TERMS AND CONDITIONS OF SALE - SMALL BUSINESS CUSTOMERS

PLEASE READ THIS DOCUMENT CAREFULLY!
IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

This Agreement contains the terms and conditions that apply to purchases by Customers from the Intertraff entity named on the invoice ("Intertraff") that will be provided to you ("Customer") on orders for products and/or services and support sold by Intertraff. By accepting delivery of the computer systems, other products and/or services and support described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. If for any reason you are not satisfied with your Intertraff-branded hardware system, you may return the system under the terms and conditions of Intertraff

THESE TERMS AND CONDITIONS APPLY (I) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH INTERTRAFF, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) UNLESS OTHER INTERTRAFF STANDARD TERMS APPLY TO THE TRANSACTION.

These terms and conditions are subject to change without prior written notice at any time, in Intertraff's sole discretion.

1. Other Documents. Other than as specifically provided in any separate formal purchase agreement between Customer and Intertraff, these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Intertraff.

2. Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE ITALIAN LAWS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Intertraff's sole discretion, and unless otherwise agreed to by Intertraff, payment must be received by Intertraff prior to Intertraff's acceptance of an order. Payment for the products and services and support may be made by credit card, wire transfer, or some other prearranged payment method unless Intertraff has agreed to credit terms. Invoices are due and payable within the time period noted on the reverse side of this invoice, measured from the date of the invoice. Intertraff may invoice parts of an order separately. Orders are not binding upon Intertraff until accepted by Intertraff. Any quotations given by Intertraff will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law.

4. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on the invoice(s). Unless Customer provides Intertraff with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Intertraff's acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order. If applicable, a separate charge for taxes will be shown on the invoice.

5. Title; Risk of Loss. Title to products passes from Intertraff to Customer on shipment from Intertraff's facility. Loss or damage that occurs during shipping by a carrier selected by Intertraff is Intertraff's responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. Title to software will remain with the applicable licensor(s).

6. Warranties. THE LIMITED WARRANTIES APPLICABLE TO INTERTRAFF-BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTATION PROVIDED WITH THE PRODUCTS. THERE ARE NO WARRANTIES FOR SERVICES. INTERTRAFF MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN INTERTRAFF'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND INTERTRAFF WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON INTERTRAFF'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.

7. Software. All software is provided subject to the license agreement that is part of the package. Customer agrees that it will be bound by the license agreement once the package is opened or its seal is broken. Intertraff does not warrant any software under this Agreement. Warranties, if any, for the software are contained in the license agreement that governs it purchase and use.

8. Exchanges. From time to time, Intertraff may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with Intertraff's exchange policies in effect on the date of the exchange.

9. Products. Intertraff continually upgrades and revises its products and service offerings to provide Intertraff customers with new products and service offerings. Intertraff may revise and discontinue products at any time without prior notice to customers. Intertraff will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalogue are possible. The parts and assemblies used in building Intertraff products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. Spare parts may be new or reconditioned.

10. Intertraff Software and Peripherals Products. Any warranty and technical support provided on third-party products purchased through Intertraff are provided by the original manufacturer and not by Intertraff. These products may be returned only in accordance with the return policy in effect on the date of invoice. The warranties and technical support may vary from product to product. Intertraff-branded products purchased through Intertraff carry the same warranty terms as described in Section 6, Warranties, above. For Small and Medium Business Customers, all non-defective products purchased that are returned to Intertraff are subject to a fifteen percent (15%) restocking fee.

11. Limitation of Liability. INTERTRAFF DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. INTERTRAFF WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, INTERTRAFF IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE EURO AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS OR SERVICES UNDER THIS AGREEMENT.

12. Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) AGAINST INTERTRAFF, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "Intertraff") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Intertraff's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY THE ITALIAN LAW

13. Service and Support. Intertraff will provide general technical support to Customer, in accordance with the then-current technical support policies in effect. Service offerings may vary from product to product. If Customer purchased optional services and support, Intertraff and/or a third-party service provider will provide the optional service and support to Customer in accordance with the then-current terms and conditions in the optional service contract between Intertraff and/or the third-party service provider and Customer. Intertraff and/or the third-party service provider may, at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them. The optional services and support programs and their terms and conditions in place at the time or purchase will apply to Customer's purchase. Intertraff has no obligation to provide service or support until Intertraff has received full payment for the product or service/support contract for which service or support is requested.

14. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.