Rev.12.2010

1. Acceptance

   US Digital products can be purchased by executing a verbal order, a written purchase order or by means of the faxed order form found on our website. A confirmation is provided on all orders received and no order shall be deemed accepted until a confirmation is provided. Upon a buyer placing a purchase order and US Digital’s acceptance of that order, the Terms and Conditions of Sale set forth in this document are agreed upon by the buyer and are considered in effect and form a part of the order. US Digital does not accept any other conditions governing the sale of products unless otherwise accepted by US Digital in writing before order is placed. US Digital has no minimum order.

2. Prices and Terms of Payment

   Orders are accepted subject to US Digital's published selling price or written quotation in effect at the time of product order. Payments are to be made in US Dollars collectable at par at a US Bank. Payment in full is expected at the time of product shipment unless other terms or arrangements have been agreed upon by US Digital. US Digital offers customers the following payment options:

   • Credit Card:US Digital accepts American Express, Discover Card, MasterCard and Visa.
   • Prepay by Check or Money Order: If you would like to prepay for your shipment by advanced check or money order, please contact us for a Proforma invoice total, which will include shipping and any other applicable charges.
   • Prepay by ACH or Wire Transfer: Please contact US Digital for a Proforma invoice total which will include shipping costs and any other applicable charges. To cover bank fees incurred for ACH or wire transfers, an additional fee will be added to the Proforma invoice. Once US Digital's financial institution provides notification of funds received we will build and ship your order.

   US Digital offers U.S. customers the following payment options in US Digital’s discretion:

   • NET 30: US Digital offers Net (30) day terms to U.S. companies which have a history of paying their invoices within net (30) day terms and place an initial order of not less than $1,000 USD and purchase a minimum of $5,000 USD annually. US Digital will agree to such terms upon US Digital agreeing to and receiving an executed US Digital Net (30) Agreement signed by an authorized buyer. Prior to US Digital offering a Net (30) Agreement, the following may be required: four Net 30 credit references (with history over 1 year) which US Digital has been able to contact and received a response back and a Dun and Bradstreet number for the address of your accounts payable department. A time period of up to one working week is required from the receipt of the signed Net 30 agreement to the opening of the Net 30 account.
   • All duties & taxes are the customers' responsibility.
   • US Digital ships Ex Works.
   • In the discretion of US Digital, invoices shall bear interest at 1% per month from the date on which such invoices become overdue until the day of payment, or at the maximum rate of interest permitted by law, whichever is less.

3. Right of Refusal

   US Digital reserves the right to refuse any order or purchase order, verbal or written, that it deems to be unreasonable or stipulates Terms and Conditions of Sale that are in conflict with US Digital's standard Terms and Conditions of Sale, or for any reason at the discretion of US Digital.

4. Cancellation and Charges

   Each order is built to the customer's specifications. Many orders are released to the factory for assembly within hours of the order being placed. Therefore, depending on the manufacturing status and nature of the request, order cancellation or changes may not be allowed or may incur additional cancellation, restocking or manufacturing charges. Scheduled deliveries cannot be changed within one week of ship date.

5. Washington State Sales Taxes

   US Digital product pricing or shipping costs do not include Washington State sales taxes. The taxes are the responsibility of the buyer and will be added as a separate line charge on the invoice. Washington State sales taxes may be waived if a valid reseller ID certificate is provided to US Digital at the time of product order. Washington State sales taxes are only applied to businesses or residents with a physical location inside the state of Washington.

6. International Duties & Taxes

   US Digital product pricing or shipping costs do not include international duties and taxes. Any charges for customs clearance, import duties and taxes are payable by the recipient. Customs policies vary widely between countries. The rates are determined by the customs brokers for each country and paid by recipient upon arrival of goods. US Digital cannot determine what these fees may be and is not liable for any import duties or taxes. Please contact your local customs office for further information.

7. Shipping

   All shipments are FOB shipping point. US Digital offers UPS shipping, either prepaid or on customer carrier account; Fedex shipping on customer carrier account only; and DHL for International customers only, $7.00 service charge per order and orders on customer account only. See our shipping page at http://usdigital.com/company/ordering/shipping/ for additional shipping information. All shipping and costs are the buyer's sole responsibility. Shipping or delivery dates are not guaranteed, but are based upon best information available at the time and are subject to change without notice. US Digital will not be held responsible for any costs, damages or fees relating to parts arriving earlier or later than quoted. Special requirements for packaging must be identified at the time of order and may be subject to additional charges. All duties & taxes are the customers' responsibility. USA Digital does not ship via the United States Postal Service and does not ship on Fridays.

8. Returns

   An RMA (Return Material Authorization) number is required to return any product to US Digital. RMA numbers are only issued by US Digital's sales group and must be clearly marked on the outside of the returned material package. Shipping charges must be prepaid for any returned materials. International RMAs must state that the product is returning to the 'Country of Origin' on all return paper work in order to avoid additional customs fees.

   Download the RMA request form.

9. Repairs

   If it is necessary to return product for repair, please contact US Digital technical support to obtain an RMA number. Along with the RMA, the return must include a valid purchase order number, return billing and shipping instructions, as well as a contact name and telephone number. Please include a brief description of your application and information regarding the problem with the product. All shipping charges on returned products must be prepaid. All repairs are FOB US Digital's factory.

10. Warranty

    In the event Customer is incorporating a US Digital product or products (as “Component Parts”) into a product produced by or for Customer (an “End Product”), the warranty set forth herein is conditioned on Customer thoroughly testing the End Product to determine that the US Digital Component Parts function within US Digital’s published specifications for the US Digital Component Parts. Based on this condition precedent, US Digital warrants its products will function in compliance with US Digital’s published specifications for each respective product (as set forth at www.USDigital.com/products) for two years from the date of shipment.

    This warranty does not apply to defects resulting from the following: (i) damage caused by Customer or Customer’s employees, agents or representatives, (ii) unauthorized modification, (iii) abuse or misuse, (iv) operation outside of US Digital’s published specifications for the product, or (v) shipping damages. Further, US Digital’s products are not authorized for use as critical components in life support devices or systems without the prior express written approval of an officer of US Digital. As used herein: (1) “life support devices or systems” are devices or systems which (a) are intended for surgical implant into the body, or (b) support or sustain life and for which the failure to perform when properly used in accordance with instructions for use can reasonably be expected to result in a significant injury or death to the person whose life is being supported or sustained by means of the devise or system; (2) a “critical component” is any component in a life support device or system for which the failure to perform can reasonably be expected to cause the failure of the life support devise or system or to adversely affect its safety or effectiveness.

    No other warranty, guarantee or representation is expressed or implied to include, but not limited to, warranties of merchantability or fitness for a specific or particular purpose or use.

11. Warranty Claim Procedure and Remedy

    In order to make a warranty claim, Customer must: (1) promptly notify US Digital of any perceived warranty defect which occurs during the warranty term, and (2) upon concluding that a warranty defect exists, Customer must promptly return the product which is perceived to be defective to US Digital for a determination whether in fact a warranty defect exists. Authorization must be obtained before returning products based on alleged warranty defects (see Paragraph 8 above for the return procedure). If US Digital determines that in fact a warranty defect exists, Customer’s sole remedy shall be, at US Digital’s option, (1) repair, (2) replacement, or (3) refund of the purchase price paid.

    Please note that under no circumstance will US Digital be liable or responsible for warranty service performed other than by US Digital.

12. Liability

    In no case shall US Digital be liable for indirect, punitive, incidental, consequential, or special damages to include but not limited to damages for loss of business, loss of revenue, loss of profit, loss of use or loss of other economic advantage, however caused and regardless of theory of liability, even if US Digital has been advised of the possibility of such damages. US Digital's liability for damages shall in no event exceed (under any legal or other theory of recovery) the sum paid to US Digital for the product causing the damages. Further, Customer agrees that its sole remedy for damages shall be limited, at US Digital’s sole discretion to repair, replacement, or purchase price refund only after the product is returned in accordance with return policies.

13. Delays

    US digital shall not be held responsible for delay if caused by or arising directly or indirectly from fires, floods, earthquakes, substantial damage to its plant, accidents, riots, open hostilities, declarations of national emergencies, war, government interferences or embargos, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies or any other cause or causes beyond its control.

14. Inspection and Acceptance

    Products shall be deemed finally inspected and accepted within (10) days after receipt unless notice of claim is given in writing to US Digital within such (10) day period.

15. Confidentiality

    US Digital considers information about our customers an important part of our business. Confidential customer information is not provided to other without the consent of that customer.

16. Law Governing

    The Terms and Conditions of Sale shall be governed by and construed under the laws of the State of Washington, excluding its conflict of law provisions.