1. General

(a) These Terms and Conditions shall apply to all Contracts for Goods (hardware, software, firmware, fiber and accessories) sold or Services work done by Sensuron LLC (hereinafter referred to as “Sensuron”) and purchased by any customer (hereinafter referred to as “Customer”).

(b) These terms and conditions shall constitute the whole agreement between Sensuron and its Customers and may not be modified or varied unless specifically accepted by Sensuron in writing.

(c) Each order received and accepted by Sensuron will be deemed to be a separate Contract to which these conditions of sale shall apply.

2. Prices and Orders

(a) Quotations are made by Sensuron upon Customer’s request but there is no obligation for either party until Sensuron accepts the Customer’s order.

(b) Sensuron reserves the right (without prejudice to any other remedy) to cancel any order or to suspend delivery in the event of not being granted an export license for any part of the order. Such cancellations will incur a fee, in proportion to the value of the order. No orders will be accepted from customers listed in the embargoed countries for the Strategic Export Control. (See http://www.export.gov/regulation/index.asp)

3. Delivery

(a) Any delivery date quoted is only an estimate and not of the essence. Sensuron accepts no liability and responsibility for any delay in delivery or failure to deliver.

(b) Delivery of the Goods is FOB Origin. Delivery of the Goods to a carrier for transmission to the Customer or the prior delivery of the Goods to the stipulated place of delivery shall constitute delivery to the Customer and the risk therein shall, upon such delivery pass to the customer.

(c) If the goods are not received by the Customer within seven days from the date of the relevant delivery, the carrier and Sensuron must at once be informed.

(d) Unless otherwise agreed in writing, Sensuron shall be entitled to make partial deliveries or deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery.

(e) The customer shall not delay any requested delivery times stated in the Contract without the prior written agreement of Sensuron.

4. Payment

(a) All prices and charges quoted by Sensuron are exclusive of all applicable taxes, duties and VAT unless otherwise stated.

(b) Payment for the goods or services is due on delivery unless otherwise stated or prior agreement or credit given by Sensuron to the Customer. In the event of Sensuron having delivered the goods to the Customer and discovering payment has not been made (for instance if a cheque is dishonoured) then interest at 1.5% per month will be charged on any outstanding amount from said due date of payment until payment is made in full, such interest to accrue on a daily basis.

(c) In the event that a credit account is approved, payments must be made within Net Terms from the date of invoice. Failure to comply will result in interest being charged at 1.5% per month.

5. Risk

(a) Notwithstanding that property in the Goods has not passed under Clause 6 hereof; the risk of loss or damage to the goods shall pass to the Customer on delivery.

6. Reservation of Title

(a) Absolute property in the Goods shall remain with Sensuron until:

1. Sensuron has received payment in full of the price and any additional sums due under which the Goods are supplied, and

2. No other sums whatever shall be due from the Customer to Sensuron.

(b) For these purposes, Sensuron has only received a payment when the amount of that payment is irrevocably credited to its account.

(c) Subject to Clause 6(a) Sensuron shall retain title to the Goods where the Goods have been attached to any other product not owned by Sensuron provided the Goods are readily identifiable or separable from the resulting composite or mixed product.

(d) If the Customer (who shall in such case act on his own account and not as agent for Sensuron) shall sell the Goods prior to making payment in full for them, the beneficial entitlement of Sensuron therein shall attach to the proceeds of such sale or to the claim for such proceeds.

(e) The Customer shall store any Goods owned by Sensuron in such a way that they are clearly identifiable as Sensuron’s property, and shall maintain records of them identifying them as Sensuron’s property. The Customer will allow Sensuron to inspect these records and the Goods themselves upon request.

(f) In the event of failure by the Customer to pay any part of the price of the Goods, in addition to any other remedies available to Sensuron under these terms and conditions or otherwise, Sensuron shall be entitled to repossess the Goods. The Customer will assist and allow Sensuron to repossess the Goods as aforesaid and for this purpose admit or procure the admission of Sensuron or its employees and agents to the premises in which the Goods are situated.

7. Return of Goods

(a) Goods are not returnable for credit or refund at anytime.

(b) Goods incorrectly ordered (either as to type or as to quantity) by the Customer will NOT be accepted for return by Sensuron unless prior approval to such return has been given by Sensuron, such approval to be given at the sole discretion of Sensuron and, if given, may be subject to a payment by the Customer to cover Sensuron’s administration costs.

(c) In the case of any damage to Goods in transit, the Customer must notify Sensuron within 3 (three) days after delivery. Sensuron shall not be required to replace any Goods damaged in transit and the Customer shall be obliged to pay for them, if the Customer does not comply with this notification requirement.

8. Warranty

(a) Sensuron warrants that all Sensuron manufactured Goods (except fiber and accessories) sold will be free from defects in materials and workmanship for a period of twelve months after delivery (“The Warranty Period”). Fiber and accessories sold will be free from defects in materials and workmanship for a period of thirty days after delivery.  Sensuron’s original invoice number under which the defective goods supplied must be quoted for this purpose.

(b) The said warranty is contingent upon the proper use of the Goods by the Customer and does not cover any part of the Goods which has been modified without Sensuron’s prior written consent or enclosure has been opened or tampered with or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered. Nor will such warranty apply if repair or parts required as a result of causes other than ordinary authorised use including without limitation accident, hazard, misuse or failure of fluctuation of electric power, air conditioning, humidity control or other environmental conditions.

(c) Sensuron products which are found to be defective when returned prepaid to Sensuron within the warranty Period may be repaired or replaced at Sensuron’s discretion. Sensuron’s warranty covers parts, labour and return shipping.

(d) Sensuron makes no warranty of fitness for a particular purpose. Sensuron products are not authorised for use as critical components in life support devices or systems without the express written consent of the Chief Executive Officer of Sensuron.

(e) Any software comprised in the Goods is supplied subject always to the manufacturer’s/original supplier’s standard terms and conditions as contained thereon and delivered therewith and Sensuron shall not be responsible or liable in any respect with regard thereto. Sensuron does not warrant the intellectual content to be free from errors.

9. Liability

(a) No liability will be accepted by Sensuron in respect of damage to or shortage of Goods. Sensuron shall also have no liability in respect of damage or shortages caused by the acts or omission of the Customer or of others or by causes beyond the control of Sensuron.

(b) Sensuron’s liability to the Customer in respect of defects in the Goods shall only be limited to the obligations of replacement under the terms of Clause 9. and Sensuron shall have no other liability whatsoever to the Customer.

10. Repair Policy

(a) Sensuron will attempt to repair or replace (at Sensuron’s sole discretion) all Goods manufactured by, or for Sensuron. Goods are considered out of warranty if:

1. The Standard 12-month warranty period has expired.

2. Upon investigation, Goods enclosure has been opened or tampered with.

3. Upon investigation, it is found that damage has been caused through mishandling or excessive mechanical, thermal or electrical stress.

(b) The customer must contact Sensuron requesting a Returned Material Authorization (“RMA”) Order Number prior to returning any Goods. Goods must be returned with an RMA number following instructions on where to ship the defective Goods.

(c) The customer must package the Goods authorized on the RMA Order using commercially acceptable material and packing methods and arrange for shipment to Sensuron, at the customer’s expense, within thirty days of the issuance of the RMA Order Number. All Goods sent to Sensuron for Repair services must include the following:

1. A copy of the RMA Order Form supplied by Sensuron;

2. A full text description of the defect(s) or malfunction(s); and

3. Each unit must be clearly marked with Sensuron’s RMA order number, its product identification (model or part number), and its serial number.

(d) Upon receipt of the defective Goods and required accompanying documentation, Sensuron will arrange for the Goods to be inspected and diagnosed and, if found to contain faulty components, repaired or replaced. All mandatory design changes and updates will be applied during the Repair process.

1. If the Goods are out of warranty the customer will be contacted and informed of any charges before repair is carried out. The cost of repair will be assessed on an individual basis and will include cost of replacing components and labour per hour.

2. Sensuron will return repaired or replaced Goods to the customer’s designated location identified on the RMA Order. If this is not possible the customer will be contacted and a later delivery date will be arranged.

3. Repaired or replaced Goods will be billed to the customer at the then current rates for any services provided and not covered by Sensuron’s warranty.

(e) Goods that are reported as defective and are found to be free of defects will be returned to the customer’s delivery expense and the customer will be charged a No Fault Found (“NFF”) fee, in addition to all other applicable charges for services provided, regardless of the Goods’ Warranty status.

(f) Goods that are not repairable to Sensuron standards will be decommissioned by Sensuron, or returned to the customer, per customer instruction, and the customer may be charged for the inspection and diagnosis of the Goods in addition to all other applicable charges for services provided.

11. Force Majeure

Sensuron shall not be under any liability of whatsoever kind for non-performance in whole or in part of its obligations under the Contract due to causes beyond the control of either Sensuron or its suppliers including, but not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, acts of the Customer or a third party, failure or delay in transportation, acts of any Government or any agency, or subdivision thereof, Government regulations, judicial actions, labor disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in delivery to Sensuron or its suppliers or shortage of labor, fuel raw materials, or machinery or technical failure. In any such event Sensuron may, without liability, cancel or vary the terms of the Contract including, but not limited to, extending the time for performing the Contract for a period of at least equal to the time lost by reason of such event.

12. Notices

Any Notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified on the invoice or such other addresses as that party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting.

13. Effect of Legislation

The unenforceability or invalidity of any clause or sub-clause of these Conditions will not affect the enforceability or validity of the remainder and if any of these Conditions or any part of them is rendered void, voidable or unenforceable by any legislation to which it is subject, it will be void, voidable or unenforceable to that extent and no further.

14. Intellectual Property

The customer agrees to preserve the Intellectual Property Rights (IPR) of Sensuron and its suppliers as governed by the license agreement delivered along the goods, at all times and that no contract for the supply of goods involves loss of IPR by Sensuron, or its suppliers, unless the contract expressly offers said IPR as part of the contract.

15. Law

These conditions shall be governed and construed by Texas law and the Travis County, Texas courts shall have exclusive jurisdiction herewith.

No action can be brought arising out of any contract more than 12 months after delivery of Goods.

16. Waste Electrical and Electronic Equipment (WEEE)

Sensuron will ensure that any end of life product(s), received with prior notice, will be processed in the “best available technique”. Sensuron should be informed that the product(s) are being sent back and the shipment will be made at the customer’s expense. This offer is limited to products that have been explicitly manufactured by Sensuron. It does not include any computers, power supplies or housings etc., that have been obtained from other third parties for use with Sensuron equipment. Sensuron reserves the right to amend this policy without further notice.

17. Headings

The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.