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 ("Products") by Pridmore Corporation ("Seller") and shall be controlling, notwithstanding any conflicting, contrary or additional terms and conditions in any request for quotation, purchase order, or other document or communication from Buyer ("Purchase Order"). These terms and conditions may only be waived or modified in a written agreement signed by an authorized representative of Seller. Terms in Buyer's Purchase Order which are in conflict with, contrary to, or in addition to the terms hereof are rejected without further action or notice by Seller and shall not become part of the agreement between Seller and Buyer regardless of the date any such conflicting, contrary or additional terms are communicated to Seller. Such conflicting, contrary or additional terms contained in Buyer's Purchase Order may become a part of the agreement between Seller and Buyer only upon Seller's written acceptance thereof in a separate writing to that effect.

Any website promotions or discounts apply only to orders placed through our website, the applicable discount code must applied at the time of checkout in order to take advantage of the discount or promotional prices. Discounts or promotions can not be applied to existing or backordered purchase orders. All free shipping promotions apply to shipments within the continental united states.

1. Orders/Acceptance.Orders shall be initiated by Buyer by way of its issue of a purchase order or other writing or verbal placing of order, including that in electronic form acceptable to Seller, evidencing Buyer's intent to purchase goods from Seller. Buyer's orders shall identify the Product, quantity, part numbers, descriptions, applicable prices and requested delivery dates. All orders are subject to acceptance by Seller. Seller may accept Buyer's orders by way of written or electronic acknowledgement or by way of commencement of performance. Once an order is accepted by Seller, Buyer may not cancel or reschedule without Seller's written consent. No orders may be cancelled that are due to arrive within 60 (sixty) days of notification. No orders may be rescheduled for items due to arrive within 30 (thirty) days of notification. No orders may be rescheduled beyond 6 (six) months of originally scheduled ship date. All rescheduling requests are dependent on factory approval. Product already manufactured or already delivered to Seller cannot be rescheduled. Costs imposed by manufacturers for cancellations and reschedules will be billed back to Buyer, plus a handling fee. Seller reserves the right to allocate sales of Product among its customers in its sole discretion. Notwithstanding any provision of these Terms and Conditions to the contrary, orders for: (a) custom Product, (b) Product to which Buyer has specified required modification or enhancements (c) other non-standard Products, including Products not normally stocked by Seller; Products of manufacturers which do not appear on Seller's line card; orders in single quantities that exceed Seller's six (6) month stocking requirement; or Products otherwise identified by Seller as "NCNR" or "Non-Cancelable and Non-Returnable" ("Non-Standard Products") shall be non-cancelable and, such Product delivered by Seller shall not be returnable by Buyer to Seller; may not be rescheduled; and may not be returnable by Buyer to Seller. Orders less than $100.00 (one hundred dollars US) subject to $7.00 (Seven dollar and no cents US) small order charge. Any exceptions must be approved by Pridmore in writing, and require written manufacturer approval. Any exception will apply only to the specific Product specified in the writing, and is not to be construed as a modification of these terms and conditions for future Purchase Orders placed by Buyer.

2. Price. Prices shall be as specified by Seller. Notwithstanding the foregoing, Seller may increase the price for any Product after Buyer's order has been accepted by Seller in the event Seller's cost of the Product has been increased by its supplier or as a result of other circumstances beyond Seller's control. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, consular fees, document fees and import duties. If Seller shall be liable for or shall pay any of the foregoing the same shall be paid by Buyer to Seller in addition to the price of the Products.

3. Terms of Payment. Seller may in its sole discretion deliver Product to Buyer on open account under such credit limitations as are established or modified by Seller from time to time. If Seller has established a credit limit for Buyer, Buyer shall pay Seller's invoice amount for Product shipped by Seller within thirty (30) days from invoice date or as otherwise specified by Seller. Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction. Buyer's failure to timely remit payment shall constitute a substantial breach of agreement by Buyer. In addition to all other remedies available to Seller, Seller may suspend shipment of Product ordered by Buyer or cancel Buyers orders following such breach. Payments made by Buyer may be applied by Seller against any invoice or other obligation owing from Buyer to Seller regardless of any designation by Buyer. Buyer shall reimburse all costs incurred by Seller, including its attorneys fees and related costs, in collection of amounts due Seller.

4. Set off. Buyer shall not have the right to set off against the amount shows as due on the face of the invoice any indebtedness or other claim Buyer may have or assert against Seller however and whenever arising.

5. Delivery and Title. All shipments by Seller are F.O.B. Seller's facility. All transportation charges shall be paid by Buyer in addition to the price of the Products. Seller shall complete delivery upon its delivery of the Product to a common carrier. Title and risk of loss shall pass to Buyer at the point of delivery. Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer. Seller shall use reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer's requested delivery dates. Seller shall not be in default for its failure to tender Product to a common carrier on the delivery dates requested by Buyer. Seller may complete deliveries in installments. Seller shall further not be in default as a result of its allocation of available Product among Seller's customers who have ordered the same, whether or not said allocation is made proportionately or disproportionately among Seller's customers. Any such allocation may be made by Seller among its customers in such quantities as Seller may elect in its sole discretion.

6. Acceptance Of Products And Product Returns. Buyer is deemed to have accepted the Products delivered unless written notice of rejection is received by Seller within ten (10) days of delivery. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage withinten (10) days after delivery. No return of Products shall be accepted by Seller without a written Return Material Authorization ("RMA") Number, which may be issued by Seller in its sole discretion. Returned Products must be in original manufacturer's shipping cartons complete with all packing materials. All Products for return shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products. Products not eligible for return shall be returned to Buyer, freight collect.

7. Force Majeure. Seller shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, changes in law, material shortages, fire, strikes, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. Seller's time for performance of any such obligation shall be extended for the time period of such delay or Seller may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to Buyer.

8. Warranty.(a) Seller warrants to Buyer that the Products purchased hereunder shall conform to the applicable manufacturer's specifications provided Buyer has not ordered modifications or enhancements to the manufacturer's specifications. If Buyer has ordered modifications or enhancements to the manufacturer's specifications, Seller warrants that any modification or enhancement ordered by Buyer will conform to Buyer's written specifications therefore. Seller makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR AND WITHOUT LIMITATION, SELLER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DISCLAIMS ANY WARRANTY OF NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY. SELLER FURTHER DISCLAIMS ANY IMPLIED WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. With respect to Products which do not meet applicable manufacturer's specifications and with respect to value-added work completed by Seller which does not meet Buyer's written specifications, Seller's liability with respect to the breach of the above warranty shall be limited at Seller's election to: (1) refund of Buyer's purchase price for such Products (2) repair of such Products, or (3) replacement of such Products provided, however, that such Products must be returned by Buyer to Seller, within thirty (30) days from date of delivery transportation charges prepaid. (b) The manufacturer of the Products sold hereby, subject to time limitations and claims procedures may warrant to Buyer that said product is free from defect in material and workmanship under normal and authorized use and service. The manufacturer's warranty obligations are limited to replacement or repair of the warranted product. In such event, the Products sold hereby shall be identically warranted by Seller to Buyer, provided the manufacturer fulfills its warranty to Seller. Seller's obligation under this warranty shall be limited to the repair or replacement of the warranted Product, provided, however, for Product so warranted, Seller may, in its sole discretion, refund to Buyer the purchase price for the same. If the manufacturer has warranted the Product to Seller, Seller's warranty to Buyer shall terminate concurrently with the expiration of the manufacturer's warranty to Seller

9. Limitation Of Liabilities/Indemnities. (a) BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT COSTS, LOST PROFITS OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. (b) Provided Seller has delivered product to Buyer as specified by Buyer in writing, Buyer further agrees to indemnify and save Seller harmless from any loss, cost or expense, including taxable cost, interest, actual attorney's fees, and related defense costs, including expert witness fees, incurred by Seller in which Seller is made a party by any person claiming to have been injured, or claiming injury or damage to property, either directly or indirectly, as a result of or in connection with the use of the Product or its use in combination with other products, or in connection with a claim that said Product violates the intellectual property rights of third parties.

10. Use Of Products In Life Support, Nuclear And Certain Other Applications. Purchaser's use or integration of any Product in a life support or nuclear system will void any warranty herein provided by Seller and further, Buyer releases Seller from any liability for injury, to persons or property, or loss of life, as a result of Buyers implementation of Product in any life support or nuclear system or any part thereof. Seller shall have no liability with respect to any Product used by Buyer in connection with life support or nuclear systems. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, damages, losses, costs, expenses, including attorney fees and related defense costs, and liabilities arising out of or in connection with such use or integration.

11. Export Control. Buyer shall indemnify, defend and hold Seller harmless from any violation by Buyer of any federal, state or other law or regulation, foreign or domestic, in the use resale or export of Product

12. Advice. Any suggestions provided by Seller with respect to any technical or other (advice) including but not limited to component selection or specification, if adopted by Buyer, become the selection or specification of the Buyer. Seller shall have no responsibility or liability with respect to the same except as provided in the Warranty section above.

13. Arbitration. Any dispute arising between Seller and Buyer shall be resolved through arbitration before a panel of arbitrators sitting in Brevard County Florida. The arbitration shall be conducted pursuant to the commercial rules of arbitration then promulgated by the American Arbitration Association ("Rules"). If the Seller and Buyer cannot agree upon a single arbitrator within thirty ( 30) days after written notice forwarded by one of the parties to the other demanding arbitration, then within forty-five (45) days after said demand, each of Seller and Buyer shall choose an arbitrator, who, within ten (10) days following the last designation of an arbitrator, shall in turn choose a third and neutral arbitrator. Failure of a party to timely designate an arbitrator, shall result in the party loosing its right to designate an arbitrator and said party's arbitrator shall be appointed by the administrator as defined in the Rules If each party has timely designated an arbitrator but said arbitrators fail to timely designate a third arbitrator, the administrator shall appoint the third and neutral arbitrator. The decision of the arbitrator(s) shall be binding upon the parties hereto for all purposes, and judgment to enforce any such binding decision may be entered in a either the State or Federal court sitting in Brevard County Florida. For these purposes, each party hereby expressly and irrevocably consents to the jurisdiction and venue of any of said courts. The arbitrator(s) shall have the authority to award any remedy or relief that a State or Federal court sitting in Brevard County Florida could grant in conformity with applicable law, including the authority to award attorney's fees. The arbitration panel shall award attorney fees and related costs to the prevailing party. The arbitration panel shall have the same subpoena powers and shall manage discovery as if the panel were either the State or Federal court sitting in Brevard County Florida In the event discovery with third parties is inhibited in any way, or said discovery or the presence of witnesses for either deposition or hearing can not be compelled by the panel, the party seeking said discovery, or the attendance of witnesses, may commence an action in either the State or Federal court sitting in Brevard County Florida seeking the subpoena powers of said court to so compel discovery or the attendance of witnesses.

14. Entire Agreement. The terms of Buyer's Purchase Order, Seller's bid documents, if any, the terms herein enumerated and the terms contained on Seller's invoices shall constitute the entire agreement among Seller and Buyer. Provided, however, terms in Buyer's Purchase Order or other documents forwarded to Seller with respect to the purchase of Product which are in conflict with or contrary to the terms hereof, are rejected without further action of, or notice by, the Seller and shall not become a part of the agreement between Seller and Buyer regardless of the date any such conflicting or contrary terms are communicated to Seller and further notwithstanding any statement or suggestion to the contrary to the effect that Buyer's terms contained in any of the same are controlling. Additional terms contained in Buyer's Purchase Order or any other document forwarded to Seller with respect to the purchase of Product may become a part of the agreement between Seller and Buyer only upon Seller's written acceptance thereof in a separate writing to that effect.

15. General. As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by the Buyer without the prior written consent of the Seller. Any attempted or purported assignment shall be void. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and permitted assigns including the purchaser of substantially all of the assets of either the Buyer or Seller. The waiver or any provisions hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida excluding any law or principle which would apply the law of any other jurisdiction. The United Nations Convention for the International Sale of Goods shall not apply.