PLEASE READ THESE TERMS AND CONDITIONS OF SALE ("SALE AGREEMENT") VERY CAREFULLY.

THE CUSTOMER AGREES TO BE BOUND BY THIS SALE AGREEMENT AND ACCEPTS ITS TERMS AND CONDITIONS (UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH BAYWELL ("BAYWELL"), IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN).

Important Information About This Legal Contract
This Sale Agreement is a legal contract between the Customer and Baywell Technologies, Inc. The Customer accepts this Sale Agreement by making a purchase, placing an order, or otherwise shopping on the website. (References to "you" or "your" shall relate to the Customer; references to "BAYWELL" shall relate to Baywell Technologies, Inc. and its affiliates.) The terms and conditions of this Sale Agreement are subject to change without prior notice, except that the terms and conditions posted on the website at the time the Customer initially places or modifies an order will govern the order in question.

This Sale Agreement constitutes the entire agreement between the Customer and BAYWELL relating to the purchase or sale of goods or services on the website. The Sale Agreement may only be modified or terminated with regard to goods or services that have been purchased or sold on the website in a writing signed by BAYWELL. Electronic records (including signatures), that are otherwise valid, shall be accepted under the Sale Agreement. The Customer consents to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet; consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting BAYWELL at the address provided below.

In the event of any conflict between the terms and conditions stated on your purchase order and this Sale Agreement or any terms and conditions on our invoice, you agree that the provisions of this Sale Agreement and our invoice shall control.

Governing Law
THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. THE CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN SANTA CLARA COUNTY, CALIFORNIA FOR PURPOSES OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS SALE AGREEMENT.

Title/Risk of Loss
Title to goods herein being purchased is retained by the seller until goods are paid for by the purchaser and at that time title passes to the purchaser. Loss or damage that occurs during shipping by a carrier selected by BAYWELL is BAYWELL 's responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. Title to software will remain with the applicable licensor(s).

Export Sales
If goods herein being purchased are being purchased for purposes of export, the Customer must obtain from the federal government certain export documentation before shipping to a foreign country. In addition, manufacturers' warranties for exported goods may vary or even be null and void for goods exported outside the United States. The Customer should inquire further regarding any questions. Any and all liability is only for the products purchased.

General Legal Disclaimer
BAYWELL HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER BY BAYWELL IN NO WAY AFFECTS THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.

Third-Party Product and Y2K Disclaimer
All products sold by BAYWELL are third party products and are subject to the warranties and representations of the applicable manufacturers, including but not limited to Y2K compliance. Accordingly, BAYWELL makes no representation or warranty with respect to the Y2K compliance of products sold.

Pricing and Information Disclaimer
All pricing are subject to change. For all prices, products and offers, BAYWELL reserves the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances.

While BAYWELL pursues reasonable efforts to include accurate and up-to-date information on our websites, BAYWELL makes no warranties or representations as to its accuracy. BAYWELL assumes no liability or responsibility for any errors or omissions in the content on the Site.

Limitation of Liability
BAYWELL WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. BAYWELL WILL NOT BE LIABLE FOR PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, BAYWELL IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE(S) UNDER THIS AGREEMENT.

Arbitration
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) arising from or relating to this Sale Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Sale Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Sale Agreement), BAYWELL 's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under the Code of Procedure of ARBITRATION-FORUM.COM (the "Code") in effect at the time the claim is filed. The Code is available at http://www.arbitration-forum.com or can be obtained by calling 1-800-753-9448. Hearings shall be held as provided by the Code and if any In-person Hearing is required, it shall be held in San Jose, California. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration.

Orders; Payment Terms; Interest; Taxes
Orders are not binding upon BAYWELL until accepted by BAYWELL. Terms of payment are within BAYWELL 's sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. BAYWELL may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. The Customer is responsible for sales and all other taxes associated with the order.

Freight Policy
For the Customer's protection, we ship only to the verified billing address of the Customer's credit card. In some circumstances, international shipping may be available. Call for details.

Return Policy
BAYWELL offers a 30 day return policy on selected items based on manufacturer return policies. For further information not listed, please contact your BAYWELL account manager.

Please call 408-229-9355 or e-mail our Returns Department at rma@baywell.net to obtain a Return Merchandise Authorization (RMA) number before shipping your product. NO returns of any type will be accepted without an RMA number. For faster service, please have the following information on hand when calling for an RMA number: customer name, invoice number, serial number and nature of the problem.
All products returned MUST: be 100 percent complete, contain ALL original boxes and packing materials, have original UPC codes on the manufacturer boxes, contain all manuals, blank warranty cards and other accessories and documentation provided by the manufacturer.

You are responsible for shipping charges on returned items; BAYWELL will match your shipping method on your replacement or exchange item(s).

BAYWELL strongly recommends you fully insure your return shipment in case it is lost or damaged and you use a carrier that can provide you with proof of delivery for your protection.

If merchandise arrives damaged: it is best to REFUSE it back to the carrier attempting delivery. If you accept the package make sure it is noted on the carrier's delivery record in order for BAYWELL to file a damage claim. Save the merchandise AND the original box and packing it arrived in, notify BAYWELL immediately to arrange for a carrier inspection and a pick up of damaged merchandise. If you do not notify BAYWELL of damaged goods within the first 15 days of arrival, our regular return policy will override any claim of damage, and will fall under all current manufacturer restrictions. Call 408-229-9355 or your BAYWELL account manager to arrange for carrier inspection and a pick up of damaged merchandise.

DEFECTIVE returns can be returned directly to BAYWELL within 30 days from the invoice date, at BAYWELL 's discretion for: credit, replacement, exchange or repair.
Manufacturer restrictions do apply and are outlined in our detailed policy. Any item that is missing the UPC can ONLY be replaced with the same item. After 30 days, all manufacturers' warranties apply.

NON-DEFECTIVE returns can be accepted directly by BAYWELL within 30 days from the invoice date, at BAYWELL 's discretion for: credit, exchange. All NON-DEFECTIVE returns are subject to a 15 percent restocking fee.

BAYWELL reserves the right to authorize product returns beyond 30 days from the invoice date. IF the product is accepted after 30 days, credit will be issued toward FUTURE PURCHASES ONLY. Original shipping charges are not refunded on returned items. Customers are responsible for all shipping charges back to BAYWELL on returned items, and BAYWELL will pay the shipping charges on the replacement or exchange item(s) going back.

Software and DVD Movie Return Policy
Only defective software and DVD movies can be returned to BAYWELL. The return must take place within 30 days of invoice date and may only be replaced for the SAME software or DVD movie title. Unopened software may be returned for refund or exchange within 30 days of invoice date. Multiple software licenses cannot be returned for refund or exchange unless first authorized by the manufacturer.

NOTE: Multiple software licenses cannot be returned for refund or exchange unless first authorized by the manufacturer. Multiple licenses may not be returned beyond 30 days for any reason.

Business Leasing
Business leasing plans are available through BAYWELL 's selected leasing company. Monthly lease payments quoted are based on a 36 month lease. Rates are subject to change. Lease price does not include documentation fee (up to $150), shipping, applicable taxes and other potential fees. First and last payments are due at lease inception. Most advertised BAYWELL leases include a Fair Market Value purchase option at lease end. Call your BAYWELL Leasing Specialist for more information.

Check payment policy
BAYWELL will accept a cashiers check or money order on all COD orders. BAYWELL will accept personal and business checks for prepay orders, but allow 10 business days for clearing.

Credit Cards
Credit card charges are not submitted until time of shipment. BAYWELL does not apply any surcharge for credit cards.