Keithley 2200-20-5 DC Power Supply 20Vdc 5 Amps 100Watts, GPIB & USB

US POWER AND TEST EQUIPMENT INC. ,  TERMS OF SALE

I. US POWER AND TEST EQUIPMENT INC.  

SALES POLICY FOR PRODUCTS

Wholesale

Only US Power and Test Equipment Inc. sells its complete offering wholesale to business customers.

Prices

Prices listed are wholesale in U.S. dollars, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Quotes are valid for 30 days unless noted on the quote. Customer should contact US Power and Test Equipment Inc.  at 760-473-1732 or check online at www.testequipmentbay.com, for current pricing. Export orders may be subject to other special pricing. US Power and Test Equipment Inc.  reserves the right to accept or reject any order.

Sales Tax

Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. Sales tax on the final invoice may vary from what you paid at checkout with your credit card, due to the location from where the shipment originates.

Payment and Credit Terms

US Power and Test Equipment Inc.  accepts Checks, Visa, MasterCard, Discover, American Express, and Electronic Funds Transfer (EFT/ACH). For customers with established US Power and Test Equipment Inc.  credit, payment terms are net thirty (30) days from the date of shipment. All credit extended by US Power and Test Equipment Inc.  to customer, and the limits of such credit, is at US Power and Test Equipment Inc. 's sole discretion, and may be reduced or revoked by US Power and Test Equipment Inc.  at any time, for any reason.

As a condition for the continued extension of credit, customer agrees to provide US Power and Test Equipment Inc.  with current credit information and three (3) trade references and one (1) bank reference within five (5) business days following request by US Power and Test Equipment Inc. . US Power and Test Equipment Inc.  reserves the right to charge a convenience fee for late payments. US Power and Test Equipment Inc.  further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1.5%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. US Power and Test Equipment Inc.  has the right of set-off and deduction for any sums owed by customer to US Power and Test Equipment Inc.. If customer fails to make payment within thirty (30) days of shipment, or fails to comply with US Power and Test Equipment Inc. 's credit terms, or fails to supply adequate assurance of full performance to US Power and Test Equipment Inc.  within a reasonable time after requested by US Power and Test Equipment Inc.  (such time as specified in US Power and Test Equipment Inc. 's request), US Power and Test Equipment Inc.  may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys' fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to US Power and Test Equipment Inc.  proper authorization necessary for US Power and Test Equipment Inc.  to request any financial information from third parties. Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer's subsidiaries and affiliates purchasing from US Power and Test Equipment Inc.  are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.

Security Interest

Customer hereby grants to US Power and Test Equipment Inc.  a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to US Power and Test Equipment Inc. Customer agrees to file, and it permits and authorizes US Power and Test Equipment Inc.  to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of US Power and Test Equipment Inc. 's lien or security interest.

Credit Balance

Customer agrees that any credit balance(s) issued by US Power and Test Equipment Inc.  will be applied to customer's account within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND US POWER AND TEST EQUIPMENT INC.  SHALL HAVE NO FURTHER LIABILITY.

FREIGHT POLICY

Products are shipped F.O.B. origin to customer's single location located in the contiguous United States, in accordance with US Power and Test Equipment Inc. 's freight schedule. Receipts for shipping will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery (“Other Freight Services”), including without limitation, expedited same day delivery, air freight, freight collect, export orders, sourced products, non-stock products hazardous materials, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.

 

PRODUCT WARRANTY POLICY

Products Damaged in Shipment

Products damaged in shipment will be repaired or replaced at no cost to customer if US Power and Test Equipment Inc.  is notified within 10 days of delivery. Customer should immediately notify carrier of any visible damages upon delivery.

Limited Warranty Period for Used Products

US Power and Test Equipment Inc.  warrants used products against defects in materials and workmanship under normal use for a period of one (1) year after the date of purchase from US Power and Test Equipment Inc., unless otherwise stated, or in the case of haz-mat, sourced, or custom products. provided that US Power and Test Equipment Inc.  accepts the product for return during the limited warranty period, US Power and Test Equipment Inc.  may, at its option: (i) repair; (ii) replace; or (iii) refund the amount paid by customer. US Power and Test Equipment Inc.'s repair, replacement, or refund of amounts paid by customer for the product, shall be customer's sole and exclusive remedy.

Warranty Disclaimer and Limitations of Liability to All Customers

Except as set forth herein and where applicable, no warranty or affirmation of fact or description, express or implied, is made or authorized by US Power and Test Equipment Inc. . US Power and Test Equipment Inc.  disclaims any express or implied warranties of merchantability, fitness for a particular purpose or noninfringement of intellectual property rights. US Power and Test Equipment Inc.  also disclaims any liability for claims arising out of product misuse, improper product selection, improper installation, product modification, mis-repair or mis-application. Any liability for consequential, incidental, special, exemplary, or punitive damages is expressly disclaimed to the extent permissible. US Power and Test Equipment Inc. 's liability in all events is limited to the purchase price paid for the product that gives rise to any liability.

Return Policy

To return a product during the Limited Warranty Period (30 days after date of purchase), customer must call 760-473-1732 for a return authorization number. Each return authorization number is valid for thirty (30) days. There is no restocking fee, except as otherwise noted herein, if products are returned within the Limited Warranty Period, shipping prepaid, and be unused, undamaged, new condition, with original packaging and all contents including manufacturer's original packaging unblemished and all accessories, manuals and warranties included. Test and Measurement equipment will incur a restocking fee of 20% if the seal on the box has been opened. Customer must include a copy of the packing list or invoice with a reason for the return. Late returns and incomplete returns will incur a 20%, or higher, restocking fee. Customer will waive and forfeit any and all rights to return any products, if the products have been modified in any way including; but not limited to, hardware or software changes, updates, deletions, removal or replacement of any parts, software or firmware; or modifications of any other kind.

 

 

Manufacturer's Warranty

After 30 days, product is subject to the manufacturer's return policy and may need to be returned directly to the manufacturer. For information on a specific manufacturer's warranty, please contact US Power and Test Equipment Inc.  at (760)473-1732.

Product Compliance and Suitability

Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. US Power and Test Equipment Inc.  does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does US Power and Test Equipment Inc.  accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.

Cross-Reference Information

Product cross-reference comparisons do not imply that products are available or perfectly comparable. Cross-referenced products are not represented or warranted as functional or performance equivalents. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for customer's intended use.

PRODUCT INFORMATION

Catalog/Website Information

Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any US Power and Test Equipment Inc.  catalog, literature or websites does not constitute the right to purchase products. US Power and Test Equipment Inc.  reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the US Power and Test Equipment Inc.  catalogs and websites. US Power and Test Equipment Inc.  reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from US Power and Test Equipment Inc..

Product Substitution

Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.

Third Party Payment Provider

If customer elects to use a third party payment system provider (“Third Party Provider”) and US Power and Test Equipment Inc.  is charged fees by the Third Party Provider, US Power and Test Equipment Inc.  reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.

Intellectual Property

Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by US Power and Test Equipment Inc., or any trademarks or service marks owned by suppliers to US Power and Test Equipment Inc.. All materials contained on the www.uspowerandtestequipment.com or any of its’ affiliated websites is subject to the ownership rights of US Power and Test Equipment Inc.  and its suppliers. Customer shall have no right to copy or use any of the intellectual property of US Power and Test Equipment Inc.  or its suppliers without US Power and Test Equipment Inc.'s permission.

Independent Contractors

US Power and Test Equipment Inc.  and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate US Power and Test Equipment Inc.  in any manner, nor may customer represent to anyone that it has the right to do so.

Sourced Product

US Power and Test Equipment Inc.  may procure product not available through the US Power and Test Equipment Inc. catalog or available on www.US Power and Test Equipment Inc. .com for a customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis and is shipped F.O.B. origin with freight and handling fee paid by US Power and Test Equipment Inc.  and charged to customer. Sourced Product may not be returned without a return goods authorization issued by US Power and Test Equipment Inc..  US Power and Test Equipment Inc., at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. US Power and Test Equipment Inc.'s limited warranty terms included in these terms and conditions do not apply to sourced products. The product warranty provided by the manufacturer and/or supplier will be customer's sole remedy.

Custom Product

US Power and Test Equipment Inc.  may offer products manufactured or assembled to customers specifications (“Custom Product(s)”). US Power and Test Equipment Inc.  is not responsible for verifying or confirming the accuracy of specifications provided by customer to US Power and Test Equipment Inc.  for Custom Products. US Power and Test Equipment Inc. ’s limited warranty terms included in these terms and conditions do not apply to custom products. The product warranty provided by the manufacturer and/or supplier will be customer's sole remedy, and all other warranties are disclaimed under Section I.C. above. all custom products are sold on a “final sale” basis only, and no cancellations, returns, refunds or credits are allowed.

Non-Cancellable / Non-Returnable (NCNR) Products

Products classified as Non-Cancellable / Non-Returnable designation online or the No Cancel - No Return note, on quote and order acknowledgments, cannot be cancelled once placed on order nor returned once shipped. All Non-Cancellable / Non-Returnable are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.

Cancellation

All product order cancellations, if not prohibited above, must be approved by US Power and Test Equipment Inc., and may be denied or subject to restocking fees and other charges.

Product Return

Product returns, if not prohibited above, must be made within thirty (30) days from date of purchase, unless otherwise indicated. Customer must call US Power and Test Equipment Inc.  for return instructions. Returned product must be shipping prepaid, be unused, undamaged, new condition, with original packaging and all contents. Test and Measurement equipment will incur a restocking fee of 20% if the seal on the box has been broken and/or opened. Proof of purchase is required in all cases. All product returns may be denied or made subject to restocking fees and other charges by US Power and Test Equipment Inc..

Materials of Trade

Customer represents that if it is purchasing products as its “materials of trade,” as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of its business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by itself.

Force Majeure

US Power and Test Equipment Inc.  shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of US Power and Test Equipment Inc.  in the conduct of its business.

Assignment

Customer shall not assign any order, or any interest therein, without the prior written consent of US Power and Test Equipment Inc. . Any actual or attempted assignment without US Power and Test Equipment Inc. 's prior written consent shall entitle US Power and Test Equipment Inc.  to cancel such order upon notice to customer.

No Third Party Benefit

The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.

Waiver, Choice of Law and Venue

The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the state of Delaware, excluding its conflict of law rules, and venue shall either be in the state or federal courts in state of Delaware.

Severability

If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

Modification of Terms

US Power and Test Equipment Inc. 's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of US Power and Test Equipment Inc. 's acknowledgment, or from customer's acceptance of all or any part of the products ordered. No additions or modifications of US Power and Test Equipment Inc. 's terms and conditions by customer shall be binding upon US Power and Test Equipment Inc. , unless agreed to in writing by an authorized representative of US Power and Test Equipment Inc.. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in US Power and Test Equipment Inc. 's acknowledgment, US Power and Test Equipment Inc. 's fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer and will not constitute a waiver by US Power and Test Equipment Inc.  of any of the terms and conditions contained herein or in US Power and Test Equipment Inc. 's acknowledgment.

Complete Agreement

The terms and conditions in: (i) US Power and Test Equipment Inc. 's forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference and constitute the entire and exclusive agreement between customer and US Power and Test Equipment Inc. .

II. ADDITIONAL TERMS AND CONDITIONS RELATED TO THE PERFORMANCE OF SERVICES

In addition to the standard terms and conditions in section I, performance of services will be governed by the following additional terms and conditions (“additional service terms”).

 

Services may be performed by: (i) US Power and Test Equipment Inc. , its employees and agents (“US Power and Test Equipment Inc.  Personnel”); (ii) US Power and Test Equipment Inc.  affiliates (“US Power and Test Equipment Inc.  Service Entities”); or third-party subcontractors (“Thid-Party Providers”). For purposes of this Section II, US Power and Test Equipment Inc.  Personnel, US Power and Test Equipment Inc.  Service Entities and Third-Party Providers are each referred to as a “Service Provider” and each Service Provider, together with its personnel, is referred to as “Service Provider Personnel.”

 

The terms and conditions contained in this Section II are extended solely by the specific Service Provider performing services, and any obligations contained in this Section II do not apply to any other Service Provider referenced in the foregoing paragraph. Depending upon the nature of the services provided, the applicable Service Provider may require customer to execute additional contractual documents prior to the performance of services.

 

In the event of a conflict between the Standard Terms and Conditions in Section I and the Additional Service Terms in Section II, the Additional Service Terms in Section II shall prevail for the performance of services.

 

LIMITED SERVICES WARRANTY

All services will (i) be performed in a workmanlike manner; (ii) conform to the specifications (if any) provided by the service provider in a statement of work; and (iii) be warranted for a period of ninety (90) days after performance of services (“limited warranty period”). If services are improperly performed and customer notifies the service provider of the improperly performed service during the limited warranty period, then the service provider will re-perform those services, in whole or in part, as necessary to cure the particular breach, or at the service provider's sole option, refund the amount paid by customer for the services directly attributable to the particular breach. The service provider's re-performance or refund of amounts paid by customer for the service directly attributable to the particular breach shall be customer's sole and exclusive remedy.

WARRANTY DISCLAIMER AND WAIVER FOR SERVICES

To the maximum extent permitted by applicable law, the express warranties set forth in this section ii for services are in lieu of all other warranties, express or implied, and the service provider disclaims, and customer waives, all other warranties for services, including, but not limited to, any implied warranties of noninfringement, fitness for a particular purpose and merchantability. The warranties set forth in this Section II are expressly conditioned upon the use of the services for their intended purpose and shall not apply to services which have been subject to modification by customer or any third party.

LIMITATION OF LIABILITY

The service provider expressly disclaims any liability for consequential, incidental, special, exemplary, or punitive damages in the performance of services. The service provider's liability in all circumstances is limited to, and shall not exceed, the purchase price for the performance of the portion of services that gives rise to any particular liability.

PAYMENT AND CREDIT TERMS

Except as otherwise agreed to by the parties, customer will be invoiced upon completion of services. Payment terms are net thirty (30) days from the date of invoice. All other payment terms are as set forth in Section I.A.4.

TERMINATION

Either party may terminate the service agreement at any time and for any reason upon thirty (30) days' written notice to the other party. If terminated by customer, customer shall pay Service Provider an amount equal to the greater of (i) Ten percent (10%) of the total project cost quotation thereto (the “Total Project Cost”), or (ii) an amount equal to the Total Project Cost multiplied by the percentage completion for such project at the time the notice of termination is given, as determined by Service Provider.

INDEMNITY

Customer shall defend, indemnify and hold harmless Service Provider and its respective officers, directors, employees, subcontractors and agents (each individually, an “Indemnified Party”) from and against any and all any claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses (including reasonable attorneys' fees) (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to the services; except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, customer shall resist and defend such action, suit or proceeding by counsel of its choice, at the sole expense of customer, provided that (i) the Indemnified Party notifies customer promptly in writing of the claim; (ii) customer's counsel does not give rise to a conflict of interest with respect to the Indemnified Party; (iii) customer has the sole control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of status; and (iv) the Indemnified Party provides customer with all reasonably necessary assistance, information, and authority to perform the foregoing at customer's expense.

RIGHT TO SUBCONTRACT

Customer agrees that the Service Provider may subcontract the performance of services to third parties. Customer authorizes the Service Provider to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor.

NO THIRD PARTY RELIANCE

Customer acknowledges and agrees that any advice, recommendation, information, or work product provided to customer by Service Provider in connection with the services is for the sole use of customer and may not be relied upon by any third party; and customer is prohibited from making such advice, recommendation, information or work product available to any third party without prior written consent from US Power and Test Equipment Inc. .

III. ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF US POWER AND TEST EQUIPMENT INC.  PRODUCTS

In addition to the standard terms and conditions in section I, export sales of US Power and Test Equipment Inc.  products will be governed by the following additional terms and conditions related to export of US Power and Test Equipment Inc.  products (“additional export terms”). In the event of a conflict between US Power and Test Equipment Inc. 's standard terms and conditions in Section I and the additional export terms in Section III, the additional terms in Section III shall prevail for export sales of US Power and Test Equipment Inc.  products.

 

ORDER ACCEPTANCE

Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by US Power and Test Equipment Inc. . Customer further consents that submission of its order shall subject customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.

SALES TAX AND DUTIES, IMPORT FEES

US Power and Test Equipment Inc.  is required to charge federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.

PAYMENT AND CREDIT TERMS

Payment can be made by Visa, MasterCard, Discover or American Express, irrevocable letters of credit or wire transfer. All other payment terms are as set forth in Section I.A.4. Customer agrees to inform US Power and Test Equipment Inc.  immediately if it intends to use any import or export financing or has or will be granting a lien or security interest on its inventory to any third party.

SHIPPING CHARGES AND FREIGHT POLICY

All US Power and Test Equipment Inc.  export orders are shipped under INCOTERMS® 2022 rules as defined by the International Chamber of Commerce. Unless otherwise stated and agreed, default shipping term is FCA US Power and Test Equipment Inc.  shipping location, excluding export customs clearance. Freight is collect from any US Power and Test Equipment Inc.  facility. Customer shall be responsible for obtaining insurance. At US Power and Test Equipment Inc. 's option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as customer's exclusive remedy. Title and risk of loss for products shall pass when made available to customer on delivery to carrier in the U.S.; provided that if payment has not been made at the time of shipment, US Power and Test Equipment Inc.  shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, customer's only recourse is to file a claim with the applicable airline, carrier, vessel and/or insurance company; provided, however, that if US Power and Test Equipment Inc.  has not received payment in full at the time the product is damaged in transit, customer shall be liable to US Power and Test Equipment Inc.  to make payment for the product, and US Power and Test Equipment Inc.  shall also, if customer fails to make payment, have the exclusive right to file a claim with the applicable airline, carrier, vessel and/or insurance company.

EXPORT CONTROLS AND RELATED REGULATIONS

Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security ("BIS") Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls ("DDTC") Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.

FOREIGN PRINCIPAL PARTY IN INTEREST; FREIGHT FORWARDER AND DOCUMENTATION

It is specifically agreed that customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as customer's agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At US Power and Test Equipment Inc. 's request, customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by customer or its freight forwarder related to sales to customer by US Power and Test Equipment Inc. .

ANTI-CORRUPTION

Customer is aware that US Power and Test Equipment Inc. 's business practices prohibit bribery and corrupt behavior in any form. Customer agrees that it is an independent contractor and it is and shall remain in compliance with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act). Customer shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any government official for the purpose of influencing any act or decision in connection with the purchase and resale of the products ordered from US Power and Test Equipment Inc. . Customer shall not pay a gratuity, bribe or inducement to any government official, even if it appears customary or consistent with prevailing business practices.

DISPUTE RESOLUTION

Actions by US Power and Test Equipment Inc.  for non-payment by customer of the purchase price of products sold by US Power and Test Equipment Inc. , or for redress of other breaches by customer of these terms and conditions, may be brought by US Power and Test Equipment Inc. , at its option, before any U.S. or foreign judicial court of competent jurisdiction. At US Power and Test Equipment Inc. 's option, disputes between customer and US Power and Test Equipment Inc. , including all claims for non-performance by US Power and Test Equipment Inc. , shall be finally settled by arbitration in State of California, U.S., in accordance with the Commercial Arbitration Rules ("Rules") of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules, applying these terms and conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of California, U.S. The language of the arbitration shall be English.

COUNTY OF IMPORTATION AND ANTI-DIVERSION

Customer represents that it is purchasing products from the U.S. and importing them to the country specified in the customer and US Power and Test Equipment Inc.  documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.S. laws and regulations relating to the product purchased by customer. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by US Power and Test Equipment Inc. , customer shall provide documentation satisfactory to US Power and Test Equipment Inc.  verifying delivery at the designated country. Customer further agrees to inform US Power and Test Equipment Inc.  at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but US Power and Test Equipment Inc.  shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless US Power and Test Equipment Inc.  expressly agrees to do so.

PERMITS, EXPORT, AND IMPORT LICENSES

Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.

GOVERNING LAW; LIMITATIONS

The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the laws of the State of Delaware, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.

IV. ADDITIONAL TERMS AND CONDITIONS FOR RENTALS AND BUTOUTS OF RENTALS

RENTAL TERM

Equipment is rented on a monthly basis with a three month minimum rental term unless agreed upon in advance in writing by both parties in the transaction. The Rental Term shall commence on the date US Power and Test Equipment Inc.  ships the Equipment to Customer and shall automatically extend on a month‑to‑month basis, upon all the terms and conditions hereof, until the date the Equipment is returned to the possession and control of US Power and Test Equipment Inc. .

RENT

Customer shall pay US Power and Test Equipment Inc.  each month during the Rental Term the monthly rental fee shown on the invoice for each item of Equipment together with all sales, use, and any other governmental taxes or charges imposed thereon. Monthly Rental Fee and any buyout invoice shall be due immediately upon receipt of US Power and Test Equipment Inc. 's invoice. All unpaid balances will thereafter be subject to a finance charge at the rate of 1.5% per month.

RETURN OF EQUIPMENT

Customer shall return the Equipment in good operating condition to US Power and Test Equipment Inc.  at the end of the Rental Term by prepaid insured shipment to the distribution center designated by US Power and Test Equipment Inc. .

OWNERSHIP; PERSONAL PROPERTY; USE

The Equipment shall remain the property of US Power and Test Equipment Inc.  and US Power and Test Equipment Inc.  retains the title thereto. Customer shall use the Equipment only at the Equipment Location and Customer shall not remove, transfer, alter or modify any item of Equipment without US Power and Test Equipment Inc. 's prior written consent. US Power and Test Equipment Inc.  may inspect the Equipment at any time. Customer has no purchase rights or purchase options unless they are expressly set forth in writing in advance. Non-compliance with the terms of this agreement voids purchase rights or purchase options, if any, and cancels equity accruals, if any.

RISK OF LOSS; CARE OF EQUIPMENT; INSURANCE

Customer is responsible for the safekeeping of all Equipment and shall bear the risk of any loss of the Equipment for any reason, and shall insure each item of Equipment against loss or damage for not less than the replacement value of each item and if requested by US Power and Test Equipment Inc.  shall provide evidence of such insurance. At US Power and Test Equipment Inc. 's option, Customer shall either replace or pay the replacement cost of any item of Equipment which is lost, stolen, destroyed, or damaged beyond repair. In the case of damaged Equipment, Customer pays US Power and Test Equipment Inc.  the cost of fully restoring the Equipment. Until an item has been repaired, replaced or the replacement cost thereof has been paid by Customer, the Rental Term shall continue, and Customer shall continue to pay the monthly rental fee with respect thereto. Any item of non‑expendable Equipment accessories, manuals and the like which is lost, destroyed, or damaged or which is not returned to US Power and Test Equipment Inc.  will be charged to Customer at full replacement cost plus a $100 processing fee. All Equipment will be delivered to Customer with ownership labels, calibration seals, and anti‑tamper notices affixed, as shall be determined by US Power and Test Equipment Inc. .