1.        Payment Terms:  Net 30 days from invoice date (for customers receiving WPC credit approval only).  All past due invoices shall bear interest at a rate equal to the prime rate in effect at the time of the order.  Invoices will be dated the day of shipment.

2.        Taxes and Transportation:  The amount of (i) all sales, revenue, excise, or other taxes applicable to the products ordered by customer and (ii)  all shipment and transportation charges, shall be added to the purchase price and paid by the customer.  The customer is not entitled to any discount for taxes or transportation and shipment charges.

3.        Shipment:  All products are F.O.B. from point of origin. The method and route of shipment are at the discretion of Western Process Computers, Inc. (“WPC”).

4.        Delays:  WPC will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of goods, or for any damages suffered by customer by reason of such delay, if such delay is directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, civil unrest, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays, or any other cause or causes beyond WPC’s control.

5.        Quotations and Prices:  Prices are subject to change without notice and orders calling for future delivery will be billed according to the price in effect at the time of delivery.

6.        Cancellation:  Once a purchase order is placed with WPC, it can only be cancelled with WPC’s written consent.

7.        Warranties:  WPC warrants the products against material defects in materials and workmanship for a period of one year from the date of purchase, except for special items for which a different warranty period is noted.  Purchaser acknowledges and understands that the products are not new goods and have been acquired from prior owners and users, and that WPC is reselling such goods only and is not the manufacturer thereof.

In the event of material malfunction during the warranty period, attributable directly to faulty workmanship and/or materials, WPC will at its option repair or replace said products or components to proper operating condition or refund the purchase price against return of such Products.  The foregoing is your exclusive remedy, and WPC shall have no further liability therefore.

The products sold by WPC hereunder are not warranted to operate without failure.  In any application of such products where failure could cause injury, loss of life, or property damage, the products should only be incorporated in systems designed with appropriate redundancy, fault tolerance, and/or backup features.

This limited warranty does not apply if the fault has been caused by misuse, improper handling, electrical or mechanical abuse, modification to the product or abnormal operating conditions.

EXCEPT AS SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL WESTERN PROCESS COMPUTERS, INC. BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCTS, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERICAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT WPC WAS AWARE OF THE POSSIBILITY THEREOF, ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.  WITHOUT LIMITING THE FOREGOING, WESTERN PROCESS COMPUTERS, INC. SHALL HAVE NO LIABILITY FOR ANY DATA STORED IN OR USED WITH THE PRODUCT, INCLUDING THE RECOVERY COSTS OF SUCH DATA OR PROGRAMS.

Some states do not allow the exclusion of limitations set forth above long and implied warranty lasts, so the above limitations or exclusions may not apply to you.

8.         Entire Agreement:  If customer places or has previously placed a purchase order for product with WPC, it is expressly understood and agreed that such customer purchase order shall be subject to the terms and conditions set forth herein.  By signing this confirmation, customer expressly agrees and understands that in the event of any conflict or inconsistency between the terms and conditions set forth in customer’s purchase order and the terms and conditions set forth herein, that the terms and conditions set forth herein shall be deemed controlling and given effect, even if such customer purchase order objects to the inclusion of conflicting or additional provisions.  Moreover, no additional or different provisions other than those set forth herein shall be binding on WPC without the written consent of WPC.  This confirmation can only be accepted upon the provisions expressed herein and may not be modified, amended or waived except in writing by WPC’s duly authorized representative.

9.        Governing Law:  The terms hereof and all purchase orders shall be governed by and construed in accordance with Arizona law (other than conflict of law provisions).  Any legal actions, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby may be instituted only in the courts seated nearest Phoenix, Arizona, and each party agrees not to assert, by way of motion, as a defense, or otherwise, in any such actions, suit, or proceeding, any claim that is not subject personally to the jurisdiction of such court, suit, or proceeding, any claim that is not subject personally to the jurisdiction of such court, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court.  Each party further irrevocably submits to the jurisdiction, personal and otherwise, of such court in any such actions, suit, or proceeding.  Any and all service of process and any other notice in any such action, suit, or proceeding shall be effective against any party if given personally or by registered or certified mail, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as provided herein.

10.     Attorney Fees:  In the event WPC or the customer is required to engage in any proceedings, legal or otherwise, to enforce its rights, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and expenses involved in such proceedings.