Modem Express General Terms and Agreements

Acceptance
The terms and conditions of this order become the exclusive and binding agreement between Modem Express, Inc. (herein known as "MEI") and the Buyer covering the purchase of the goods, equipment or services of such goods and equipment ordered when the order is accepted by commencement of performance. Acceptance of this order is expressly limited to the terms hereof. Additional or different terms will not be applicable unless agreed upon in writing by the Buyers and MEI.

Terms of Payment
Payable upon receipt of invoice, unless otherwise expressly agreed upon in writing by MEI. All extended use service charges will be passed on to the customer.

Late Charges
All invoices not paid within ten (10) days of the due date, customer shall be responsible and pay to MEI on demand a late charge thereon from the due date until payment in an amount equal to the maximum rate permitted by law.

Limitation of Liability
In no event, whether as a result of breach of contract or warranty, tort (including negligence) or otherwise, shall MEI be liable for any consequential, incidental or exemplary damages, including without limitation, any loss of profit or revenues, loss of use of any equipment or goods or downtime costs.

NO OTHER WARRANTY EXPRESSED OR IMPLIED INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WILL APPLY TO EQUIPMENT AND GOODS SOLD.

Taxes
Prices do not include any taxes. Taxes will be added to the invoice as required by law to be billed and collected. These taxes will be paid by the Buyer (Rentee) unless the Buyer provides a proper tax exemption certificate

DISCLAIMER EXCLUSIONS OF WARRANTIES
The parties agree that the implied warranties of merchantability and fitness for a particular purpose and all other warranties express or implied, including without limitation warranties as to description, quality or productiveness and excluded from this transaction and shall not apply to the goods or equipment sold unless the parties shall otherwise agree in writing.

In so much as MEI acquires certain software and/or hardware from manufacturers, MEI can not accept responsibility or can it warrant that such hardware or software shall operate currently with respect to all date-data and date related calculations beginning the calendar year 2000. MEI's liability is outlined in accordance with above, Limitation of >ability, of the Agreement of services.

Upon written request from the customer, MEI will provide the Customer with the specific Manufacturers Warranty(s) required.

Miscellaneous
All Terms and Conditions are subject to the Laws of Minnesota. Any oral statements about the goods or equipment do not constitute warranties. They shall not be relied upon by the Customer and are not part of the agreement.

SALES TERMS AND CONDITIONS

1. Equipment and goods are shipped F.O.B. Shipping Point.
2. Payment terms are: "Due upon Receipt of Invoice."
3. All goods or equipment sold my MEI are subject to warranty (90 days unless otherwise noted.) Nonpayment or delinquent payment (5 days or more) "voids" warranty. MEI will, at its description, repair or replace any malfunctioning equipment or goods, provided payment is made in due course, except in cases of improper application or misuse of goods or equipment by the customer. The duty to replace is the "sole and exclusive" warranty given and is in lieu of all other warranties express or implied.
4. No equipment or goods will be accepted for warranty repair without prior authorization from MEI, Upon approval, a return authorization will be issued to customer. Customer is liable for freight costs both ways.
5. All shipments may be insured upon request by customer for full value of the goods or equipment purchased. In case of shipping damage, warranty does not apply, it is customer's responsibility to contact forwarder promptly and register a claim. Concealed damage should be reported at once and claim made to forwarder in writing.
6. All sales are NONCANCELABLE. However, MEI may at its option, accept a 30% minimum restocking charge, if equipment or goods are returned in good condition within 15 days of delivery. Such returns will not be acceptable without a return authorization number.
7. The purchaser may not elect a third party, and MEI will not accept any obligation to re-bill or otherwise change mode of billing or responsibility for payment. This includes leasing companies, banks, or other parties who may wish to gain title to "the goods or equipment."
8. MEI retains title to all purchased goods and equipment until the sales invoice is paid in full, at which time title will convey to the buyer. Invoices are pro forma and do not convey title until paid.
9. Prices are subject to change without notice. MEI is not responsible for typographical errors.
10. Unless otherwise indicated or agreed, each electronic instrument is shipped, calibrated, and guaranteed to meet manufacturer's original specifications.