Terms of Sale TERMS OF SALE Acceptance: All sales are subject to, and expressly limited, to the terms and conditions stated herein (the “Terms”) and no different or additional terms and conditions shall be valid unless the same shall be in writing and signed by the parties. Acceptance can occur as execution of an acknowledgement form or upon acceptance by buyer of goods covered hereunder, and such acceptance shall constitute agreement to the Terms. Specifications: Specifications applicable to goods sold hereunder shall be limited solely to those furnished by Westell or expressly agreed to in writing by Westell. Unless otherwise specified, tolerances are to be commercially reasonable. Changes: Westell reserves the right to make product and design changes to goods ordered which will not adversely affect form or function requirements. All changes requested by buyer in the process or design of goods are subject to written approval by Westell and to reasonable changes in price and other terms as mutually agreed by the parties. Price and Payment: All purchases of goods hereunder shall be upon the current prices established by Westell from time to time. All invoices shall be paid within 30 days of invoice date. Title – Risk of Loss – Terms – Shipment: Title to goods and risk of damage or loss shall pass to buyer FOB Westell dock upon delivery of goods to Westell’s common carrier for domestic shipments and EXW Westell’s dock for international shipments or other means of transportation. Westell will ship best way overland if buyer’s orders do not specify method of shipment. Insurance, taxes, duties, fees and other related costs are the responsibility of buyer, unless otherwise agreed, in which case Westell may add charges to invoice or bill separately. Each shipment shall constitute a separate sale. Failure to make one or more deliveries shall not constitute cause for cancellation hereof by buyer. Westell’s Remedies: For so long as buyer fails to fulfill the terms of payment for any shipment, Westell may cancel all or part of the subject order or any other order. Delays: If a specific shipping date is not agreed to in writing by Westell, Westell shall not be liable for any loss or damages resulting from such delays. Whether or not Westell agrees to a specific shipping date, Westell shall not be liable for delay or failure to deliver due to wars, civil disturbances, strikes, fires, floods, storms, earthquakes, terrorism, Acts of God, the inability to obtain necessary labor, energy water, raw or finished materials or facilities, government priorities or allocations, delay in transportation or other causes beyond Westell’s control. Cancellation: Build to Order (BTO) items are non-cancellable/non-returnable. Any other order may be cancelled by buyer within five (5) business days of placement if not already shipped. Taxes: All applicable state and local taxes including, but not limited to, use, occupation, privilege, excise, rental and sales taxes shall be in addition to the purchase price and shall be paid by buyer to Westell or in lieu thereof buyer shall provide Westell with a tax exemption certificate acceptable to all applicable taxing authorities. This obligation shall survive buyer’s payment. Warranty Matters: Westell will repair or replace, at its expense (including all transportation charges), for a period of one year from the date of purchase by buyer, any of the goods sold by Westell, which parts show defects in workmanship or materials when used for the intended purposes. Returns: Due to the custom nature of Westell’s products, returns are at the discretion of Westell management. Customer must obtain a Westell RMA before return shipment. Waiver: The failure of Westell to insist in any one or more instances upon the performance of any of the terms and conditions herein, or to exercise any right hereunder, shall not be construed as a waiver of any other terms or conditions herein nor in the future performance of any term or condition or the future exercise of any such rights. Any amendments to the Terms must be in writing and executed by both parties. Limitation of Damages and Action: EXCEPT AS OTHERWISE PROVIDED HEREIN FOR A BREACH OR WARANTY, Westell LIABILITY HEREUNDER SHALL BE LIMITED TO WESTELL’S INVOICED PRICE FOR THE GOODS. IN NO EVENT SHALL WESTELL BE LIABLE TO BUYER OR ANY OTHER PERSON FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE GOODS COVERED HEREBY, WHETHER ARISING FROM BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY OF SELLER, OR OTHERWISE, OR FOR ANY MACHINE WORK, LABOR CHARGES, OTHER EXPENSE, LOSS OR DAMAGES CAUSED BY DEFECTIVE MERCHANDISE. AN ACTION HEREUNDER MUST BE COMMENCED WITHIN ONE YEAR OF ACCRUAL OF CAUSE OF ACTION. Governing Law: All sales shall be governed by the substantive laws of the State of Illinois. Acceptance by Westell: No order is binding until accepted by Westell.