This proposal, which includes only these terms and conditions, the material set forth herein and on the face hereof and any specifications or other material incorporated herein or described on the face hereof, constitutes a binding contract when it is accepted by Client. This proposal expressly limits the terms of Client's acceptance to the terms of the offer. No order shall be valid unless this proposal is signed by a representative of the Client. For standing or repetitive orders, an electronic acknowledgement of the terms will be kept on file. No additions, changes or modifications to the terms of this proposal shall be binding or deemed accepted unless made in writing and signed by a representative of the Client and of BUYTECH.NET.

Prices quoted are on a cost plus markup basis. The markup basis will be added when the BUYTECH.NET representative confirms the order with the client. The markup percentage will be determined from the matrix posted on the BUYTECH.NET web site. The confirmation will be verbally with a follow-up confirmation via electronic mail or facsimile.

Prices on confirmed orders are valid only for day on which the order is placed, orders that are held at the clients request, must be reconfirmed prior to shipping. BUYTECH.NET shall not be held liable for honoring prices that are the result typographical or electronic errors in the order database.

Unless described on the face of this proposal, BUYTECH.NET shall not be obligated to provide Client with services of any kind whatsoever, including, without limiting the generality of the foregoing, setup, installation, configuration, testing, training and/or post-delivery support services.

BUYTECH.NET'S post-delivery support services are intended to provide support to in-house people to answer questions regarding network infrastructure. In no event shall BUYTECH.NET be obligated to support altered, damaged or modified products provided hereunder, errors caused by Client's negligence, hardware malfunction or other causes beyond BUYTECH.NET's control and/or products not provided by BUYTECH.NET. Given the complexity of the hardware and software provided and the impracticality of monitoring all of Client's uses for conformance with hardware and software requirements, BUYTECH.NET does not guarantee or warrant that all problems are solvable or that its support services will always be able to find a satisfactory solution to a given problem. All Post-delivery Support Service Agreements shall have a term of twelve (12) months beginning on the date hardware is first delivered by BUYTECH.NET or on such other date as is mutually agreed in writing by BUYTECH.NET and Client.

Support services beyond the time specified in this proposal will be charged at BUYTECH.NET'S regular or overtime hourly rates as applicable. Payments for unused support services, if any, may not be applied against purchases of hardware or software. Site surveys are intended solely to ascertain the condition and configuration of existing client networks, to the extent existing and are performed for no other purpose.

Standard payment terms for all orders placed electronically are via credit card, electronic funds transfer, prepaid or by BUYTECH.NET’s approved lessor. The clients account or credit card will be debited as shipments are made.

Client acknowledges that payments beyond the stated payment terms will cause BUYTECH.NET to incur costs not contemplated and which are extremely difficult and impractical to determine. Therefore, if payment is not made or received when due, Client shall pay to BUYTECH.NET one and a half (1.5%) per month or eighteen percent (18%) per annum of the outstanding balance, but not more than the amounts allowed by law. The foregoing fee shall be charged from the date payment first became due and shall be payable until the date received by BUYTECH.NET. This provision shall not be construed as an agreement to extend the terms for payment. If Client becomes delinquent for the payment of any charges, fees, bills, invoice or any other amount due to BUYTECH.NET and remains delinquent for a period of time more than ten days, the Client shall pay to BUYTECH.NET all costs and expenses incurred by BUYTECH.NET for the enforcement of its rights, whether incurred by BUYTECH.NET or paid to a third party, including, but not limited to attorneys' fees and fees for collection agencies. Partial shipments and service will be billed as made or performed and payments therefor are subject to the above terms. BUYTECH.NET may cancel or delay delivery of products in the event Client fails to make prompt payment.

Each product furnished by BUYTECH.NET MUST BE INSPECTED BY CLIENT UPON RECEIPT and shall be deemed accepted by Client unless written notice of defect or nonconformity is received by BUYTECH.NET within seven (7) days of delivery and such product is returned to BUYTECH.NET in its original carton and with all manuals, cables, literature and other contents within ten (10) days of said written notice; provided that products for which BUYTECH.NET agrees in writing to provide installation by its personnel shall be deemed accepted by Client upon completion by BUYTECH.NET of its applicable acceptance tests or execution of BUYTECH.NET's acceptance form by Client. Notwithstanding the foregoing, use of any such product by Client, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute acceptance of the product by Client. All returns must be authorized in writing by BUYTECH.NET and shipment made prepaid to the location designated by BUYTECH.NET. When returning authorized products, Client must include on the packing slip the return material authorization (RMA) number assigned by BUYTECH.NET. No credit can be allowed for items damaged in shipment nor for items found to be properly functioning. All items returned which are not eligible for credit or which do not contain the proper RMA number will be returned to the purchaser, transportation collect.

Unless otherwise stated in writing by BUYTECH.NET, all prices listed on the face hereof shall be exclusive of insurance, transportation, installation, handling, taxes (including, without limitation, any added value, use, sales, or similar tax), license fees, customs fees, duties and other charges related thereto, any and all of which are the responsibility of Client. If BUYTECH.NET, in its sole discretion, chooses to make any such payment, Client shall reimburse BUYTECH.NET in full upon demand. Such fees, taxes or other charges may be added to the invoice by BUYTECH.NET and Client will pay such amounts. Prices quoted are for products only and do not include technical data, patent rights, proprietary rights of any kind, or testing (other than the manufacturer's standard factory tests) and special or export packaging unless expressly agreed to in writing by BUYTECH.NET. When special packaging is required, it will be separately invoiced. Unless otherwise agreed in a writing signed by BUYTECH.NET, Client assumes total responsibility for proper selection, installation, operation, and maintenance of all products and services purchased.

All backorders that are less than seven (7) calendar days old will be shipped automatically without notification to the client. Backorders that become available after seven (7) calendar days will be confirmed with the client prior to shipping and billing. The client may cancel without penalty any backorders that are over seven calendar days old. Backorders that are older than seven (7) days will be held for 24 hours until confirmation is received and then cancelled if confirmation is not received.

Defective, DOA (dead on arrival) items may be returned for exchange or credit within thirty (30) days of receipt. All items must be returned in original packaging with all manuals, parts, software, as delivered. The manufacturer’s defective warranty policy supercedes any defective (DOA) policy that BUYTECH.NET offers.

BUYTECH.NET hereby reserves a purchase money security interest in any products shipped and proceeds thereof in the amount of the purchase price. These interests will be satisfied by payment in full. A copy of this agreement may be filed with the appropriate authorities any time as a financing statement and/or chattel mortgage in order to perfect BUYTECH.NET's security interest. Client authorizes BUYTECH.NET to file in appropriate jurisdictions a financing statement to perfect its security interest executed by any duly authorized employee of BUYTECH.NET as Client's attorney-in-fact, and describing the collateral as the products sold herein, and/or the proceeds thereof. On the request of BUYTECH.NET, Client will execute other instruments for the purposes set forth in this section. BUYTECH.NET may repossess with or without process of law and without prejudice to any other rights or remedies BUYTECH.NET may have, products shipped herein if Client fails to make timely payments by entering upon Client's premises. All costs and expenses incurred by Client to protect its rights hereunder shall be the responsibility of Client.

All costs for transportation shall be at the sole expense of Client. BUYTECH.NET reserves the right to ship product freight collect and will ship via United Parcel Service Co. Title and risk of loss or damage shall pass to Client upon delivery of the products to the transportation company or courier FOB BUYTECH.NET, whether or not installation is provided by or under supervision of BUYTECH.NET. Confiscation or destruction of, or damage to products shall not release, reduce, or in any way affect the liability of Client to BUYTECH.NET and Client shall seek recovery of loss solely from the transportation company or courier. Client, at its sole expense, shall fully insure products against all loss or damage until BUYTECH.NET has been paid in full therefor. ALL PRODUCTS MUST BE INSPECTED UPON RECEIPT and claims should be filed with the transportation company when there is evidence of shipping damage, either concealed or external. As used in the clauses appearing herein or attached hereto, "delivery" shall occur when products are delivered FOB BUYTECH.NET, which shall be either the point of shipment or such other place as BUYTECH.NET shall specify.

By accepting this proposal, Client herein acknowledges that BUYTECH.NET is solely a distributor for various manufacturers and if a third party claims infringement of industrial property rights by, or in relation to, products acquired herein, Client must immediately inform the manufacturer of said product and BUYTECH.NET. Manufacturer shall have the right, at it own expense, to carry on all negotiations concerning a settlement of any dispute and/or lawsuit resulting from third party claims. BUYTECH.NET shall in no event be liable for damages resulting from any infringement of industrial property rights and Client herein agrees to seek any relief solely from the specific manufacturer causing said damage. If products are manufactured according to Client's designs, specifications or instructions, Client shall hold BUYTECH.NET and manufacturer harmless from any claims, liabilities, expenses, costs and damages arising out of actual or alleged infringement of a third party's industrial property rights.

By accepting this proposal, Client acknowledges that BUYTECH.NET is not the manufacturer of the products. The warranty on products sold hereunder is limited solely to the warranty, if any, offered by the manufacturer of such products. Services performed by BUYTECH.NET shall be performed in a professional manner consistent with industry practice. BUYTECH.NET DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Client agrees herein that there shall be no warranty liability on the part of BUYTECH.NET unless expressly provided herein or as otherwise agreed to in writing by BUYTECH.NET. All claims under any applicable manufacturer's warranty must be received within the applicable warranty period by the manufacturer. BUYTECH.NET shall not be liable to Client for any loss, damage or expense of any kind or nature allegedly caused by or arising from products or services except as expressly provided herein. Should BuyTech.net fail to perform as provided in this proposal and Client suffers damage or loss as a result, BUYTECH.NET'S liability is limited to solely and exclusively (a) during the 60 days after complete delivery of software and hardware described in this proposal, to the cost of software and hardware provided hereunder plus any charges for installation of the products sold hereunder and (b) thereafter, to the cost of software provided hereunder.

Under no circumstances will BUYTECH.NET be liable to Client or any other party for indirect, punitive, exemplary, incidental, consequential, resulting or special, losses or damages, of any kind, however caused, including, but not limited to, lost profit arising out of, or in any way connected with, services or products purchased from BUYTECH.NET, or supplied by BUYTECH.NET to Client. Client herein agrees to indemnify and hold BUYTECH.NET harmless from any and all liability, cost, expenses asserted against BUYTECH.NET by any party contrary to the terms of this paragraph.

All contracts shall be construed under and governed by the laws of the Commonwealth of Pennsylvania.

PARAGRAPH A - ARBITRATION

[Except as otherwise provided herein, all disputes under any contract not otherwise resolved between BUYTECH.NET and Client shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then obtaining. This obligation to arbitrate shall be specifically enforceable under the prevailing arbitration law. Any award rendered by arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in a court of competent jurisdiction for BUYTECH.NET's principal office, and in no other place. All arbitration proceedings shall take place in Philadelphia, Pennsylvania or such other place as BUYTECH.NET may agree upon in writing. Provided that, in BUYTECH.NET's sole discretion an action by BUYTECH.NET to collect amounts due from Client may be heard in court or some other place designated by BUYTECH.NET. Client hereby consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.]

PARAGRAPH B - NO ARBITRATION

[Except as otherwise provided herein, all disputes under or related to any contract between BUYTECH.NET and Client shall be resolved in a court of competent jurisdiction for BUYTECH.NET's principal office, and in no other place. Client hereby consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.]

If any part of the terms and conditions stated herein is held void or unenforceable, such part will be treated as severable, leaving valid the remainder of the terms and conditions notwithstanding the part or parts found void or unenforceable.

A waiver, modification, or nonenforcement hereunder shall not be construed as a waiver, modification or nonenforcement of any other condition or obligation, nor shall a waiver, modification or non-enforcement by BUYTECH.NET granted on any one occasion be construed as applying to any other occasion. BUYTECH.NET specifically rejects any terms and conditions which may appear on Client's Purchase Order presented in response to this proposal.

Client may not assign its rights or obligations hereunder without the express written consent of an authorized representative of BUYTECH.NET.

Any estimates made by BUYTECH.NET for cost of services, hardware or software to Client shall be made in good faith but shall in no event constitute a fixed price agreement until reduced to a writing signed by authorized representatives of BUYTECH.NET and Client.

BUYTECH.NET shall have the right to determine which of its staff shall be assigned to perform applicable services for Client under this proposal and shall have the sole right to reassign any staff person.

No action arising out of this proposal, regardless of form, may be brought by either party more than one year after the cause of action has accrued.