Adome Business Policies

Entire Agreement. Any agreement for the purchase of goods and/or services from Adome shall be governed by and is made subject to these Adome Business Terms and the Returns Policies stated below (collectively, the "Agreement"). This Agreement constitutes the entire agreement between the parties relating to the products and services provided by Adome to Customer. This Agreement may not be amended or modified except by a written instrument executed by the party against whom enforcement is sought, provided that Adome may, at its sole option, revise the Agreement from time to time without notice to Customer by posting the revised Agreement terms on its web site. Prices and availability are subject to change without notice.

02. Accuracy of Data. Adome obtains certain data directly from the manufacturer or distributor of certain products. While Adome makes every effort to ensure the accuracy of this data, this web site could include typographical errors and/or technical inaccuracies. Adome reserves the right to make improvements and/or changes to such data and/or this web site at any time. Adome makes no warranty of any kind with respect to the data on this web site or the accuracy of advice given by Adome employees, whether or not such advice is made in writing.

03.  Representations; Changes and Corrections. Photos may not represent actual product. Monitors and printers are not included with computer systems unless specified. Typographical, product description, pricing and other errors are subject to correction by Adome even after orders and/or payment are accepted. Additionally, Adome may make pricing changes needed to avoid material profit losses due to manufacturer price changes, changing market conditions or product discontinuation, even after orders and/or payment are accepted. Adome may revise or rescind an order to correct an error or pricing issue not detected until after fulfillment of such order, and Customer may either accept Adome's proposed revision to the order or rescind the order if such proposed revision is unacceptable. In the event an order is rescinded due to Adome's error or pricing adjustment, Adome will bear all shipping costs and Customer will receive a full refund for products returned in new condition. Although Internet orders generate an automatic confirmation and response e-mail, Adome may change its pricing, product description or specification after any order confirmation or response e-mail but prior to shipment due to errors, changing market conditions, product discontinuation or typographical errors.

04.  Customer's Responsibility for Certain Shipping Charges. If Customer requests shipping charges be paid either on a collect basis or on Customer's account with the shipping company, and Customer refuses the shipment or refuses to pay the applicable shipping charges, Adome may bill Customer, and Customer agrees to pay Adome, for all resulting charges incurred by Adome either directly or through its supplier.

05. Delivery. All equipment will be delivered to Customer f.o.b. from Adome's facility or the facilities of any of Adome's vendors who are shipping directly to Customer. Regardless of the terms of shipment and who pays for freight, the risk of loss shall pass to Customer when the equipment is delivered to the transportation carrier, and Adome is not responsible for any loss or damages to the equipment during shipment. Adome strongly recommends that Customer obtain insurance for shipments, as neither Adome nor its suppliers will insure such shipments. Adome will use its best efforts to meet the delivery time stated but does not, under any circumstances, guarantee delivery by the stated time and is not responsible for any damages caused by the failure to meet the stated delivery time.

06.  Implementation Plan. Any implementation dates contained in this Agreement reflect a tentative production schedule and will be confirmed in accordance with Customer's schedule, business needs and product availability. The implementation of any Customer-initiated changes to this Agreement could result in modifications to this Agreement, including pricing, implementation and production schedules. Any requests for modifications shall be subject to Adome's acceptance, at prices and scheduling mutually agreeable to the parties.

07.  Goods Purchased for Export. If goods herein being purchased are being purchased for purposes of export, Customer must obtain from the U.S. 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.

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08. Taxes. Customer will pay all Federal, state, local, excise and other taxes imposed upon the products and services offered hereunder, excluding the taxes based on Adome's income, assets or net worth. Customer may provide Adome a tax exemption certificate (subject to review and acceptance by Adome's tax department). Any tax imposed by federal, state or other governmental authority on or with respect to the sale, purchase, delivery or use of equipment and services shall be paid by Customer.

09. Backup. Customer is responsible for back-up and other protection of its data against loss, damage or destruction. Adome will have no obligation or liability with respect thereto unless caused by its gross negligence or intentional misconduct, which obligations will extend only to data not contained in archival storage, which amount Customer agrees will be no greater than one day's business activity.

10. Customer's Specifications. If any services, products or equipment provided under this Agreement are pursuant to or at the direction of Customer or contain software provided to Adome by Customer, Customer agrees to indemnify and hold Adome harmless from and against all liability, loss, damage and expense, including reasonable counsel fees, resulting from any claim by a third party of infringement, or any litigation based thereon, and such obligation shall survive payment therefore by the Customer. Adome will rely on the specific instruction, information and/or other software provided by Customer. Adome will not be responsible for delays or default in the failure of Customer to provide accurate instructions or information.

11.  Licensing. Customer understands that for any and all software it authorizes Adome to install on Customer machines on behalf of Customer, that Customer accepts responsibility for acquiring valid licenses for installed software products - whether installed as individual software products, part of a software image or any other method. Customer understands that installation of software products by Adome does not constitute a right to use the software; a valid software license must be acquired for each product that is installed.

12.  Limited Warranty. EQUIPMENT, PRODUCTS OR SERVICES PURCHASED BY CUSTOMER FROM ADOME THAT WERE MANUFACTURED, PRODUCED OR PROVIDED BY THIRD PARTIES ("THIRD PARTY PRODUCTS") ARE PROVIDED ON AN "AS IS" BASIS, AND ADOME MAKES NO WARRANTY WITH RESPECT TO SUCH THIRD PARTY PRODUCTS. If Customer discovers within the applicable warranty period a failure of the Third Party Products to substantially conform to the specifications or a defect in material or workmanship, Customer must promptly notify the manufacturer in writing. Customer will look solely to the third party that manufactured, produced or provided the Third Party Products for recovery on any claim of liability, whether express or implied, and will hold Adome harmless therefrom. Adome's sole responsibility with respect to Third Party Products shall be to pass through to Customer any manufacturer warranties of the Third Party Products. AS TO PRODUCTS PRODUCED AND SERVICES PROVIDED SOLELY BY ADOME ("ADOME PRODUCT"), ADOME MAKES NO WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS TO THOSE WARRANTIES SPECIFICALLY SET FORTH IN THE SPECIFICATIONS OF THE ADOME PRODUCT. If Adome is unable to correct the failure to conform to any such warranty after a reasonable number of attempts, Adome will provide at its option either: (a) replacement equipment, product or service, or (b) a refund of the purchase price. These remedies are Customer's exclusive remedies for breach of warranty on Adome Products. Notwithstanding the foregoing, Adome product codes beginning with "IVC" (Adome Value Center) are sold "AS IS" as open box items, are not warranted by Adome and are not returnable to Adome for any reason. IVC PRODUCTS HAVE BEEN PREVIOUSLY OPENED AND/OR THE BOX HAS BEEN DAMAGED. IVC PRODUCTS ARE NEITHER OFFERED NOR SOLD AS "NEW" PRODUCTS. MANUFACTURER WARRANTY, IF ANY APPLIES, WILL PROVIDE SOLE COVERAGE FOR IVC PRODUCTS.

Any action for breach of warranty must be commenced within two months following expiration of the applicable warranty. Adome does not guarantee product compatibility. Defective and DOA (dead on arrival) product must be reported to Customer Service within 21 calendar days of the invoice date. All order discrepancies (shortages, mislabeled product, damaged product or overages) must be reported to Customer Service within five business days after receipt of the shipment. All non-defective returns must be reported to Customer Service within five business days after receipt of the shipment. Not all products are eligible for return, and not all products that are eligible for return are to be returned to Adome Carefully review all return policies (below) before making your purchase. Shipping charges are not refundable.

13. Negation of Warranty. Adome does not warrant (a) product, components or parts not produced by Adome, (b) defects caused by failure to provide suitable installation or application environment for the equipment, (c) damage caused by use of the equipment for purposes other than those for which they were intended, (d) damage caused by disaster such as fire, flood, wind and lightning, (e) damage during shipment, (f) damage caused by unauthorized modification or improper installation of the equipment, or (g) any other abuse or misuse by Customer. No agent or employee of Adome or any other party is authorized to make any warranty in addition to those made in this Agreement.

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14. Disclaimer of Warranty. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND Adome HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

15.  Limitation of Liability. Except for loss, damage and expense caused by gross negligence or intentional misconduct, neither party shall be liable to the other party for any indirect, special or consequential damages (including loss of profits) arising out of this Agreement, regardless of the form of action or theory of relief. Any liability arising under this Agreement is limited to the total fees and authorized costs received by Adome for services rendered pursuant to this Agreement. Further, no action, whether for indemnification or otherwise, regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one (1) year after the damage, loss or expense occurred, except that an action for non-payment may be brought within one (1) year after the date of last payment. Except as otherwise provided herein, Adome is not liable for any claim made by a third party or made by Customer for a third party.

16.  Termination. Adome or Customer may terminate any order made pursuant to this Agreement with or without cause upon five (5) business days prior written notice to the other party. Termination shall not relieve Customer's duty to pay for equipment actually shipped, services actually performed or expenses incurred by Adome pursuant to this Agreement.

17. Confidential and Trade Secret Information. Neither party to this Agreement will use or disclose to any third party any confidential or proprietary information of the other party, including but not limited to, trade secrets, software applications, technology, know-how, business practices, and pricing information and any and all other documents marked confidential or proprietary, without prior written consent of the discloser thereof.

18. Intellectual Property Rights. Adome shall own all right, title and interest in any preexisting intellectual property used in carrying out the services hereunder or developed or created solely by Adome, even if such intellectual property is developed solely to implement the services hereunder. No license to such Adome intellectual property is granted hereunder. For the avoidance of doubt, Adome shall own all right, title and interest in the diagnostic materials and maintenance tools used or furnished by Adome.

Non-Solicitation and Non-Hire. Both parties agree that during the time that Adome is rendering services under the terms of this Agreement and for a one-year period following the cessation of such services, neither party will, directly or indirectly, solicit for hire, or hire, any current or former employee or consultant employed by or hired by the other party.

20.  Nature of Relationship. Adome is acting as an independent contractor to Customer. No personnel employed or engaged by Adome to perform the services for Customer will be considered Customer's employees, agents, partners, joint venture partners, or franchisor. Each party to this Agreement agrees to comply with all applicable laws, rules, and ordinances.

21.  Insurance. Adome shall carry adequate insurance coverage to provide Workers compensation insurance as required by applicable state law; employer's liability insurance with limits of at least $300,000 per occurrence; comprehensive automobile liability insurance with limits of at least $1,000,000; and comprehensive general liability insurance with limits of at least $1,000,000.

22.  Governing Law and Venue. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF ARIZONA WITHOUT GIVING EFFECT TO ANY CHOICE-OF-LAW RULES. THOSE WHO CHOOSE TO ACCESS THIS SITE FROM OTHER LOCATIONS DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, IF AND TO THE EXTENT LOCAL LAWS ARE APPLICABLE. ANY ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISIONS OF, OR BASED ON ANY SUIT ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT AGAINST ANY OF THE PARTIES IN A COURT OF COMPETENT JURISIDICTION. NOTWITHSTANDING THE FOREGOING, CUSTOMER HEREBY AGREES THAT ADOME MAY BRING ANY ACTION, PROCEEDING OR SUIT RESULTING FROM CUSTOMER'S NON-PAYMENT IN THE COURTS LOCATED IN MARICOPA COUNTY, ARIZONA, AND CUSTOMER HEREBY CONSENTS TO SUCH COURTS' JURISIDICTION.

23.  Other. The terms, conditions and prices contained in any quote from Adome are subject to change until such time as Customer accepts the quote, furnishes payment or an obligation to pay that is satisfactory to Adome's Credit Department, and thereby converts or directs the conversion of the quote to an order. Adome shall have no obligation to honor any quotes until they are so accepted and converted. Travel expenses, sales tax and freight and delivery are not included in this Agreement and, where applicable to services and products purchased by Customer hereunder, will be the responsibility of the Customer. This Agreement is subject to credit approval by Adome. The Customer will provide appropriate credit references upon request and authorize to obtain credit history from such references. If Customer claims exemption from sales tax, an exemption certificate will be provided to Adome prior to conversion of any order to which such exemption applies.

24. Copyrights and Trademarks. Copyright ? 1986-2003 Adome Inc. and subsidiaries. All rights reserved.

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Adome Return Policies

GENERAL RETURNS CONDITIONS APPLICABLE TO ALL RETURNS:
 ? If you are having problems with installation of the product purchased or have any technical questions regarding your purchase, please contact our Technical Support Department at (800) 785-5997, menu option 2.

 ? Defective and DOA (dead on arrival) product must be reported to Customer Service within 21 calendar days of the invoice date. All order discrepancies (shortages, mislabeled product, damaged product or overages) must be reported to Customer Service within five business days after receipt of the shipment. All non-defective returns must be reported to Customer Service within five business days after receipt of the shipment.

 ? No returns will be accepted without prior authorization and an Adome return merchandise authorization ("RMA") number. RMA numbers issued by Adome are good for 10 business days only, and product must be received by Adome within that time. RMA numbers cannot be extended or re-issued. Clearly mark each address label of each package being returned with the RMA number. DO NOT WRITE ON THE MANUFACTURER'S BOX.

 ? Please have the following information on hand when calling for returns authorization: customer name, invoice number, serial number (all of which are on your invoice) and the nature of the problem.

 ? Where a specific return period is applicable (see below), no returns will be accepted beyond that period. Return authorizations will not be granted after the stated return period has run.

 ? Shipping charges for shipment to Customer are not refundable. Customer is responsible for shipping charges and risk of loss on all return shipments. Adome highly recommends using a reputable shipping carrier capable of providing proof of delivery, as well as properly packing and fully insuring your return shipment. Please keep all packing material and documentation in the event that your equipment has to be serviced or returned.

 ? All returns must be 100% complete, contain all original boxes and packing material, have original UPC codes on the manufacturer's boxes, and contain all blank warranty cards, accessories and documentation provided by the manufacturer. Incomplete returns may be returned to sender or subject to a restocking fee of 20% or more, depending on the condition of the return.

 ? Please note below any and all additional returns conditions applicable to your return. Adome reserves the right to add special returns conditions for additional manufacturers as manufacturer policies change, as manufacturers go out of business or if product was specially ordered.

 ? Under no circumstances can the following products be returned:
          ? Discontinued items
          ? Special order items
          ? Literature
          ? Items for which manufacturers will not accept returns
          ? Items not purchased through Adome
          ? Products modified by the Configuration Center
          ? Customer warehousing product
          ? Open units, units which require re-boxing, or units in an unsuitable resale condition
          ? Closeout, remanufactured and refurbished products
          ? Items which have undergone revisions without being assigned a new part number by the manufacturer

ADDITIONAL RETURNS CONDITIONS APPLICABLE TO ALL SOFTWARE:
 ? Opened software is not returnable to Adome.
 ? Unopened software may be returned to Adome for refund or exchange within 30 calendar days of invoice date with no restocking fee.
 ? Multiple software licenses (MLP's, MOLP's, MSOL's, etc.) cannot be returned for exchange, refund or credit unless first authorized by the manufacturer.

ADDITIONAL RETURNS CONDITIONS APPLICABLE TO ALL HARDWARE PRODUCTS THAT ARE NOT SPECIFICALLY ADDRESSED BELOW:
 ? Unopened product that is in its original factory-sealed container may be returned to Adome within five business days from invoice date for a refund or exchange.
 ? Opened product that is in its original packaging and in new and re-saleable condition may be returned to Adome within five business days of invoice date, although such returns will be charged a 20% restocking fee.
 ? Any used, missing or damaged products, components or accompanying items will result in rejection of the return or an additional restocking fee, at Adome's sole option.
 ? Product that is DOA (dead on arrival) or defective may be returned to Adome for refund or exchange within 21 calendar days of invoice date with no restocking fee.