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1 <br /> # ets <br /> PRODUCT&SERVICE PURCHASE AGREEMENT <br /> CONTRACT NUMBER: <br /> TERMS AND CONDITIONS <br /> Pg 1 of 7 <br /> This Product & Service Purchase Agreement ("Agreement") is by and between the legal entities that have <br /> executed this Agreement("Expanets"and"Client"). This Agreement covers Products and Services for use only <br /> in the United States in the ordinary course of Client's business, and not for the purpose of resale by Client. <br /> The parties agree that the terms and conditions of this Agreement will govern the Client's purchase and/or <br /> license of equipment, software, and associated wire and cable, ("Products") and installation, maintenance and <br /> other related services ("Services") described in this Agreement("Order"). Except as amended by the Addendum <br /> to Agreement dated concurrently herewith, no other terms and conditions will apply to Client's Order, nor <br /> control over this Agreement. If Client submits its Order on Client's own Purchase Order form ("PO"),then the <br /> terms and conditions on Client's PO are expressly excluded. If applicable, this Agreement also consists of one <br /> or more of the following documents: <br /> X Schedule A-Order Summary Form <br /> X Schedule B-Services Offerings Summary <br /> X Schedule C- Scope of Work (incorporating the General Instructions and Requirements from RFP/RFQ <br /> (Attachment No. 1)and the Technical Requirements from RFP/RFQ(Attachment No. 2).) <br /> X Installation Services,❑ Professional Services <br /> X Schedule D-Manufacturer's Software License Agreement(s) <br /> X Schedule E-Agency Agreement <br /> 1. CONTRACT PERIOD - A. This Agreement shall be effective from the date of execution by authorized <br /> representatives of both parties and shall remain in effect until terminated as set forth in this Agreement. <br /> B. If Client orders Maintenance Service; it will commence on the expiration of the applicable warranty period <br /> for the term stated on the Order Summary Form. Upon expiration of the initial term, Maintenance shall <br /> automatically renew for successive one 3 year term at the monthly charges in effect at the time of renewal <br /> unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the <br /> expiration of the initial or any renewal term. <br /> 2. ORDERS-A. Expanets' acceptance of Client's Order is subject to credit approval and to Client's remittance <br /> of the initial payment as set forth on the Order Summary Form (Schedule A) and/or the Scope of Work <br /> (Schedule C). Client will provide federal tax identification number to Expanets for the purpose of credit <br /> evaluation. <br /> B. Subsequent Orders, excluding Change Orders, with a purchase price or license fee of less than $10,000 for <br /> additions or modifications to the Products and Services acquired hereunder ("Add Ons") may be purchased by <br /> Client only via a purchase order signed by an authorized representative of Client. The price of Add Ons will be <br /> Determined between Expanets' and Client at the time of purchase then current price. <br /> C. When applicable, the parties will mutually agree upon a Scope of Work (Schedule C) that describes the <br /> responsibilities of each party with respect to installation or other Services to be provided. The Scope of Work <br /> shall be made part of the applicable Order when signed by both parties. Client's failure to perform its <br /> responsibilities on the dates specified in the Scope of Work may result in a delay of the Order, or may result in <br /> an increase in the prices stated on the applicable Order Summary Form or Scope of Work. Client's <br /> responsibility for such increase shall be limited to any out-of-pocket expense caused to Expanets by such a <br /> delay. <br /> 3. IMPLEMENTATION - A. The "Delivery Date" is the date Expanets delivers the Products to the Client's <br /> location. The "In-Service Date" is the date that Products are substantially in operation in accordance with the <br /> manufacturer's standard specifications and any additional documentation accompanying the Product <br /> (collectively referred to as"Specifications")and are available for use by the Client. <br /> B. Any mutually agreed upon changes made to the Order before the Delivery or In-Service Date shall be <br /> documented on a Change Order form ("Change Order"). The Change Order form shall state the applicable <br /> adjustments to the cost of the Order, including any applicable shipping charges or cancellation charges. <br /> Amended 8/1/02 <br /> By:L.Kircher <br />