Terms and Conditions of Procurement

All purchase orders issued by DIGISTOR, a division of Sunland International, LLC are subject to specifications, terms and conditions stipulated herein. Unless otherwise provided herein, any written acknowledgment of Purchase Orders issued by DIGISTOR (Order), or any other commencement of performance pursuant to Order, constitutes acceptance hereof by Seller.

1. Governing Law. The contract resulting from Order shall be construed in accordance with the laws of the state of California . The parties agree that any controversy arising from under Order shall be determined exclusively by the federal or state courts of California , and Seller hereby submits to and consents to the exclusive jurisdiction of said courts.
   
   
2. Price. The price shall not be higher than that appearing on the face of Order, or if no price appears thereon, then no higher than the last price quoted to Buyer by Seller for similar goods or services. Prices of the Goods shall not exceed Seller's lowest prices in effect at the date of shipment for comparable Goods in comparable quantities.
   
   
3. Packing and Shipment . No charge will be allowed for packing, crating cartage or storage unless otherwise designated in Order. Goods shall be suitably packed to secure the lowest transportation costs and conform to the requirements of common carriers and any applicable specification. Shipment shall be made in accordance with Buyer's instructions on the face of Order. Seller shall place Order number on the outside of each shipment and on all documents relating to such shipment. Seller shall be liable to buyer for any increase in transportation charges resulting from Seller's failure to utilize the specified method of shipment or carrier.
   
   
4. Warranties . Seller expressly warrants that all Goods shall conform to the specifications, drawings or other descriptions referred to in Order; shall be merchantable and free from defects in workmanship, material and design; shall perform as specified herein; and, to the extent that the Seller has reason to know the purpose for which the Goods are intended, shall be fit for such purpose. These warranties extend to Buyer, Buyer's customers and the users of Buyer's Goods, shall be in addition to any other warranties specified herein or implied by law, shall survive inspection, delivery, acceptance and payment, and shall continue for the longer of (a) the warranty period applicable to Buyer's sales to its customers of the Goods or products which incorporate the Goods, (b) one year after the Goods are accepted by Buyer, or (c) such greater period as my be specified elsewhere in this Order.
   
   
5. Returns . Defective Goods returned may be returned within the warranty period for refund, credit or replacement. If return is sent for replacement, only new Goods will be accepted by Buyer. Refurbished or repaired drives will not be accepted buy Buyer.
   
   
6. Delivery and Risk of Loss . Buyer's schedules and warranties to its customers are dependent upon the agreement that deliveries of Goods covered by Order will occur on the required delivery dates, therefore time is of the essence. Seller agrees to notify Buyer immediately in the event it appears that Seller may not meet the delivery schedule and shall set forth the reasons for the delay (actual or potential), the steps being taken to remedy the delay, and the schedule that Seller believes it will be able to meet. Seller shall be responsible for damages of any incurred or suffered by the Buyer which were caused by a delay of Seller in meeting delivery schedules. Delivery shall not be deemed complete until the Goods have been actually received by Buyer at its facility. Risk of loss and damage in transit shall be upon Seller, and not pass to Buyer until received at Buyer's facility in a condition in accordance with the terms or Order.
   
   
7. Taxes . Except as may be otherwise provided in Order, the price includes all applicable national, provincial, federal, state and local taxes.
   
   
8. Changes . Buyer may at any time, by written direction, make changes in the drawing, specifications, quantities, delivery schedules, method of shipment or packaging. Should any such change increase or reduce the cost, or the time required for performance, an equitable adjustment will be made in the price or delivery schedule. Any requests for an increase in the contract price or an extension in delivery schedule must be made within five (5) working days from the date of such written direction.
   
   
9. Confidentiality . Seller shall not, without first obtaining written consent of Buyer, advertise, publish or issue any news release or make any public announcement or denial or confirmation concerning the fact that the Seller has furnished or has contracted to furnish the Buyer the Goods. All drawings, specifications and data furnished by Buyer to Seller shall remain the property of the Buyer and shall be disclosed to others by Seller only as (and to the extent) required for performance of this Order. Upon completion of work, Seller shall return any such drawings, specifications, data or information derived therefrom without Buyer's prior consent.
   
   
10. Indemnity . Seller guarantees that Buyer's sale or use of the Goods will not infringe any patent, copyright, trademark, trade secret, maskwork or other intellectual property right, and Seller shall to the fullest extent permitted by law, indemnify, defend and hold Buyer harmless from and against any and all potential claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney's fees), which Buyer may hereafter incur, become responsible for or pay out as a result of any infringement or alleged infringement of any patent, copyright, trademark, trade secret, maskwork or other intellectual property right, whether such infringement or alleged infringement is direct or indirect.
    
    
11. Compliance with Laws . Seller and all persons furnished by Seller shall comply at their own expense with all applicable laws, ordinances, regulations and codes, including the indemnification and procurement of required permits, certificates, licenses, insurance, approvals and inspections (collectively Law's) in performance under Order. Seller agrees to provide Buyer with a certificate affirming compliance with applicable Laws that Buyer shall request, and the Seller further agrees to indemnify Buyer against and to hold harmless from any loss or expense arising from Seller's noncompliance with any applicable Law.
    
    
12. Force Majeure . Neither party shall be held responsible for any delay or failure in performance of any part of Order to the extent such delay or failure is caused by flood, strike, civil governmental or military authority, act of God, or similar causes beyond its control and without than fault or negligence of the delayed or nonperforming party or its subcontractors.
    
    
13. Termination. In addition to all other rights and remedies, Buyer shall have the right to terminate Order, in whole or in part, without cause, upon notice in writing to Seller.
    
    
14. Waiver . Failure of Buyer to insist upon performance of any terms of Order or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such right.
    
    
15. Buyer's property . Except as otherwise specified by Buyer in writing, all tools, dies, gauges, fixtures and other items required to execute Order shall be supplied by Seller. Any such items paid for by Buyer or furnished to Seller without cost to Seller, (i) shall be the property of Buyer, subject to removal by buyer at any time without cost upon demand, (ii) shall be used only in filling orders from Buyer, (iii) shall be kept separate from all Seller's other materials or tools and (iv) shall be clearly identified as property of Buyer. Seller assumes all liability for loss of damage to Buyer's property save wear and tear. Seller shall maintain full insurance coverage against loss or damage of such Buyer property shall (upon Buyers request) supply Buyer with a detailed statement of such property, and shall not remove, dispose or pledge as security any of Buyer's property without prior consent.
    
    
16. Payment . Invoices shall be paid on delivered and accepted Goods in accordance with the terms of Order; due dates for payment shall be computed from the later of the date on which (i) Buyer receives a correct invoice or (ii) Buyer receives the Goods described in such invoice. Payment shall be deemed made (for the purpose of earning any discount offered by Seller or otherwise) on the date Buyer's check is mailed to Seller. Payment of the invoice shall not constitute acceptance of the product and shall be subject to an appropriate adjustment for failure of Seller to meet the requirements of Order.
    
    
17. Duty Drawback . Orders shall be subject to Duty Drawback at the request of Buyer. Upon request, Seller shall supply to Buyer all information to support U.S. Customs requirements for Duty Drawback. The Seller shall comply in an expeditious manner.
    
    
18. Gratuities . Seller warrants that neither it nor any of its employees, agents or representatives has offered or given any gratuity to Buyer's employees, agents or representatives with a view towards securing favorable treatment with respect thereto.