Terms and Conditions

WESCOTT TECHNOLOGIES, LLC D.B.A. LOCKSTEP TECHNOLOGY GROUP STANDARD TERMS AND CONDITIONS

1. AGREEMENT

1.1. The Terms and Conditions defined herein supplement the corresponding Purchase Order, Quote, Statement of Work, Proposal or other written specification (“Specification”) with respect to the purchase of Products and Services by “Customer” and govern all matters between WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP and the Customer with respect to this subject. The combination of the corresponding Specification and these Terms and Conditions shall define the complete “Agreement” between parties. In the event of any conflict, the terms and conditions defined in this document shall prevail. The term of this Agreement shall continue from date of submission of the Specification by WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP until Customer has made payment for all corresponding Products and Services.

2. Purchase and Payment

2.1. When Customer has requested WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP to procure products or provide services, whether by oral, telephonic, electronic, written or other means, then Customer’s acceptance of (i) any products delivered; or (ii) any services performed constitutes agreement by Customer to make full payment for any invoices presented for these products or services in accordance with the payment terms defined on the corresponding Specification (in the absence of such terms, terms are NET20). WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP reserves the right to invoice Customer upon and for each service rendered or product delivered, but no less frequently than monthly. Customer cannot refuse to make payment for partial delivery of services or products. Customer shall pay all charges on terms established by WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP including reasonable charges for shipping, handling and insurance on any products delivered.

2.2. If Customer fails to pay an invoice when due per the stated payment terms, Customer shall pay interest of 1.5% per month on the outstanding amount from the due date until the payment date. If WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP undertakes collection or enforcement efforts, Customer shall be liable for all costs thereof, including reasonable fees. If Customer is in arrears on any invoice, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP may, on giving notice, apply any deposit thereto and withhold or cancel further performance of services or delivery of products until all arrearages are brought current.

2.3. Written notice of any disputed charge must be received by WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP within 20 days of the date of issuance of the invoice in question or Customer forfeits the right to dispute the charge. This notice must include the invoice number in dispute, the items and amounts disputed and a complete description of the basis for Customer withholding payment. Notice of any disputed charge does not release Customer from the obligation of paying any remaining balance of the invoice under the terms specified. Upon resolution of the disputed charge, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP will issue a credit memo or Customer will pay the total amount outstanding referenced by the dispute. Any disputed charge resolved in WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP’s favor shall be liable to accrue late payment fees based on the terms of purchase.

3. Returns

3.1. Due to Manufacturers’ restrictions, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP reserves the right to refuse a product for return. Certain items such as software, special orders, and discontinued products are sold “as is” and cannot be returned. If a returned product is not defective, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP reserves the right to assess a restocking charge. Final acceptance of the return is conditional upon receipt of the product in “like new” condition with all parts, packing materials and documentation intact. WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP reserves the right to refuse a return which is not in “like new” condition. Returns, if possible, are subject to current manufacturer’s policies and require a Return Merchandise Authorization (RMA) number in advance of the return. COD shipments will be refused.

4. Taxes

4.1. All sales, use, excise, value added, or personal property taxes; tariffs or import fees; and other governmental charges shall be paid by Customer and are Customer’s responsibility except as expressly limited by law. A valid Tax Exemption Certificate must support exception to this provision and be on file with WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP. Customer holds WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP harmless from paying such taxes and charges on Customer’s behalf.

5. Security Interest and Sellers Option

5.1. Customer hereby grants to WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP a security interest in any and all products purchased by Customer from WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP to secure all obligations of Customer to WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP, including but not limited to any obligation of payment. The security interest granted to WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP shall also cover all property of the same character as that covered by this security agreement that the Customer may later acquire at any time until the termination of this security agreement. Customer agrees that in the event of default in any payment and failure to cure same within a reasonable time, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP shall have, in addition to its rights under the law, the right to repossess such goods without further operation of law and without notice to Customer. Customer further agrees to execute any additional documents necessary to perfect or continue the security interest created by this agreement.

5.2. WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP may, at its sole option, withhold delivery of all or any part of any order or cancel the order if at any time Customer’s account with WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP is in arrears. If at any time, Customer is in arrears on account, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP may then cancel this Agreement and seek redress for damages, including lost profits, offsetting any deposit there against, and further recover its costs including reasonable attorney fees.

6. Warranty and Liability

6.1. With respect to Services performed by WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP warrants to Customer, that the Services rendered shall be performed in a skillful and professional manner commensurate with the requirements of this effort. Customer shall notify WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP in writing within thirty (30) days after completion of the services in question when any of the services fail to conform to the standard of care set forth in this Agreement. The passage of the thirty (30) day period after completion of the services without the notification described herein shall constitute Customer’s final acceptance of the Services. In the event that any of WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP’s obligations hereunder is interfered with by reason of any circumstances beyond the reasonable control of WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP, including without limitation, acts of war, terrorism, civil disobedience, severe weather or other acts of God, failures of suppliers to deliver equipment; then WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP’s sole obligation to perform services and/or provide products shall be on a best effort basis irrespective of any other written or verbal commitment to the contrary.

6.2. With respect to particular products manufactured or supplied by third parties to WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP for resale to Customer, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP makes no warranties of any kind in addition to or exceeding the warranty supplied or offered by the respective manufacturer or supplier, which shall be transferred or assigned to Customer, and Customer’s recovery is limited to recovery against such manufacturer or supplier for breach of any applicable warranties of manufacturer or supplier. In the event of a claim by Customer for breach of product warranty, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP must follow the warranty policy established by the manufacturer. This policy may require return of the warranted item to the manufacturer for repair. At Customer’s request, WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP agrees to take all actions reasonably necessary or appropriate to secure Customer’s rights and to protect its interests under such third party warranties. Work performed by WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP, not covered by product warranty, will be billed to Customer at the applicable labor rates.

6.3 A Disclaimer of Warranties

6.3.1. The warranty provided by WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP is specifically limited as described herein. No other warranty, expressed or implied, including but not limited to merchantability or fitness for a particular purpose, is made and none shall be imputed or presumed.

6.4 Limitation of Liability

6.4.1. In no event shall WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the provision of or failure to provide Services, even if WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP has been advised of the possibility of such damages. The entire liability of WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP and Customer’s exclusive remedy for all of the foregoing shall be limited to the total value of this Agreement. These limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

7. Other Terms

7.1. The parties are and shall be independent entities and nothing in this agreement shall be deemed to cause the creation of an agency, partnership, or joint venture between the parties. No party may assign its rights or obligations under this Agreement without prior written consent of the other party.

7.2. Each party agrees that it will not hire, solicit for hire, or retain the services of either party’s employees engaging in providing support or services under this Agreement during the term of the Agreement or for a period of six (6) months thereafter without prior written agreement of both parties.

7.3. Each party agrees that they will keep confidential the terms and conditions of this Agreement provided along with all information and data specifically identified as confidential or proprietary for the term of this Agreement and for a period of six (6) months thereafter.

7.4. Any dispute arising from this service shall be governed and ruled by the laws of the State of Georgia, County of Gwinnett.

7.5. This Agreement constitutes the entire agreement of the parties and supersedes all prior representations, proposals, discussions, and communications written or oral and may only be amended in writing by authorized representatives of both parties. If any provision of these terms and conditions is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect.

7.6. The provisions of this Agreement that under a commercially reasonable interpretation reveals that the parties likely would have such provisions survive termination or expiration of this Agreement shall survive to the extent necessary to fulfill the purpose of such provision. This specifically includes any obligation of Customer to make payments, maintain the confidentiality of the Agreement, and refrain from hiring or soliciting to hire employees.

8. Agreement

8.1. The Terms and Conditions defined herein supplement the corresponding Purchase Order, Quote, Statement of Work, Proposal or other written specification (“Specification”) with respect to the purchase of Products and Services by “Customer” and govern all matters between WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP and the Customer with respect to this subject. The combination of the corresponding Specification and these Terms and Conditions shall define the complete “Agreement” between parties. In the event of any conflict, the terms and conditions defined in this document shall prevail. The term of this Agreement shall continue from date of submission of the Specification by WESCOTT TECHNOLOGIES, LLC D.B.A LOCKSTEP TECHNOLOGY GROUP until Customer has made payment for all corresponding Products and Services.