Terms and Conditions of Sale

1. RISK OF LOSS. Unless otherwise specifically agreed to in writing by Ascend, all sales made hereunder shall be FOB Portland, OR and title to products priced FOB Portland Oregon shall pass to Buyer upon delivery to the carrier at such shipping point.
2. INSURANCE. Unless Buyer requests in writing and submits proof of insurance, Ascend shall insure all shipments for value and include such costs as may be incurred in its billing as an expense of Buyer.
3. PRICE. All prices are based on shipments made FOB Portland Oregon. Price quotations shall remain in effect for the period of time specified in the quotation. All prices are subject to change without notice and will be established at time of order acceptance by Ascend.
4. PAYMENT. Payment terms are net thirty (30) days unless otherwise specified. A one percent (1%) service charge will be added for every month or part of a month that the amount due remains unpaid after it is due.
5. SECURITY INTEREST. Ascend retains a purchase money security interest under the Uniform Commercial Code as enacted in the State of Oregon in the goods sold until payment in full has been made. In the event of default by Buyer under these terms and conditions, Ascend shall have the rights and remedies of a secured creditor under the Uniform Commercial Code. Buyer agrees to execute such financing statements and other documents as Ascend may request in order to perfect Ascend's security interest.
6. DELIVERY. Ascend shall use its best efforts to make deliveries in the quantities and at the times specified in this order. Unless Buyer specifies shipping instructions, shipment and delivery will be made by the carrier and in the manner designated by Ascend. Ascend shall not be liable for delays or defaults in deliveries due to causes beyond Ascend's control and without its fault or negligence.
7. WARRANTY. Ascend warrants that its products will be free from material defects and further warrants that such products will conform to the description and/or specified parameters set forth in the Ascend Specification Sheet.
   
   THE WARRANTIES SET FORTH HEREIN ARE EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, OR ANY OTHER OBLIGATION ON THE PART OF Ascend. NO DESCRIPTIONS OTHER THAN THOSE IN THIS DOCUMENT OR IN THE Ascend SPECIFICATION SHEET SHALL BE DEEMED A WARRANTY BY DESCRIPTION OR OTHERWISE HAVE ANY LEGAL EFFECT. IF EXAMPLES WERE EXHIBITED TO BUYER, SAME WERE FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHALL NOT BE DEEMED A WARRANTY BY SAMPLE OR MODEL OR OTHERWISE HAVE ANY LEGAL EFFECT.
   
   BUYER'S SOLE AND EXCLUSIVE REMEDY, AND Ascend'S SOLE LIABILITY, WITH RESPECT TO ANY BREACH OF WARRANTY, SHALL BE, AT Ascend'S OPTION, (A) REPAIR OR REPLACEMENT OF THE DEFECTIVE OR NONCONFORMING PRODUCT AS SET FORTH BELOW OR (B) REFUND OF BUYER'S PURCHASE PRICE FOR THE DEFECTIVE OR NONCONFORMING PRODUCT. Buyer shall promptly notify Ascend of any defective or nonconforming product. All defective or nonconforming product shall be returned to Ascend freight prepaid and insured by Buyer to Ascend and will be evaluated by the Ascend Quality Assurance department to determine the validity of the claim and to generate the necessary corrective action. All returned products must be accompanied by complete documentation, including an RMA and product discrepancy report. Liability is voided if returned parts are damaged by Buyer. Repaired or replaced products will be returned to Buyer, freight prepaid and insured by Ascend. Products not qualifying for warranty work will be returned at Buyer's risk and expense. Ascend may charge at its standard rates for any handling of such products.
8. LIABILITY. IN NO EVENT WILL ASCEND'S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) EXCEED THE PURCHASE COST OF THE PRODUCTS IN RESPECT TO WHICH SUCH CAUSE ARISES OR, AT THE OPTION OF ASCEND, THE REPLACEMENT OF SUCH PRODUCTS; IN NO EVENT SHALL ASCEND BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE.
9. TERMINATION. Ascend shall have the right to cancel purchase orders of Buyer in the event Buyer fails to comply with any payment obligation to Ascend. In the event Ascend shall have reasonable grounds to doubt, at any time, Buyer's financial responsibility to perform under this contract, Ascend shall demand in writing adequate assurances of performance from Buyer and shall, until such assurances are received from Buyer, suspend its performance under the contract. Upon receipt of a justified demand, as provided hereunder, Buyer's failure to provide adequate assurances of performance, acceptable to Ascend, within thirty (30) days of the receipt of such notice, shall be considered a repudiation of the contract. In the event of a breach by Buyer, Buyer shall only be entitled to the pricing at the level for the units delivered prior to termination and Ascend may pursue any other right or remedy which it may have for breach.
10. FORCE MAJEURE. Ascend shall not be liable to Buyer for any failure to comply with these terms and conditions due to causes beyond its control, including but not limited to, war (whether or not an actual declaration thereof is made), insurrection, sabotage, riot, or other acts of civil disobedience, acts of public enemy, epidemic, quarantine restriction, labor dispute, failure or delay in transportation, shortage of labor, fuel, raw material or machinery, accident, fire, explosion, flood or storm or other acts of God, or acts of the judiciary, government or any agency thereof (each, a "Force Majeure Event"). Notwithstanding anything herein to the contrary, a Force Majeure Event shall not relieve Buyer from any losses suffered by Ascend with respect to (a) products ordered by Buyer and which are already in transit to Buyer, and (b) products that are specifically fabricated and not readily saleable to others.
11. CHANGES. No change may be made to an existing order without the written approval by an authorized Ascend employee. Any approved change will list, if any, the amended cost and/or delivery considerations to be incurred by Buyer. The change shall be made once Buyer accepts in writing Ascend's approved change. Buyer shall not have grounds to cancel an existing order due to Ascend not accepting a change by Buyer. Any additional or different terms included on (or on the reverse of) any request for quotation, purchase order or other document of Buyer shall not be binding unless accepted by Ascend in a signed writing. Buyer's acceptance of any product shipped under (or packed with) these terms and conditions shall indicate Buyer's acceptance of these terms and conditions.
12. CANCELLATIONS. All orders are non-cancelable, non-reschedulable, and non-returnable to Ascend unless otherwise granted in writing by an authorized Ascend employee. Buyer shall be responsible for the full purchase price of any product that is completed, in transit, or in production.
13. MODIFICATIONS. Unless otherwise provided, and not withstanding Section 7 hereof, Ascend reserves the right to modify the specifications of products ordered by Buyer providing that the modifications do not materially affect the form, fit, or function of the products.
14. GOVERNING LAW. The terms of this agreement and all rights and obligations under it shall be governed by the laws of the State of Oregon without regard to conflict of law rules or principles which might refer to the law of another jurisdiction. Buyer agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the jurisdiction of the State of Oregon, Courts of Clackamas County Oregon, or the United States District Court at Portland, Oregon. The state and federal courts situated in Portland, Oregon will have non-exclusive jurisdiction and venue over any dispute or controversy that arises out of these terms and conditions.
15. SALES AND OTHER TAXES. The prices shown on the sales order do not include any taxes, import or export duties, tariffs, or custom charges. Buyer agrees to pay Ascend the amount of any federal, state, county, or municipal or other taxes, duties, tariffs, or custom charges levied by any jurisdiction, foreign or domestic, which Ascend is required to pay on account of the ownership at the place of installation or during transit of the material or equipment which is the subject of this contract, or an account of the transportation, sale, or use of the material or equipment.
16. GENERAL. (a) Any clause required to be included in a contract of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein. (b) No terms or conditions other than those stated herein, and no agreement or understanding, oral or written, in any way purports to modify these terms.