Purchasing Terms and Condition of Sale

Purchases of Grace Products and Services are governed by the following terms and conditions of sale. Please review carefully.

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 DOCUMENT AS WELL, CONTAINS A DISPUTE RESOLUTION CLAUSE

1. Definitions and Terms
"Agreement" means Terms and Conditions of Sale and each agreement entered between Grace and Government or Education and Business Entities.

"Order" means an order for Products or Services, submitted by Buying Entity to Grace Global Corporation (Grace) in hard copy form ("Purchase Order") or in electronic form ("Electronic Order")

"Order Confirmation" means a written (mailed or faxed) or electronic order acknowledgment or invoice issued by Grace.

"Products" means computer system, service or software.

2. PURCHASING METHOD
(a) Buyer may order Products or Services from Grace by:
(i)submitting an Electronic Order in the manner directed by Grace; or
(ii)submitting a Purchase Order to Grace (and Buyer acknowledges that Electronic Orders for certain Products or Services may require to be supplemented by a Purchase Order); in each case specifying the Products required and by doing so, Buyer agrees that the Order is governed by the Agreement.
(b) Grace may accept the Order by:
(i) issuing an Order Confirmation to Buyer; or
(ii) shipping the Products required in the Order.
(c) The identification of the Products in the Order, Service Contract and any Order Confirmation, together with the Agreement, will create a binding contract between Buyer and Grace for the purchase of those Products.

4. CREDIT AND FINANCIAL CONDITION
If Grace in its sole discretion does not approve Buyer's credit, Grace reserves the right to cancel the entire agreement or to cancel any shipment thereof. In the event of Buyer's bankruptcy or insolvency or in the event any proceeding is brought against Buyer, voluntary or involuntary, under the bankruptcy or any insolvency laws, reserving any and all other rights, Grace will be entitled to cancel any outstanding order during the period allowed for filing claims against the estate and will be paid for its cancellation charges.

5. PRICING AND PAYMENT TERMS
5.1 Prices are subject to change or withdrawal without notice. All products ordered to customer specifications which require deviations in standard production process and all products requiring certification by Grace or government source inspection are subject to an additional charge.

5.2 Taxes
Unless otherwise specified, all prices are stated without any applicable excise, sales, use, value, added, or other tax imposed upon the production, sales and/or delivery of these products. Any such taxes, when applicable, will be charged as separate additional items on invoices, unless valid exemption certificates are in the possession of Grace before the date of shipment.

5.3 Payment
All orders are subject to approval of credit.
(i) All bills are due and payable in full upon pick up or delivery, unless prior approvals of terms are made. If payment is not to be in cash, Buyer will execute a financing statement, security agreement, lease, and any other document reasonably requested by Grace; or
(ii) Where Buyer has appropriate credit arrangements with Grace, Buyer shall pay all invoices within thirty (30) days of the date of invoice or, in case of Products, delivery (whichever is the later). In all other cases, Buyer shall pay cash in advance of shipment or performance.

5.4 Past due accounts
Past due accounts will be subject to finance charges of 1.5% per month, 18% per annum on all overdue balances.

6. TRANSPORTATION AND DELIVERY
6.1 Transportation
All shipments are made F.O.B. point of shipment. Shipments are dispatched with cost advanced by Grace and billed to customer on the invoice, unless prior approvals of terms are made. Orders with multiple destinations will be subject to additional charges.

6.2 Delivery
Grace will use reasonable efforts to meet the Product delivery dates stated on its Order Confirmation. Grace reserves the right to make partial shipments on this order, and each shipment will be invoiced separately.

7. TITLE AND RISK
Title to items sold hereunder shall pass to the Buyer upon payment to Grace of the full purchase price. Notwithstanding the foregoing and, unless otherwise agreed to by Grace in writing, all risk of loss shall be borne by the Buyer from the time of delivery of the items by Grace to a public carrier or other agreed upon means of transportation.

Grace assumes no liability for any loss, damage, or destruction of products after delivery is made to the carrier. Shipments will be insured only at the request of and at the expense of the purchaser. If the Buyer asserts any claim against Grace, it shall be done in writing five days from receipt of shipment.

8. DELAY / NON-PERFORMANCE
Grace will not be liable for delays in performance, including delivery, or for failure to perform, including but not limited to failure to deliver, due to
(i) any causes beyond Grace reasonable control, including Grace inability to obtain necessary materials, components, services, or facilities; or
(ii) Acts of God, acts of Buyer, acts of civil or military authorities, governmental regulations or priorities, strikes or other labor disturbances, fires, riots, wars, or natural disasters, including epidemics, droughts, floods, or transportation interruptions.

Grace will promptly notify buyer of any material delay and will specify a revised performance date as soon as practicable. In the event of such a delay, this Agreement will not be terminated and the date of performance will be extended for a period of time equal to the period of delay.

9. TERMINATION
Orders accepted by Grace cannot be countermanded or shipments deferred or goods returned except with consent of Grace and upon terms that will indemnify it against all loss, including the profit on any part of the order that is canceled. When return of material is authorized by Grace, shipping charges on said returned materials are to be prepaid unless otherwise noted by Grace in its authorization to return. All canceled orders may be subject to a minimum charge of 15% of the order value.

The Buyer will:
(i) Accept delivery of and pay for at current prices all of the material which was either completed by Grace on the day the termination notice is received by Grace or which on said date had been acquired by Grace pursuant to terms not permitting the return of said material.
(ii)Pay all costs, direct and indirect incurred by Grace on that portion that is not finished and/or ready for shipment on the day the termination notice is received by Grace. "Hold" orders and "Stop Work" orders will be honored for a period of 15 days from receipt of notification.
Either party may terminate the Agreement immediately by written notice if:
(i) the other party commits a non-remediable material breach; or
(ii) the other party fails to cure any remediable material breach within 30 days of being notified in writing of such breach.

10. WARRANTY
There are not warranties for any products that extend beyond the description on the face hereof.
THE LIMITED WARRANTIES APPLICABLE TO GRACE-BRANDED HARDWARE PRODUCT CAN BE FOUND AT http://www.graceglobalinc.com/warranty.aspx OR IN THE DOCUMENTATION GRACE PROVIDES WITH GRACE-BRANDED PRODUCT. GRACE MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-GRACE BRANDED PRODUCT, SERVICE, MAINTENANCE OR SUPPORT. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY GRACE "AS IS" AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY GRACE. GRACE MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN GRACE’S APPLICABLE GRACE -BRANDED WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. GRACE -BRANDED WARRANTIES AND SERVICES ARE EFFECTIVE ON PAYMENT IN FULL, AND GRACE IS NOT OBLIGATED TO HONOR ANY WARRANTY OR PROVIDE SERVICE UNTIL GRACE RECEIVES PAYMENT IN FULL. GRACE MAY REQUEST CANCELLATION OF THIRD-PARTY-BRANDED SOFTWARE LICENSES, SERVICES, MAINTENANCE OR SUPPORT IF GRACE DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY. Neither does Grace warrant the products of any third party manufacturer or licensor which may be used or supplied with the Grace branded products, and Buyer agrees to look only to such third parties for any warranty claim relating thereto.
Grace does not warrant that the functions contained in the Grace product(s) will meet buyer's requirements, or that the operation of the Grace product(s) will be uninterrupted of error-free, or that defects in the Grace product(s) will be corrected.
Furthermore, Grace does not warrant or make any representations regarding the use or the results of the use of the Grace product(s) or related documentation in terms of their correctness, accuracy, reliability, or otherwise.
No oral or written information or advice given by Grace or any Grace authorized representative shall create a warranty or in any way increase the scope of Grace Liability.
Buyer's exclusive remedy and Grace entire liability under this Agreement will be, at Grace Option, to repair or replace the Grace products or refund the fee paid therefore upon its return to Grace or Grace authorized representative with a copy of Buyer's receipt within thirty days from delivery of the products to Buyer.

11. LIMITATIONS OF LIABILITY
Grace will not under any circumstances, whether as a result of breach of contract, breach of warranty, tort, or otherwise, be liable for consequential, incidental, special, indirect, or exemplary damages, however caused, including, but not limited to, loss of profits or revenues, loss of use of or damage to any associated equipment, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of buyer's customers, arising out of the use of or inability to use Grace products or services, even if Grace has been advised of the possibility of such damages. Grace’s liability on any claim of any kind whether in contract, tort (including negligence) or otherwise for any loss or damage arising out of, resulting from, or concerning any aspects of this agreement or from the products or services furnished hereunder shall not exceed the price of the specific product or shipment which gives rise to the claim, and no claim may be brought against Grace more than one year after any cause of action accrues.

12. RETURNS
Grace will repair or replace (at its option) any defective unit that is returned within 30 days of receipt by purchaser provided that return authorization is timely requested by Buyer and authorized in writing by the Sales Department of Grace Global Corporation.
Non-defective units cannot be returned without the prior written consent of the Sales Department of Grace, and, if return is authorized, such returned units may be subject to a 15% restocking fee.
Requests for return authorization of defective or non-defective units must be made within 5 days of receipt.
All returns must be made with shipping and handling prepaid to the Grace office designated.
All returns must be made in the original carton and packing materials, with all accessories and a copy of the original invoice.
Returned merchandise must be in a resalable condition or a refurbishing charge will be assessed.
No credit can be allowed by Grace for items damaged in transit.
All items returned which are not eligible for credit will be returned to the purchaser, transportation collect.
System hardware, software and special orders that have been assembled or installed can only be exchanged for items of the same kind or repaired by Grace, at Grace option.

13. CREDITS
All credits will be allowed in accordance with the prices in effect on the day the products were originally shipped and invoiced to Buyer.

14. GENERAL
No modification, amendment, recission, waiver or other alteration or change will bind Grace unless agreed to in a writing signed by Grace. This document contains the entire understanding and agreement of the parties concerning the purchase and sale of the items listed on the front hereof. Any proposal, negotiation, representation, promise, (course of dealing or trade usage) not contained or referenced herein will not bind Grace.
Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, except that:
(a) both parties may assign their right to receive payment; and
(b) Grace may use subcontractors in the performance of its obligations, in which case Grace will remain responsible for the performance by such subcontractors.
Grace represents with respect to the production of the articles and/or the performance of the services stated herein, it has fully complied with all of the applicable provisions of the Fair Labor Standards Act of 1938, as amended, including sections 6,7 and 12, regulations under section 14, and all other applicable Administrative Regulations.
In connection with performance of work hereunder, Grace agrees to comply with all provisions, including specifically paragraphs (1) through (7), of Sec. 202, of Executive Order No. 11246 of September 24, 1965, as amended, and rules, regulations, and orders pertaining thereto.

15. SECURITY INTEREST
Buyer hereby grants Grace a security interest in all goods covered by this Agreement as security for the performance by Buyer of all its obligations under these terms.
In the event
(a)Buyer defaults in the payment of any monies due to Grace hereunder beyond the tenth day after the same is due or
(b) Buyer defaults in the performance of any other of its obligations under these terms for a period of ten days after receipt by Buyer or notice thereof from Grace, or
(c) Buyer files a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee or makes an assignment for the benefit of creditors or enters into an arrangement with creditors or
(d) suffers a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee against it and Buyer fails to secure a discharge thereof within thirty days, then in any such event Grace may at its option do any or all of the following:
(i) Collect from Buyer a service charge on all monies due;
(ii) Terminate the sale;
(iii) Whether or not this sale is terminated, take immediate possession of any or all of the equipment wherever situated and for such purpose enter upon any premises without liability for so doing;
(iv) Sell, dispose of, hold, use, or lease all or any of the equipment as Grace in its sole discretion may decide without any duty to account to Buyer.

Buyer shall in any event remain fully liable for damages as provided by law and for all costs and expenses incurred by Grace on account of such default including all court costs and reasonable attorney's fees. The rights afforded Grace under this paragraph shall not be deemed to be exclusive but shall be in addition to any rights or remedies provided by law.

16. NO INFRINGEMENTS
In no event shall Grace be liable to third parties for damages of any type arising out of Buyer's use of the Grace branded products. Buyer furthermore represents and warrants to Grace that any services by Grace at Buyer's request on material supplied by Buyer, are not in violation or infringement of any person's statutory or common law copyright or other proprietary rights: and Buyer agrees to indemnify Grace from and against all liability, loss or damage, including reasonable counsel fees, resulting from a claimed violation or infringement of any person's proprietary rights or any litigation based thereon, or from Buyer's use of the Grace products.

17. ARBITRATION
Any dispute between the Buyer and Grace shall be referred to and resolved by arbitration in accordance with the Uniform Arbitration Act NMSA 1978, Sections 44-7A-1 through 44-7A-32. In any arbitration, the prevailing party shall be entitled to an award of costs and reasonable attorney's fees.

18. APPLICABLE LAWS
The laws of the State of Utah shall govern relative to any dispute between the Buyer and Grace. The venue for arbitration or any cause of action brought by any party in connection with this agreement shall be in the County of Salt Lake City, State of Utah.

19. EXPORT LAWS
Products, services, technology, materials, tools, and technical data delivered by or to Grace may be subject to U.S. export controls or the trade laws of other countries. Buyer and Grace agree to comply with all export control regulations and acknowledge that they have the responsibility to obtain such licenses to export, re-export or import as may be required.

Revised January 2009