CompassCom Terms and Conditions of Sale

1. SCOPE. All products are offered for sale and sold by CompassCom Software Corporation. (‚ÄúCompassCom”) subject to the terms stated herein. This offer expressly limits acceptance to these terms and any additional, different or inconsistent terms proposed by Customer, whether in writing or otherwise, are hereby rejected. CompassCom shall not be bound by any other terms unless expressly agreed in a writing signed by CompassCom stating that such terms shall supersede those stated herein. Acceptance by Customer of these terms may be made either by written acceptance or by receipt by Customer of delivery of product or service from CompassCom. If there is a separate formal written agreement executed by the parties, these terms shall supplement and bind the parties where not in conflict with that written agreement. In the event of any conflict, that separate written agreement controls.

2. PRICES. All prices are subject to adjustment by CompassCom on account of specifications, quantities, shipment arrangements or other conditions, which are not part of the original price quotation. Customer acknowledges pricing is likely to increase from time to time.

3. PAYMENT. All payments must be in U.S. funds. Unless otherwise stated in the order acknowledgment, terms are cash on delivery. If satisfactory open account credit is established, then until withdrawn: (a) terms of sale for a delivery in the United States are net thirty (30) days from invoice date up to available credit limit; and (b) payment for a delivery outside the United States shall be by payment in advance and/or by irrevocable letter of credit issued by a bank satisfactory to CompassCom, advised/confirmed by a U.S. bank, payable to CompassCom in U.S. funds, payable at sight. CompassCom may elect to separately invoice any partial delivery. Customer shall pay each invoice without regard to other deliveries. Customer shall pay all amounts indicated on each invoice without setoff for any amount Customer may claim due from CompassCom and regardless of any controversy that may exist. Customer acknowledges that time is of the essence. CompassCom may at any time limit or cancel credit and demand cash on delivery or payment in advance.

4. PAST DUE. Past due balances are subject to a monthly interest charge computed at a periodic rate of one-and-one-half percent (1.5%) per month, but not to exceed the highest rate allowed by law. Customer acknowledges that the late payment of any invoice will cause CompassCom to lose the use of that money and incur administrative costs and processing and accounting expenses, the exact amount of which is extremely difficult to ascertain. Therefore, CompassCom may impose a late charge equal to six percent (6%) of such past due to balance. Customer and CompassCom agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to CompassCom for the loss suffered from such non-payment by Customer. In addition, Customer is liable for all reasonable fees associated with the collection of Customer’s delinquent account including, without limitation, reasonable legal and court fees, to the extent not prohibited by applicable law.

5. TAXES. Prices quoted or accepted are exclusive of federal, state, municipal or other government sales, excise, use, occupational or like taxes, tariffs, customs, and all export duties and other fees and export costs. These taxes, fees and charges are Customer’s sole responsibility. Prices are subject to increase by the amount of any of these taxes, fees or charges which CompassCom pays or is required to pay or collect on sale or delivery of a product. Any tax exemption certificate or similar document or proceeding required to exempt the sale of products from any tax, tariff, duty, fee or the like, shall be obtained by Customer and provided to CompassCom before delivery, all at Customer’s expense.

6. CANCELLATION. Customer may not cancel, reschedule or modify an order unless Customer makes a request in writing and such request is approved in writing by an authorized CompassCom representative.

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