ATLANTIC TELECONNECT, INC,

GENERAL SUPPLIER TERMS AND CONDITIONS

Notwithstanding any other provision to the contrary, the following terms and conditions shall apply to any purchase of Goods and/or Services by ATLANTIC TELECONNECT, INC. (“ATI” or the “Company”), a Florida, corporation LLC, having a place of business at 2529 Commerce Pkwy, North Port, FL  34289 specified in a separate agreement or purchase order (collectively the “Agreement” or “Purchase Order”).  Any purchase order covering the purchase of Goods or Services shall be governed by these General Supplier Terms and Conditions and other written provisions mutually agreed upon, if any.  These general terms and Conditions shall apply to any supply of goods and/or services specified in a separate agreement or purchase order (agreement and/or purchase order and these general terms are together referred to as the “Agreement”) where reference is made to these General Terms, insofar as they are not amended by a purchase order or by a written agreement between the parties.  These general terms shall apply regardless of any provisions to the contrary that may appear on an order, invoice or other document issued by Supplier and prevail over other pre-printed terms or conditions contained in either party’s documentation or exchanged between the parties.   Reference to ATI in these general terms and conditions refers to any company within the ATI group of companies.

STANDARD TERMS AND CONDITIONS OF PURCHASE

1.       CONTRACT: Your acceptance of a purchase order from ATI, including by submission or return of an express acknowledgment thereof, submission of a response to an Request For Price (“RFP”) or Request For Quote (“RFQ”) (including, e.g. by fax, scan or through the any Company website) or delivery of the goods or service referenced therein (in each case, a “Purchase Order”) constitutes your agreement to follow and be bound by the current Terms and Conditions.  No purported change, modification or revision of a Purchase Order or any term therein (including goods, services, prices, delivery or payment terms, etc.) or in these Terms and Conditions shall be effective unless expressly agreed to in writing by ATI, and any failure of ATI to specifically reject (in writing) any conflicting term(s) purporting to modify a Purchase Order or any term therein or herein shall not constitute acceptance thereto by ATI.  Acceptance of a Purchase Order by Supplier affects a contract between Supplier and ATI.

2.       PRICES: Except as otherwise specified in a writing signed by ATI, prices for all goods and services shall be as specified in a Purchase Order.  Supplier warrants that the prices for all goods and services sold to ATI are no less favorable than those then extended to any other party for the same or like goods or services.  In the event Supplier establishes or offers a lower price for the sale of such goods or services to any other party, from the date of acceptance of a Purchase Order to the date the invoice for such similar product is sent to ATI, Supplier agrees to reduce such price(s) to ATI to a price no less favorable.

3.       EXTRA CHARGES: Except as specified in a Purchase Order, no additional charges of any kind, including charges for packing, cartage, taxes, import or export duties, excises, or other extras, will be allowed or payable by ATI unless specifically agreed to in writing in advance by ATI.

4.       SUB-CONTRACTORS: Upon request of ATI, Supplier will identify all sub-contractors providing goods or services in connection with Supplier’s prior or prospective fulfillment of a Purchase Order; provided further that Supplier will engage any sub-contractor(s) designated by ATI.

5.       ACCESS TO FACILITIES: Supplier shall grant ATI reasonable access to Supplier’s facilities and records (and, as applicable, to facilities and records of Supplier’s sub-contractors) to representatives of ATI, as well as government and/or regulatory agencies, for purposes of assessing Supplier’s compliance with all relevant legal, regulatory and contractual requirements, including those specified in a Purchase Order.

6.       TAXES: Supplier’s prices shall exclude any federal, state and local sales, use or excise taxes levied upon or measured by the sale, the sale price or use of goods or services provided by Supplier hereunder.  All such taxes, which are lawfully applicable and are to be paid by ATI, shall be listed separately on Supplier’s invoice(s).  Tax exemption certificates or other evidence of exemption, furnished by ATI, shall be accepted by Supplier in lieu of ATI’s payment of such taxes.

7.       PACKAGING AND DELIVERY: Deliveries are to be made in quantities and at times and places specified in a Purchase Order.  ATI reserves the right at any time to cancel and void an order or any part thereof without liability if delivery is not made in conformance with the applicable Purchase Order prior to 3:00 PM (local time) on the date specified.  Supplier shall indemnify and hold ATI harmless from any loss, damage or cost arising out of a late delivery.

Each package to be delivered to ATI shall be labeled with the Purchase Order number and shall specify its contents, including ATI’s part number or number specified on ATI purchase order on a delivery voucher, failing which ATI may refuse delivery and return same without liability and at Supplier’s expense.  Goods or deliveries, which do not conform to a Purchase Order, may be returned at Supplier’s expense.  Supplier warrants that goods will be packaged properly and any damage to goods due to inadequate packaging will be the responsibility of Supplier and will entitle ATI, in addition to any other right or remedy it may have, to refuse same, at Supplier’s expense.

8.       TITLE AND RISK OF LOSS: Unless otherwise provided, prices are free on board at the destination specified in the Purchase Order and title and risk of loss shall pass upon ATI’s acceptance of the goods as provided herein.

9.       INSPECTION AND ACCEPTANCE: Goods shall be accepted when such goods have been delivered to ATI and have passed ATI’s inspection and tests.  Services shall be accepted ten (10) days after performance thereof by Supplier, absent rejection by ATI within such time.  Neither acceptance nor rejection of all or any part of such goods or services by ATI shall relieve Supplier of any of its obligations or warranties hereunder, nor bar or limit any claim by ATI based upon any default of Supplier or defect in the goods or services.  In no event shall payment be deemed to constitute acceptance.

In event that goods or services are rejected, ATI may cancel the Purchase Order as to some or all such goods and services and provide notice to Supplier.  Goods not accepted by ATI (including any in excess of the quantity specified in an applicable Purchase Order) will be held at Supplier’s risk; provided that, ATI may (and at Supplier’s direction shall) return such goods to Supplier at Supplier’s risk; all transportation and handling charges, both to and from the original destination, shall be paid by Supplier; and any payment previously made for such goods shall be promptly refunded by Supplier to ATI.  Return of good by ATI shall not constitute a waiver of any right or remedy which ATI may have as a result of or in connection with it.

10.    COMPLIANCE WITH REQUIREMENTS: Supplier is responsible to verify and demonstrate compliance with all applicable requirements, including as specified in a Purchase Order.  No audit, surveillance, inspection and/or tests made by ATI, its representatives or representatives of its customers, wherever undertaken, shall relieve Supplier of applicable requirements nor preclude subsequent rejection of goods or services by ATI or its customers.

11.    PAYMENT: Except as otherwise provided in a Purchase Order, undisputed invoices are due and payable net 60 days from receipt.  Disputed invoices will not become due and payable until such dispute has been resolved to the mutual satisfaction of the parties.  Supplier agrees to notify ATI at least forty-eight (48) hours prior to the shipment of any C.O.D. order.

12.    WARRANTIES: In addition to warranties implied by law, and except as otherwise provided in an applicable Purchase Order, Supplier warrants (i) that all goods supplied hereunder will be free from defects in material and workmanship and conform to and perform in accordance with all applicable requirements (including as specified in a Purchase Order), and the use or sale thereof by ATI or its customers will not infringe or misappropriate any patent, copyright, trademark, trade secret or other proprietary right; (ii) that all services supplied hereunder will be performed in a competent and workmanlike manner by qualified personnel and will conform to all applicable requirements at time of such performance; and (iii) that in its performance under any Purchase Order, Supplier will comply fully with all applicable federal, state and local laws and regulations.

13.    INDEMNIFICATION:      Supplier shall defend, indemnify and hold harmless ATI and its customers against any and all losses, claims, liabilities, costs and expenses (including but not limited to reasonable attorney fees) arising from any allegation (i) of injury to person(s) or damage to property resulting from goods or services provided by Supplier hereunder or the use thereof; (ii) of any defect in the goods or services provided by Supplier hereunder; (iii) of harm resulting from any act or omission of Supplier, its agents, employees or subcontractors; or (iv) otherwise, which, if true, would constitutes a breach of Supplier’s warranties hereunder.  In any suit or proceeding in which Supplier is obliged to indemnify ATI, in the event that ATI or its customers may be enjoined from using, in whole or part, any goods or services provided by Supplier, in addition to any other right or remedy ATI may have, Supplier, at ATI’s option and Supplier’s expense, shall promptly: (i) secure on behalf of ATI and its customers the right to sue such goods or services, or (ii) modify or replace said goods or services such that they continue to meet all applicable requirements but use thereof by ATI or its customers is not subject to injunction.  Supplier will make ATI a named insured.

14.    COMMITMENTS: Unless otherwise authorized in writing by an officer of ATI, Supplier shall not make commitments for materials nor fabricate goods intended for ATI in advance of time necessary to permit timely delivery of such.

15.    CHANGES: Any proposed changes to goods, services, manufacturing process, materials, packaging, delivery, or sub-contractor(s) employed by Supplier in connection with a Purchase Order must be approved in advance, in writing by ATI, or any change made by Suppler without ATI’s approval may result in cancellation of the Purchase Order or rejection of the goods or services, at no cost to ATI.  All Purchase Orders shall be subject to cancellation or modification by ATI, provided that, in the event of such a cancellation or modification, ATI shall be responsible only for the price of goods or services accepted, if any, plus the actual, documented reasonable costs incurred by Supplier to effect such modification or cancellation.  Any increase in the price of the goods or services resulting from modification of a Purchase Order is subject to the prior written approval of ATI.

16.    DEFAULT: ATI reserves the right, by written notice, to cancel a Purchase Order without cost or liability (actual or consequential) in the event of (i) insolvency of Supplier, (ii) the filing of any petition in bankruptcy (voluntary or involuntary) seeking to have Supplier declared bankrupt, (iii) the appointment of a receiver or trustee for Supplier, or (iv) the execution by Supplier of an assignment for the benefit of creditors.  If Supplier fails to perform or breaches any of the terms or conditions of a Purchase Order or these Term and Conditions, Supplier agrees that ATI may, immediately upon written notice to Supplier and without any cost or liability, (i) cancel any Purchase Order, in whole or in part, and/or (ii) obtain replacement goods or services from another source, and that Supplier will reimburse ATI for any and all additional cost resulting therefrom.

Neither party shall be responsible for delays or defaults that are caused by acts of God, wars, riots or other extraordinary circumstances, but only to the extent that such party’s timely performance is thereby rendered impossible, in which event ATI reserves the right to cancel any affected Purchase Order without cost or liability of any kind.

17.    SPECIAL TOOLS: Unless otherwise specified, all drawings, designs, patterns, tools, dies, jigs, machinery and equipment (‘collectively the “Equipment”) needed by Supplier for its performance under any Purchase Order shall be obtained by Supplier at its own expense and shall be the property of Supplier.  Provided, however, that ATI will have an irrevocable and perpetual license to use such Equipment.  Any drawings, designs, patterns, tools, dies, jigs, machinery, equipment or similar materials provided to Supplier by ATI, shall, upon ATI’s request, be returned promptly to ATI or otherwise satisfactorily accounted for, and Supplier, at its expense, shall insure all such items for the reasonable value thereof against loss or damage of any kind.

18.    CONFIDENTIALTIY: All commercial, financial and technical information, know-how and experience which supplier may derive from ATI during the co-operation hereunder shall be confidential and proprietary information of ATI, and the Supplier shall at all times use all reasonable effort to prevent its disclosure to all third parties except affiliated companies on an as needed basis.  This undertaking shall not apply to information which (i) is or becomes public knowledge otherwise than by unauthorized disclosure in breach of this  Agreement, (ii) is obtained by Supplier from a third party who is not under any duty of confidentiality with respect thereto and did not obtain it by unauthorized disclosure, (iii) is independently known or developed by the supplier with any reference to such information or (iv) is required to be disclosed by laws or a listing agreement to which Supplier may be bound.  The confidentiality obligations stated herein shall survive the termination of the purchase order and/or agreement for a period of three (3) years.

19.    ASSIGNMENT: No Purchase Order, nor any right or obligation thereunder, may be assigned or transferred, in whole or in part, to any third party without the prior written consent of ATI.  In all events, Supplier shall remain responsible for performance of every Purchase Order and all obligations thereunder.

20.    REMEDIES: To the greatest extent permitted by applicable law, and notwithstanding anything to the contrary herein, ATI’s rights and remedies hereunder and under every Purchase Order shall be cumulative and not exclusive.

21.    APPLICABLE LAW AND CONFLICT RESOLUTION: These Terms and Condition, every Purchase Order and every contact resulting from the acceptance thereof by Supplier shall be governed by and construed according to the laws of the State of Florida, without regard to its choice of law provisions. Any claims, controversies, demands, disputes, or differences between the parties hereto arising out of, or by virtue of, or n connection with, or relating to this Agreement shall be submitted to and settled by arbitration in Sarasota County, Florida before a single arbitrator who shall be knowledgeable in the field of business law and such arbitration shall be in accordance with the rules of the American Arbitration Association then in force.  The parties agree to bear joint and equal responsibility for all fees of the arbitrator, abide by any decision rendered as final and binding, and waive the right to submit the dispute to a public tribunal for a jury or non-jury trial.  The prevailing party, in any such arbitration, shall be entitled to recover all costs of arbitration (excluding such party’s share of the arbitrator’s fee) and reasonable attorneys’ fees.