Terms of Sale:
The exchange of signed Juscom sales (Seller) orders created in response to signed customer (Buyer) purchase orders explicitly and implicitly implies that both Seller and Buyer agree to the following Terms and Conditions of Seller. To hold down costs for all parties, no exception to these terms is permitted nor implied unless the changes are in writing, and signed by both Seller and Buyer.

Terms and Conditions of Seller:
CONTROLLING TERMS AND CONDITIONS. Seller objects to, and is not bound by any term or condition in Buyer's order which is different from or in addition to the terms and conditions set forth herein, and Seller agrees to sell to Buyer, the goods or services described or referred to herein, only on the express condition that Buyer assents to these terms and conditions. Buyer's acceptance is limited to the exact terms and conditions set forth herein, and any additional or different terms or conditions proposed by Buyer are hereby expressly rejected. If the document referring to these terms and conditions is construed as an expression of acceptance or as a confirmation of a verbal agreement, such acceptance or confirmation is expressly made conditional on the assent of the Buyer to the terms and conditions set forth herein. Any confirmatory action by Buyer hereunder or any acceptance of the goods or services described or referred to herein shall constitute assent to the terms and conditions set forth herein. If the document referring to these terms and conditions is an offer, the offer is expressly conditioned upon assent by Buyer to the exact terms and conditions set forth herein, and any additional or different terms or conditions proposed by Buyer are hereby expressly rejected.

QUOTATIONS, CHANGES, AND CANCELLATION: Quotations are valid and firm for thirty (30) days unless otherwise stated. No terms, conditions, description, price, quantity, or delivery schedule may be changed by Buyer, and no agreement or understanding in addition to or different from the terms and conditions set forth herein shall be binding upon Seller, unless accepted in writing by Seller's authorized representative. Buyer may not, under any circumstances or for any reason, cancel its order or any part thereof, unless Seller has received written notice of the cancellation more than thirty (30) days prior to the shipping date last agreed upon by Seller for the order or the portion thereof being cancelled and such cancellation has been agreed to in writing by Seller's authorized representative. In the event of any such cancellation of any order by Buyer, Buyer shall reimburse Seller for all costs and expenditures made or committed to be made by Seller as a result of Buyer's order, as well as reasonable overhead costs and profits lost because of such cancellation.

ACCEPTANCE: Buyer shall immediately and irrevocably accept goods and services when tendered. If Buyer refuses to receive or take possession of such goods and services when tendered, Seller may exercise any or all of the remedies afforded to sellers by section 2-703 et seq. of the Uniform Commercial Code of the United States of America, in addition to any or all remedies provided by law. Seller shall have no obligation to hold or resell such goods for Buyer's account.

REPRESENTATION OF SOLVENCY: By placing its order, Buyer represents that it is not insolvent as that term is defined in section 1-201(23) of the Uniform Commercial Code of the United States of America. In the event that Buyer becomes insolvent as defined in section 1-201(23) prior to delivery of goods, it will notify Seller. Failure to so notify Seller shall constitute a written reaffirmation of Buyer's solvency at the time of delivery.

WARRANTY: Seller warrants for a period of twelve (12) months from the date of shipment that the goods shall be of the kind and quantity ordered, shall conform to the specifications provided by Buyer, and shall be free from defects in material and workmanship. The sole and exclusive remedy for breach of Seller's warranty is set forth in this Section 5. Buyer shall inspect goods within fifteen (15) days after delivery of such goods to their shipping destination. In the event goods fail to conform to the kind and quantity ordered, or to the specifications provided by Buyer, or are not free from defects in material or workmanship, if Buyer notifies Seller of such nonconformity or defects within ten (10) days after Buyer's inspection, then Seller shall, at Seller's option, repair or replace such goods found in fact to be nonconforming or defective. Replace means to provide substitute goods of similar kind. Before returning any items to Seller, Buyer shall request return authorization from Seller, and shall follow all reasonable instructions with respect to the return. Unless otherwise instructed, Buyer shall return by prepaid shipment all allegedly nonconforming or defective goods, subject to reimbursement by Seller for the cost of shipping such goods found in fact to be nonconforming or defective. Seller's warranty is voided if Buyer fails to inspect or fails to provide notification as required above if defects in material or workmanship or a failure to conform to specifications could have been detected by such inspection. Goods may not be rejected based on specifications or criteria that were unknown to Seller. EXCEPT AS SET FORTH IN THIS SECTION 5, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR PURPOSE OR USE, AGAINST INTELLECTUAL PROPERTY INFRINGEMENT, OR OTHERWISE. Seller makes NO WARRANTY with respect to any goods that have damage, nonconformity, or failures resulting from accident, disaster, neglect, abuse, misuse, alteration, modification, improper handling, testing, storage or installation. To the extent that any Buyer-designated material or components are alleged or found to be non-conforming or defective, Seller shall have no liability to Buyer, provided, however, that to the extent possible and upon reasonable request of Buyer, Seller shall assign Seller's claims against such supplier of the non-conforming or defective material or components.

LIMITATIONS OF LIABILITY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT FOR SELLER'S OBLIGATION TO REPAIR OR REPLACE AS SET FORTH IN SECTION 5), THE EXTENT OF LIABILITY OF SELLER ARISING OUT OF THE GOODS OR SERVICES, OR THEIR USE (WHETHER USED SINGLY OR IN COMBINATION WITH OTHER PRODUCTS), WHETHER ARISING FROM WARRANTY, CONTRACT, NEGLIGENCE OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED, IN VALUE, THE GREATER OF EITHER TEN THOUSAND DOLLARS ($10,000) OR TWO (2) PERCENT OF THE TOTAL DOLLAR AMOUNT OF ANNUAL SALES FROM SELLER TO BUYER FOR THE TWELVE (12) MONTHS PRIOR TO SHIPMENT OF THE GOODS PURCHASED HEREUNDER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY TYPE OF INTANGIBLE LOSS, LOST GOODWILL OR BUSINESS REPUTATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA, WORK STOPPAGE, LIABILITY OF BUYER TO ITS CUSTOMERS OR OTHERS, IMPAIRMENT OF OTHER PRODUCTS, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER ARISING OUT OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY. Any litigation asserting a claim against Seller must be commenced within twelve (12) months of the date of shipment by Seller.

DELIVERY AND FORCE MAJEURE: Each delivery shall stand as a separate sale and is subject to credit arrangements to the satisfaction of Seller, or to payment in cash. If payments are not made in accordance with such arrangement, or if at any time Seller in its judgment determines that Buyer's credit standing has been impaired, Seller may withhold delivery of any goods until cash or credit arrangements satisfactory to Seller have been established. All delivery dates specified by Seller are approximate and are based on its best estimate and are subject to change due to conditions beyond its reasonable control, including without limitation: (i) acts of God, unforeseeable circumstances, acts (including delay or failure to act) of any governmental authority (de jure or de facto), government regulation, war (declared or undeclared), riot, revolution, civil disobedience, unrest, acts of terrorism, priorities, fires, strikes, explosions, floods, quarantine restrictions, sabotage, or epidemics; (ii) inability to timely obtain, at normal prevailing market prices, necessary or suitable labor, material, components, energy, manufacturing facilities, or transportation;