Liberty Solutions

2101 South IH35 Suite 410
Austin, Texas 78741

Effective Date of catalogue:
July 30, 1998

Catalogue Products / Services

Seller agrees to supply and Purchaser agrees to purchase products ("goods") described in Seller's current comprehensive catalogue, which shall supersede any terms and conditions on any purchase order form submitted to Seller by Purchaser.

1. SHIPMENT AND DELIVERY
2. Delivery will be made F.O.B. origin, freight paid in accordance with Seller's standard freight policy in effect at the time of shipment. Seller will comply with all reasonable shipping and handling instructions received prior to shipment. In the event Purchaser requests shipment not in accordance with Seller's Standard Freight Policy, Purchaser will bear the cost of all freight and handling. Sell will procure at its expense in-transit insurance coverage. Seller may charge, and Purchaser shall pay, a special handling fee for any shipment less than $300 in value. COD fees may also apply.
3. Purchaser shall examine all goods promptly upon receipt thereof. No later than thirty (30) days after receipt, Purchaser shall notify Seller's of all claimed shortage or damaged goods, or if rejection is intended, shall specify all grounds there for. Failure to give such notice shall be deemed an acceptance of the goods as of the date of shipment. Any software package which is delivered and opened can not be returned or refunded for credit.
4. CREDIT AND PAYMENT TERMS
5. Purchaser shall furnish to Seller all financial information reasonably requested by Seller, from time to time, for the purpose of establishing or continuing Purchaser's credit limit, it being understood that Seller shall have the right to decline, to extend credit to Purchaser and to require that the applicable purchase prices be paid prior to shipment. Seller shall have the right from time to time, without notice, to change or revoke Purchaser's credit limit on the basis of changes in Seller's credit policies or Purchaser's financial condition and/or payment record.
6. Payment terms for each shipment of goods shall be as stated on Seller's invoice. A service charge of the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by law will be charged on all past due balances to defray Seller's costs of carrying such balance. Payment for all orders must be made in accordance with the terms in effect at the time the order was placed. Purchaser further agrees to pay any incurred collection costs including, but not limited to reasonable attorney's fees and court costs. All merchandise referenced in invoice remains the property of Seller until paid in full by purchaser. Insufficient fund checks will incur a $20.00 fee for each deposit attempt.

   Any obligation of Seller under this Agreement to deliver goods on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statue, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute is filed against Purchaser, or if a receiver or trustees appointed to take possession of the assets of Purchaser.

7. TAXES
8. Purchaser shall bear applicable federal, state, municipal and other government taxes (such as sales, use, etc.). Unless otherwise specified, list prices do not include such expenses, and they will appear, if applicable, as separate, additional items on the invoice. Exemption certificates, valid in the place of delivery, must be presented to Seller prior to shipment if they are to be honored.
9. WARRANTY
10. Seller warrants that goods manufactured by Seller (or manufactured specifically for resale by Seller only) shall be free from defect in material and workmanship for a period of 1 year unless otherwise stated by Manufactures warranty policy. CPU's and memory modules carry a thirty-day warranty unless otherwise stated. This warranty is made solely to the Purchaser.
11. Seller sole obligation (and Purchaser's sole remedy) in the event of breach of warranty shall be the repair or replacement of defective goods. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTITAL DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEDGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. Purchaser shall promptly advise Seller of any defect in goods delivered hereunder and, without deduction or offset, upon obtaining prior authorization of Seller, ship defective goods to Seller's designated warehouse. Seller may bear the expense of shipping the defective goods to its warehouse and the expense for shipping the repaired or replaced goods to Purchaser, unless such goods were not defective, in which case Purchaser shall bear all reasonable expenses incurred in inspecting, testing and returning the goods. In all events, Purchaser shall bear the risk of loss or damage during transit.

    Seller shall not be obligated to repair or replace goods rendered defective, in whole or in part, by causes external to the goods, such as, but not limited to, catastrophe, power failure or transients, overvoltage on interface, environmental extremes, improper use, maintenance and application of the goods, or use of unauthorized parts.

    SELLER DOES NOT WARRANT THE MERCHANTABILITY OF THE GOODS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER MAKES NO WARRANTY WITH RESPECT TO ANY GOODS WHICH WERE NOT MANUFACTURED BY SELLER OR MANUFACTURED SPECIFICALLY FOR RESALE BY SELLER ALONE. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.

12. STOCK BALANCING
13. Subject to Seller's approval prior to returning goods, Purchaser may return any goods purchased from Seller within 30 days after invoice date for credit or refund against future purchases by Purchaser. All returns are subject to a 15% restocking fee plus any incurred shipping cost. All returned goods whether for refund, exchange or warranty claims, must be accompanied by all packaging and accessories with which they were originally sold or they will not be accepted for return. All goods returned must be undamaged, in the manufacturer's original packaging, in a resaleable condition and unused. Seller reserves the right to not accept goods if the manufacturer has placed restrictions upon the return of goods. Seller also reserves the right not to accept goods which are no longer in production or which are being produced or published by a manufacturer which is insolvent or which has declared bankruptcy. Purchaser shall pay all costs and bear all risks of loss when returning goods to Seller.
14. DEFECTIVE RETURNS
15. Within thirty (30) days after the date of purchase by Purchaser, Purchaser may return to Seller for replacement or credit any goods found to be defective; provided that Purchaser shall obtain Seller's approval prior to returning the goods. Seller reserves the right to require
16. Purchaser to return defective goods directly to the goods' manufacturer for replacement according to the manufacturer's defective goods return policy.
17. PATENT AND TRADEMARK INDEMNITY
18. Seller shall defend any suit or proceeding brought against Purchaser and shall indemnify and hold Purchaser harmless from and against all damages and costs incurred by Purchaser arising from the infringement of patents or trademarks or the violation of copyrights by goods manufactured by Seller (or manufactured specifically for resale by Seller alone) and purchased by Purchaser, provided that Purchaser promptly notifies Seller in writing of the charge of infringement or legal proceeding and gives Seller full and complete authority, information, and assistance for the defense of such charge or suit.
19. SELLER SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARDS OR THE VIOLATION OF COPYRIGHTS BY GOODS WHICH WERE NOT MANUFACTURED BY SELLER OR MANUFACTURED SPECIFICALLY FOR RESALE BY SELLER ALONE.

    Seller shall have the option at any time to replace or modify any goods sold to Purchaser to avoid patent or trademark infringement or copyright violation; provided such replacement or modification does not materially affect performance hereunder.

    NOTWITHSTANDING ANY OTHER TERMS OR CONDITIONS TO THE CONTRARY, SELLER'S LIABLILTIY UNDER THIS SECTION SHALL NOT EXCEED THE INFRINGING HARDWARE OR SOFTWARE, LESS REASONABLE DEPRECIATION COMPUTED ON A FIVE-YEAR STRAIGHT LINE BASIS.

20. LIMITATION OF LIABILITY
21. SELLER SHALL NOT BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY WHICH RESULTS FROM THE USE OR APPLICATION BY PURCHASER OR ANY OTHER PARTY OF GOODS AND/OR SERVICES DELIVERED TO PURCHASER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF SELLER. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY SELLER, IT'S EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF GOODS AND/OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT (INCLUDING EVENTS OF LOSS, DAMAGE, OR INJURY PROVIDED FOR IN THE PRECEDING PARAGRAPH) SHALL SELLER BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICITPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH SELLER'S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY GOODS OR OTHER MATERIALS OR SERVICES SELLER SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR ANY GOODS USED FOR AVIATION OR NUCLEAR PURPOSES.
22. MANUFACTURER/PUBLISHER RESTRICTIONS
23. All goods delivered to Purchaser hereunder may have additional restrictions on their use required by Manufacturer/Publisher. Purchaser is solely responsible for ensuring its adherence to any and all such restrictions or requirements.
24. NOTICES
25. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when delivered or two (2) days after mailing by U.S. certified or registered first-class mail, prepaid, and addressed to the parties at their principal place of business or at such other addresses as the parties may designate by written notice.
26. ASSIGNMENT
27. Purchaser shall not assign any order or any interest therein without the prior written consent of Seller. Any such actual or attempted assignment without Seller's written consent shall entitle seller to cancel such order upon written notice to Purchaser.
28. SEVERABILITY
29. A judicial determination that any provision hereunder is invalid in whole or in part shall not effect the enforceability of those provisions not found to be invalid.
30. CAPTIONS

The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.