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RSA:961308
<br /> AVI Systems General Terms and Conditions of Sale
<br /> The following General Terms&Conditions of Sale(the"T&Cs)in combination with either(a)a signed Retail Sales Agreement or(b)Quote under which AVI
<br /> Systems,Inc("AVI")agrees to supply goods or services constitute a binding contract(the-Agreement.)between AVI and the entity identified on page one of the
<br /> Retail Sales Agreement or Quote(the"Customer"). In the absence of a separately negotiated"Master Services Agreement"between AVI and Customer signed
<br /> in"wet ink"by the Chief Executive Officer or Chief Financial Officer of AVI,these T&C's shall apply. Any terms and conditions set forth in any correspondence,
<br /> purchase order or Internet based form from Customer to AVI which purport to constitute terrns and conditions which are in addition to those set forth in this
<br /> Agreement or which attempt to establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by AVI unless the same has -
<br /> been manually countersigned in wet ink by an Officer of AVI.
<br /> 1. Changes In The Scope of Work—Where a Scope of Work is included with this Agreement,costs resulting from changes in the scope of this
<br /> project by the Customer,including any additional requirements or restrictions placed on AVI by the Customer or its representatives,will be added to the
<br /> contract price. When AVI becomes aware of the nature and impact of the change,a contract Change Order will be submitted for review and approval
<br /> by the Customer before work continues. AVI has the right to suspend the work on the project pending Customers written approval of the Change
<br /> Order.
<br /> 2. Ownership and Use of Documents and Electronic Data—Where applicable.drawings, specifications,other documents,and electronic data
<br /> furnished by AVI for the associated project under this Agreement are instruments of the services provided. These items are"Confidential Information"
<br /> as defined in this Agreement and AVI shall retain all common law.statutory and other reserved rights, including any copyright in these instruments.
<br /> These instruments of service are furnished for use solely with respect to the associated project under this Agreement. The Customer shall be permitted
<br /> to retain copies of any drawings,specifications,other documents,and electronic data furnished by AVI for information and reference in connection with
<br /> the associated project and for no other purpose.
<br /> 3. Proprietary Protection of Programs—Where applicable this Agreement does not cause any transfer of title,or intellectual rights,in control
<br /> systems programs,or any materials produced in connection therewith. including any source code.Any applications or programs supplied by AVI are
<br /> provided,and are authorized for installation,execution,and use only in machine-readable object code form.This Agreement is expressly limited to the
<br /> use of the programs by the Customer for the equipment in connection with the associated project.Customer agrees that it will not seek to reverse-
<br /> engineer any program to obtain source codes,and that it will not disclose the programs source codes or configuration files to any third party,without
<br /> the written consent of AVI. The programs,source codes and configuration files,together with AVI'know-how and integration and configuration
<br /> techniques,furnished hereunder are proprietary to AVI,and were developed at its private expense. If Customer is a branch of the United States
<br /> government,for purposes of this Agreement any software furnished by AVI hereunder shall be deemed"restricted computer software", and any data,
<br /> including installation and systems configuration information,shall be deemed"limited rights data".as those terms are defined in FAR 52.227-14 of the
<br /> Code of Federal regulations.
<br /> 4. Shipping and Handling and Taxes—The prices shown are F 0 B.manufacturer's plant or AVI's office depending on where items are located when
<br /> direction is issued to ship to the point of integration.The Customer,in accordance with AVI's current shipping and billing practices.will pay all
<br /> destination charges. In addition to the prices on this Agreement,the Customer agrees to pay amounts equal to any sales tax invoiced by AVI.or(where
<br /> applicable)any use or personal property taxes resulting from this Agreement or any activities hereunder. Customer will defend,indemnify and hold
<br /> harmless AVI against any claims by any tax authority for all unpaid taxes or for any sales tax exemption claimed by Customer.
<br /> 5. Title—Where applicable,title to the Equipment passes to the Customer on the earlier of,(a)the date of shipment from AVI to Customer,or(b)the
<br /> date on which AVI transmits its invoice to Customer.
<br /> 6. Security Interest—In addition to any mechanics'lien rights,the Customer.for value received hereby grants to AVI a security interest under the
<br /> Minnesota commercial code together with the a security interest under the law(s)of the state(s)in which work is performed or equipment is delivered.
<br /> This security interest shall extend to all Equipment.plus any additions and replacements of such Equipment,and all accessories,parts and connecting
<br /> Equipment now or hereafter affixed thereto.This security interest will be satisfied by payment in full unless otherwise provided for in an installment
<br /> payment agreement.The security interest shall be security for all sums owed by Customer under this Agreement. A copy of this Agreement may be
<br /> filed as a financing statement with the appropriate authority at any time after signature of the Customer.Such filing does not constitute acceptance of
<br /> this Agreement by AVI
<br /> 7. Risk of Loss or Damage—Notwithstanding Customer's payment of the purchase price for Equipment,all risk of loss or damage shall transfer from
<br /> AVI to Customer upon transfer of Title to Customer. Customer shall be responsible for securing insurance on Equipment from this point forward.
<br /> 8. Receiving/Integration—Unless the Agreement expressly includes integration services by AVI,the Customer agrees to furnish all services required
<br /> for receiving,unpacking and placing Equipment in the desired location along with integration. Packaging materials shall be the property of the
<br /> Customer.
<br /> 9. Equipment Warranties—To the extent AVI receives any warranties from a manufacturer on Equipment: it wit pass them through to Customer to
<br /> the full extent permitted by the terms of each warranty. Factory warranties vary by manufacturer, and no additional warranties are expressed or
<br /> implied.
<br /> 10. General Warranties—Each Party represents and warrants to the other that(i)it has full right. power and authority to enter into and fully perform
<br /> its obligations under this Agreement,including without limitation the right to bind any party it purports to bind to this Agreement:(ii)the execution,
<br /> delivery and performance of this Agreement by that Party does not conflict with any other agreement to which it is a Party or by which it is hound,and
<br /> (it)it will comply with all applicable laws in its discharge of its obligations under this Agreement. AVI warrants,for a period of 90 days from Substantial
<br /> Completion,the systems integration to be free from defects in workmanship. CUSTOMER WARRANTS THAT IT FIAS NOT RELIED ON ANY
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