I/OMAGIC CORPORATION STANDARD SALES TERMS AND CONDITIONS

1. DEFINITIONS. “BUYER” shall mean the person or entity described on the face of the invoice as the BUYER. “Goods” shall mean the products described on the face of the invoice as being sold to BUYER.
2. ACCEPTANCE. Notwithstanding anything in BUYER’s form of purchase order or other form to the contrary, BUYER’s acceptance of the Goods shall constitute an affirmation by BUYER that the terms and conditions set forth herein govern the purchase and sale of the Goods and that the terns in BUYER’s order forms that are in addition to, in conflict with or are different from the terms and conditions herein shall have no effect on this transaction. The contract formed in accordance with the foregoing shall be referred to as the “Order.”
3. PURCHASE PRICE. BUYER agrees to pay the purchase price as specified on the invoice. In addition, BUYER agrees to pay any and all sales or other taxes levied on or measured by such purchase price, or arising from the use of the Goods and any parts or maintenance supplied, including without limitation, any additional sales, use, gross receipts, privilege, excise, and personal property taxes unless specified in writing on the invoice.
4. PAYMENT TERMS. The total amount on the invoice shall be payable in full by BUYER within thirty (30) days after the date of the invoice unless otherwise specified in  the invoice. All amounts past due are subject to a late charge of one and one-half percent (1 ½%) per month or eighteen percent (18%) per annum. In addition, an administrative fee of one percent (1%) per month or twelve percent (12%) per annum will be charged.
5. DELIVERY. Delivery shall take place at I/OMAGIC CORPORATION unless otherwise specified in writing on the invoice.
6. INSPECTION. BUYER shall inspect the Goods at delivery and shall notify I/OMAGIC CORPORATION of any defects or discrepancies within one (1) day of receipt of Goods.
7. TITLE AND RISK OF LOSS. Title and risk of loss or damage to the Goods shall pass to BUYER on the date of shipping product(s) to BUYER.
8. LIMITED WARRANTY. Generally, I/OMAGIC CORPORATION offers no warranty other than one year from shipping date and can be limited to less, depending on product. To obtain a copy of the standard warranty, visit www.iomagic.com under customer support or service, see policy or contact I/OMAGIC CORPORATION for a copy. In most cases, should there be a warranty change within the year of warranty coverage, I/OMAGIC will abide by the change when it affects or limits the first year warranty. Some Goods offered may come with a limited warranty and may be shorter than one year. During any warranty period, I/OMAGIC will repair or replace all Goods which prove to be defective during the specified warranty period. However, customer must first obtain a Return Material Authorization (RMA) number prior to returning, and I/OMAGIC will not warranty any Goods which have been subjected to improper freight handling/shipping, abuse, neglect, or unauthorized repair or installation. The warranty also will not cover Goods installed with non-I/OMAGIC components and/or part with broken warranty seals, missing serial number or having assembly trace damage. Physical damage or customer induced damage voids any I/OMAGIC warranty. This warranty policy does not extend beyond the original BUYER. I/OMAGIC reserves the right to request BUYER pay the total cost of any replacement of Goods or the Goods itself, if later the Goods returned for warranty service are found to be physically damaged by the BUYER.
9. DISCLAIMER OF WARRANTY. I/OMAGIC CORPORATION MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER’S SOLE AND EXCLUSIVE REMEDY FOR I/OMAGIC’S LIABILITY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, AND THE BREACH OF ANY AND ALL WARRANTIES) SHALL BE LIMITED TO THE REPLACEMENT OF DEFECTIVE GOODS AT NO CHARGE TO BUYER. IN NO EVENT SHALL I/OMAGIC’S LIABILITY INCLUDE ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES, EVEN IF I/OMAGIC SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
10. ALTERATIONS, MODIFICATIONS AND ATTACHMENTS. Any alterations, modifications, additions, improvements, installation, or attachments on the Goods not authorized in writing by I/OMAGIC shall solely be at BUYER’s own expense and risk. If operation of the Goods is affected in any way by such unauthorized alterations, modifications, additions, improvements, installation, or attachments, the warranty shall be deemed waived by the BUYER, and I/OMAGIC shall have no further obligation to BUYER.
11. RETURN OF GOODS/REPLACEMENTS/DEFECTIVE ON ARRIVAL (DOA). I/OMAGIC CORPORATION will not accept any returned Goods or DOA Goods during the warranty period unless BUYER follows the Returned Materials Authorization procedure and policy. All shipments returned to I/OMAGIC must be prepaid by BUYER and as outlined by I/OMAGIC. All shipments returned to BUYER will be by UPS Ground, unless will call pickup. For any express delivery, BUYER is responsible for the difference in freight charges and charge will be Cash on Delivery (C.O.D.).
12. FORCE MAJEURE. I/OMAGIC CORPORATION shall not be held responsible for any failure or performance to make timely delivery of all or any part of the Goods in the event such failure was due, in whole or in part, to federal, state or municipal action, stature, ordinance or regulation, strike or other labor disputes, fire or other damage to or destruction of, in whole or in part, the Goods or the manufacturing facility for the Goods, the lack or inability to obtain raw materials, labor, fuel, electrical power, water or supplies, or any other cause, act of God, contingency or circumstances within the United States not subject to the control of I/OMAGIC, which causes or hinders the manufacture or delivery of Goods.
13. CANCELLATION. An order may not be cancelled, in whole or in part, by BUYER without I/OMAGIC’s prior written consent and only upon terms and conditions that will indemnify, hold harmless and compensate I/OMAGIC against loss including, but not limited to, the costs of profits as a result of such cancellation.
14. SECURITY AGREEMENT. Until BUYER performs all of its obligations hereunder (including without limitation, payment in full of the Purchase Price), I/OMAGIC CORPORATION shall retain a purchase money security interest in the Goods (including all accessions and replacements thereto and the proceeds thereof) to secure the performance by BUYER of all such obligations. BUYER hereby appoints I/OMAGIC CORPORATION as its attorney-in-fact to prepare, sign and file (or record) in BUYER’s name any financing statement or other document necessary to perfect I/OMAGIC’s security interest. BUYER shall, upon request by I/OMAGIC, promptly execute any financing statement or other document and take any other action deemed desirable by I/OMAGIC in order to perfect I/OMAGIC’s security interest.
15. ATTORNEYS’ FEES. If any suit or action to enforce or to interpret any of the terms, conditions or covenants herein, or to recover damages as a result of a breach of any provision of any Order, the prevailing party shall be entitled to recover from the party not prevailing the costs and expenses, including reasonable attorneys’ fees incurred by the prevailing party in prosecuting or defending such action and any appeals taken thereunder.
16. ASSIGNMENT. No right duty or interest in any Order may be assigned or delegated by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld.
17. GOVERNING LAW/VENUE. BUYER agrees that all orders placed with I/OMAGIC CORPORATION shall be construed as business conducted in the State of California. All invoices and the rights and obligations of BUYER and I/OMAGIC CORPORATION shall be governed by and construed in accordance with the laws of the State of California, excluding its choice of law provisions. All disputes arising under or related to this invoice which are not settled by agreement of the parties shall be litigated in the State Federal Courts in the State of California, County of Orange.
18. SEVERABILITY. It at any time any one or more provisions of these Standard Terms and Conditions becomes or is held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions herein shall not in any way be affected or impaired thereby.
19. ENTIRE AGREEMENT. This invoice and the Standard Terms and Conditions sets forth the entire agreements between BUYER and I/OMAGIC CORPORATION and exclusively determines the rights and obligations or BUYER and I/OMAGIC, notwithstanding any prior course of dealing, custom or usage of trade or course of performance or any additional or different terms proposed by BUYER at any time.