkop retains the right to: (i) charge the customer the retail price of such parts or systems at the time the parts or systems were shipped to the customer (as determined by Witkop) plus a charge of $60 to cover Witkop's collection and handling costs, (ii) charge the customer for any other collection or legal expenses incurred by Witkop due to such failure to return (iii) inactivate the customer’s account until such payment is made. While a customer's account is inactivated, Witkop shall not provide that customer with technical support or customer and warranty service. In all cases, the return by Seller to customer of money due to the return by customer of Product will not include the return of shipping and handling charges. UNDER NO CIRCUMSTANCES SHALL SELLER REFUND SHIPPING AND HANDLING CHARGES TO THE CUSTOMER.

Upgrades/downgrades. The price of upgrades or downgrades is set forth in Seller’s price list. Seller will issue a credit to customer for the return of the parts being replaced from the system(s) being upgraded or downgraded. Seller must receive such original parts within thirty (30) days of the date Seller ships such parts for customer to receive such credit. Upgrades and downgrades are only available on new Product(s) purchased from Witkop and only for the first thirty (30) days after shipment.

Force majeure. Seller shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of nature, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late deliveries by suppliers or other difficulties which are beyond the control, and without the fault or gross negligence of Seller. Quantities are subject to availability. In the event of production difficulties or Product shortages, Seller may allocate sales and deliveries at its sole discretion.

Component resale. Customer shall not engage in the business of reselling components purchased from Seller, or remove components from Product for resale, except upon express prior written authorization of Seller.

Limited Warranty. UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY SELLER, SELLER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SELLER’S PRODUCT(S) AND ALSO AVAILABLE FROM SELLER ON ITS WEB PAGE (http://www.trianet.net/~witkop), OR BY CALLING (1-954-467-3143).

Any claim against Seller must be made within the applicable warranty period and Seller has no liability thereafter. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, usage not in accordance with product instructions, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by Witkop to have been caused by the customer, or repairs made by anyone other than Witkop, Witkop-qualified third-party service providers, or you with the assistance of Witkop technical support. Witkop reserves the right to substitute functionally equivalent new or serviceable reconditioned products for products replaced under warranty. Witkop's responsibility under its limited warranties is limited to repair or replacement, either of which may be selected by Witkop at its sole discretion. Any parts replaced by Seller become the property of Seller. All limited warranties granted on Products are to the initial customer end-user and are non-transferable. Customer agrees to indemnify and hold seller harmless from all claims, judgments, liabilities, expenses, or costs arising from customer’s breach of these terms and conditions of sale and/or acts or omissions. Customer is responsible for backing-up customer’s hard drive or other device containing data prior to forwarding same for repair or replacement. SELLER WILL NOT BE RESPONSIBLE FOR DATA LOST ON CUSTOMER’S HARD DRIVE OR OTHER DEVICE DURING THE COURSE OF SHIPMENT, REPAIR OR REPLACEMENT.

Critical components. Seller’s Products are not authorized for use as critical components in life support devices or systems without the express prior written approval of the President of Seller. Life-support devices or systems are those which are intended to support or sustain life and whose failure to perform can be reasonably expected to result in a significant injury to the use