Terms and Conditions of Sale Effective June 2007                          

ALL ORDERS ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW, AS WELL AS THOSE APPEARING IN ORDER ACKNOWLEDGEMENT, ORDER CONFIRMATION OR INVOICE RECEIVED BY THE CUSTOMER FROM TELOG INSTRUMENTS. ANY CONFLICTING OR ADDITIONAL TERMS IN ANY PURCHASE ORDER OR OTHER DOCUMENT FURNISHED BY THE CUSTOMER SHALL NOT BE BINDING ON TELOG INSTRUMENTS, UNLESS SPECIFICALLY AGREEDED TO BY TELOG INSTRUMENTS IN WRITING.

Quotations and Order Approval
The Telog Sales Department will furnish verbal or written quotations and Performa invoices upon request. All quotes are valid for 30 days, unless otherwise stated. No order shall be binding on Telog unless the customer receives a confirmation accepting the order. Telog reserves the right to discontinue any product at any time without notice. All changes to specifications, quantities, or delivery requested by customer after Telog has mailed the order confirmation are subject to approval by Telog. 

Pricing and Payment Terms
Prices are FOB, Victor, NY, in US dollars, unless otherwise stated, and include standard packing in accordance with domestic practices. The cost of shipping will be added to the invoice. All risk of loss and damage in transit shall be borne by the customer. Claims for damage in transit must be filed by the customer with the carrier.  Prices are subject to change without notice. Payments are to be made in US funds. For orders over $50, the terms for customers with established credit are Net 30 Days. Orders under $50 are accepted with credit card payment (VISA, MasterCard or American Express).  

Taxes
Sales, use and other taxes are not included in product pricing. Any applicable taxes will be added and paid by the customer, or in lieu thereof, the purchaser will provide Telog with a tax exemption certificate or resale certificate acceptable to the taxing authorities.  

Force Majeure
Telog shall not be liable for failure to deliver or delays occasioned by causes beyond Telog’s control, including without limitation, labor shortages, strikes, lockouts, fires, inability to obtain materials, breakdowns, delays of carriers or suppliers, and government acts and regulations. Notwithstanding  anything to the contrary, herein or in any confirmation, invoice or purchase order, Telog reserves the right to cancel the undelivered portion of any order upon written notice to the customer in the event of any unforeseen increase in Telog’s  cost of materials, supplies, labor, services or other costs.

Intellectual Property
The customer agrees and acknowledges that it is not acquiring any ownership or other interest of any kind whatsoever in any of Telog’s trademarks, trade names, patents, copyrights, registrations, know-how, trade secrets, common law rights in any of the foregoing, computer software, (including documentation and source code) or any other intellectual property of any kind whatsoever or the goodwill associated or which may become associated therewith. In addition, the customer agrees and acknowledges that Telog does not warrant against infringement of any such intellectual property owned by third parties by any of Telog’s products or components and Telog shall have no liability of any kind whatsoever with respect to any such infringement. 

Cancelled Orders and Return of Product
A restocking charge of 20% of net selling price plus all transportation costs will be assessed for returning any unused standard product to Telog. Equipment shipped in error by Telog will be replaced at no additional cost to the customer. Claims for errors in shipment must be made within 10 days after receipt of product. No product shall be returned unless authorized by Telog in writing.  

Warranty
Telog warrants each product it manufactures to be free from defects in material and workmanship under normal use and service. Software is warranted to operate in accordance with its programmed instructions. It is not warranted to be error free. This warranty extends only to the original buyer and shall not apply to computer media or batteries The warranty period shall extend for one (1) year from the date of delivery. 

Telog’s obligation under this warranty is limited to repairing or replacing, at Telog’s option, a product that is returned within the warranty period and is determined to be defective by Telog. If Telog determines that misuse, alterations, or abnormal conditions of operations or handling have caused the defect or malfunction, Telog will repair the product and bill the customer for the reasonable cost of repairs. If the warranty period has expired, Telog will submit an estimate of the repair costs before work is started, if requested by the customer. 

To obtain repair service under this warranty, customer must first obtain a Return Material Authorization (RMA) number by contacting the Telog Customer Service Department or Sales Department. The product should then be shipped to the factory, transportation prepaid, with a written description of the malfunction and a Cleaning Certificate, if applicable. The product will be repaired and returned to the customer, freight prepaid. 

The foregoing warranty is the customer’s sole and exclusive remedy and is in lieu of all warranties, expressed and implied, including but not limited to any implied warranty of merchantability or fitness for a particular use or purpose. Telog shall not be liable for any special, indirect, incidental or consequential damages or loss in contract, tort or otherwise.  

Arbitration and Law
Disputes which arise from orders and which can not be settled amicably by the parties will be settled by arbitration in Victor, New York, USA under the prevailing rules of the commercial conciliation and arbitration rules of the American Arbitration Association. The laws of the Sate of New York, excluding its conflicts of law provisions, govern the interpretation and enforcement of this document. 

Unenforceable Provisions
In the event that one or more provisions of this document is held to be unenforceable, the remaining provisions apply in full and the invalid or unenforceable provision will be replaced by a provision which lawfully enforces the parties’ intention underlying the invalid or unenforceable provision.