Vertical Cable ®, Inc. Terms and Conditions of Sale

* references to “Vertical Cable ®” shall relate to Chiptech, Inc. (DBA) (“Vertical Cable”)

PLEASE READ THESE TERMS AND CONDITIONS OF SALE (“SALE AGREEMENT”) VERY CAREFULLY.

THE CUSTOMER AGREES TO BE BOUND BY THIS SALE AGREEMENT AND ACCEPTS ITS TERMS AND CONDITIONS (UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH Chiptech, Inc. (DBA) (“Vertical Cable ®”), IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN).

Important information about this legal contract: This Sale Agreement is a legal contract between the Customer and Vertical Cable ®. The Customer accepts this Sale Agreement by making a purchase, placing an order. (References to “you” or “your” shall relate to the Customer; references to “Vertical Cable ®” shall relate to Vertical Cable ®, Inc. and its affiliates.) The terms and conditions of this Sale Agreement are subject to change without prior notice, except that the terms and conditions posted on Vertical Cable’s website at the time the Customer initially places or modifies an order will govern the order in question.

This Sale Agreement constitutes the entire agreement between the Customer and Vertical Cable ® relating to the purchase or sale of goods or services. The Sale Agreement may only be modified or terminated with regard to goods or services that have been purchased from Vertical Cable ®. Electronic records (including signatures), that are otherwise valid, shall be accepted under the Sale Agreement. The Customer consents to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet; consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Vertical Cable at the address provided below.

In the event of any conflict between the terms and conditions stated on your purchase order and this Sale Agreement or any terms and conditions on our invoice, you agree that the provisions of this Sale Agreement and our invoice shall control.

Governing Law: THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. THE CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN RIVERSIDE COUNTY, CALIFORNIA FOR PURPOSES OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS SALE AGREEMENT.

Title / Risk of Loss: Title to goods herein being purchased is retained by the seller until goods are paid for by the purchaser and at that time title passes to the purchaser. Loss or damage that occurs during shipping by a carrier selected by Vertical Cable ® is Vertical Cable’s responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer’s responsibility.

Taxes: The sale(s) price does not include any amount for present or future sales tax. Sales tax or excise tax is the responsibility of the buyer and may be added to the purchase cost of goods, where applicable.

Installation: Buyer agrees to pay for all installation charges. Vertical Cable ® is not to be held responsible for claimed or unclaimed installation fees on any of its products.

Export Sales: If goods herein being purchased are being purchased for purposes of export, the Customer must obtain from the federal government certain export documentation before shipping to a foreign country. In addition, manufacturers’ warranties for exported goods may vary or even be null and void for goods exported outside the United States. The Customer should inquire further regarding any questions. Any and all liability is only for the products purchased.

Third-Party Product: All third-Party Product products sold by Vertical Cable ® are subject to the warranties and representations of the applicable manufacturers.

Information Disclaimer: For all products and offers, Vertical Cable reserves the right to make adjustments due to changing market conditions, product discontinuation, errors in advertisements and other extenuating circumstances. High volume bids are welcome!

While Vertical Cable uses reasonable efforts to include accurate and up-to-date information on its website, Vertical Cable makes no warranties or representations as to the Site’s accuracy.

Vertical Cable ® assumes no liability or responsibility for any errors or omissions in the content on its website.

Limitation of Liability: Vertical Cable ® WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. Vertical Cable ® WILL NOT BE LIABLE FOR PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, Vertical Cable IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE(S) UNDER THIS AGREEMENT.

Arbitration: ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) arising from or relating to this Sale Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Sale Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Sale Agreement), Vertical Cable’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under the Code of Procedure of ARBITRATION-FORUM.COM (the “Code”) in effect at the time the claim is filed. The Code is available at http://www.arbitration-forum.com or can be obtained by calling 1-800-753-9448. Notwithstanding any choice of law provision included in this Sale Agreement, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16) and the New York Convention on the Enforcement of Arbitration Awards (9 U.S.C. §§ 201-208 or as codified in the jurisdiction where enforcement of the award is sought). Hearings shall be held as provided by the Code and if any In-person Hearing is required, it shall be held in Riverside County, California. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration.

Orders, Payment Terms, Interest, Taxes: Orders are not binding upon Vertical Cable ® until accepted by Vertical Cable ®. Terms of payment are within Vertical Cable’s sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Vertical Cable ® may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. The Customer is responsible for sales and all other taxes associated with the order.

Freight Policy: Shipping and handling charges on all orders vary, depending upon published rate of the carriers used. Contact your Vertical Cable ® Account Manager for our most current and competitive rates, options and shipping specials. For the Customer’s protection, we ship only to the verified billing address of the Customer\’s credit card, or drop ship address authorized by the Customer. In some circumstances, international shipping may be available. Call for details.

The express warranties herein contained are in lieu of any and all other warranties, expressed or implied, As to any matter whatsoever, and seller hereby disclaims such warranties, including, without limitation, any warranty relating to the design, quality or condition of the equipment, its merchantability, fitness, or capacity for any particular purpose, non-infringement, and warranties arising from course of dealing or usage of trade or any other matter.