1. INVOICE – The Buyer hereby orders from Gyration of Adesso Corporation hereafter referring to Adesso as the product(s) listed above.

2. PURCHASE PRICE – The buyer agrees to pay the total purchase price as specified on the front of this document.

3. DELIVERY – Delivery should take place at Adesso unless otherwise specified in writing on this document.

4. INSPECTION – The buyer should inspect the product(s) at delivery and should notify Adesso of any defects or discrepancies within 3 days of receipt of the product(s).

5. TITLE AND RISK OF LOSS – Title and risk of loss or damage to the products shall pass to the buyer on the date of shipping the product to the buyer.

6. LIMITED WARRANTY – Gyration of Adesso Inc. provides a 1-year limited warranty for the quality of all its products in materials and workmanship. During this period, Adesso will repair or replace all merchandise, which proved to be defective. However, Adesso will not warranty any product which has been subjected to improper freight Handling/shipping abuse, neglect, or unauthorized repair or installation. The warranty also will not cover products installed with Non-Adesso components and products with broken sealed and assembly traces. In addition, Adesso cannot accept any returns or exchanges outside the USA, which are not purchased from Adesso directly. After the replacement of RMA, Adesso reserves the right to request the total cost of the replacement products with broken seals or assembly traces.

7. ALTERATIONS, MODIFICATIONS AND ATTACHMENTS.- Any alteration, additions, improvement, or attachment on the products not authorized in writing by Adesso shall solely be at the BUYER’S own expense and risk. If operations of the products are affected in any way by alterations, improvements, modifications or installation, the warranty shall be deemed waived by the buyer and Adesso shall have no further obligations to the buyer.

8. RETURN MERCHANDISE POLICY – Should a product(s) fail during the warranty period, certain procedure should be followed for Adesso to serve the buyer more efficiently.

(1) Email the RMA department at Adesso to obtain an RMA number. ( rma@adesso.com ) RMA numbers will only be issued by email, phone, or fax service. RMA numbers will be voided if defective merchandise has not been received by Adesso within 15 days after an RMA number is issued. Adesso will not be responsible for any lost items that cannot be traced as delivered to Adesso. End user is responsible for shipping costs to Adesso. Any merchandise returned without an RMA # on its packaging will be returned. The following must be available to request an RMA number:

a). Invoice date & number.

b). Product description and serial number.

c). DETAILED reason for return.

(2) Requirement for the RMA processing:

a). A copy of the original invoice with the item and serial number.

b). A detailed note detailing all problems.

c). All returned product(s) must be packed in the original packaging. Improper packaging may void the warranty.

d). RMA number clearly marked on mailing labels and shipping containers.

e). Shipping costs for returning defective products to Adesso is the buyer’s responsibility.

f). No shipments can be made to shipping addresses outside of the continental United States.

9. RETURN FOR CREDIT –

(1) All sales returns must be processed at Adesso via email BEFORE returning your item. Please email rma@adesso.com for an RMA # for credit and please state that you want to return your item for a credit.

(2) Any returned merchandise will not be accepted unless it is unused and packed in the original container with a complete parts manual and accessories.

(3) To receive credit, product(s) must be returned within 30 days from the invoice date. A minimum of 15% will be charged as a restocking fee against any returned merchandise for any non-defective reason.

10. DAMAGE ON ARRIVAL (DOA) – For all DOA products, the buyer is required to call for an RMA number within 15 days of the received product.

11. LEAD TIME OF SERVICE –

(1) All replacements are subject to stock availability and will be handled within 3-5 business days. Please allow 4-7 days (depending on the destination address) of estimated time, for the delivery of your replaced product.

(2) All shipments returned to the buyer will be by FedEx ground. The buyer is responsible for the difference in the freight charge if expedited service is requested.

12. SERVICE CHARGES-

(1) Adesso hourly labor rate – $60.00 (minimum 30 minutes)

(2) Product returned without deficiencies – $20.00 per item plus $15.00 handling fee and freight charge.

(3) Out of warranty product(s) – $40.00 per item plus freight.

(4) Refused shipment – $15.00 charge plus freight.

13. CANCELLATION – Cancellation of order may be subject to 15% of total order amount.

14. DISHONOR CHECK – $25.00 will be charged for each returned check.

15. LATE CHARGE – 18% interest charge per annum (0.05% per day) for past due account balance.

16. ADESSO sustains security interest on the merchandise stated above. Venue shall lie in the Los Angeles County, California, and the rights and obligations of the parties hereto shall be constructed and enforced in the state of California.

17. The buyer agrees to pay all of Adesso’s costs related to the collection of any sum due, including overhead allocated to employee efforts and any legal fees and expenses incurred.

18. ENTIRE AGREEMENT – This document constitute entire Agreement between the buyer and Adesso. It is intended as a complete and exclusive statement of the term used in this agreement and no course of prior dealing between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. No agent, employee or representative of Adesso has authority to bind Adesso to any affirmation, representation or warranty concerning the product sold under this agreement, unless the same is included within this written agreement. This agreement may be modified only by a written agreement signed by the parties hereto or by their duly authorized agents. Waiver by Adesso of any provision hereof in one instance shall not constitute a waiver as to any other instance