Disclaimers

This invoice shall be deemed an offer or counter offer, as applicable. All sales shall be governed exclusively by the terms and conditions set forth in this invoice. Buyer, by accepting the products sold under this invoice (the "Products"), by written acknowledgement, or by payment for Products ordered, shall be deemed to have assented to the terms and conditions set forth in this invoice or other document hereafter sent by RICE INTEGRATION Systems ("Seller"), notwithstanding any terms contained in any prior or later communication from Buyer and whether or not Seller shall specifically or expressly object to any such terms. The terms and conditions set forth herein may in some instances conflict with some of the terms and conditions set forth in the purchase order or other document used by Buyer and such purchase order forms, acknowledgement forms and other documents used by Buyer which may contain terms in addition to or at variance with the terms in this invoice shall not add to or vary these terms and are hereby objected to. Seller's failure to object to any specific provisions contained in any document or other communication from Buyer shall not be deemed a waiver of any of the terms hereof. A duly authorized officer of Seller must specifically agree in writing to any changes in the terms and conditions set forth herein before they become binding on either Seller or Buyer. All sales of products in this invoice ("Products") by Seller are subject to the following terms and conditions:

RICE INTEGRATION LIMITED WARRANTY.

Seller warrants that each Product sold under this invoice will, at the time of initial shipment, be in conformity with the manufacturer specifications for the Product and free from defects in material and workmanship (the "RICE INTEGRATION Limited Warranty"). Seller will, at Seller's option, repair or replace any Product that does not conform to this warranty or issue a merchandise credit for the purchase price of such Product, provided Seller is notified of the nonconforming Product in accordance with the Return Merchandise Procedures set forth below. Any covered repair or replacement shall be made within a reasonable time at no cost to Buyer, and the length of the RICE INTEGRATION Limited Warranty on any repaired or replaced Product shall be the remaining term of the original Product RICE INTEGRATION Limited Warranty. The RICE INTEGRATION Limited Warranty shall be void in the event that the Product fails, malfunctions or is damaged as a result of improper handling, installation, maintenance, removal, modification or repair, or is accidentally damaged, subjected to abuse or improper use, or is altered or damaged such that Seller is unable to verify the defect with its normal test equipment.

Except as specifically set forth in the paragraph above, THERE ARE NO REPRESENTATIONS OF WARRANTIES OF ANY KIND BY SELLER OR ANY PERSON WHO IS OR IS NOT AN AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OR AFFILIATE OF SELLER, EXPRESS OR IMPLIED, INCLUDING REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS OR WITH RESPECT TO ANY OTHER MATTER RELATING TO ANY PRODUCT. THE BUYER UNDERSTANDS THAT THERE IS NO IMPLIED WARRANTY THAT THE GOODS SHALL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. Buyer acknowledges that except as set forth in the paragraph above, neither Seller nor any other such person has made, and Buyer has not relied upon any express or other warranty or representation (including without limitation, advertising materials, brochures or other descriptive literature) concerning any Products. Buyer acknowledges that he is not relying on Seller's skill or judgment to select or furnish goods suitable for any particular purpose.

EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY.

SELLER'S OBLIGATION TO INDEMNIFY FOR PATENT OR TRADEMARK INFRINGEMENT IS EXPRESSLY LIMITED TO ANY INDEMNIFICATION WHICH SELLER'S VENDOR HAS AGREED IN WRITING TO PROVIDE (OR BY OPERATION OF LAW HAS BEEN DEEMED TO PROVIDE) TO SELLER IN THE EVENT OF PATENT OR TRADEMARK INFRINGEMENT ALLEGATIONS MADE AGAINST SUCH VENDOR'S PRODUCTS.

Except for Buyer's sole and exclusive remedies set forth in the RICE INTEGRATION Limited Warranty set forth above and in the foregoing paragraph, Seller shall have no liability or obligation to Buyer or any other person for any claim, loss, damage or expense of any kind caused in whole or in part, directly or indirectly, by the inadequacy of any Products for any purpose, any deficiency or defect in any Product whether or not covered by any warranty, the use or performance of any Product, or any interruption or loss of service, use or performance of any Products.

Seller shall not be liable for the following types of damages, whether or not Buyer shall have informed Seller of the possibility or likelihood of any such damages: (1) incidental damages, (2) special or consequential damages, including without limitation, personal injury or loss of business or profits, savings or revenues of any kind, or (3) other damages in excess of the purchase price for the Products. This paragraph shall survive the failure of any exclusive remedy.

PAYMENT AND SHIPMENT

FINANCIAL. All orders placed are shipped C.O.D. cash instrument (C.O.D. company check for Buyers with prior approval only). In order to save C.O.D. charges on an order Buyer may wire transfer funds to Seller. Please call for transfer instructions. Credit terms may be established upon approval. Seller must receive a completed and approved credit application and financial statement to commence credit approval process.

LATE PAYMENT. Invoices not paid within the specified terms above will carry a service charge of 1.5% per month, and Seller shall have the right to suspend or cancel performance under any or all invoices or purchase orders.

SHIPPING/INSURANCE. While orders are usually sent within 24 hours from the time orders are received by Seller's Sales Department, delivery dates are subject to Seller's availability schedule and represent Seller's best estimate of when the Products will be shipped. Seller shall not be liable for any failure to meet such delivery dates. Unless otherwise specified, Seller will choose the mode of transportation of the Products and will select a carrier who is not an agent for Seller. All orders are F.O.B. Seller's plant in Irvine, California. All Products are shipped at Buyer's risk and upon Seller's delivery of the Products to the carrier, "delivery" to Buyer is deemed to have been made, and the carrier shall be deemed to be an agent of Buyer and all risk of loss, damage, liability and responsibility for Products shall thereafter be on the Buyer. Freight and insurance charges are the responsibility of Buyer, and Buyer will be billed for such charges on the invoice. Should Buyer wish to be covered by his own insurance, Seller requires a written statement stating that Buyer will carry the insurance or will self-insure.

BACK ORDER. Back ordered items shall be subject to continuing availability of the Product. In the event of shortages, lack of supplies or a substantial price increase beyond the reasonable control of Seller, Seller reserves the right to renegotiate price and delivery schedules.

TAXES. All prices are exclusive of federal, state or local sales, use, excise or similar taxes applicable to the sale or to the Products sold. Such taxes, if any, shall be itemized on the invoice and paid by the Buyer.

RETURN MERCHANDISE PROCEDURES.

Rice Integration provides a client protection product warranty for every product sold. The warranty extends to electrical function within manufacturer's specifications and contract specified workmanship criteria. The guarantee is a limited-lifetime warranty pertaining to the following conditions and definitions.

Proof of purchase, please have the Rice Integration invoice number.

Proper installation and conditions of use.

Replacement of product only. Credit issuance at the discretion of Rice Integration.

Our Limited-Lifetime Warranty does not extend to obsolete and or discontinued products.

Non-defective product RMA number issuance will be at Rice Integration's discretion. Authorized Non-defective returns will always incur a 15 % restocking fee calculated to the original purchase price or the credit will be issued to current market value, never to exceed the original invoice value.

1. Terms of payment on the sale of the Products covered by this invoice are set forth on the face of this invoice. Payment is to be made to the address set forth on the face of this invoice

2. In the event of Buyer's default in payment for Products, Buyer shall be responsible for all reasonable costs and expenses incurred by Seller in collection of any sums owing by the Buyer and Seller shall not be obligated to make any further deliveries to Buyer. Such reasonable costs and expenses shall include, but not be limited to, reasonable attorney's fees.

3. Should Buyer elect to cancel its order prior to delivery, it must provide written notice to Seller. Buyer shall be liable to Seller for reasonable cancellation charges which shall include, but not limited to, all costs and expenses incurred by Seller in connection with procuring and filling Seller's order, including costs incurred for work completed and in process and for the purchase of materials and services related to the canceled Products, but shall not exceed the actual invoice price of the Products with respect to which the order was cancelled. Buyer shall pay 100% of the purchase price for all Products that were special ordered by Buyer (i.e. not standard stock items) to the extent that Seller has completed such Products prior to receipt of your notice of cancellation and, in addition, shall reimburse Seller for reasonable cancellation charges for work in process.

4. BUYER HEREBY AGREES THAT BUYER WILL NOT EXPORT, DIRECTLY OR INDIRECTLY, A U.S. SOURCE PRODUCT, INCLUDING BUT NOT LIMITED TO COMPUTERS OR OTHER PERIPHERAL EQUIPMENT ACQUIRED FROM SELLER OR ANY PRODUCTS UTILIZING ANY SUCH COMPUTER/PERIPHERAL EQUIPMENT OR TECHNICAL INFORMATION, FOR WHICH THE U.S. GOVERNMENT OR ANY AGENCY THEREOF AT THE TIME OF EXPORT REQUIRES AND EXPORT LICENSE OR OTHER GOVERNMENT APPROVAL, WITHOUT FIRST OBTAINING THE WRITTEN CONSENT TO DO SO FROM THE UNITED STATES DEPARTMENT OF COMMERCE OR OTHER AGENCY OF THE UNITED STATES GOVERNMENT WHEN REQUIRED BY AN APPLICABLE STATUE OR REGULATION.

5. Seller will not be liable for any failure or delay in the performance of orders or contracts or in the delivery of shipment of Products or for any damages suffered by the Buyer by reason of such failure or delay, when such failure or delay is, directly or indirectly, caused by, or in any manner arises from fires, floods, unusually severe weather, accidents, riots, acts of God or of the public enemy, war, acts of any governmental authority, freight embargoes, strikes, labor difficulties, shortage of labor, epidemics, quarantine restrictions, fuel power, materials or supplies, transportation delays, delays in deliveries by Seller's vendors or any other case (whether or not similar in nature to any of these herein before specified) beyond its reasonable control.

6. All sales shall be governed by the laws of the State of California, and are subject to all other applicable governmental laws and regulations, including but not limited to applicable regulations and requirements of any United States regulatory agency concerning the export of Products.

7. Any controversy or claim arising out of or relating to this invoice or Buyer's purchase of the Products shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules as then in effect in the County of Orange, State of California. Notwithstanding the previous sentence, the parties hereto may seek provisional remedies in courts of appropriate jurisdiction, and such request shall not be deemed a waiver of the right to compel arbitration of a dispute hereunder.

8. All actions or proceedings arising out of or relating to this invoice or Buyer's purchase of Products for preliminary or injunctive relief or matters not subject to arbitration, if any, shall be tried and litigated exclusively in the state or federal courts located in the County of Orange, State of California. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this invoice or Buyer's purchase of Products in any jurisdiction other than that specified in this paragraph.

9. If any provision of this sales invoice shall be held invalid, such invalidity shall not affect the other provisions hereof.