STANDARD PURCHASE ORDER TERMS AND CONDITIONS

  1. ACCEPTANCE AND COMPLETE AGREEMENT. These Terms and Conditions apply to the entire agreement (the “Agreement” or “Terms and Conditions”) of Troxell Communications, Inc. (dba Bluum), together with its affiliates Troxell Communications, Inc., CDI Computers (US) Corp., CDI Computer Dealers Inc., CDI Dallas LLC, Integrated AV Systems, LLC, LifeSpan International, Inc., Tierney Brothers, LLC (collectively, “we”, “us” or “our”). This purchase order is Buyer’s offer to Seller and is not an acceptance by Buyer of any offer to sell by Seller or of any terms and conditions contained in any such offer. Acceptance of this offer by Seller may be made by (a) executing and returning an acknowledgement copy of this purchase order, or (b) delivering any of the goods ordered herein or (c) rendering any of the services ordered herein. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by Buyer. This purchase order is a complete and exclusive statement of the terms and conditions of the agreement between Seller and Buyer.

  2. CANCELLATION. Time is of the essence in this purchase order. Buyer may cancel this purchase order, or any portion of this purchase order, without liability, if: (a) delivery is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (c) Seller ceases to conduct its operation in the normal course of business; (d) Seller is unable to meet its obligations as they mature;(e) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; for (g) any assignment is made by Seller for the benefit of creditors. Buyer also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code then in effect in the state where Buyer has issued this purchase order.

  3. INVOICE AND PAYMENT. A separate invoice shall be issued for each shipment. Unless otherwise specified on this purchase order, no invoice shall be issued prior to shipment of the goods and no payment shall be made prior to receipt of both the goods and a correct invoice. Applicable discount periods shall be computed from the date of receipt of the goods and a correct invoice to the date Buyer’s check is mailed. Unless freight and other charges are itemized, discount shall be taken on the full amount of invoice.

  4. INDEMNITY AND INSURANCE.(a) Patent Indemnity. Seller, at its expense, shall protect, defend and indemnify Buyer, Buyer’s customers, and the users of Buyer’s goods against all claims and proceedings alleging infringement of any United States or foreign patent by any goods delivered under this purchase order, and Seller shall hold them harmless from any resulting liability and losses, provided Seller is reasonably notified of such claims and proceedings. Seller’s obligation shall not apply to goods manufactured pursuant to detailed designs furnished by Buyer nor to any infringement arising from the use or sale of goods in combination with goods not delivered by Seller if such infringement would not have occurred from the use or sale of such goods solely for the purpose for which they were designed or sold to Buyer.

  5. (b) General Indemnity. Seller, at its expense, shall indemnify Buyer and save Buyer harmless from any and all liability, demands, causes of action or claims, whether well founded or otherwise, including the cost of defending the same, for breach of warranty (provided that Buyer makes no express or implied warranties of goods greater in scope than the warranties made by Seller in this purchase order) and for bodily injury to any person or damage to property, either real or personal, of any person whomsoever in any way arising out of, in the course of, or in connection with the goods or services purchase hereunder or the operations of the Seller in carrying out the provisions and terms of this Agreement.

  6. (c) Insurance. Seller shall maintain such public liability insurance, including products liability, completed operations, contractors liability and protective liability, automobile liability insurance (including non-owned automobile liability) and Workmen’s Compensation, and employer’s liability insurance as will adequately protect Buyer against such damage, liabilities, claims, losses and expenses (including attorney’s fees) as are described in this paragraph 4. Seller agrees to submit certificates of insurance evidencing its insurance coverage when requested by Buyer.

  7. INSPECTION AND REJECTION. All goods are subject to final inspection and acceptance by Buyer at delivery destination notwithstanding any payment or prior inspection at source. Such inspection will be made within a reasonable time after receipt of goods.

  8. Buyer shall notify Seller if any goods delivered hereunder are rejected, and at Buyer’s election and Seller’s risk and expense, such goods shall be held by Buyer or returned to Seller. No replacement or correction of nonconforming goods shall be made by Seller unless agreed to in writing by Buyer. Buyer shall also have all rights and remedies available under law or equity with respect to non-conforming or rejected goods and with respect to Seller’s breaches of these terms and conditions.

  9. CHANGES AND DISCREPANCIES. Any discrepancies, omissions or lack of clarity in drawings, specifications, or purchase orders must be referred to the Buyer for written interpretation before this purchase order is processed. Buyer shall have the right at any time before completion of the purchase order to make changes in quantities, in drawings and specifications, in delivery schedules, and in methods of shipment and packaging. If such changes cause an increase or decrease in price or in the time required for performance, Seller shall promptly notify Buyer thereof in writing and equitable adjustment shall be made. Changes shall not be binding upon Buyer unless evidenced by a purchase order change notice and signed by Buyer.

  10. WARRANTY. Seller expressly warrants that all goods and services ordered, or provided hereunder, will conform in all respects to the specification, drawings, samples and other descriptions (both oral and written and whether set forth in sales or marketing media or otherwise) and will be merchantable and free from any defects in material, design or workmanship. If Buyer has furnished performance requirements for the goods purchased hereunder, Seller further warrants that such goods shall be fit and sufficient for the purposes for which Buyer intends them. Seller also warrants that the goods provided under this purchase order shall be free and clear of any lien or other adverse claim against title. This purchase order is based upon both the express and implied warranties contained herein and such warranties form a part of the basis of the bargain for the Buyer. No warranty of any kind, whether express or implied, arising under law, equity or course of dealing is disclaimed by Seller or waived by Buyer, and all such warranties are hereby reserved. In addition to any other remedies Buyer may have, Buyer may reject goods not conforming to the foregoing warranties, whether or not such goods shall have been previously accepted by Buyer or any prior payments shall have been made thereon. Seller further warrants that no law, rule, regulation, ordinance or Executive Order of the United States, as state or local government, or any other government or any other governmental agency has been violated in the manufacture, transportation, delivery or sale of the goods or the performance of the services covered by this purchase order. Seller agrees that the foregoing warranties shall survive delivery, acceptance, inspection, test, use of, and payment for the goods, materials or services provided hereunder and shall inure to the benefit of Buyer and its customers.

  11. CONFIDENTIAL INFORMATION. Seller shall keep confidential all information, drawings, specifications, or data furnished by Buyer, whether such information is transmitted in written form, orally, or electronic form, where such information is transmitted by Buyer through its employees, agents, contractors, customers or other third parties at the request of Buyer, or prepared by Seller specifically, in connection with this purchase order.

  12. LIMITATIONS OF BUYER’S LIABILITY; STATUTE OF LIMITATIONS. IN NO EVENT SHALL BUYER BE LIABLE FOR ANTICIPATED PROFITS OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. BUYER’S LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THIS CONTRACT, OR FROM THE PERFORMANCE OF BREACH HEREOF, SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE GOODS OR SERVICES OR UNIT THEREOF WHICH GIVES RISE TO THE CLAIM. BUYER SHALL NOT BE LIABLE FOR PENALTIES OF ANY DESCRIPTION. ANY ACTION RESULTING FROM THE BREACH ON THE PART OF BUYER AS TO THE GOODS OR SERVICES DELIVERED HEREUNDER MUST BE COMMENCED WITHIN 1 YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

  13. CHOICE OF LAW. This purchase order shall be governed exclusively by the laws of the State of Wisconsin without regard to principles of conflict of laws. Seller agrees that any claims or causes of action which relate to or arise out of this purchase order shall be instituted and litigated only in, and Seller voluntarily submits to the exclusive jurisdiction by a court of competent jurisdiction located within the State of Wisconsin.

  14. ATTORNEYS’ FEES. Seller shall pay all expenses, charges, costs and fees incurred by Buyer in enforcing any of these terms and conditions, including, without limitation, Buyer’s attorneys’ fees, regardless of whether litigation is commenced or pursued.

  15. ACKNOWLEDGMENT OF RESALE. Seller hereby acknowledges that Buyer is purchasing the goods with an intent to resell the goods, and is relying on these terms and conditions to do so.