Terms and Conditions of Purchase

The following Terms and Conditions ("T&Cs") will be in effect between VTech Communications, Inc., an Oregon corporation ("VTech"), and any buyer ("Company") of Products ("Company") who does not have a fully executed contract in place with VTech as of the date it places an Order.

1. PURCHASE OF PRODUCTS.

   Company may purchase any of the products (the "Products") listed on the product and price list previously provided to Company by VTech, at the prices shown on such product and price list. Such purchase will be transacted through Company's submission to VTech of an electronic order ("Order"). An Order wi11 not be binding upon the parties unless (i) it references these T&Cs, and (ii) states the Products and quantities to be purchased, the requested dates of sale, and the point of delivery, and (iii) all such terms are accepted by VTech. VTech may reject a proposed Order for any reason, including without limitation insufficient ordered quantities. Agreement by VTech to furnish Products, or its furnishing Products, or the commencement of work by VTech with respect thereto shall constitute acceptance of the Order by VTech, subject to these T&Cs. These T&Cs prohibit consignment or stock balance arrangements. The terms of VTech's program allowances, if any, will be set forth in a Program Agreement entered into by and between the parties (the "Program Agreement"). The terms of VTech's Pricing Policy are hereby incorporated into these T&Cs, and made a part hereof.

2. SHIPMENT.

   When an Order is placed and before it shall be binding, the parties will agree upon the delivery point, the manner of shipment of products to the delivery point, and responsibility for such shipment. Title, possession, and risk of loss will pass from VTech to Company at such delivery point. Without Company's prior written consent, deliveries against an Order shall not be made in whole or in part prior to the specified delivery date, nor shall they exceed the quantities specified. Over shipments by VTech will be held by Company at VTech's risk and expense for a reasonable time awaiting shipping instructions from VTech. Return shipping charges for excess quantities and any other charges incurred in relation thereto will be at VTech's expense. lf Company requests expedited shipment, Company will bear any additional charges resulting therefrom.

3. RETURN POLICY.

   VTech will accept Products returned by end users only within the first thirty (30) days after purchase by the end user, and only if the Product: is in like new condition (ordinary wear and tear excepted); is complete with all accessories, packaging and documentation; was purchased by the end user at a store owned or operated by Company or by a party to whom Company resold (directly or indirectly) the Product; and was purchased from VTech within the one-year period prior to such return. All returns are further subject to the requirements set forth in VTech's Return Policy (if Company does not have a copy of the Return Policy, Company should request it from VTech). If VTech determines that a returned item does not qualify for return under this provision, VTech's decision shall be final. Company also acknowledges that VTech does not accept "returns to stock," and Products sold hereunder may not be returned, except as permitted by the provisions herein relating to over shipments, returns and warranty.

4. WARRANTY.

   VTech provides a Product warranty to the end users of Products, as described in the documentation accompanying such Products. The parties agree that, except to the extent that Company is an end user of a Product, VTech makes no warranty to Company as to Products sold hereunder. Company shall immediately inform VTech in writing of any end user warranty claim against Company regarding the Products, and VTech shall defend Company against such claim and pay any judgment or settlement resulting therefrom. Company shall provide reasonable assistance with respect to such defense, as may be requested by VTech, and VTech shall have complete control over the handling of such claims. Company is not authorized to, and shall not, extend any warranty relating to the Products, and shall not interfere with VTech 's warranty program.

5. TAXES.

   The prices set forth in an Order do not include applicable sales or use taxes, which shall be paid by Company and remitted to the taxing authorities by VTech. All such taxes shall be stated on VTech's invoice. If Company is exempt from any such tax, it shall provide a tax exemption certificate or other similar evidence to VTech, upon which VTech is entitled to rely, and Company will indemnify VTech against any cost incurred by VTech's reliance thereon.

6. INSPECTION AND ACCEPTANCE; REMEDIES.

   The material and workmanship of all Products in respect of an Order shall be subject to inspection, test and count by Company, upon delivery of the same to Company. If any of the Products shall be defective in material or workmanship or otherwise not in conformity with the requirements of an Order, Company may reject the same by notifying VTech in writing, within ten (10) days after Company's receipt of such Products, and returning said Products to VTech, and VTech will elect and implement one of the following remedies: (i) delivering replacement goods or services which comply with all stated contract requirements, or (ii) repairing defective goods to meet contract requirements and redelivering the same to Company, or remedying any defects in the services provided, or (iii) issuing a credit of any amounts paid by Company for such defective goods or services. The foregoing shall be Company's sole remedy against VTech for defective goods or services hereunder.

7. PAYMENT.

   Credit line and terms are subject to approved credit. In the absence of credit approval, all payments are due in advance of shipment. Unless VTech notifies Company that payment is required in advance of an order, VTech shall submit an invoice to Company for each Order, upon shipment of the Products. Each invoice will be due thirty (30) days from date of invoice, unless other payment arrangements are accepted by VTech. If Company disputes an invoice in good faith, Company shall pay the undisputed amount within the established terms granted by VTech, and the parties will work together to resolve the dispute amount. Company shall pay interest, calculated at the rate of 1.5% per month (18% per annum), on any undisputed amount not paid within the established terms. To secure its payment obligation to VTech, Company hereby grants to VTech a security interest in and to all goods and products sold hereunder, and the proceeds thereof, and Company hereby authorizes VTech to act as its attorney in fact to execute documents required to perfect VTech’s security interest. Should Company request to establish credit with VTech, then Company will provide all documentation necessary for VTech to facilitate a credit check. The Company will be notified in writing from VTech of approved credit terms. The VTech Finance Team is the only department that can grant or modify credit and payment terms.

8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. EXCEPT AS MAY BE STATED HEREIN SPECIFICALLY TO THE CONTRARY, VTECH EXCLUDES ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS MAY BE EXPRESSLY STATED HEREIN TO THE CONTRARY, EACH PARTY'S LIABILITY TO THE OTHER PARTY HEREUNDER SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES WITH RESPECT TO WHICH DAMAGES OR LOSSES ARE CLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, MULTIPLE, OR PUNITIVE DAMAGES, OR LOST PROFITS, OR DAMAGE TO GOODWILL, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY MAY BRING AN ACTION TO ENFORCE ITS RIGHTS UNDER THESE T&Cs MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION, EXCEPT FOR MONEY DUE UNDER AN OPEN ACCOUNT.

9. TERMINATION.

   Each party may by written notice terminate an undelivered Order in the event of the other party's insolvency, liquidation, or adjudication of bankruptcy or the filing of a voluntary petition in bankruptcy, or for the making of any assignment for the benefit of creditors.

10. PATENTS, ROYALTIES AND ENCUMBRANCES.

    All Products shall be free from liabilities of payment of royalty and shall not infringe any patent, design, copyright, or trademark rights of any third person. Company shall immediately notify VTech in writing of any actual or threatened claim of infringement against VTech or its Products. VTech hereby agrees to defend Company against all claims, demands, and costs for actual or alleged infringements of such property rights with respect to the sale or use of the Products. VTech shall deliver the Products with clear title, free from any encumbrances, including without limitation security interests (except that retained by VTech), liens, or other encumbrances. Any use by Company, or by its purchasers, of the VTech or AT&T logos or other trademarked, service marked, copyrighted, or any other similar intellectual property owned by or licensed to VTech must be approved in writing by VTech, prior to such use, and Company shall be responsible to VTech for compliance, by Company and by its purchasers of Products, with this provision.

11. COMPLIANCE WITH LAWS.

    Each party agrees that it will comply with all applicable laws, rules, orders, and ordinances of governmental authorities or agencies, in its performance of an Order and its ownership of Products, and will defend the other party against any breach of its obligation to comply.

12. CONFIDENTIALITY.

    Each party shall hold in strict confidence the confidential information disclosed to it by the other party hereunder, and shall not use such information for any purpose other than the administration of an Order. Information shall be deemed confidential if it is marked as such or if a reasonable person would understand that it was intended to be treated as confidential. Confidential information shall not include information that (i) is in the public domain; (ii) is or becomes in the possession of the receiving party, other than through the breach of a nondisclosure obligation; (iii) is independently developed by the receiving party; or (iv) is obligated to be disclosed by a court or governmental agency (provided, that the disclosing party shall be given immediate notice of such demand and shall be provided an opportunity, at its expense, to contest or seek to limit such disclosure).

13. ASSIGNMENT.

    No right or obligation under an Order shall be assignable or transferable by either party without the prior written consent of the other party, and any purported assignment or transfer without such consent shall be void.

14. FORCE MAJEURE.

    VTech's performance hereunder will be excused for so long as it is prevented by causes beyond VTech's control. VTech will immediately notify Company of such force majeure event, and VTech will work diligently to attempt to circumvent such event and re-establish performance. If a force majeure event continues for three (3) months without resolution or circumvention, Company may terminate any outstanding Orders impeded by such event.

15. MISCELLANEOUS PROVISIONS.

    These T&Cs shall be interpreted in accordance with the laws of the State of Oregon, except its rules relating to conflicts of laws, and excluding the Convention for the International Sale of Goods. Exclusive venue for any dispute under these T&Cs shall be in Portland, Oregon. Notices to each party must be in writing and will be effective when sent by fax, certified mail, or overnight delivery with confirmed receipt, to the address last provided by the receiving party. Any amendments to an Order must be in writing and signed by both parties. By placing an Order, Company is deemed to have agreed to these T&Cs, which supersede and replace (i) any prior agreements between the parties regarding the sales of similar products, and (ii) any electronic or web-based agreements which purport to apply when a party utilizes the other party's web-based ordering system, Any attempt by Company to unilaterally modify these T&Cs shall be null and void unless VTech specifically agrees to such changes, in a writing signed by a VTech officer. These T&Cs, together with such data relating to price, quantity, and delivery date and place, when accepted by both parties shall constitute the entire agreement between them. The rights of both parties hereunder shall be in addition to any rights and remedies in law or at equity. In the event of a conflict between the provisions of these T&Cs and of any Company supplied agreement, the provisions of these T&Cs will prevail. Failure of either party to enforce its rights hereunder shall not constitute a waiver of such rights or of any other rights. In the event VTech commences an action to enforce its rights hereunder, and its position is ultimately upheld, Company shall reimburse VTech its attorney fees (at trial and on appeal) and court costs. It is understood and agreed that time is of the essence of these T&Cs. Company must submit any claims resulting from its audits of transactions hereunder no later than the end of the calendar year immediately following the year in which the underlying transaction occurs, and only one such claim may be submitted to VTech for any audited variance category.