ANY TERMS, CONDITIONS AND/OR PROVISIONS CONTAINED IN CUSTOMER’S PURCHASE ORDER (OR ANY OTHER COMMUNICATION FROM CUSTOMER) WHICH ARE IN ANY WAY INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS (THE “TERMS”) HEREIN ARE HEREBY REJECTED BY INFUSEWEB, INC. (“SELLER”) AND SHALL NOT BE APPLICABLE TO THESE TERMS OR BINDING IN ANY WAY UPON SELLER.  IF CUSTOMER OBJECTS TO ANY TERMS HEREIN, SUCH OBJECTION MUST BE IN WRITING AND RECEIVED BY SELLER PRIOR TO COMMENCEMENT OF SHIPMENT BY SELLER OF ANY ITEMS LISTED ON THE DOCUMENT TO WHICH THESE TERMS ARE ATTACHED (THE “GOODS”).  RETENTION BY CUSTOMER OF ANY GOODS SHALL BE CONCLUSIVELY DEEMED TO BE ACCEPTANCE OF THESE TERMS.  SELLER’S FAILURE TO OBJECT TO TERMS CONTAINED IN CUSTOMER’S PURCHASE ORDER (OR ANY OTHER COMMUNICATION FROM CUSTOMER) WILL NOT BE DEEMED A WAIVER OF THESE TERMS OR AN ACCEPTANCE OF THE TERMS CONTAINED IN CUSTOMER’S PURCHASE ORDER.

1.  Acceptance Of Orders/Terms:  All online orders are subject to acceptance by Seller at its San Antonio, Texas headquarters.  Seller reserves the right to reject any order.  Possession of a price list does not constitute an offer to sell.  Acceptance of any order by Seller is expressly conditioned on Customer’s assent to the Terms and the waiver by Customer of any terms and conditions contained in any order form, confirmation, or any other communication of Customer, whether previously or hereafter delivered to Customer, which either add to, differ from, modify, conflict with or are otherwise inconsistent with any term or condition herein.  Customer hereby gives notice of its objection to any additional or different terms or conditions in any such order form, confirmation or communication.  Customer's failure to object in writing to these Terms prior to the earlier of Customer's acceptance of the products ordered or three (3) days after delivery thereof to Customer will constitute agreement by Customer to these Terms.

2.  Product Changes:  Seller reserves the right to discontinue the sale of any product or Goods at any time or to alter, modify or redesign its products.

3.  Price:  All prices are subject to change without notice.  Should any governmental action or request prevent Seller from implementing any price or continuing any price already in effect, Seller may at its option cancel Customer's order or any part thereof.

4.  Taxes/Duties:  Prices do not include taxes, freight, duties or levies.  All federal, state or local sales, use or other taxes, and all duties, import fees or other assessments imposed on Goods sold and delivered hereunder shall be for Customer's account.

5.  Cancellation/Change Orders:  Orders for Goods may only be revised or canceled by Customer prior to the date of shipment, and only with Seller's prior consent. 

6.  Packaging/Shipping/Risk of Loss:  Seller shall ship Goods FOB Seller’s point of shipment.  Costs for special packaging and/or handling requested by Customer shall be the responsibility of Customer.  Title to, and the risk of loss, damage or shortage of, such Goods shall pass to Customer upon delivery to the carrier regardless of notice to Customer.  Seller assumes no responsibility for insuring shipments unless specifically agreed to in writing by Seller, in which case the cost of insurance shall be for Customer's account.

7.  Delivery:  Quoted shipping and/or delivery dates are based on estimates at the time of quotation.  Seller shall use reasonable commercial efforts to meet such shipping and/or delivery dates, but Seller shall not be liable for any direct or indirect costs or damages, including without limitation incidental or consequential damages, resulting from late deliveries. 

8.  Claims for Loss, Damage or Shortage:  Upon delivery, shipments must be inspected by Customer for damage, loss or shortage prior to acceptance from the carrier.  If damage, loss or shortage exists with respect to any shipment and it is not concealed, Customer shall secure a notation of such damage, loss or shortage from the carrier on the freight bill or delivery receipt.  If damage, loss or shortage is concealed, Customer must notify the carrier within 15 days, hold the merchandise for its inspection and secure a signed report from the carrier acknowledging the damage, loss or shortage.  No claims for damage, loss or shortage will be allowed unless they are accompanied by an inspection report or signed delivery receipt noting such damage, loss or shortage signed by a representative of the carrier and forwarded to Seller within 30 days of the invoice date.  Any claims for damage, loss or shortage should also be filed by Customer with the carrier in writing immediately upon receipt of the Goods.  In no event shall Seller be liable for damage or loss to a shipment caused by a carrier.

9.  Payment:  All invoices, whether partial or in full, shall be due immediately upon order. Purchase Orders are payable in full by Customer net 14 days from the date of shipment.  All past due, unpaid balances will bear a service charge of the lesser of one and one-half percent (1 1/2%) per month or the maximum interest rate permitted by applicable law.  Customer shall pay all undisputed invoices regardless of any dispute that may exist as to other delivered or undelivered goods.  With respect to any disputed invoice, Customer shall pay all amounts not in dispute.  Customer expressly waives the right to assert any offset or counterclaim with respect to amounts due under any invoice issued by Seller hereunder.

10.  Returned Goods:  Goods may only be returned with the prior approval of Seller.  Goods returned without such approval will not be accepted and such approval may be conditioned upon customer paying a restocking charge of up to 25% and shipping costs of returned Goods.  All returned Goods must arrive at the point of return designated by Seller in salable condition, as determined by Seller’s before any credit will be issued.  Shrink wrapped software may not be returned unless the prior approval of Seller has been obtained AND the software has remained unopened and all of its packaging remains intact.

11.  Warranty/Limitation of Liability:  EXCEPT FOR ITEMS FOR WHICH THE MANUFACTURER HAS ESTABLISHED A SPECIFIC WRITTEN WARRANTY, THE GOODS DELIVERED HEREUNDER ARE SOLD BY SELLER WITHOUT ANY GUARANTY AND/OR WARRANTY, ORAL OR WRITTEN.  THE ITEM-SPECIFIC WRITTEN WARRANTIES REFERENCED ABOVE AND HEREBY INCORPORATED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL SELLER BE RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND. SOME JURISDICTIONS DO NOT ALLOW THE  EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OF ANY EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER.  THE WARRANTY PROVIDED BY MANUFACTURER GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.  NO FIELD REPRESENTATIVE, DISTRIBUTOR OR DEALER OF SUCH A MANUFACTURER IS AUTHORIZED TO MAKE ANY CHANGE OR MODIFICATION TO THESE WARRANTIES.

12.  Excused Performance:  Seller shall not be liable for nor be deemed to be in default of these Terms on account of any failure to perform its obligations or attempt to cure any breach thereof if Seller has been delayed or prevented from doing so by any cause or condition beyond Seller’s reasonable control. 

13.  Change In Terms And Conditions Of Sale:  The terms and conditions contained herein constitute the entire agreement between Seller and Customer and supersede any and all prior representations, agreements or understandings, whether oral or written, relative to the Goods delivered hereunder.  No course of dealing or usage of trade shall be relevant to supplement or explain any of these terms or conditions.  No modification of these terms and conditions shall be effective unless made in writing and executed by Seller.

14.  General:  These terms shall not be assigned by Customer without the prior written consent of Seller, and any assignment made without such consent shall be null and void.  These terms shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.  These terms shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of law provisions.  The state and federal courts located in Bexar County, Texas shall have exclusive jurisdiction of all matters relating to or arising out of any sale of Goods by Seller to Customer hereunder, and Customer hereby consents to the jurisdiction of such courts.