REWIRED AV CORP., (SELLER) and the purchaser of the items covered by this Sales Order whose name appears on the reverse side hereof, (BUYER), agree that the following Terms and Conditions of Sale shall be applicable to this transaction, except as specifically superseded or amended by a typed statement in the body of this Quotation/Sales Order.

1. GENERAL – The terms and conditions of this contract constitute the entire agreement and supersede all previous agreements between the parties. No provisions of purchase orders will prevail in conflict with these terms unless agreed to in writing by an Agent of REWIRED AV CORPORATION. This agreement shall be interpreted and governed by the laws of the State of New York, U.S.A. Buyer agrees that it may be served in the State of New York and appoints the Secretary of the State of New York as his agent to accept Service of Summons. 2. DELIVERY – Unless shown to the contrary within the body of this Quotation/Sales Order, all products are shipped F.O.B. Shipping Point of origin and BUYER shall pay all freight and delivery charges. Any special or non-customary handling charges by a carrier shall also be the responsibility of the BUYER. Damage and risk of loss of any nature after delivery shall be at BUYER’S sole risk. SELLER shall not be liable for any default or delay that, for any reason whatsoever, interferes with or impedes production or delivery of the products ordered. All promises of delivery are made in good faith and SELLER shall be diligent in its efforts to fulfill them. SELLER shall not, in any event, be liable for costs or damages for failure to meet the estimated delivery date whether reasonably foreseen or otherwise. 3. CREDIT – Notwithstanding the terms stated herein, SELLER may either accelerate or withhold shipment, or both, at anytime that BUYER is in default or in the event that BUYER’S credit becomes unacceptable to SELLER’S credit department. 4. PAYMENT – Payment shall be as provided on this Quotation/Sales Order. BUYER agrees to pay 1% per month interest on all amounts not paid when due. BUYER also agrees to pay any and all expenses incurred by REWIRED AV CORPORATION in the collection of past due amounts. 5. SECURITY – REWIRED AV CORPORATION shall have the right, in addition to all other rights it may possess to withhold shipment in whole or in part, to recall goods in transit or to repossess all goods which might be stored with REWIRED AV CORPORATION for the BUYER’S account without the necessity of taking any other proceedings in the event of BUYER default(s) or adverse credit reason(s). The foregoing shall not be construed as limiting in any manner the rights or remedies available to REWIRED AV CORPORATION because of any default(s) of the BUYER under the applicable Uniform Commercial Code as in force and effect. 6. PRICES – The prices quoted herein and/or and supplementary schedules, unless otherwise indicated, do not include installation or any sales, use, excise, or similar taxes levied by the United States, or any state in local subdivision thereof, or other governmental agency. BUYER covenants and agrees he shall pay either to SELLER or to the applicable governmental authority any such taxes in the amount applicable to the product or the transac-tions described in this instrument, and in the event of failure to do so, BUYER agrees to hold SELLER harmless from any claim, cost or expense as a result of failure to make such payment. 7. ERRORS – SELLER reserves the right to correct clerical and typographical errors as well as any errors (of omission or commission), or misstatements by any REWIRED AV CORPORATION representative consistent with good business practice. 8. CUSTOM BUILT EQUIPMENT – BUYER’S acceptance of the proposal and the receipt of BUYER’S down payment at REWIRED AV CORPORATION, NEW YORK, N.Y. headquarters will constitute authorization to REWIRED AV CORPORATION to begin procurement of raw materials and fabrication for custom-built equipment. Materials procurement and/or fabrication shall not commence until the down payment, in the amount specified herein, has been received at REWIRED AV CORPORATION, NEW YORK, N.Y. 9. CANCELLATION – Cancellation of this order by BUYER shall obligate BUYER to pay a fifteen percent (25%) cancellation charge (to cover return shipping and manufacturer restocking fees), plus all expenses incurred in commitments made by SELLER and all unrecoverable costs incurred by SELLER. 10. RETURN OF GOODS – Acceptance of goods for return shall be made only with prior written authorization by SELLER and in accordance with SELLER’S standard policy relevant to restocking charges. 11. BREACH – In the event of Breach of BUYER or termination of the contract by SELLER as a result of BUYER’S credit position, SELLER shall be entitled to recover loss of profits, termination or cancellation charges and all other damages obtainable under the Commercial Code of the State of New York and costs of collection including reasonable attorney’s fees. Interest shall be awarded and paid at the rate of 12% per annum or the highest legal rate in the state of jurisdiction, whichever is lesser. 12. WARRANTY – Any service performed by REWIRED AV CORPORATION is warranted in regard to workmanship for a period of 6 months from BUYER sign off of completion of work. All equipment provided is covered by manufacturer’s warranty only. NO OTHER WARRANTY OR GUARANTEE EXPRESSED OR IMPLIED INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE IS MADE UNLESS THE SAME IS SPECIFICALLY SET FORTH WITHIN THE BODY OF THIS QUOTATION / SALES ORDER. Insofar as equipment manufactured and/or fabricated by REWIRED AV CORPORATION, the liability of REWIRED AV CORPORATION shall be limited to written warranty policy specifically set forth within the body of this Quotation/Sales Order. 13. CLAIMS – Claims for defective goods must be made within 30 days after receipt of shipment. Shipment is made at BUYER’S expense and risk and all claims for merchandise damage in shipment, or for undelivered merchandise must be made with the forwarder by the consignee. SELLER will not be responsible for shortages that are not reported within 10 days after receipt of shipment. SELLER shall have no liability for repair or replace-ment of equipment damaged in shipment or damaged as determined in the judgment of SELLER by neglect or misuse, willful or otherwise. 14. DAMAGES – BUYER specifically agrees that SELLER shall not be liable for any damages, injury, loss of profit, delays or any other consequential or prospective loss or damage suffered through use of the equipment purchased herewith, or by reason of the equipment’s failure to perform. BUYER further agrees that in any event, recovery against SELLER or the equipment manufacturer shall be limited to repayment of the purchase price upon return of equipment or to repair and replacement of defective parts, but such recovery shall not exceed the purchase price of the equipment unless otherwise stated in the body of this Quotation / Sales Order. 15. CONSTRUCTION – In the event any provisions of this agreement is not enforceable, all other terms and provisions of this agreement, nevertheless shall remain in full force and effect.