SpaCom Terms & Conditions

TERMS & CONDITIONS

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

This Agreement contains the terms and conditions that apply to your purchase from SpaCom L.L.C. named on the invoice ("SpaCom") that will be provided to you ("Customer") on orders for parts and components systems, and related products (“Products”)and/or services (“Services”) sold in the United States. By accepting delivery of the Products and Services described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH SPACOM, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER SPACOM STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, in SpaCom's sole discretion.

1. Other Documents. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s), except as otherwise noted. Any attempt to alter, supplement or amend this document or to enter an order for product(s) or services and support that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and SpaCom.

2. Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within SpaCom's sole discretion, and unless otherwise agreed to by SpaCom, payment must be received by SpaCom prior to SpaCom's acceptance of an order. Payment for the products and services and support will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by SpaCom. Invoices are due and payable within the time period noted on the reverse side of this invoice, measured from the date of the invoice. SpaCom may invoice parts of an order separately. Orders are not binding upon SpaCom until accepted by SpaCom. Any quotations given by SpaCom will be valid for the period stated on the quotation, or if published on the internet prices are guaranteed for one calendar week from the date of publication. Prices are subject to change without notice and might vary outside the Continental United States. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. Discounts are applied as agreed between the Customer and SpaCom.

4. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on SpaCom's invoice(s). Unless Customer provides SpaCom with a valid and correct tax exemption certificate applicable to the product ship-to location prior to SpaCom's acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order, however designated, except for SpaCom's franchise taxes and taxes on SpaCom's net income. If applicable, a separate charge for taxes will be shown on SpaCom's invoice.

5. Title; Risk of Loss. Title to products passes from SpaCom to Customer on shipment from SpaCom's facility. Loss or damage that occurs during shipping by a carrier selected by SpaCom is SpaCom's responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility.

6. Warranties. THE LIMITED WARRANTIES APPLICABLE TO SPACOM-BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTATION ALONG WITH THE PRODUCTS, AND THERE ARE NO WARRANTIES FOR SERVICES. SPACOM MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN SPACOM'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND SPACOM WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON SPACOM'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED. SPACOM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF' MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPACOM'S RESPONSIBILITY FOR WARRANTY CLAIMS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN SPACOM'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. SpaCom reserves the right to modify its warranty at any time, in its sole discretion.

7. Return Policies. SpaCom Products that are purchased directly from SpaCom by an end-user Customer may be returned by Customer in accordance with SpaCom's "Total Satisfaction Return Policy" in effect on the date of the invoice.

8. Exchanges. From time to time, SpaCom may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with SpaCom's exchange policies in effect on the date of the exchange.

9. Products. SpaCom's policy is one of on-going product update and revision. SpaCom may revise and discontinue products at any time. SpaCom will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. All parts are factory new, unused unless otherwise described or ordered by the Customer.

10. Limitation of Liability. SPACOM DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT SPACOM WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS LIMITATION OF LIABILITY APPLIES BOTH TO PRODUCTS AND SERVICES AND SUPPORT CUSTOMER PURCHASES UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, SPACOM IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF SERVICES NOT BUNDLED WITH PRODUCTS UNDER THIS AGREEMENT, SPACOM IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF SERVICES UNDER THIS AGREEMENT.

11. Applicable Law; Not For Resale. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. Customer agrees and represents that it is buying for its own internal use only, and not for resale. SpaCom has separate terms and conditions governing resales.

12. Service and Support. SpaCom will provide general telephone service and support to Customers in the United States, and in selected international countries in accordance with the then-current service and support policies and conditions in effect. However, SpaCom's support personnel may not be able to understand or resolve any given problem, and hereby excludes any obligations or liabilities arising from a given problem not solved by SpaCom. SpaCom has no obligation to provide service or support until SpaCom has received full payment for the Product or services and support that Customer purchased.

13. Dispute Resolution The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against SpaCom, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "SpaCom") arising out of or relating to this Agreement, SpaCom's advertising, or any related purchase (a "Dispute") through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration. The Arbitration will be conducted before three (3) independent and impartial arbitrators. SpaCom will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. The arbitration hearing shall take place in Huntington, New York and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of this Agreement, and will follow the law and judicial precedents that a United States District Judge sitting in Suffolk County, New York would apply to the Dispute. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The existence or results of any negotiation, mediation or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph.