Terms & Conditions

The following standard terms and conditions apply to all sales of hardware, software and/or accessories (collectively "Products") by Panache Digilife Limited (PDL) to its customer ("Customer"), except as provided below or as may be set forth in a separate written agreement signed by PDL and Customer. The issuance of a purchase order to PDL constitutes the customer's acceptance of the following terms and conditions. PDL and Customer, intending to be legally bound, agree as follows.

SECTION 1 : ENTIRE AGREEMENT

These terms and conditions (referred to herein as the "Agreement") constitute the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter (including without limitation any prior. Standard Terms and Conditions. Published by PDL). Any term or condition in any order, confirmation or other document furnished by Customer at any time, which is in any way inconsistent with or in addition to the terms and conditions set forth in this Agreement is hereby expressly rejected, and PDL's acceptance of any offer or order of Customer is expressly made in reliance on Customer's assent to all terms and conditions hereof.

SECTION 2 : PURCHASE OF PRODUCTS

A. PRICES

The prices applicable to the Products and/or Specific Services shall be quoted by PDL to Customer. Such prices quoted by PDL do not include any excise, sales, octroi or other taxes, and therefore are subject to increase in the amount of any applicable taxes that PDL may be required to collect or pay upon the sale or delivery of the Products. In addition, such prices quoted by PDL for Products do not automatically include any Services. Quotes for Products and/or Service do not include charges for Shipping, Handling, Customs Fees and/or Insurance, all of which will be invoiced to and paid by Customer as per the payment terms for said Customer.

B. PURCHASE ORDER PROCESS :

Customer shall place orders for Products to be purchased hereunder by submitting one or more written purchase orders to PDL during the term of this agreement. Each such purchase order shall state the full PDL item number, the description of said item(s), quantity of item(s), billing address and shipping address, shipping method, insurance (if required), and requested delivery date. Terms and Conditions submitted by the Customer shall not be binding on PDL without express written approval by PDL, or otherwise contracted between both PDL and Customer. In addition, the delivery of Products pursuant to any purchase order submitted by Customer shall not be binding on PDL unless agreed upon in writing by PDL.

C. STANDARD PRODUCTS : Unless specifically set forth by PDL in writing

i) All products shall be PDL's standard, off-the-shelf items, and no special customized version of any Product shall be provided by PDL;

ii) PDL shall have no obligation to ensure that the Products operate in conjunction with Customer's equipment, software or other products or systems, and Customer shall be responsible for all costs it incurs in connection with any modifications it elects to make to its own equipment, software or other products or systems.

D. RELATED SERVICES :

The parties may agree that PDL will provide to Customer from time to time, certain services relating to Customer's purchase of the Products, including but not limited to deployment of services and maintenance and support services. The parties agree that, in the absence of a separate written agreement covering such services, such services shall be covered by the provisions of this Agreement, including but not limited to Sections 6, 7 and 10 below, and that Customer shall be separately invoiced for all such services in accordance with Section 4 below at PDL's then current rates for such services.

SECTION 3 : CERTAIN OBLIGATIONS OF CUSTOMER

The provisions of this Section 3 shall apply if Customer intends to resell the Products. As used in this Agreement, the term "resell", and similar terms, shall include any resale, lease or other transfer or delivery of the Products.

A. RESALE OF PRODUCTS ONLY TO PERMITTED PURCHASERS:
Customer shall resell the Products only to the following persons and entities (referred to herein collectively as "Permitted Purchasers"):

i)   Any end user of the Products (which shall mean any person or entity that uses the Products in the conduct of its business of selling goods or providing services to the general public and does not resell the Products to any third party), provided that such end user is in the market for which PDL has provided Product pricing to Customer; and;

ii)  Any other person or entity with respect to which PDL has given its prior express written approval. If Customer resells Products to any person or entity other than a Permitted Purchaser, then (in addition to any other remedies available to PDL), PDL may invoice Customer, and Customer shall pay to PDL within thirty (30) days after the date of any such invoice, an amount equal to the difference between. a.The total sum actually charged to the Customer for the Products resold to any person or entity other than a Permitted Purchaser and

b.  The total sum which would have been charged to Customer for such Products if such Products had been sold to Customer at PDL's standard end-user prices (list prices) then in effect for such Products.


B. PROVISION FOR RESALE :

PDL, at its option, may provide Customer with Associated Product Materials ("APM"), to be included with the Products when such Products are resold by Customer. Customer agrees to distribute the Associated Product Materials provided with each product of PDL that includes software created by or licensed by PDL and further agrees that it shall contractually bind resellers, to whom any product of PDL containing such software is sold, to distribute such APM. APM shall include, without limitation, any Certificate of Authenticity, the Desktop Software, the End User License Agreement, and such other materials as PDL may designate from time to time. Desktop Software shall mean software provided by PDL or any PDL supplier, whether on a CD-ROM disk or otherwise, that (i) complements and is part of the Device, and (ii) if installed on an electronic device (i.e. personal computer, cell phone, pda, etc.), enables data exchange between the Device and the personal computer. Customer agrees that all such documentation shall be for the benefit of PDL and shall be enforceable directly by PDL (in PDL's name or on behalf of Customer).

C. COMPLIANCE WITH LAWS AND OTHER STANDARDS :
Customer is responsible for compliance with all import and export control laws and regulations. Customer will obtain import, export, re-export approvals, permits and licenses required for goods, transfers, services and technical data delivered and will retain documentation to support compliance with those laws and regulations. PDL will not be liable to Customer for any failure to provide goods, services, transfers or technical data as a result of government actions that impact PDL's ability to perform, including:

i) The failure to provide or the cancellation of export or re-export licenses;

ii) Any subsequent interpretation of applicable import, transfer or export law or regulation after the date of any order or commitment that has a material adverse effect on PDL's performance; or

iii) Delays due to Customer's failure to follow applicable import, export, transfer, or re-export laws and regulations. Customer shall not sell, transfer, export or re-export any PDL goods, services or technical data for use in activities that involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use PDL's goods, services or technical data in any facility which engages in activities relating to such weapons or missiles.In addition, PDL's goods, services or technical data may not be used in connection with any activity involving nuclear fission or fusion, or any use or handling of any nuclear material until Customer, at no expense to PDL, has insurance coverage, indemnities, and waivers of liability, recourse and subrogation, acceptable to PDL and adequate in PDL's opinion to protect PDL against any type of liability.

D.INCORPORATION OF MICROSOFT PRODUCT :

Customer understands that some of the Products incorporate Microsoft products pursuant to a separate license agreement between PDL and Microsoft.Customer shall not market and shall not quote a separate price for the Microsoft and/or PDL's binaries contained in the Products.

SECTION 4 : TERMS OF PAYMENT

PDL shall be entitled to invoice Customer at the time of each shipment of Products to Customer. Payment terms for all invoiced amounts shall bedetermined prior to any shipments being made to saidCustomer, whether it may be pre-pay (by check, certified bank check, credit card), or under net terms as approved by PDL. Customer shall make allpayments due to PDL without regard to whether Customer has made or may make any inspection of the Products delivered to Customer. Any invoiced amount which is not paid when due shall bear a late fee at the rate ofeighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less. If Customer fails to pay any invoicedamount when due, or if for any other reason PDL is not satisfied with the credit-worthiness of Customer, PDL shall be entitled to withhold shipments (and the provision of any services) until Customer reestablishes its credit to PDL's satisfaction. Customer will not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from PDL.