VOLTAIRE SYSTEMS, LLC TERMS AND CONDITIONS FOR ALL SALES AND PURCHASES

These Terms and Conditions are those under which VoltAire Systems, LLC (hereafter referred to as “Seller” or “VoltAire”) offers to sell its equipment and accessories (hereafter referred to as “Product(s)”) to “Customer”.  The sale of the Products to Customer is expressly limited to, and made conditional upon, these Terms and Conditions. It is understood and agreed that all purchase and sales with Customer shall be subject to these Terms and Conditions.  Customer hereby agrees and acknowledges that Customer’s submittal of a purchase order to VoltAire confirms: (i) Customer’s acceptance of and agreement to VoltAire’s Online Terms and Conditions; (ii) Customer’s acknowledgement that the VoltAire Online Terms and Conditions on the date of submission of a purchase order exclusively govern, control and take complete precedence over any and all other contractual terms or conditions, specifically including any conflicting terms or conditions contained in the purchase order or any other documents submitted by Customer (each and all of which are hereby rejected) or those previously agreed to between VoltAire and Customer; (iii) Customer’s acknowledgement that any attempt to modify or supplement the VoltAire Online Terms and Conditions is rejected and will be of no force or effect whatsoever; and (iv) Customer’s acknowledgement that the VoltAire Online Terms and Conditions can only be supplemented, revised or superseded by (A) subsequent revisions and/or updates posted to the VoltAire Online Terms and Conditions, (B) by a separate document signed by the President or Chief Executive Officer of Seller or (C) additional notes printed on quotes, order acknowledgements and invoices accompanying such quotes, orders and sales as specifically agreed by VoltAire.  Customer shall be deemed to have accepted  these Terms and Conditions by  Customer’s issuance of Purchase Order delivered to Seller regardless of delivery method, whether  electronic, phone, paper, or other form of transmission.  No terms and conditions of any purchase order or other document of Customer utilized in connection with the purchase of the Products shall, even if expressly so stating, be deemed to override or modify these Terms and Conditions.  Delay or failure of Seller to object to any terms or conditions which may be contained in any document or form of Customer shall not be construed as a waiver of these Terms and Conditions, nor as an acceptance by Seller of any such terms and conditions.

It is expressly acknowledged and agreed that if credit is extended to the Customer and/or other form of payment is accepted by VoltAire, all sales on such account shall be deemed to have transpired in Orange County, FL.  Orange County, FL shall be the venue for any legal proceedings relating to the sale of the Products, including for collection of the account.  In the event that an account is referred to an attorney for collection, VoltAire shall be additionally entitled to reimbursement for all costs of such collection including court costs and reasonable attorney’s fees.  An administrative service charge of 1.5% per month will be added to all past due invoice balances to compensate Seller for additional costs.  For Customers with a credit account, all payments are due 30 days after shipment, unless agreed to otherwise in writing.  Credit card payments are accepted with a 3% convenience fee.

Unless sales, use or other taxes are set forth on the applicable invoice, taxes are not included and payment of the same are the responsibility of the Customer.  Freight is prepaid and added to invoices, unless noted otherwise.  If the Customer directs VoltAire to utilize the Customer’s freight account with a freight carrier, the Customer takes all responsibility of damage, claims, and other costs associated with shipping and logistics including use of such carrier to return Products under claim of defect or freight damage pursuant to the next paragraph.

The Customer must fully inspect all shipments at time of delivery PRIOR to signing the Bill of Lading.  In the event that Customer desires to reject any Products based on claim of defect and/or freight damage, it must do so immediately after receipt and prior to signing the Bill of Lading, and return such Products to VoltAire via the shipper delivering the same for inspection, repair and/or replacement. The Customer is responsible for any damage resulting from removing any packaging materials.  The Customer takes responsibility for any and all damage once the Bill of Lading is signed.

It is understood and agreed that, in order to secure payment in full of the purchase price for all Products sold, Customer hereby grants to VoltAire a security interest in all Products sold by VoltAire pursuant to these terms and conditions.  The security interest includes all future advances of credit by VoltAire and will remain in effect as to all Products as long as the Customer owes money to VoltAire for any Products provided to the Customer. At the request of VoltAire, Customer will sign and permit to be filed any and all documents necessary to perfect such security interest.

Products are provided with the VoltAire Limited warranty located on VoltAire’s website, and shall be reviewed and accepted by Customer prior to issuance of a Purchase Order.  ALL OTHER WARRANTIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  UNDER NO CIRCUMSTANCES SHALL VOLTAIRE BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING FROM THE BREACH OF ANY TERMS HEREOF AND FROM THE SALE OF THE PRODUCTS.

ORDERS ARE NON-CANCELLABLE AND NON-RETURNABLE, UNLESS AGREED TO IN WRITING BY VOLTAIRE.