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TERMS AND CONDITIONS OF SALE

Dedicated Networks, Inc.

Dedicated Networks, Inc. seeks to be the best in class reseller of networking equipment.  These Terms and Conditions shall govern our relationship. We are a family owned business that relies upon people and our reputation. We strive to put our customers first and for 100% customer satisfaction.  Thank you for your continued business and support.

 Applicability:  These Standard Terms and Conditions of Sale (these "Terms") are the only terms which govern the sale of the goods ("Goods") by Dedicated Networks, Inc. or any affiliated company .(respectively, a "Seller") to any customer ("Buyer"), unless a written contract signed by both parties is in existence covering the sale of the Goods and is expressly incorporated by reference in these Terms. Any quotation, invoice, packing slip, order acknowledgement or the like issued by Seller (the "Sales Confirmation" and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede any and all prior agreements. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

Delivery: The goods will be delivered within a reasonable time after the receipt of Buyer's purchase order. Seller shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods FOB to Buyer’s dock (the "Delivery Point") using Seller's standard methods for packaging and shipping such Goods and, unless Seller has made other arrangements with Buyer, Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.

If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related resulting costs and expenses (including, without limitation, storage and insurance) incurred or suffered by Seller.  The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

Non-Delivery: The Seller shall not be liable for any claimed non-delivery of Goods (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within twenty (20) days of the date when the Goods would in the ordinary course of events have been received.  Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

Title and Risk of Loss: Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.

Amendment and Modification: These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

Inspection and Rejection of Nonconforming Goods: Buyer shall inspect the Goods within ten (10) days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer's purchase order.  If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer at Seller’s expense, the replaced Goods to the Delivery Point.Buyer acknowledges and agrees that the remedies set forth in this Sectionare Buyer's exclusive remedies for the delivery of Nonconforming Goods.

Price:Buyer shall purchase the Goods from Seller at the Price[s] set forth in Seller's Sale Confirmation.  All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.

Payment Terms/Invoicing: Buyer shall pay all invoiced amounts due to Seller within the payment terms noted on Seller’s invoice, and shall remit to Seller’s “Remit To” address (or to Seller’s designated bank account) in U.S. dollars. Buyer shall pay a service charge on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all such service charges as well as for all costs and expenses incurred by Seller in collecting any late payments invoiced by Seller, including, without limitation, Seller’s reasonable attorneys' fees (in jurisdictions where law mandates a stated rate of attorney’s fees, same shall be 30% of the outstanding balance, or less if fee actually charged is less). In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder. Buyer may not withhold payment of any amounts due and payable as invoiced by Seller by reason of any set-off of any claim or dispute with Seller.

No Warranty: UNLESS OTHERWISE AGREED TO IN WRITING BY SELLER, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) EXPRESS WARRANTY, (B) IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, INCLUDING IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.  THE SALE OF GOODS IS ON A “AS IS/WHEREAS” BASIS.

Limitation of Liability: IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE AFFECTED GOODS SOLD BY SELLER TO BUYER.

Buyer’s Acknowledgment and Assumption of Responsibility: Buyer acknowledges that the Goods may contain Personally Identifiable Information or Sensitive Personal Information, including without limitation, personal, confidential or non-public information and expressly accepts sole responsibility for wiping said data or information, without limitation, prior to Buyer’s use or resale of the Goods.  Buyer hereby agrees to defend, indemnify and hold Seller harmless from any and all related claims, suits, damages or losses, of whatever kind or nature, arising from or related to the release, disclosure, or misappropriation of information or electronic data from the Goods; in addition thereto, Buyer agrees to pay all of Seller’s reasonable attorneys fees and costs related to Seller’s enforcement of these Terms and Conditions of Sale.

Compliance with Law: Buyer shall comply with all applicable laws, regulations and ordinances. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

Termination: In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

Waiver: No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Force Majeure: The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by an event or circumstance that is beyond the reasonable control of Seller, without Seller’s fault or negligence, and which by its nature could not have been foreseen by Seller  including but  not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, war, terrorist acts, civil unrest, national emergency, labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or telecommunication breakdown or power outage.

Assignment: Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No permitted assignment or delegation shall relieve Buyer of any of its obligations hereunder.

Governing Law:

 All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule.

Submission to Jurisdiction:

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Minnesota, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.

Severability:

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 


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