INVOICING INSTRUCTIONS

1.  Send via first class, or other preapproved electronic means to Aleratec, Inc.  Invoices and original bill of lading on the same day on which shipment is forwarded to us.

2. The purchase order number must appear on all invoices and correspondence concerning this order unless other written instructions are given on the front of the purchase order.

3. Separate packing slips and invoices are required for each purchase order number.

2. Goods on backorder and/or unauthorized split shipments must be shipped prepaid.

3. Mixed shipments taking different commodity rates must be packed separately and described separately on the Bill of Lading.

4. All cartons must be labeled and barcoded per Aleratec, Inc. specifications.

5. Loss or damage incurred on a shipment while in the possession of a carrier will be deducted from invoices and Seller shall seek reimbursement from the carrier.

6. All merchandise shipments must be accompanied by a packing slip which may be affixed to one of the cartons, or may be enclosed on one of the cartons plainly marked "lead".

7. If instructions as to shipping and packaging are not strictly adhered to, Aleratec, Inc.  shall have the right to reject or cancel all or any part of this order.

THIS PURCHASE ORDER IS SUBJECT TO THE
FOLLOWING TERMS AND CONDITIONS

1. ACCEPTANCE
The Purchase Order becomes a binding contract on the terms set forth herein when it is accepted by the Seller either by Written Acknowledgement or the commencement of performance hereunder. Such acceptance is expressly limited to the terms of this Purchase Order. Aleratec, Inc.  may withdraw this Purchase Order or amend it's terms any time prior to Seller's acceptance. Any Terms and Conditions contained in a seller's Quotation preceding this Purchase Order or an Acknowledgment following this Purchase Order, or otherwise stated by Seller in accepting or acknowledging this Purchase Order which are additional to or different from those contained herein (including without limitation to the price, quantity, or description of the goods) shall not become part of the contract or become binding upon Aleratec, Inc., unless expressly accepted in writing by Aleratec, Inc., and in particular, any such Terms and Conditions of the Seller which attempt to deprive Aleratec, Inc. of all express and implied warranties provided by law or to limit, alter, or exclude any remedies or measures of damages for breath which are provided by law for any breach of this contract, shall not be binding by Aleratec, Iinc.  unless expressly accepted by it in writing. No revisions or modifications of this Purchase order shall be valid unless signed by an authorized representative of Aleratec, Inc. This Purchase Order represents the entire agreement of the parties and supersedes all prior and contemporaneous oral or written agreements or understandings.

2. SPECIFICATIONS
Seller expressly warrants that all goods will conform to any and all specifications, drawings, samples, and other descriptions furnished, referenced or adopted by Aleratec, Inc., including but not limited to USB, IEEE (1394, SCSI, IDE, etc.), OSTA (Optical Storage Technology Association), Published Philips-Sony Book Specifications (ie: Orange Book), DVD Forum, and will be merchantable, of good material and workmanship and free from defects, including but not limited to the goods, their markings, their packaging and the marking of their packaging. When specifications drawings, etc. are referred to on the face of this Purchase Order, such specifications, drawings, etc. shall be deemed to be an integral part hereof as though fully set out herein. If there is a discrepancy between the Seller's published specifications for the goods and any specifications, drawings, samples, and other descriptions furnished by Aleratec, Inc.  for the goods, Seller agrees to proceed with this Purchase Order on the specifications of Aleratec, Inc.  to the particular change in such specifications, etc. unless it has first obtained written consent of Aleratec, Inc.  to the particular change in such specifications.

3. REMEDIES
In addition to any other remedies which Aleratec, Inc. may have, Aleratec, Inc.  may have any non-conformity (of any goods, marking and/or packaging to the terms of this Purchase Order and/or any of the warranties set forth herein or otherwise) corrected at the Seller's expense or may reject goods not conforming to this Purchase Order or any of the warranties set forth herein or otherwise, or revoke its prior acceptance of the same whether or not such goods have been previously used or put into operation by Aleratec, Inc.  or any prior payments been made thereon. If such goods are rejected, or their prior acceptance is revoked, Aleratec, Inc.  shall so notify Seller in writing, and Aleratec, Inc., at it's option and at the expense and risk of the Seller, may either return such rejected goods to Seller or hold them for such disposal as Seller shall indicate without notice to any person not with standing any assignment by Seller of the Purchase Order or of any sums hereunder. Any payments made on such rejected goods shall be immediately refunded to Aleratec, Inc. The prevailing party in any controversy under the terms of this Purchase Order shall be entitled to recover its actual attorney's fees and costs.

4. PERFORMANCE
The production schedules of Aleratec, Inc.  (and its customers) are based upon Seller's agreement and warranty that all goods and materials herein ordered will be delivered by the date, if any specified, on the face of this Purchase Order. Time is therefore of the essence in this Purchase Order. Sellers failure to furnish goods in conformity with Seller's warranties or within the time, if any, specified on the face of this Purchase Order shall, at the option of Aleratec, Inc., relieve it of any obligation to accept such goods as well as undelivered installments, if there be any. Upon any such failure, Aleratec,Inc.  may buy elsewhere and charge Seller with any loss incurred thereon unless desired shipments is arranged for and agreed to in writing. Any failure by Aleratec, Inc.  to exercise this option with respect to any installment shall not constitute a waiver with respect to any subsequent installments. Any waiver by Aleratec, Inc.  of any breach of any term or condition of this Purchase Order shall not constitute a waiver of any prior contemporaneous or subsequent breach of any term or condition of this Purchase Order. Any forbearance of Aleratec, Inc.  to seek or demand any remedy provided for herein or otherwise shall not constitute a waiver of any right of Aleratec, Inc.  to seek that or any other remedy at any time whatsoever.

5. EXTRA CHARGE
No charge for packing, crating, or other extras unless stated on the front of the Purchase Order, but damage to any goods not packed to insure protection will be charged to the Seller. Aleratec, Inc.  assumes no obligation for materials shipped in excess of this Purchase Order.

6. PATENT INDEMINIFICATION
Seller warrants that the goods and materials specified herein and their safe or use alone, or in combination according to Seller's specifications or recommendations, if any, will not infringe any United States or foreign patients, trademarks, or copyrights. Seller warrants that all applicable royalties for the goods and materials specified herein are prepaid by the Seller. Any payments made by Aleratec, Inc.  for any royalties by royalty collecting agency, will be immediately refunded or credited by Seller. Seller agrees to indemnity hold harmless and defend at its own cost Aleratec, Inc.  and anyone selling or using any of Aleratec, Inc.  products against all actions, claims, judgements, decrease, costs and expenses (including actual attorney's fees) resulting from any alleged patent, trademark, or copyright infringement whether or not well founded. Seller shall upon request by Aleratec, Inc.  and at Seller's own expense, defend or at the option of Aleratec, Inc.  pay all attorney's fees and costs incurred for and assist and cooperate in the defense of any action which may be brought against Aleratec, Inc.  or those selling or using any products of Aleratec, Inc.  by reason of any such alleged infringement. Such obligation shall survive acceptance of the goods and materials and payments therefore by Aleratec, Inc.

7. LAWS AND REGULATIONS
Seller's acceptance of this Purchase Order shall constitute a warranty to Aleratec, Inc.  that goods to be manufactured or furnished thereunder will be manufactured or fabricated in compliance with applicable provisions of all laws enacted by Congress of the United States, and any other state or states in which the goods are manufactured or to be used, and all rules and regulations issued pursuant thereto.

8. PRICE
Seller's acceptance of this Purchase Order shall constitute a Seller's representation and warranty to Aleratec, Inc.  that the price charged for the goods covered by this Purchase Order does not and will not exceed prices charged by the Seller to buyers of a class similar to Aleratec, Inc. under conditions similar to those specified in this Purchase Order and that the prices comply with any and all applicable government regulations in effect at the time of the seller's verbal or written Quotation, sale, and delivery of the goods. Seller further agrees that any price reduction made in the goods covered by this Purchase Order subsequent to the placement of this Purchase Order will be applicable to this Purchase Order. Prices are firm unless provision is made for adjustment on the face of this Purchase Order, except that if Seller sells any goods covered by this Purchase Order at a lower price to any buyer of a class reasonably similar to Aleratec, Inc.  under conditions reasonably similar to those specified in this Purchase Order Seller agrees to and warrants that it will immediately reduce the prices of the goods specified in this Purchase Order to the price said goods were sold to the other buyer, and if payment has been received for this Purchase Order Seller agrees to and warrants that it will immediately refund the difference to Aleratec, Inc.  if the quantity specified on this Purchase Order does not entitle Aleratec, Inc.  to Seller's lowest available prices or should Seller have in effect forms or schedules reflected lower prices, terms, concessions, or advertising allowances. Seller shall advise Aleratec, Inc. accordingly by registered mail before filling this Purchase Order so that Aleratec, Inc.  may have opportunity to take advantage of such lower prices.

9. INDEMNIFICATION
Seller shall indemnify and save harmless Aleratec, Inc., its shareholders, officers, directors, employees, agents, indemnities and costomers from and against all liability resulting from claims against it (or any of them) for loss, damages, personal injuries, and/or expenses incurred by its employees, agents, customers, or the ultimate user of such goods and materials arising out of either the failure of any of the goods and materials purchased hereunder to confirm to all of the Seller's warranties under this Purchase Order or otherwise either expressed or implied, or any defects in any of the goods and materials purchased hereunder. Such indemnity shall be in addition to any other remedies provided by law. All warrants by Seller in this Purchase Order and otherwise are continuing warranties shall survive any inspection, delivery, acceptance, or payment for the goods and materials. All goods, wrappers, and containers must bear the labels required by applicable federal, state, and municipal laws and regulations, as well as the markings and labels required by Aleratec, Inc.

10. RIGHT OF SETOFF
All claims for monies due or to become due from Aleratec, Inc.  shall be subject to deduction by Aleratec, Inc.  for any setoff or claim, arising, out of this or any other Purchase Order(s) or arrangement(s) of Aleratec, Inc.  with Seller, whether such setoff or claim arose before or after this Purchase Order, the filling of this Purchase Order, or any assignment by Seller.

11. FUTURE ORDERS
Aleratec, Inc.  shall have no liability for any costs or loss incurred by Seller due to Seller's manufacture of goods in anticipation of further orders not actually forthcoming.

12. TERMINATION/ADEQUATE ASSURANCES
If Seller ceases to conduct its operation in the normal course of business (including material default of taxes or inability to pay) or if any proceeding under the bankruptcy or insolvency laws is bought by or against Seller, or a receiver is appointed by Seller or applied for the benefit of creditors is made by Seller, Aleratec, Inc.  may terminate this Purchase Order without liability except for acceptable deliveries previously made or for acceptable goods and materials covered by this Purchase Order which are completed and which are subsequently delivered in accordance with the terms of this Purchase Order. Also in the event of any of the above occurrences or if the Seller's financial condition is deemed by Aleratec, Inc. to be unsatisfactory while this Purchase Order is pending, or should Seller's ability to perform this Purchase Order becomes doubtful, Aleratec, Inc.  may demand immediate assurance of performance and if satisfactory assurance is not received within five (5) working days, time being of the same essence, Aleratec, Inc.  may terminate this Purchase Order without liability except as above provided.

13. FORCE MAJEURE
If the performance of any obligation assumed by Aleratec, Inc.  under this Purchase Order is prevented, delayed, or in any way interfered with by force majeure, strikes or labor troubles, shortages of materials, governmental intervention, or any other causes beyond this control of Aleratec, Inc. Aleratec, Inc.  may at this option perform or cancel the obligation without liability for loss provided Aleratec, Inc.  informs the Seller immediately in writing of its inability to carry out the terms of the contract, except that Aleratec, Inc. will remain liable for acceptable goods delivered previously or for acceptable goods and materials covered by this Purchase Order which are then completed and are subsequently delivered in accordance with the terms of this Purchase Order.

14. GOVERNING LAW
All contracts and transactions to which these terms and conditions apply are governed by the laws of the State of California. Venue for any action under this Purchase Order shall be in Los Angeles County. Seller and Aleratec, Inc.  consent to the exclusive jurisdiction of the California Courts with respect to any controversy or claim which is not (by subsequent agreement of the parties) subject to and concluded by arbitration.

15. ASSIGNMENT
No assignment or modification of this Purchase Order by Seller shall be binding unless consented to in writing by Aleratec, Inc.

16. SEVERABILITY
Each provision of this Purchase Order is severable and, if any one or more of the terms and condition maintained herein is declared invalid, void, avoidable, or unenforceable, the remainder of this Purchase Order shall nevertheless remain in full force and effect.

17. PRODUCT QUALITY & WARRANTY
All articles, materials, supplies and fixtures must be approved by the Underwriters Laboratories, Inc. and Federal Communications Commission. It is the privilege of Aleratec, Inc.  to return at the expense of the Seller any items that are not useable or saleable to which Aleratec, Inc.  believes are not of standard quality or as represented, within one year of discovery or determination thereof by Aleratec, Inc. A minimum service charge of twenty five percent plus all transportation costs will be due to Aleratec, Inc.  on all referred shipments that are sent to Aleratec, Inc.  in error, or that are not exactly as requested in this Purchase Order. Prices not shown on this Purchase Order are to be invoiced as previously quoted or billed. Seller warrants that all goods and materials shall be free of all defects for a period of (15) months from date of initial receipt by Aleratec, Inc. Should Aleratec, Inc.  seek from Seller RMA services, repair, replacement, credit or refund, Seller agrees and warrants that such service repair or replacement shall be provided and competed within 30 days and that such credit or refund shall be provided immediately. Any repair or replacement not provided and completed within 30 days shall be setoff or deducted as per #10 RIGHT OF SETOFF.

18. INSURANCE
Except where otherwise provided, Seller shall maintain at its expense, Product Liability Insurance including Broad Form Vendor in favor of Aleratec, Inc.  in the amount of $2,000,000 for personal injury and property damage.

Aleratec is a trademark of Aleratec, Inc. 

Copyright © 2006  Aleratec, Inc.