Payment Schedule - Payment terms are subject to credit approval by TSI, Inc.. Payments are due net 10 days from the invoice date. TSI, Inc. will invoice for the custom integration services described in the Proposal as follows:
* Products are invoiced upon shipment.
* Installation services and premium warranty are invoiced upon completion of installation.
* Additional services (e.g., time and materials) are invoiced upon completion.
Terms and Conditions - These terms and conditions govern the sale by Total Systems Integration (TSI), Inc. for products sold in the United States. By placing an order, Customer agrees to be bound by and accepts these terms and conditions. These terms and conditions are subject to change without prior written notice at any time, at TSI's sole discretion.
THESE TERMS AND CONDITIONS APPLY UNLESS CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH TSI, Inc., IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.

1. ORDERS - No other provisions appearing on any order form or document shall apply. Orders are subject to acceptance by TSI, Inc. and are non-cancelable. All orders are placed in U.S. dollars.

2. PRICES AND PAYMENT - Prices do not include sales, use, value-added or other excise tax, however designated or levied. Prices do not include shipping, insurance, and related fees. Unless Customer provides a valid tax exemption certificate with the order, Customer will pay all taxes for the Products. Customer will pay all shipping, insurance, and related charges as noted on quotation. All payments will be in U.S. dollars. Unless otherwise agreed by TSI, Inc., payment must be received by TSI, Inc. prior to TSI, Inc.'s shipment of an order. Invoices are due and payable in full ten (10) days from invoice date, unless otherwise noted. TSI, Inc. may invoice parts of an order separately. Customer agrees to pay interest on overdue payments at a rate equal to the lesser of 1½ percent per month or the maximum rate allowed by law.

3. TITLE - Title to products passes to Customer upon delivery to carrier. Title to Software and related documentation is retained by TSI, Inc. or its licensors. TSI, Inc. reserves a purchase money security interest in the products shipped until payment is received in full.

4. SHIPPING AND DELIVERY - Products are shipped F.O.B. origin.

5. SOFTWARE LICENSE - Software is licensed to Customer and is subject to the terms of the applicable end user software license agreement provided by TSI, Inc. or its licensors.

6. LIMITED WARRANTY - For a period of one year from delivery to Customer, TSI, Inc. warrants the hardware will be free of defects in materials and workmanship and will conform to the published specifications. Software warranties are provided solely as specified in the applicable software license agreements. TSI, Inc. does not warrant that the Products will operate uninterrupted or error-free. This warranty extends only to Customer.

During the warranty period TSI, Inc. will, at its option and expense, repair, modify, or replace defective hardware when Customer returns the defective hardware properly packaged and postage prepaid. Replacement parts may contain recycled, refurbished, or re-manufactured parts equivalent to new parts and are warranted for the greater of the remainder of the original hardware warranty period or thirty (30) days.

This warranty is dependent on proper use of the Products according to TSI, Inc.'s published specifications and instructions. This warranty does not apply to (i) supplies and consumables, (ii) Products with original identification marks removed or altered, or (iii) Products with defects or failures due to: disaster, accident, neglect, or misuse; failure or defect of electrical power, external electrical circuitry, air conditioning, or humidity control; use of Products with items not provided or approved by TSI, Inc.; or modifications, adjustments, repairs, or service provided by anyone other than TSI, Inc. or its authorized service provider.
THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARCHANTABILITY, WARRANTIES OF FITNESS FOR ORDINARY PURPOSES AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY - TSI, INC. IS NOT LIABLE FOR DAMAGES FOR LOST BUSINESS, LOSS OF PROFIT OR DATA, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.

8. GOVERNMENT LICENSES & PERMITS - Customer will comply with government import and export control laws and procedures applicable to the Products and will obtain permits and licenses required for the operation and performance thereof. Customer will obtain all regulatory, governmental, and other approvals and consents necessary or deemed appropriate by TSI, Inc. for the Products or Services.

9. FORCE MAJEURE - TSI, Inc. is not liable for any delay or failure to perform due to causes beyond its reasonable control.

10. GENERAL - Customer aggress and represents that the products are being purchased for its own internal use, and not for resale.

THE SALE IS GOVERNED BY THE LAWS OF THE STATE OF OHIO. Venue and jurisdiction will lie in Crawford County, Ohio.