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These terms and conditions (Agreement) are entered into by and between Superb Internet Corp. (Superb) and the seller of the goods for which Superb has issued a purchase order (Seller). Upon acceptance of Superb’s purchase order Seller shall be bound by the provisions of this Agreement. This Agreement incorporates all of the terms and conditions set out on the face of the purchase order. Seller is bound by this Agreement regardless of whether he has signed a written acknowledgement of this Agreement. The only method in which the terms of this Agreement may be changed is by a written agreement between Superb and Seller which identifies by paragraph number the term to be changed. Seller’s proposed changes to this Agreement and/or any counter offers, are expressly rejected, unless physically signed by Superb.

Superb has disclosed to Seller the purposes for which the goods will be used. Superb is relying on Seller to furnish and deliver these goods, and that they shall be suitable for the purposes disclosed to Seller.

Time is of the essence. Seller shall deliver the Goods to the place, according to the schedule and using the carrier set out on the purchase order. If no schedule is set out, Seller shall fill the order promptly. If no carrier is set out, Seller shall use the least expensive carrier. If Seller fails to deliver the Goods within the time set out on the purchase order, Superb may, at its option, decline to accept the goods and terminate the Agreement. Seller shall package all items in suitable packaging to permit safe shipping, handling and delivery. All packaging must identify that it originated from the Seller.

Superb may terminate this Agreement, on written notice to Seller, if Seller fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, Superb shall pay Seller for the portion of conforming goods actually delivered, less any costs incurred, or to be incurred, by Superb as a result of Seller’s failure to perform.

Seller assumes all risk of loss and damage until receipt by Superb. Title to the goods shall pass to Superb upon receipt by it of the goods at the designated destination, undamaged, in good working order, and acknowledgment of that receipt by Superb with the carrier. Should Seller choose not to require the carrier to procure Superb’s receipt, risk of loss and title shall pass to Superb when the goods are under Superb’s control and are in a secure facility controlled by Superb, and have been inspected and verified by Superb to be undamaged and in good working order. Destruction or damage of the goods entitles Superb to terminate this Agreement and the purchase order without notice.

As full consideration for delivery of the goods, and assignment of rights to Superb as set out in this Agreement, Superb shall pay Seller the amount set out on the face of the purchase order. This amount shall be paid according to the terms set out on the purchase order. Should the purchase order not contain payment terms, payment shall be made within 60 days of the date on which title passes to Superb. Payment shall be in U.S. dollars, and shall be made upon Superb’s mailing of payment. Superb shall only pay Seller the amount set out on the purchase order. Taxes, assessments, duties, shipping costs, tariffs and other similar items must be set out on the purchase order or they will not be paid.

Under no circumstances shall Superb be required to pay interest, surcharges or other assessments imposed by Seller, or passed through by him. Superb shall have the right to set off amounts owed to Superb by Seller against amounts Superb owes Seller. Seller shall not attempt to create a security interest in the goods. Any attempt by Seller to do so is rejected by Superb.

Seller shall furnish to Superb Seller’s standard warranty and service guaranty applicable to the goods, unless otherwise stated in the Purchase Order. These warranties and guaranties shall run from Superb to its customers. These shall be in addition to any warranties and guaranties set out on the purchase order. Further, Seller warrants, unless otherwise set out on the purchase order: that Seller has sole and exclusive title to the goods, and that such title is transferable; that all goods provided will be new and will not be used or refurbished; and that all goods shall be free from defects in materials and workmanship and shall conform to all specifications applicable to Seller’s industry for a period of 24 months from the date of Superb’s receipt, or for the period provided in Seller’s standard warranty, whichever is greater. Warranties shall be considered together, and shall not be considered to be exclusive. Seller shall pay, or reimburse, Superb for all shipping costs associated with a warranty claim.

Superb rejects any attempt by Seller to limit is liability by disclaiming any theory or grounds for that liability. Superb’s liability to Seller, for any reason, is limited to the total amount set out on the purchase order, or $50,000, whichever is less. All claims brought by, or through Seller, against Superb, must be made within 1 year of delivery. Superb retains, and may assert any and all rights and claims available to it at any time, consistent with the statute of limitations of the law governing this Agreement.

Seller shall indemnify and hold Superb, its customers, and their respective owners, shareholders, directors, officers employees and agents, harmless from, and at its own expense agrees to defend, or at its option to settle, any claim, suit or proceeding brought or threatened against Superb of any nature arising out of, or relating to, in whole or in part, the goods covered by this Agreement. Superb shall have the right to participate in the defense of the claim at Superb’s expense. However, regardless of Superb’s participation, Seller shall make no admission or settlement that adversely affects Superb’s interests. Only if Superb furnishes specifications to Seller, and Seller expressly informs Superb that satisfying those specifications will infringe another entity’s intellectual property interest, shall any claim be excluded from this indemnity.

If Seller breaches this Agreement, Superb shall have all remedies available by law and at equity. Seller’s sole remedy in the event of breach of this Agreement by Superb shall be the total amount set out in the purchase order, or $50,000, whichever is less.

This Agreement shall be interpreted and the rights and liabilities of the parties hereto shall be determined in accordance with the internal laws (as opposed to the conflicts of law provisions) and decisions of the Commonwealth of Virginia. Seller hereby consents to the jurisdiction of the courts of or in the Commonwealth of Virginia, in connection with any dispute, controversy, collection action or other matter relating to or arising out of this Agreement. All disputes shall be brought within the County of Fairfax, or before the U.S. District Court for the Eastern District of Virginia. Upon judicial resolution of any dispute, the prevailing party shall be entitled to recover its reasonable attorneys fees and expenses, which shall be no less than the those actually paid by the prevailing party prior to final judicial resolution.

If any provision of this Agreement is deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired as a result.

Both Superb and Seller are free to do business, either purchasing goods, on the one hand, or selling goods, on the other, with any other entity.

This Agreement, along with the purchase order, represents the entire agreement between the parties. If Superb and Seller have entered into another written agreement that has been signed by both, the terms of that agreement shall supercede this Agreement to the extent that specific provisions conflict. To the extent that the agreements do not conflict, they shall be read together.

Any obligations and duties, which by their nature would extend beyond the expiration or termination of this Agreement shall survive it.