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1. Agreement:
The enclosed invoice from Stealth Computer Corporation (SCC) contains all the terms and conditions with respect to the sale and purchase of goods specified therein. No modification of the terms and conditions set forth in this invoice shall be of any force unless such modification shall be signed by the party claimed to be bound thereby.

2. Delivery & Risk of Loss:
Delivery shall by FOB point of origin unless otherwise agreed to in writing by SCC. Upon request by the buyer, SCC shall prepay insurance and freight and invoice buyer for such costs. The buyer will inspect the product delivered to it by SCC and shall advise SCC of any damage or defect in material or workmanship within 10 days of receipt of product.

3. Payment:
SCC payment terms, conditioned on approved credit, are net 30 days from the date of invoice unless otherwise stated in writing by SCC. In addition, SCC reserves the right to modify the payment terms provided herein if, in SCC's opinion, the payment record or financial condition of the Buyer so warrants. Late payments shall be subject to a charge of 1% interest per month on the unpaid balance.

SCC shall retain title to and ownership of the product until payment in full in accordance with paragraph 3 hereof has been made. The Buyer's failure to make timely payments may result is in such action as commencement proceedings for collections, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods, and termination of product warranty. In the event payment is not made, SCC shall be entitled to its discretion to dissolve the sale and retake possession of the product and retain all monies received on account from purchaser in part payment as liquidated damages.

4. Taxes:
The Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and similar charges, however designated levied on the sale of the Product (or the delivery thereof) or measured by the purchase price thereunder. Exemption certificates must be presented prior to ship if they are to be honored.

5. Cancellation:
It is understood that orders placed pursuant to this agreement may not be cancelled or rescheduled without SCC's written consent and shall be subject to cancellation charges/-restocking charges determined by SCC.

6. Return Policy:
The product shall not be returned to SCC except prior to authorization of SCC, which authorization shall specify the terms upon which the product(s) is to be returned. SCC agrees to grant such authorization in respect of products, which have a defect in material or workmanship or have been damaged in transit before delivery where the Buyer has complied with the inspection required by paragraph 2 and has notified the carrier. If a product is returned for reasons other than specified above, a re-stocking/ return to stock charge shall be applied at Stealth's discretion.

7. Excusable Delays:
Time of delivery is based upon a corresponding promise of delivery by SCC's suppliers and SCC shall not be responsible in case of delays or failure to deliver on the part of SCC's suppliers.

8. Purchase Orders:
Stealth Computer Corporation will acknowledge the receipt of an order in writing if the request is included in the Purchase Order at time the order was placed. Prices quoted are applicable only to those quantities shown. Order for other than quoted quantities "or conditions of purchase" may be subject to price changes and should be confirmed with SCC prior to placing an order. Quotes are valid for 30 days.

9. General:
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by SCC to Buyer and supersedes all prior offers, negotiations, understanding and agreements. Unless Buyer and SCC have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written, or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein.



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