The prices contained herein are for all equipment, material and labor to professionally install the system itemized in this estimate and includes system training at your location. ESI.comm agrees to sell and the customer agrees to buy the material listed in this estimate.

Warranty: A one year parts and labor warranty apply to items contained in this estimate. This warranty does not apply to defects or malfunction caused by abuse, accident, modification, negligence, or any other damage not resulting from defects in materials or workmanship or for reasons beyond the control of ESI Communications.

1. Acceptance: This agreement is not valid until accepted by ESI.comm

2. Title: Title to the equipment shall pass to customer upon the date that the equipment is delivered to the installation site and payment terms are met.

3. Security Interest: Customer hereby grants to ESI.comm to execute any documents necessary to perfect such interest. In the event the purchase price is not paid in accordance with the payment terms ESI.comm shall have the rights and remedies of a secured party as provided for in Article 9 of the Uniform Commercial Code and ESI.comm shall be entitled to reasonable attorney fees and legal expenses incurred with respect to this security interest and the enforcement of any of ESI's other rights under this agreement.

4. Revocation of Credit: ESI.comm reserves the right at any time to revoke any credit extended to customer because of customer’s failure to pay for any goods when due or for any other reason deemed good and sufficient by ESI.comm.

5. Risk of Loss: All risk of loss passes to customer upon delivery of the equipment to the installation site.

6. Delivery: The equipment delivery date shall be at a time to be mutually agreed upon by the parties with appropriate adjustment for conditions beyond the commercially reasonable control of ESI.comm.

7. Force Majeure: ESI.comm shall not be liable for failure to deliver or delays in delivery occasioned by causes beyond ESI's control, including without limitations strikes, lockouts, fires, embargoes, war or other outbreak of hostilities, inability to obtain, materials or shipping space, machinery breakdowns, delays of carrier or suppliers, governmental acts and regulations, other causes beyond ESI's control and receipt of orders from all sources more than ESI's then scheduled production capacity.

8. Cancellation: This order shall not be cancelable by the customer for delays in delivery or other cause until ten days after written notice of such intentions has actually been received by ESI.comm and customer shall be obligated to accept any portion of the goods shipped or delivered by ESI during such period.

9. Installation: ESI.comm will install the equipment provided the customer provides a suitable place for installing the equipment, all electrical outlets, conduit, power hook-ups, and any related carpenter work as specified by ESI.comm (unless previously contracted in). Customer will provide an equipment area acclimated to computer requirements in terms of temperature.

10. Expenses: If applicable, customer is responsible for any expenses incurred due to acquisition of licenses or permits required by state or local government agent.

11. Union Labor: If applicable, ESI.comm reserves the right to pass through to customer charges incurred due to premium labor rates because of required labor union affiliations.

12. Indemnification; Customer shall indemnify ESI.comm against and hold ESI.comm harmless from any and all claims, actions, suits, proceedings, cost expenses, damages and liabilities, including attorney fees claimed by any person, organization, association, or otherwise arising out of or relating to the equipment, use, possession, operation, and/or condition thereof, except as caused exclusively by ESI.comm.

13. Warranties and Limitation of Liability;

a. Warranties: ESI.comm warrants to customer good and clear title of the equipment free and clear of liens and encumbrances subject to the security interest retained by ESI.comm. ESI.comm hereby warrants the equipment against defects in materials and workmanship, provided that no repairs, relocations, substitutions, modifications or additions have been made except by ESI.comm and provided that after delivery to customer the equipment has not been subjected to accident, neglect or misuse, or used in violation of any instructions supplied by ESI.comm. ESI's sole liability hereunder shall be to repair or replace the equipment with new or refurbished parts (at their option) at its own expense during normal Working hours and the foregoing warranty shall institute the exclusive remedy of customer and the exclusive liability of ESI.comm for any breach of any warranty related to this agreement to obtain service under this warranty, the retail customer must bring the malfunction of the machine to the attention on ESI.comm within warranty period and no later than thirty days after such malfunction whichever first occurs. Failure to bring the malfunction to the attention of an authorized ESI.comm dealer within the prescribed time, results in the customer being not entitled to warranty service. THE WARRANTIES SET FORTH HEREIN AND IN THE RELATED EQUIPMENT WARRANTY AGREEMENT ARE EXCLUSIVE, AND ESI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANT ABILITY, WORKMANSHIP, OR FITNESS FOR A PARTICULAR PURPOSE.

b. Limitation of Liability: ESI.comm shall not be liable for any special, indirect, incidental or consequential damages or for loss, damage, or expense directly or indirectly arising from customer's use of or inability to use the equipment either separately or in combination with other equipment, or for personal injury or loss or destruction of other property, or from any other cause.

14. Law: This agreement shall be governed by the laws of the state in which the ESI dealer operates its principle business.

15. Default: If any or customer's obligations to ESI.comm are not promptly paid when due or if customer breaches any provision hereof. Customer shall be in default hereunder and all unpaid amounts shall become immediately due and payable, upon customer's default, ESI.comm shall have the rights and remedies of a secured party under the Uniform Commercial Code and any other laws, including the right to any delinquent payments for which customer agrees to remain fully liable. If default any claims of the purchaser without notice.

16. Assignment: The agreement may not be assigned by customer without the written consent of ESI.comm.

17. Miscellaneous: Titles to the paragraphs of the agreement are solely for the convenience of the parties and do not explain, modify, or interpret the provisions herein. If more than one customer is named in the agreement the liability of each shall be joint and several. ESI.comm is not liable for any failure or delay in performance to any cause beyond its control. If any provisions of this agreement conflict with any statue or rule of law of any state or territory wherein it may be sought to be enforced; then such provisions shall be deemed null and void to the extent that they may conflict therewith, but without invalidating the remaining provisions hereof. Customer will permit or arrange for access of ESI.comm personnel to the premises for ESI.comm installation and warranty service.