Important Information About These Terms and Conditions
These terms and conditions of sale constitute a binding agreement between the Customer and JTR SOLUTIONS. The Customer accepts these terms and conditions of sale by placing an order for products and services with JTR SOLUTIONS. These terms and conditions of sale are subject to change without prior notice, and the terms and conditions of sale posted at the time a Customer places or modifies an order will govern the order in question.

These terms and conditions of sale constitute the entire agreement between the Customer and JTR SOLUTIONS relating to the sale of products and services from JTR SOLUTIONS. The Customer consents to receiving and accepting these terms and conditions in electronic format. The Customer may withdraw consent to receiving these terms and conditions in electronic format, and have the terms and conditions provided in non-electronic format by contacting JTR SOLUTIONS in writing.

Time Accounting, Minimum Charges
All support services provided by JTR SOLUTIONS will be tracked by incident and billed at the rate of the resource performing the service. All labor will be accounted for in 15 minute increments of time, and minimum charges will apply, per incident, per engineer, as follows:

• On-Site services are subject to a two (2) hour minimum charge
• Off-Site services are subject to a thirty (30) minute minimum charge

Trip Charges
Trip charges are billed in fifteen minute increments of time, at the rate of the resource providing the service. Trip charges apply to each resource responding to a field service request, and apply to all instances of on-site service provided by JTR SOLUTIONS. Trip charges are based on the one-way travel time that it takes for support personnel to initially arrive at a customer site.

Expense Reimbursement
JTR SOLUTIONS reserves the right to request reimbursement for the cost of all hotels, meals, tolls, parking, public transportation and similar expenses associated with all services provided. When assessed, expense reimbursement will be pre-paid and charged back in addition to applicable labor charges.

Response Times
Service requests deemed by JTR SOLUTIONS to be of a critical nature will typically be responded to within four (4) business hours. All other service requests will typically be responded to within two to three business days.

Payment Options
Payment by check, money order, cashier’s check and electronic funds transfer are preferred. JTR SOLUTIONS can also accept payment using most major credit cards, but all credit card transactions are subject to a convenience fee charge. The charge is based on the total amount of the payment being processed. Convenience fee charges will apply as follows:

• Visa – 3.0%
• MasterCard – 3.0%
• American Express – 3.0%

Payment Terms; Project Payment Schedules
Subject to satisfactory credit approval, JTR SOLUTIONS offers standard payment terms of Net 30 on all accounts, and reserves the right to request credit references at any time as a condition of providing credit approval. Payment schedules for all projects will be determined on a case by case basis, and will typically require an initial deposit at the time of order, as well as incremental progress payments for extended engagements.

Warranties
The Customer understands that JTR SOLUTIONS is not the manufacturer of any products purchased by Customer from JTR SOLUTIONS, and the only warranties offered are those of the manufacturer, not JTR SOLUTIONS. In purchasing the products, the Customer is relying on the manufacturer’s specifications only, and is not relying on any statements, specifications, or other illustrations representing the products that may be provided by JTR SOLUTIONS. In connection with services, neither affiliates of JTR SOLUTIONS nor any third party service providers are agents of JTR SOLUTIONS, and JTR SOLUTIONS has no obligation or liability arising from any services performed by, or any warranty, if any, made by such service providers. JTR SOLUTIONS and its affiliates hereby expressly disclaim all warranties either express or implied, related to products sold or services provided by third parties or affiliates of JTR SOLUTIONS, including, without limitation, any warranty of merchantability or fitness for a particular purpose. This disclaimer does not affect the terms of the manufacturer’s warranty, if any.

Purchase Orders
The Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. The Customer agrees that the terms and conditions of sale contained herein and on JTR SOLUTIONS’s invoice or other documentation provided to the Customer will control all sales of products and services. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale, or any purchase order or invoice related thereto.

Purchase Money Security Interest
The Customer hereby grants JTR SOLUTIONS, and JTR SOLUTIONS will retain, a purchase money security interest and lien on any and all of the Customer’s right, title and interest in products provided by JTR SOLUTIONS, wherever located, and all replacements or proceeds of the products, until all invoices for the applicable products are paid in full, including any late charges and costs of collection. The Customer consents to JTR SOLUTIONS’s use of this provision, as well as product invoices, as financing statements for protecting this security interest, and appoints JTR SOLUTIONS as the Customer’s agent for any necessary signatures on any such filings.

Title; Shipment; Risk of Loss
JTR SOLUTIONS procures product on behalf of its Customers through various distributors, both domestic and international. At all times, the Customer is responsible for all shipping, handling and related charges, unless otherwise notified in writing. JTR SOLUTIONS will pre-pay for the cost of all shipping, handling and related charges, and will bill back the Customer for all such charges. The transfer of title to all products will occur as follows:

• Products drop shipped directly from a distributor to a Customer – Title to said products, and risk of loss or damage during shipment, passes from the distributor to the Customer upon shipment from the distributor’s facility.
• Products shipped from a distributor to an JTR SOLUTIONS facility for later delivery to a Customer by JTR SOLUTIONS or a freight carrier delivery service chosen by JTR SOLUTIONS, or when the product will be picked up by the Customer from an JTR SOLUTIONS facility – Title to said products, and risk of loss or damage during shipment, passes from JTR SOLUTIONS to the Customer upon receipt by the customer at the moment such receipt occurs.

Third Party Services
The Customer acknowledges and agrees that, in some instances, JTR SOLUTIONS and its affiliates are resellers of services and are not the providers of the services. In such cases, the third party service provider is the only party responsible for providing services to the Customer. In such cases, the Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provisioning of such services. The Customer hereby releases JTR SOLUTIONS and their affiliates from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers.

Orders; Payment Terms; Interest; TaxesOrders are not binding upon JTR SOLUTIONS until accepted by JTR SOLUTIONS. Terms of payment are within JTR SOLUTIONS’s sole discretion. Invoices are due and payable within the time period specified on the invoice, as measured from the date of the invoice. JTR SOLUTIONS may invoice parts of an order separately, and may request advance deposit payments as a condition to acceptance of certain orders. The Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month, or at the highest rate allowed by law. Any sales, use or other applicable tax or fees, or assessments, are based on the location to which the order is shipped. JTR SOLUTIONS is authorized and required to collect state sales tax on all products and services delivered in Pennsylvania, as well as local sales tax on all products and services delivered in Chester County, Pennsylvania. The Customer will be responsible for, and will indemnify and hold JTR SOLUTIONS harmless from, any applicable federal, state and local sales, use or other taxes, fees and assessments associated with orders shipped to all other state and county locations. The Customer must claim any applicable exemption from sales taxes, fees and assessments at the time of purchase, and must provide the necessary supporting documentation in writing. In the event of a payment default, the Customer will be responsible for all of JTR SOLUTIONS’s costs of collection, including court costs, filing fees and attorney’s fees.

Suspension of Product & Service Delivery
In the event that a Customer shall fail to make any payments to JTR SOLUTIONS when due, then JTR SOLUTIONS, without liability, may suspend the delivery of additional products and services until such time that payment is made in full, or until receipt by JTR SOLUTIONS of a satisfactory assurance that payment is pending, including any accrued interest on any unpaid balance. In the event that a customer shall terminate its relationship with JTR SOLUTIONS, the customer shall remain liable to JTR SOLUTIONS for all products and services rendered, including any interest expense due on past due sums and any other damages or expenses incurred by JTR SOLUTIONS, including freight charges, up to and including the date of termination.

Acceptance of Products; Claims for Product Damage; Wrong Orders
The Customer shall promptly examine all products upon receipt, and shall promptly notify JTR SOLUTIONS regarding any wrong orders, or claim for damages on account of the condition, grade or quality of the products received. All notices must be in writing, must specifically set forth the basis of the claim, and must be remitted to JTR SOLUTIONS within five (5) calendar days of receiving the product. Any failure on the part of the Customer to promptly notify JTR SOLUTIONS, or to set forth the specific basis of the claim in writing, within the time frame provided, will constitute an irrevocable acceptance of the product. Freight carriers are typically only liable for damage when the damage is indicated on the bill of lading before a recipient signs for the shipment. It is the Customer’s responsibility to thoroughly inspect the outside and contents of all cartons received. If any damage is found, details of the damage should be noted on the bill of lading and a copy of the bill of lading shall be saved with the shipment, including the outside container and inside packing material. These notations will assist you in making a claim for shipping damage. Failure to make such notations and document damage in a timely manner could make it extremely difficult to make a claim.

Return of Products; Refusal of Products at Time of Delivery
Return privileges vary by both manufacturer and distributor, and prior approval from both the manufacturer and the distributor is required before a return of any product can be accepted by JTR SOLUTIONS. When approved, JTR SOLUTIONS will accept the return of an unused, undamaged product, but only if the product is returned in the original, unopened, undamaged, unmarked packaging, complete with all manuals, cables, warranty cards, and static bags, just as the Customer received the product. All returns, including Customer refusal of a shipment at the time of delivery and distributor or manufacturer refusal of a returned product, may be subject to a restocking fee of up to 20%. When applicable, the Customer agrees to assume the full cost of all restocking fees associated with product returns and delivery refusals.

The Customer is responsible for all shipping charges for products being returned or refused, as well as for all risk of loss and damage to products being returned or refused. It is the Customer’s obligation to fully insure return shipments against loss and damage. The Customer is urged to use a freight carrier that is able to provide shipment tracking and proof of delivery service for all returns.

JTR SOLUTIONS reserves the right to request that a customer return certain products directly to a distributor, not to JTR SOLUTIONS. When a return is to be made directly to a distributor, the customer will be required to comply with all shipping instructions provided by JTR SOLUTIONS. The customer acknowledges that failure to comply with the specific return instructions provided by JTR SOLUTIONS may result in refusal of the returned product by the distributor, or the assessment of a restocking fee. In such an event, the customer shall remain liable for the full cost of the product, including all freight charges.

For any of the following circumstances, a returned product will be sent back to the Customer, and the Customer will remain liable for the full cost of the product, as well as for the cost of applicable freight charges:

• The product is returned missing any components that were included with the original order.
• The condition of the product is in any way misrepresented.
• The product has been opened, used or has been damaged in any way.
• The product is returned as dead on arrival, later tested, and then found to be fully functional.
• The product is received more than ten (10) days after the date a return authorization was granted.

Covenant Regarding Proprietary Information
In the course of the relationship created between the Customer and JTR SOLUTIONS, each party will have access or exposure to certain business methods, trade secrets, procedures, concepts, customer data, confidential documents, financial details, policy manuals, form contracts, marketing techniques, and other such confidential materials, all of which is considered to be proprietary information. Both parties shall maintain all such information in strict confidence and shall not divulge the information to any third parties, except as may be necessary for the discharge of obligations, or by the order of a court of law. Each party shall take all necessary and proper precautions against the disclosure of any proprietary information to unauthorized persons by any of its officers, directors, employees, or agents. It shall be the responsibility of the Customer to safeguard all private and proprietary information from access by JTR SOLUTIONS personnel whenever the Customer desires to retain such information in strict privacy. The mutual obligations identified herein shall survive any termination or expiration of the services provided by JTR SOLUTIONS and shall extend to the earlier of such time as the information protected hereby is properly in the public domain or three (3) years following the last date of service performed by JTR SOLUTIONS.

Non-Solicitation of Employees
As a condition of JTR SOLUTIONS providing services, the Customer agrees not to hire, solicit or accept the solicitation of employment of any employee of JTR SOLUTIONS at any time during the provisioning of services by JTR SOLUTIONS, and for a period of twelve (12) months following the last date of service provided by JTR SOLUTIONS, unless amicably approved and agreed to in writing by both parties. The Customer hereby unconditionally agrees that remedy for violation of this provision will include, but not be limited to, direct and indirect damage due to lost revenue, hiring and training of replacement employees, related attorney fees and court costs.

Software Licensing
The Customer warrants that it owns or has the right to use all software programs currently in their possession, which software shall be installed, configured, administered or maintained as part of the services provided by JTR SOLUTIONS. It is the Customer’s responsibility to ensure that the legal right to use all software exists prior to the commencement of services by JTR SOLUTIONS. The Customer shall indemnify and hold JTR SOLUTIONS harmless against all claims, liabilities, and costs, including reasonable attorney’s fees for defending any claim or suit arising by reason of the Customer’s breach of this warranty.

Pricing Information; Availability Disclaimer
All product pricing is subject to change by the manufacturer and distributor, and JTR SOLUTIONS reserves the right to make adjustments to product and service pricing at all times for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability and JTR SOLUTIONS will not be liable for any delays associated with product availability.

Governing Law
These terms and conditions of sale are governed by the laws of the state of Pennsylvania, without regard to conflicts of laws rules. Any arbitration, enforcement of an arbitration or litigation will be brought in Delaware County, Pennsylvania and Customer consents to the jurisdiction of the federal and state courts located in Delaware County, Pennsylvania, and submits to the jurisdiction thereof, and waives the right to change venue. The Customer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding.

Limitation of Liability
Neither JTR SOLUTIONS nor its affiliates will be liable for lost profits, loss of business 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. Neither JTR SOLUTIONS nor its affiliates will be liable for products not being available for use, or for lost or corrupted data or software, or for the provisioning of services by any third parties. The Customer agrees that for any liability related to the purchase of products or services provided directly by JTR SOLUTIONS or its affiliates, neither JTR SOLUTIONS nor its affiliates are liable or responsible for any amount of damages above the dollar amount paid by the Customer for the products or services giving rise to the claim. JTR SOLUTIONS will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.

Arbitration
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to the products or services sold pursuant to these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or JTR SOLUTIONS’s advertising and marketing (collectively, a ‘Claim’) will be resolved, upon the election of JTR SOLUTIONS, customer or third parties involved, exclusively and finally by binding arbitration. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither JTR SOLUTIONS nor the Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, the Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these terms and conditions of sale, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place in West Chester, Pennsylvania. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to JTR SOLUTIONS arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.

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