TERMS AND CONDITIONS OF SALE
IPS GROUP INC.

  1. AGREEMENT. Whenever used herein, the term “Agreement” means these Terms and Conditions of Sale. The term “goods” includes all goods or component parts sold and services, whether manufactured by IPS or another supplier.
  2. PAYMENTS. Unless otherwise agreed by IPS in writing, all amounts payable hereunder shall be due to IPS within thirty (30) days of invoice date. Late payments shall bear interest at the rate of 1.5% per month (18% per annum) or the highest rate permitted by law, whichever is less. All prices shown are net, and in addition to the price of goods, Customer shall pay all expenses including taxes, insurance, freight, carriage, and warehousing. All amounts shall be paid by the Customer to IPS without any setoff, deduction or recoupment.
  3. TAXES AND PRICING. All prices quoted are valid for ninety (90) days and are exclusive of taxes. Customer shall pay all taxes resulting from transactions, including, without limitation, occupation, property, excise, sales, or use taxes, but excluding any taxes based on the income of IPS. The purchase price shall be subject to increase based on IPS’s established price at the date of actual shipment if shipment is delayed thirty (30) days or more beyond the scheduled shipment date due to a customer request.
  4. SHIPMENT. (a) Scheduled shipment date is an estimate only. On or after the scheduled shipment date, Customer shall accept shipment upon notification by IPS; or, if Customer refuses shipment, then IPS is authorized at its option to: (i) have the goods transported and warehoused at Customer’s expense and risk, which shall constitute shipment to Customer, in which event IPS may declare such goods delivered and all amounts owing upon shipment, including the additional cost of such transportation and warehousing, will be due on the regular due date; (ii) declare the monthly installment payments to commence thirty (30) days from the date of such transportation and warehousing if any amounts are financed by IPS; or, (iii) defer shipment. (b) IPS may make partial shipments hereunder and may invoice for each such partial shipment separately. Each partial Shipment will be deemed to be a separate sale but a delay in delivery of any partial shipment will not relieve Customer of its obligation to accept delivery of any remaining shipments. Should Customer dispute the content of any shipment or partial shipment, Customer will notify IPS in writing prior to the time of deemed acceptance specified in paragraph 7 of the reasons for such dispute and provide to IPS all necessary documentation to substantiate any alleged discrepancy.
  5. TITLE/RISK OF LOSS/INSURANCE. Title in the goods shall remain with IPS until such goods have been paid for in full. However, such goods shall be entirely at Customer’s risk from the time they are placed in the possession of the carrier for shipment to Customer. Customer shall ensure that the goods are insured against “all risks” from the time the goods are placed in the possession of the carrier for shipment to Customer, and continuously thereafter until all amounts due to IPS are paid in full. Such insurance shall be for no less than the total amount owing to IPS with loss first payable to IPS. Customer shall indemnify IPS from all loss arising out of any claims, suits and demands by reason of the retention of title to the goods by IPS while the goods are at the Customer’s risk. Customer authorizes IPS to file a copy of this Agreement as a financing statement.
  6. SOFTWARE. Any software purchased hereunder will be licensed and not sold and remains the exclusive property of IPS and its suppliers.
  7. ACCEPTANCE OF GOODS. Customer shall inspect or test all goods upon receipt. Customer shall be deemed to have affected final acceptance of the goods at the earliest of: (a) the fifteenth (15th) day after the date of shipment, unless written notice is received by IPS before such day; or, (b) the date when the goods are used or otherwise placed in commercial operation.
  8. WARRANTY / LIMITS OF LIABILITY. (a) IPS warrants that title to the goods sold shall be free from any encumbrance, and that the goods will conform to the description contained on IPS’s invoice. (b) SUBJECT TO APPLICABLE LAW, IPS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, EXCEPT AS PROVIDED IN WRITING SIGNED BY AN AUTHORIZED OFFICER OF IPS, AND SPECIFICALLY EXCLUDES ALL LEGAL OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (c) NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, ANTICIPATED RENVUES OR OTHER MONETARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY ACTIONS OR OMISSIONS WITH RESPECT THERETO, WHETHER OR NOT ANY SUCH MATTERS OR CAUSES ARE WITHIN A PARTY’S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF A PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE.
  9. CUSTOMER’S REMEDY. IPS’s sole responsibility and liability and Customer’s exclusive remedy under this Agreement shall be limited to the repair or replacement of goods under IPS’s standard warranty policy, or, at IPS’s option, return of the goods and refund of moneys paid thereon, without interest, provided Customer is not in default hereunder. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL IPS BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR LEGAL FEES. IPS’s obligation hereunder is subject to receipt of written notice of defect (containing detailed particulars of the alleged defect) from Customer prior to the time of deemed acceptance specified in paragraph 7.
  10. RETURNS. Returned goods may be accepted within thirty (30) days of receipt by Customer only if IPS has given prior written consent. A charge for handling, inspection, restocking and invoicing of up to 25% of the sale price of the returned goods shall be assessed against the Customer. All returns allowed must be shipped at Customer’s expense and must be in excellent resale condition. Goods ordered according to custom specifications may not be returned. IPS will repair or replace faulty individual component parts under warranty at no charge to Customer, provided Customer returns faulty parts to IPS within thirty (30) days of Customer’s receipt of repaired or replacement parts. Customer will be responsible for all repair or replacement costs where faulty parts are not returned to IPS within the applicable timeframe
  11. DELAY OR NONPERFORMANCE. IPS shall not be liable for failure or delay in performance hereunder due in whole or in part to strikes, work stoppages, fires, acts of terrorism, accidents, wars, rebellions, civil commotion, public strife, acts of any government whether legal or otherwise, acts of public enemies, force majeure, inability to secure or delay in securing transportation, inability to obtain or delays in obtaining goods, materials, or qualified labor, or any other causes beyond IPS’s reasonable control, including without limitation delays or inability to obtain product because of the actions of IPS’s suppliers.
  12. DEFAULT. Customer shall be in default under this Agreement if any of the following occurs: (a) Customer refuses to accept shipment or fails to make any payment when due; (b) Customer dies, ceases to exist, becomes insolvent or the subject of bankruptcy, insolvency, or liquidation proceedings; (c) Customer attempts to assign its rights and obligations under this Agreement without the prior written consent of IPS; (d) any representation, warranty, condition, or certification of Customer or any information provided by Customer in or pursuant to this Agreement is false in any material respect when made.
  13. REMEDIES UPON DEFAULT. In the event of Customer’s default: (a) IPS may, at its option, (i) take immediate possession of the goods and remove same without notice and without legal proceedings, and/or (ii) suspend shipments to Customer; (b) Waiver by IPS of any breach or default shall not constitute a waiver of any subsequent breach or default; (c) IPS shall be entitled to set off any amount owed by Customer or any of Customer’s related entities against any amount payable by IPS in connection with any unpaid monies due to Customer; (d) IPS at its discretion and option shall be entitled to retain all money paid by Customer on account as liquidated damages; and, (e) IPS shall have all the rights and remedies provided by law in addition to all other rights as established herein, which rights and remedies shall be cumulative.
  14. CANCELLATION. Upon receipt of written notice from Customer, IPS shall cancel any orders as instructed. Customer shall be responsible for all costs associated with the cancellation.
  15. ACCEPTANCE. This Agreement shall be binding on Customer by its purchase of goods from IPS and may only be modified in writing, signed by IPS, and each of the provisions of this Agreement shall remain in effect unless and until explicitly contradicted by the aforesaid writing. If Customer submits an order form with contrary terms or conditions, such order form shall be considered only as confirmation of the order and shall in no way amend, prevail over, supplement, or supersede any of the provisions of this Agreement. Customer waives any defense to the validity or enforceability of this Agreement arising from any electronic submission of it to Customer. Customer acknowledges and agrees that it has the ability to access each URL referenced in any quote or other document delivered to it by IPS.
  16. GENERAL. IPS may assign its rights and obligations under this Agreement. Customer may not assign its obligations under this Agreement to any person without IPS’s prior written consent, such consent not to be unreasonably withheld. If Customer changes its corporate status, both Customer and its successors continue to be bound by this Agreement, and IPS reserves its rights and remedies on default. No prior representation, affirmation, or agreement shall be enforceable unless set forth herein.
  17. DISPUTE RESOLUTION/GOVERNING LAW. The validity, construction and enforcement of this Agreement shall be settled by arbitration in San Diego, CA, under the rules of the American Arbitration Association . The determination of the arbitrator(s) will be binding and the cost of arbitration will be apportioned between the parties as the arbitrator(s) deem appropriate.
  18. SEVERABILITY. If, in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited, or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition, or unenforceability, without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other party or circumstances.