1. Acceptance of Terms. Buyer understands and agrees that goods presented to buyer pursuant to this invoice are being tendered conditioned upon buyers agreement to all of the terms and conditions set forth herein.  Buyers acceptance of delivery of the goods shall confirm buyer’s agreement to all of the terms and conditions herein. Acceptance of this offer is limited to its terms. If your order or confirmation contained additional terms, acceptance of delivery shall constitute your agreement: (1) your offer did not limit acceptance to its terms; (2) that seller’s terms and conditions do not materially alter buyer’s offer to purchase; and, (3) buyer has not, and will not, object to any additional terms.  To the extent your offer contained any such language, you hereby waive it.  Acceptance of this tender which state additional or differing terms from this Invoice shall be deemed material alterations within the meaning of Section 2207 (2) (b) of the Uniform Commercial Code, and Notice of Objection to and rejection of them pursuant to Section 2207 (2) (c) of the Uniform Commercial Code is hereby given.
2. Title. Title to the goods shall remain with Seller until shipped by seller.
3. Limitations of Action. Any action for breach of this contract must be commenced within one (1) year after the alleged breach.
4. Warranties. Seller warrants that the goods will be in conformance with its specifications, and free from defects in material and workmanship under normal use and service for twelve (12) months from the original purchase date, provided, however, that under no circumstances shall the warranty extend for a period beyond eighteen (18) months from the date stamp, if any. Buyer’s sole remedy for breach of this warranty shall be limited to the repair or replacement, including labor and materials, of any part which is proven not to be in compliance with the specifications or proven to be defective in material or workmanship under normal use and service conditions. This warranty is void if the goods are altered or repaired or serviced by anyone other than Seller.
5. Limitations on Warranty. it is expressly agreed that the liability of Seller shall be limited to those set forth in section 4.  THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,WARRANTIES OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR  PARTICULAR PURPOSE, AND ALEPH AMERICA EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES AND GUARANTIES OF ANY KIND. CUSTOMERS EXCLUSIVE REMEDY AND ALEPH AMERICA’S ENTIRE LIABILITY UNDER THIS AGREEMENT,IF ANY, FOR ANY CLAIM FOR DAMAGES RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THOSE SET FORTH IN PARAGRAPH 4, HEREIN.
   
   IN NO EVENT SHALL ALEPH AMERICA BE LIABLE TO CUSTOMER FOR ANY DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTIAL, COLLATERAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF THE USE, OR INABILITY TO USE, MALFUNCTION OR FAILURE OF THE GOODS, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, MANUFACTURIING OR ASSEMBLY DOWNTIME, LOSS OF PRODUCT, DAMAGE TO OTHER EQUIPMENT OR LOSS OF GOODWILL.
6. Cancellation. With the exception of specially manufactured goods, sales orders may be cancelled prior to one hundred twenty (120) days before the scheduled shipping date. Any cancellations of orders prior to shipment within one hundred twenty (120) days of the scheduled shipping date, but prior to sixty (60) days before scheduled shipping date, shall be subject to restocking charge of twenty percent (20%). Cancellations or rescheduling of orders within sixty (60) days of the scheduled shipping date shall be invoiced, and Buyer agrees to pay, in full.  No cancellation or rescheduling of orders for specially manufactured goods is allowed under any circumstances.
7. Late Payment Penalty. The parties hereto acknowledge that a late payment by Buyer of any sums due hereunder will cause Seller to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges as well as late charges, which the Seller may incur with respect to creditors. Accordingly, if any payment of sum due hereunder shall not be paid within ten (10) days after such amount shall be due, without any requirement of notice to Buyer, Buyer shall pay to Seller a late charge equal to ten percent (10%) per month of such overdue amount.
8. Interest. In the event any payment due hereunder is not paid when due, said amount, including any late charge, shall bear interest with respect to such obligation as of the date of the breach giving rise to such obligation at the lesser of one percent (1.5%) per month of the maximum rate of interest chargeable by Seller in the State of Nevada as of the date of the breach.
9. Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereto, whether tort, contract or otherwise, shall be governed and decided under the substantive and procedural laws of the State of Nevada.
10. Waivers. No consent or waiver by Seller, whether express or implied, of a breach or default by in the performance by Buyer shall be deemed or construed to be a consent or waiver to any other breach or default in performance by Buyer.  Failure on the part of either party to complain of any act or failure to act of any other party, or to declare any other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder.
11. Sole and Only Agreement. This instrument, and the exhibits attached thereto constitute the sole and only Agreement of the parties and correctly sets forth the rights, duties, and obligations of each to the other in connection therewith as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
12. Attorney's Fees. In the event of any litigation between the parties arising from this Agreement, or the relationship set forth herein, the “prevailing party,” as identified by the finder-of-fact, shall pay to the non-prevailing party all costs, fees and expenses, including reasonable attorney's fees, incurred by the prevailing party.
13. Jurisdiction and Venue. In the event of litigation between the parties, the parties hereby consent to personal jurisdiction of the courts of the State of Nevada and agree that the exclusive jurisdiction for, and the only proper venue of, any action or suit between them shall be before the courts of Washoe County in the State of Nevada.
14. Service of Process. The parties hereto do hereby consent and agree that service of any process necessary or helpful in connection with any proceeding alleged to arise out of this Agreement may be made on either party by certified mail, return receipt requested, with postage prepaid, and such service of process shall be as fully effective in all respects as personal service lawfully made on said party.
15. Indemnification. Buyer agrees to indemnify and save the Seller, its agents and employees, harmless (a) from any and all claims, suits and liability for infringement or violation of any patent or trademark rights arising in connection with this Invoice or from the use by Buyer of any of the goods furnished to it by Seller;  (b) from any and all liability for injuries  to property of persons, including death, on account of any use of the goods; (c) and all costs and legal fees incurred by Seller.
16. Invalid Provisions. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Sales Invoice shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and the same shall be enforceable to the fullest extent permitted by law.
17. Use of Terms. Wherever the context of this Invoice requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural, "or" is not exclusive and "including" is not limiting.

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