Terms and Conditions

All orders placed with MayoTel are subject to the following terms and conditions, as well as any additional terms and conditions presented on or accompanying a MayoTel quotation or Sales Order Acknowledgment. Orders given pursuant to an existing agreement are also subject to the terms of such agreement, and such terms shall control in the case of any conflict with the provisions hereof. MayoTel specifically rejects and Customer disclaims all printed provisions in Customer's printed Purchase Orders or on any associated forms and/or documents. These terms and conditions, together with MayoTel's Sales Order Acknowledgement shall constitute the entire agreement between MayoTel and Customer with respect to any Customer Purchase Order and the Product provided hereunder. These terms and conditions supersede any prior or contemporaneous, written or oral agreements or representations between MayoTel and Customer. Any amendment of these terms and conditions must be in writing and signed by MayoTel to be binding on MayoTel. No Customer Purchase Order shall be binding without MayoTel's written Sales Order Acknowledgement.

1. Definitions

"Customer" means the person or entity, however constituted, whose Purchase Order is accepted by MayoTel and to whom Product is provided.

"Product" means any goods supplied or to be supplied to the Customer, including any equipment, part or item (including software, if any), whether complete or incomplete, or service which MayoTel may be in the business of supplying.

"Purchase Order" means Customer's document or online order submittal formalizing the acquisition of Product, exclusive of any printed terms and conditions thereon.

"MayoTel" means MayoTel and/or its designated affiliates.

2. Orders

A. Acceptance of Purchase Orders
As used herein, "Acceptance of Customer's Purchase Order" shall mean MayoTel's agreement, as evidenced by the issuance of a Sales Order Acknowledgement, to supply the Product identified in Customer's Purchase Order under the terms and conditions herein. All Purchase Orders are subject to acceptance by MayoTel, in its sole discretion, at its general office in Seechaun, Kincon,Ballina, Co.Mayo, Republic of Ireland, even if taken elsewhere by a salesman, selling agent, or representative. No Purchase Order will be binding upon MayoTel until MayoTel issues its written Sales Order Acknowledgement.

B. Purchase Order changes
After a Purchase Order is accepted, Customer may not change its Purchase Order without MayoTel's written consent. Any requested changes by Customer including revision to drawings, designs, specifications, or Purchase Order shipment dates, may result in additional cost to Customer. Such changes to a Purchase Order at Customer's request shall commence as mutually accepted in writing between the parties and/or the issuance of a new Purchase Order reflecting the applicable change(s).

C. Purchase Order cancellation by customer
Purchase Orders may not be cancelled by Customer for Products manufactured, tested, labelled, packaged or otherwise modified to meet unique specifications furnished by Customer or other third party at the request of Customer (including, but not limited to, cables cut to specific non-standard lengths) ("Custom Products"), and or Products quoted or otherwise indicated to be Non-cancellable, Non-returnable ("NCNR"). For non-Custom Products or non-NCNR Products, in the event of cancellation of a Purchase Order by Customer, MayoTel shall be reimbursed upon its review and determination for all work performed and/or material expenses incurred.

D. Purchase Order cancellation by MayoTel
MayoTel reserves the right to cancel an accepted Purchase Order, or any portion thereof, pursuant to Section 4B of these terms and conditions.

E. Minimum Purchase Order
Any Purchase Order, except for repair parts, amounting to fewer than One Hundred Euro’s (EURO 100.00) net, shall be billed at One Hundred Euro’s (EURO 100.00).

3. Price

Unless otherwise stated, prices are for Product only and do not include sales tax or shipping and handling charges, if applicable. On-site installation assistance, training and service are not included unless specified in a separate contract or as a line item on the quotation or Sales Order Acknowledgment. Prices for quotations are based on receiving a single Purchase Order and are effective for that quotation only. A quotation price shall remain open for 30 days from its date.

4. Terms of Payment

A. MayoTel accepts payment by cash, check, or wire transfer. Subject to approval by MayoTel's Credit Department, terms of payment shall be 2% discount if payment is received by MayoTel within 15 days of the invoice date, net payment due in full within 30 days from the invoice date. In addition, Customer shall be liable for all costs of collection, including attorney fees and court costs, if any. All payments must be made in Euro currency unless otherwise authorized by MayoTel in writing on a Sales Order Acknowledgment.

B. MayoTel reserves the right to cancel a Purchase Order or any portion thereof if Customer's financial condition, in MayoTel's reasonable judgment, does not justify the terms of payment, unless at MayoTel's option Customer shall upon demand, immediately pay for all Products shipped and all Products not yet delivered

C. To secure Customer's obligation to make payment to MayoTel, MayoTel may (i) require that Customer establish with a financial institution acceptable to MayoTel, a stand-by letter of credit in favour of MayoTel, containing such terms as are acceptable to MayoTel or (ii) require payment in advance of shipments of Products.

5. Packaging and Shipment

A. All Product shall be packaged or packed for shipment in accordance with standard commercial practices for protection in shipment and storage. MayoTel reserves the right to impose a reasonable charge for packing and/or packaging to comply with Customer's specifications or instructions.

B. Unless otherwise specified, shipments of Products ordered shall be Free Carrier, MayoTel's designated point of supply ("FCA", Incoterms 2000), via Customer's preferred carrier. Unless otherwise provided for in a separate quotation by MayoTel, all freight charges shall be paid by Customer.

Shipment dates are estimated in good faith but are not guaranteed by MayoTel. MayoTel shall have no obligation to give Customer notice of shipment of Product. Product called for hereunder may be tendered in partial shipments.

6. Title, Risk of Loss and Insurance

All shipments shall be made Free Carrier, MayoTel's designated point of supply ("FCA", Incoterms 2000). Title, risk of loss and insurance responsibilities pass to the Customer upon delivery of Product by MayoTel to, and acceptance of Product, by a shipping agent, carrier, or any other party instructed to carry out shipment, whether or not such party is employed by Customer. Any claims for damage or shortage in transit must be brought against the carrier.

7. Testing and Inspection

MayoTel will test and inspect all Products prior to shipment in accordance with its normal practices without special charge to Customer. MayoTel reserves the right to make an extra charge for other tests or inspections requested by Customer.

8. Licenses and Permits

Following shipment of Products by MayoTel to original Customer, all responsibility for obtaining re-export licenses or governmental permits rests with Customer.

9. Intellectual Property Rights

Unless otherwise specifically agreed to in writing by Customer and MayoTel, any and all drawings, designs, tooling, equipment, procedures, data, engineering changes, inventions, trade secrets, copyrights, mask works, source code, object code, patents, patent applications, know-how, trademarks, specifications and all other information, technical or otherwise which was developed, made or supplied by MayoTel in the production of any Product sold, rendered or licensed hereunder shall be and remain the sole property of MayoTel. Customer agrees not to reverse engineer any Product purchased hereunder.

10. Proprietary Rights Indemnification

Customer shall defend and hold MayoTel harmless against any expenses or losses from infringement of patents, trademarks, or other industrial property rights arising from manufacture by MayoTel of Product according to Customer's design, specifications or instructions.

11. Changes to Product

MayoTel reserves the right to reject any change to Product requested by Customer or require an equitable adjustment in the event Customer and MayoTel agree to any requested changes with respect to drawings, designs, or specifications.

12. Subcontracting

MayoTel reserves the right to subcontract the furnishings of any Product requested by Customer's Purchase Order or any portion thereof.

13. Waiver

Any waiver of the terms and conditions hereof, or any waiver of any breach hereof by Customer, either directly by MayoTel or by operation of law or in equity, shall not be deemed to be a waiver of any subsequent failure or strict compliance with the performance of each and every item of this agreement.

14. Warranty

A. MayoTel standard warranty
MayoTel warrants to Customer that Product sold hereunder is free from defects in material and workmanship under normal use and service, subject to exceptions stated herein. Product purchased is warranted for the time period set forth in Section E below, commencing from the date of shipment to the original Customer. Notwithstanding the forgoing, Product MayoTel acquires from or through a third-party manufacturer or distributor and resells to Customer as the original customer will carry the manufacturer's pass-through warranty, if any, in accordance with Section D below.

B. Warranty claim procedure
If any Product purchased from MayoTel is defective under the above warranty, Customer must so notify a MayoTel inside sales representative and return Product pursuant to MayoTel's Return Authorization guidelines as stated in Section 16 below. MayoTel shall repair or replace the defective Product at its sole option and discretion, and return the repaired or replacement Product to Customer's site, freight prepaid. Since MayoTel's shipping responsibility ceases upon delivery of Product in good order to a carrier, any claims for damage or shortage in transit must be brought against the carrier.

C. Limitations of warranty
CORRECTION OF DEFECTS BY REPAIR OR REPLACEMENT SHALL CONSTITUTE THE EXCLUSIVE SOLE REMEDY FOR A BREACH OF THIS LIMITED WARRANTY, AND MAYOTEL WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR PERSONAL INJURY OR FOR LOSSES, DAMAGES, OR EXPENSES DIRECTLY OR INDIRECTLY RESULTING FROM THE USE OF PRODUCT.

MayoTel assumes no warranty liability with respect to defects in Product caused by:

Customer's modification of Product, except as described in MayoTel's instruction manual, if applicable.

Customer's attempt to repair Product beyond the removal of plug-in printed circuit boards, switch lamps, or fuses.

Customer's negligent, accidental, or other improper use of Product.

Customer's installation, operation, or maintenance of Product other than in a manner described in the instruction manual, if applicable.

Customer's combination of MayoTel Product with product(s) not supplied by MayoTel.

D. Additional warranty provisions
MayoTel makes no warranty with respect to lamps furnished as part of any test system. MayoTel's warranty for equipment purchased by MayoTel from a third-party manufacturer or its distributors and sold to Customer individually or as part of a MayoTel system shall be limited to those warranties, if any, offered by the equipment manufacturer on a pass-through basis to Customer. MayoTel does not assume any warranty liability for any items purchased by Customer from a third party which are drop shipped to MayoTel for factory installation and wiring. Any repairs made by MayoTel after the warranty period are warranted for ninety (90) days from the date of repair or date of return shipment to Customer, whichever is applicable.

E. Warranty period
Warranty periods for MayoTel Product are dependent upon the Product's general product classification. The general product classifications and related warranty periods are as follows:

• Fiber optic panels, frames and bays: Five (5) years
• Fiber optic cable products and components: Two (2) years
• DSX-1 passive interconnect products and panels, except RJ products: Lifetime (lifetime being deemed to be twenty (10) years)
• DSX-3 passive interconnect products: Lifetime (lifetime being deemed to be twenty (10) years)
• RJ interconnection jacks within DSX-1 Products: Five (5) years
• Terminal blocks: Five (5) years
• Multiplexers, media converters and other active products: One (1) year
• Copper cable telco products: Five (5) years
• Power protection panels and bays: Five (5) years
• Power systems: Five (5) years
• Cable management products: Five (5) years
• Relay racks, bays and frames, and equipment racks: Five (5) years
• Enclosures: Five (5) years
• Hardware and accessories: One (1) year
• Network engineering services and systems integration services: One (1) year
• Refurbished products: One-half (1/2) the warranty period for new product of same type
• All other products (including custom-designed products and expendable items such as patch cords, LEDs, hole plugs, lamp caps, circuit guards and designated strip cords): One (1) year

THE ABOVE WARRANTY SUPERSEDES AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS OR LIABILITIES OF MAYOTEL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No agent, distributor, or other party is authorized to make any warranties on behalf of MayoTel or to assume for MayoTel any other liability in connection with any MayoTel Product.

15. Return Authorization Guidelines

• Claims for non-conforming orders will not be considered unless made in writing to MayoTel within ten (10) days after Customer's receipt of Product.
• No Product may be returned without a MayoTel-assigned Return Authorization number ("RA number"), obtained by contacting a MayoTel inside sales representative regarding non-defective products or MayoTel's quality call center regarding defective products.
• All packages and correspondence MUST be marked with the RA number. Any packages received without a visible RA number may be rejected.
• Products are to be returned within thirty (30) days of issuance of an RA number unless otherwise agreed in writing between the parties.
• Products should be returned in original containers whenever possible. Customer is responsible for providing adequate packaging, including ESD protection where applicable.
• Product purchased through a reseller or distributor must be returned through that reseller or distributor, unless otherwise requested or approved by MayoTel by prior written notice.

16. Product Returns

A. Defective Product returns under warranty:

Defective Product shall be repaired or replaced at MayoTel's sole option and discretion.

Defective Product resulting in an out-of-service situation will be repaired or replaced at the discretion of MayoTel, as follows:

• If available in MayoTel's stock, replacement Product will be sent to Customer within two (2) business days. In the event that MayoTel does not receive the defective Product from Customer within fourteen (14) calendar days of shipment of the replacement Product, or Customer has not provided MayoTel with a valid reason for the delayed return, MayoTel shall invoice Customer for the replacement Product at the current list price. Such invoice shall be due and payable to MayoTel within thirty (30) days of the invoice date.
• In the event replacement product is unavailable, MayoTel will use best efforts to repair the returned defective Product and ship it back to Customer.

Freight charges to return defective Product to MayoTel will be either collect, FCA or credited back to Customer, at MayoTel's discretion and direction to Customer. Repaired or replaced Product shall be returned to the customer's site, freight prepaid by MayoTel.

For quality control purposes, MayoTel, or its authorized or designated representative, reserves the right to inspect the claimed defective Product to confirm the existence of a defect. Customer agrees to cooperate with MayoTel by providing additional and reasonable information regarding the defective Product, if requested by MayoTel.

B. Non-defective Product returns:

Non-defective Product may be eligible for return, at MayoTel's discretion, provided:

• it was purchased within the past six (6) months; and
• it is in new condition (has not been installed or used in any way).
• it is in unopened packaging if it is and active Product.

A minimum 25% restocking fee is applicable to all non-defective Product returns.

Freight charges to return non-defective, customer-damaged, or freight-damaged Product to MayoTel shall be prepaid by Customer.

Credit for returned non-defective Product, less the restocking fee, will be issued once the Product is received at the MayoTel designated facility and all conditions of these Return Authorization guidelines or contract terms, if any, are satisfied.

C. Defective Product returns out-of-warranty:

Out-of-warranty Product returned for repair are subject to MayoTel's repair service procedures and current rates, available from the MayoTel inside sales representative.

Freight charges for out-of-warranty Product returns to and from MayoTel shall be paid by Customer.

17. Software Licenses

MayoTel licenses to Customer, and Customer may sub-license, software only in accordance with the terms of MayoTel's software licenses when included with a Product sale.

18. Force Majeure

MayoTel shall not be liable for any default or delay attributable to any cause, circumstance, or contingency beyond its control or the control of its suppliers or manufacturers, which prevents or impedes manufacture, supply, or delivery by MayoTel. Such causes, circumstances, and contingencies shall include, but not be limited to: acts of God; governmental acts, decrees or restrictions; accidents; wars, riots, or civil commotion; fire; strikes, lockouts, or other labor problems; restraints affecting shipment or credit; non arrival or delay of carriers; inadequate or reduced supply or excessive cost of suitable raw materials, transportation or production facilities; and any other causes, circumstances, or contingencies affecting MayoTel, its suppliers, or manufacturers as to manufacture, supply, or delivery. In the event of such default or delay, the date for shipment shall be extended correspondingly. MayoTel may make delivery on an equitable basis with reference to all its Customers. No orders may be cancelled unless acceptable to MayoTel. If payment is to be made by letter of credit and if the letter of credit should expire prior to the date of completion of the products, Customer shall extend the letter of credit promptly on terms acceptable to MayoTel, or shall otherwise assure full and prompt payment in a manner acceptable to MayoTel.

19. Confidential Information

Customer will not disclose to any person or entity any MayoTel information or data in tangible form and identified by the marking, labelling or designating in writing as confidential, or, if oral, is identified as confidential at the time of disclosure or by the context in which it was received ("Confidential Information"). Customer shall treat Confidential Information as confidential, prohibit recopying, and will use such Confidential Information only in connection with fulfilling its obligations under Customer's Purchase Order. Customer will return all Confidential Information to MayoTel upon completion of such obligations for its use, or upon the request of MayoTel. Customer acknowledges that disclosure or use of Confidential Information in violation of this clause could cause irreparable harm to MayoTel for which monetary damages may be difficult to ascertain or be an inadequate remedy. Customer therefore agrees that MayoTel will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this clause. The obligations herein will expressly survive the final payment of any or all Customer Purchase Orders.

20. Contract

There are no representatives, agreements, warranties, conditions, or obligations expressed or implied, relating to the subject matter of this sale except as set forth herein and in any written contract between Customer and MayoTel.

21. Governing Law and Place of Jurisdiction

The construction, validity, and performance of these terms and conditions of sale between MayoTel and Customer shall be governed by the laws of the Republic of Ireland, without reference to its choice of law rules. MayoTel and Customer expressly submit and consent to the jurisdiction and venue of the Republic of Ireland, for the trial of any lawsuit arising out of the contract for sale. Any action for the breach of the contract for sale must be commenced within one (1) year after the cause of action has accrued.

SALES OUTSIDE OF THE REPUBLIC OF IRELAND
For sales outside of the Republic of Ireland, the following terms and conditions shall apply to the sales of Products, in addition to all other terms and conditions of sale herein.

22. Governing Law

The construction, validity, and performance of these terms and conditions of sale between MayoTel and Customer shall be governed by the laws of the Republic of Ireland, without reference to its choice of law rules and excluding the United Nations Convention of the International Sale of Goods. MayoTel and Customer expressly submit and consent to the jurisdiction and venue of the Republic of Ireland for the trial of any lawsuit arising out of the contact for sale. Any action for the breach of the contact for sale must be commenced within one (1) year after the cause of action has accrued.

23. Governing Language

The parties hereby confirm that they have agreed that all written documents between them shall be prepared in the English language only and such language shall be the governing language.

24. Dispute Resolution

A. The parties desire to resolve certain disputes, controversies and claims arising out of this international contract for sale without litigation in the courts. Accordingly, except in the case of (i) a dispute, controversy or claim relating to a breach or alleged breach on the part of either party of the intellectual property, trade secret or other proprietary rights of the other party or (ii) a suit, action or proceeding to compel either party to comply with the dispute resolution procedures set forth in this section, the parties agree to use the following alternative procedure as their sole remedy with respect to any dispute, controversy or claim arising out of or relating to this contract for sale or its breach. The term "Arbitrable Dispute" means any dispute, controversy or claim arising from, related to or in connection with these terms and conditions, except where court action has been reserved, as provided above. Where court action has been reserved, the parties irrevocably consent to the jurisdiction of the Republic of Ireland, and hereby appoint their respective Chief Executive Officers as agent for service of process by mail and waive the provisions of all international conventions on service of process (or other applicable service of process laws).

B. At the written request of a party, each party shall appoint a knowledgeable, responsible business representative to meet and negotiate in good faith in English to resolve any Arbitrable Dispute arising under these terms and conditions of sale. If the negotiations do not resolve the Arbitrable Dispute within thirty (30) days of the initial written request, the Arbitrable Dispute shall be submitted to binding arbitration by a single arbitrator agreed upon by the parties or, in the event the parties cannot agree on a single arbitrator, by a panel of three (3) arbitrators, with each party designating an arbitrator of their choice and the two so chosen selecting the third arbitrator. The arbitration and/or any pre-trial hearings allowed by the arbitrator(s) shall commence within sixty (60) days of the demand for arbitration. The arbitration shall be held in Dublin, Republic of Ireland, if initiated by Customer, and Dublin, Republic of Ireland, if initiated by MayoTel. In no event shall the arbitrator(s) have the authority to make any award that provides for consequential, incidental, punitive or exemplary damages. The arbitrator(s) shall render a final opinion and award setting forth findings of fact and conclusions of law upon which such opinion and award are based, and the award shall be final on both parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the property or person of the losing party. Each party shall bear its own cost of these procedures, but the prevailing party shall be entitled to an award of its attorney fees and costs, including the costs of expert witnesses and translators, in addition to any other award.

25. Export Restrictions

A. MayoTel shall obtain all licenses, permits and approvals required by any Republic of Ireland law or regulation with respect to the export of Product to Customer under this contract for sale. MayoTel and Customer shall comply with all applicable Republic of Ireland export control laws and regulations  Customer shall not transmit, directly or indirectly, Product or any MayoTel technical data (whether or not such technical data has been identified by MayoTel as Confidential Information), outside of the Republic of Ireland or to a person who is not an Irish citizen or permanent resident of the Republic of Ireland, without prior written authorization by the Irish Government if such authorization is required.

B. Customer expressly assumes responsibility for determining the need for and obtaining import licenses, currency exchange approvals and any other governmental approvals that may be necessary to permit the sale, purchase and payment for Product ordered by Customer and imported into any country pursuant to this contract for sale.