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Communications International, Inc.
<br />Terms and Conditions
<br />Equipment and Services
<br />Important Information about These Terms and Conditions. These Terms
<br />and Conditions constitute a binding agreement between you as the
<br />"Cu stomeP'and Communications International, Inc. ("Ci") as seller and
<br />are referred to herein as either "Terms and Conditions" or this
<br />"Agreement'. Customer and Ci may be individually referred to as a "Tgm�"
<br />or collectively referred to as "Parties". By engaging Ci to perform any
<br />"Services" and/or procure any "Equipment" Customer accepts these Terms
<br />and Conditions.
<br />Definitions. "Customer's Environment" means the sites and other
<br />communications facilities, including but not limited to the existing
<br />computers, operating systems, towers and other equipment and systems, as
<br />the same may be from time to time amended, modified, or supplemented,
<br />within which Customer intends to use the Equipment and Services
<br />procured hereunder. " ui meat" means the equipment listed on Exhibit
<br />A to be supplied by Ci under this Agreement as the same may be from time
<br />to time amended, modified, or supplemented. "Services" means the work
<br />to be performed by Ci under this Agreement, as set forth on Exhibit B, as
<br />the same may be from time to time amended, modified, or supplemented.
<br />"Software" means standard software components in object code form
<br />developed by an Equipment manufacturer, and which are contained within
<br />the Equipment when initially delivered or as thereafter upgraded pursuant
<br />to the terms hereof. All other capitalized terms are defined when they first
<br />appear.
<br />Term. This Agreement will begin when it is accepted by Ci and will remain
<br />in effect for one year unless a different term is specifically agreed in writing
<br />between the Parties (each a "Term"). Thereafter, the Services provided
<br />under this Agreement shall automatically renew in twelve (12) month
<br />increments unless either Party notifies the other of its decision to terminate
<br />this Agreement by providing the other Party sixty (60) days written notice
<br />prior to the expiration of the Term then in effect.
<br />Notwithstanding that this Agreement may terminate prior to the expiration
<br />of an individual Order's term, it is expressly agreed that any Order issued
<br />pursuant to this Agreement shall continue to be in full force and effect until
<br />the expiration of such Order's stated minimum term.
<br />Orders and Quotations. Customer shall issue orders (hereinafter defined as
<br />"Orders") to Ci on Ci's order form or Customer's order form. At a
<br />minimum, such Orders shall include the following information:
<br />1. Description of Equipment to be purchased and Software to be licensed.
<br />2. Quantity of each item of Equipment or Software.
<br />3. Unit installation price for each item (if applicable).
<br />4. Unit purchase price for each item
<br />5. Requested delivery date.
<br />6. Shipping location and Customer prime contact at shipping location.
<br />7. Billing address and billing contact.
<br />8. Required Ci Services such as standard handling, installation,
<br />maintenance, training, and engineering costs (if applicable), and their
<br />respective charges.
<br />Ci will acknowledge acceptance or rejection of Orders within fifteen (15)
<br />days after receipt of the Order by Ci. Once accepted, the Order is
<br />noncancelable. If Ci proposes a shipment schedule different from the
<br />schedule requested by Customer, Customer must notify Ci of its rejection
<br />of such alternate shipment schedule within fifteen (15) days after mailing
<br />of such notification by Ci, or the Ci acknowledged shipping date shall be
<br />deemed to be accepted by Customer.
<br />Only written quotations are valid and are good for Orders received by Ci
<br />within thirty (30) days, unless otherwise extended in writing. Quoted
<br />shipping costs, if any, are best estimates only and will be added to the
<br />invoice along with applicable taxes. After quote expiration, prices are
<br />10.Co.01.A.2.1
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<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. SUTLER, CLERK
<br />subject to change without notice. All orders are subject to approval from
<br />Ci's Finance Department. If credit is not approved, shipment of the
<br />Equipment can only be made with Cash in Advance. Payment terms are as
<br />set forth below unless differing terms are stated in the quotation
<br />documentation and are subject to change if Customer's financial condition
<br />or payment record change. Ci may discontinue performance if Customer
<br />fails to pay any sum due or fails to perform under this or any other
<br />agreement with Ci.
<br />Risk of Loss and Title. All shipments are made F.O.B. origin with risk of
<br />loss or damage passing from Ci to Customer upon shipment. If there is
<br />damage or loss to Equipment during transit, claims must be made
<br />immediately by the Customer. Returns are subject to Ci's prior approval
<br />and applicable charges, including restocking fees for returned Equipment
<br />at 25% of the invoiced price.
<br />No returns will be received or accepted by Ci unless a prior written
<br />authorization has been issued.
<br />Ci reserves and Customer grants a purchase money security interest in any
<br />Equipment shipped hereunder and the Customer agrees to do all acts
<br />necessary to perfect and maintain such right and security interest of Ci.
<br />Customer irrevocably authorizes Ci to execute and file in any jurisdiction
<br />any financing statement or amendment thereto to perfect (or continue the
<br />perfection of) Ci's security interest.
<br />WARRANTY. ALL EQUIPMENT FURNISHED HEREUNDER IS
<br />WARRANTED UNDER THE EQUIPMENT MANUFACTURER'S
<br />WARRANTY. THE EQUIPMENT MANUFACTURER'S
<br />WARRANTIES SHALL BE PROVIDED BY CI UPON REQUEST.
<br />CI WARRANTS THAT THE SERVICES PERFORMED OR
<br />FURNISHED HEREUNDER SHALL BE PROVIDED BY
<br />QUALIFIED, TRAINED INDIVIDUALS IN A PROFESSIONAL
<br />AND WORKMANLIKE MANNER CONSISTENT WITH
<br />INDUSTRY STANDARDS, IN COMPLIANCE WITH
<br />APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AND IN
<br />ACCORDANCE WITH THE TERMS, SPECIFICATIONS, AND
<br />REQUIREMENTS OF THIS AGREEMENT. THE SAME
<br />STANDARDS OF CARE SHALL BE REQUIRED OF ANY
<br />SUBCONTRACTOR ENGAGED BY CI.
<br />THE EXPRESS WARRANTY SET FORTH ABOVE, IS THE
<br />EXCLUSIVE WARRANTY OFFERED BY CI AND IS IN LIEU OF
<br />ANY AND ALL OTHER CONDITIONS AND WARRANTIES OF
<br />ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR
<br />STATUTORY AND CI MAKES NO WARRANTY OF
<br />MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR
<br />PURPOSE. WARRANTIES ARE LIMITED TO THOSE
<br />PROVIDED BY MANUFACTURERS.
<br />Customer's Environment. Customer agrees that it will in no event alter,
<br />modify, repair, disassemble, adjust, the Customer's Environment existing
<br />as of the date hereof unless approved by Ci. Ci will not be liable to the
<br />extent that any breach of the foregoing warranties is caused by (i) third -
<br />party components not provided by or approved in writing by Ci; (ii)
<br />modifications to the Equipment or Software not made by Ci (iii)
<br />unauthorized use or use of the Equipment or Software other than in
<br />accordance with the documentation; (iv) bugs, failures, or anomalies
<br />resulting from changes in the Customer's Environment, including
<br />operating system updates, with the exception of critical security patches,
<br />software patches, other than those provided by Ci, and hardware, firmware
<br />and/or hardware -software upgrades or updates; (v) use of the Equipment or
<br />Software in an environment other than the Customer's Environment;
<br />(vi) use of the System on hardware not identified as compatible by Ci; (vii)
<br />damages or losses caused by a Force Majeure events (as defined herein);
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