SALES TERMS AND CONDITIONS

All sales made by Tough Corp Pty Limited. ("Tough Corp") to its customers with Tough Corp resale accounts (“Purchaser”) are subject to these terms and conditions. Purchaser's acceptance of these terms and conditions shall be made by either (i) Purchaser providing a purchase order number to Tough Corp or (ii) Purchaser’s acceptance of any Product from Tough Corp, whichever occurs first. These terms and conditions shall apply to sales of all products described in Tough Corp’s current comprehensive product listing including special order product except as otherwise noted below (“Product”). The term “Special Order Product” as used herein shall mean products that are not listed in Tough Corp’s current comprehensive product listing or have been configured to Purchaser’s specifications.

Prior to placing an order, Purchaser must have an active Tough Corp sales account number and Purchaser’s account must be current and in good standing. Purchaser must provide Tough Corp with complete Product order information as required by Tough Corp. The Product order information will include without limitation the (i) Product description, (ii) unit quantity, (iii) Tough Corp SKU number and/or vendor partnumber, (iv) current unit price as provided by Tough Corp, and (v) correct shipping address. For government or educational orders, Purchaser will provide the above Product order information as well as (i) end user name and post code and (ii) government or educational contract number. Purchaser personnel will identify, for each Product order, the ship-to destination as either Purchaser, Purchaser’s customer, or to some other specified third party. Tough Corp reserves the right to require additional information based on the requirements of the manufacturer or publisher of the Product. Purchaser shall not disclose any confidential information when ordering from Tough Corp. Purchaser may place orders over telephone, via facsimile, and via Tough Corp-approved electronic ordering methods only through persons who identify themselves as Purchaser personnel and provide their Tough Corp customer number prior to placing the order. Tough Corp will have no obligation to confirm the validity of any order placed or the authority of the person placing an order in this manner. Purchaser will disclose its Tough Corp customer number only to its personnel with a need to know. Tough Corp’s acceptance of any order from Purchaser is limited to these terms and conditions in their entirety without addition, modification, or exception. Any additional or different terms in Purchaser’s purchase order or submitted by Purchaser in any form are hereby deemed to be material alterations hereto and notice of objection to them is hereby given. All orders below the applicable minimum order value are subject to additional fees. Orders for direct shipment to Purchaser’s customers or Special Order Products may require prepayment and may be subject to additional fees. Tough Corp will have no obligation to hold Product for future sale to Purchaser if Purchaser’s order is incomplete, on hold, or if Purchaser does not confirm it within 48 hours of notification from Tough Corp that backordered Product is available for shipment. All Products sold to Purchaser hereunder are for resale only. Additional fees may apply.

All Product pricing, description and availability information (“Information”) provided by Tough Corp, in any form, is the property of Tough Corp. Tough Corp hereby grants Purchaser a limited, non-exclusive, non-transferable license to use the Information for Purchaser’s internal use only for purposes of Purchaser’s sales and purchases of Products sold by Tough Corp. If Tough Corp provides Information to Purchaser electronically, Purchaser agrees to update such Information regularly to ensure its accuracy. Purchaser agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein. TOUGH CORP MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED ON THE INFORMATION. ALL INFORMATION IS PROVIDED TO PURCHASER “AS IS.” TOUGH CORP HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, RELATING TO INFORMATION INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

All prices are subject to change without notice and will be established at time of order acceptance by Tough Corp. Order acceptance and sale by Tough Corp occurs at time of shipment. Prices for backordered Products are not guaranteed. Additional fees may apply in accordance with Tough Corp’s policies in effect on the date of shipment.

Australian/ New Zealand Shipments - All Product shipments will be made FOB origin. For Products owned by Tough Corp, title and risk of loss will transfer to Purchaser upon Tough Corp tendering the Product for delivery to the carrier. Tough Corp will ship Products using Tough Corp’s carrier of choice in accordance with Tough Corp’s shipping policies at the time of shipment. Additional fees and charges may also apply. If Purchaser requests Tough Corp prepay and bill Purchaser for freight charges, Purchaser agrees that Tough Corp retains the right to choose the carrier. Purchaser shall examine all Products upon receipt and shall notify Tough Corp, as specified herein, of all discrepancies and refusal to accept delivery of purchased Product. Such notice shall be reasonably detailed and explain the discrepancy or why the purchased Product was refused. If Purchaser does not give Tough Corp such notice as stated herein, Purchaser agrees that such Products have been accepted by Purchaser as of the date of shipment.

International Shipments - All shipments by Tough Corp to Purchaser or Purchaser’s customers at an address outside of the Australia are subject to additional terms and will not be made unless Purchaser and Tough Corp have entered into Tough Corp’s International Agreement. Under certain circumstances, Tough Corp may choose to ship Product to Purchasers located at an address outside of Australia. These shipments will be made FCA, Tough Corp’s warehouse via Tough Corp’s carrier of choice. Title and risk of loss will transfer to Purchaser upon Tough Corp tendering the Product for delivery to the carrier. Purchaser will bear all the costs related to shipment and delivery. Purchaser shall examine all Products promptly upon receipt and shall notify Tough Corp of all discrepancies or if rejection is intended within five (5) calendar days after receipt. Such notice shall be reasonably detailed and shall specify the discrepancy or reason for rejection. Failure to give such notice within such time shall be deemed an acceptance of the Products as of the date of shipment. If the approval of any government or governing organization is required with respect to these terms and conditions or the distribution of the Products including without limitation, giving legal effect to these terms and conditions, protecting intellectual property and other rights in the Products or compliance with exchange regulations, Purchaser will, at its expense, immediately take whatever steps may be necessary to secure such approvals. If any such approval requires or results in the deletion or amendment of any provision of these terms and conditions, then Tough Corp will have the right to immediately terminate these terms and conditions.

CREDIT AND PAYMENT TERMS
Purchaser shall furnish to Tough Corp all financial information reasonably requested by Tough Corp from time to time for the purpose of establishing or continuing Purchaser’s credit limit. Purchaser agrees that Tough Corp shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase price be paid prior to shipment. Purchaser shall promptly notify Tough Corp of all changes to Purchaser’s name, address, or of the sale of substantially all of its assets. Tough Corp shall have the right from time to time, without notice, to change or revoke Purchaser’s credit limit on the basis of changes in Tough Corp’s credit policies or Purchaser’s financial condition and/or payment record. Purchaser shall not deduct any amounts owing from any Tough Corp invoice without Tough Corp’s express written approval, which approval shall be contingent upon Purchaser providing all supporting documentation for such deduction as required by Tough Corp. A service charge of the lesser of one and one-half percent (1 ½%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due. Credit cards (MasterCard, VISA and Discover Card) will only be accepted at the time of order. No cash payments will be accepted. Payment by money orders or travelers check will be allowed only if the money order or travelers check is made out in the exact amount of the invoice; payment of one invoice through multiple money orders or travelers checks will not be permitted. Tough Corp retains (and Purchaser grants to Tough Corp by submitting a purchase order) a security interest in the Products to secure payment in full, and Purchaser agrees to execute any additional documents necessary to perfect such security interest. If Purchaser fails to make timely payment of any amount invoiced hereunder, Tough Corp shall have the right, in addition to any and all other rights and remedies available to Tough Corp at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of Tough Corp under these terms and conditions to deliver Products on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute is filed against Purchaser, or if a receiver or trustee is appointed to take possession of the assets of Purchaser.

TAXES
Purchaser shall bear applicable federal, state, municipal, and other government taxes (such as sales, use, etc.). Unless otherwise specified, prices do not include such taxes. Exemption certificates, valid in the place of delivery, must be presented to Tough Corp prior to shipment if they are to be honored.

WARRANTY
Product warranties, if any, are provided by the manufacturer or publisher of the Products. Tough Corp makes no warranties whatsoever. Tough Corp’s sole obligation (and Purchaser’s sole remedy) in the event of breach of any warranty shall be the repair or replacement of defective Products. IN NO EVENT SHALL TOUGH CORP BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. TOUGH CORP DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. TOUGH CORP MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.

PRODUCT RETURNS
For all returns. RMAs will be issued, at Tough Corp’s sole discretion, in accordance with these terms and conditions. Purchaser must provide its account number and all other information as required by Tough Corp for all returns. RMAs are valid for twenty (20) calendar days from the date of issuance. Purchaser must allow for in-transit time for Products to be returned to Tough Corp, as Tough Corp must physically receive Products within the twenty (20) calendar days. RMAs will be issued for authorized returns under one of the following categories: (i) defective Products, (ii) stock balancing, (iii) billing or shipping discrepancies, or (iv) damaged Product. Purchaser is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to Tough Corp. Tough Corp will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Overgoods are unauthorized returns. Any Products received by Tough Corp (i) without a valid RMA number, including Product shipments refused by Purchaser or Purchaser’s customer except those damaged in transit from Tough Corp to Purchaser or from Tough Corp to Purchaser’s customer, (ii) later than twenty calendar (20) days from the RMA date, or (iii) in a condition unsuitable for resale (excluding defective Products), will be considered Overgoods. Tough Corp will return Over goods to Purchaser or Purchaser’s customer, and will charge Purchaser a $50 processing fee per shipment plus related freight charges. If Purchaser refuses the shipment of Over goods from Tough Corp or returns the Over goods to Tough Corp a second time without Tough Corp’s prior authorization, Purchaser agrees to relinquish all right and title to and waives all claims against Tough Corp for credit related to such Products. Notwithstanding anything to the contrary, Tough Corp reserves the right not to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from Tough Corp.

Requirements - Purchaser must obtain a valid Return Material Authorization (“RMA”) number from Tough Corp, please visit www.TCRMA.com

Defective Product Returns - Defective returns are only for Products purchased from Tough Corp that are inoperable or do not function in accordance with the specifications published by the manufacturer or publisher and are covered under the manufacturer’s or publisher’s warranty. All defective returns are subject to more restrictive manufacturer or publisher policies. Purchaser may request an RMA for the return of defective Products, excluding Special Order Products, within forty-five (45) calendar days of invoice date. Purchaser’s defective returns will be limited to a maximum of 15% of the value of Purchaser’s Product purchases within the same vendor code as the defective Product during the forty-five (45) calendar days prior to the RMA date, less any prior defective returns during that period. Upon receipt of the defective Product for which the RMA was issued, Tough Corp may test the Products and may return to Purchaser, at Purchaser’s expense, any Products found not to be defective. Upon verification that the returned Product is defective, Tough Corp may, at Tough Corp’s sole discretion, either (i) ship Purchaser a replacement Product, or (ii) provide Purchaser a credit equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. Tough Corp reserves the right to require Purchaser to return defective Products directly to the manufacturer or publisher for replacement according to its defective Products return policy. Tough Corp shall not be obligated to repair, replace, or issue credit to Purchaser for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, catastrophe, power failure or transients, overvoltage on interface, environment extremes, improper use, maintenance or application of the Products or use of unauthorized parts. Purchaser shall bear all risks of loss when returning defective Products.

Stock Balance Returns - Stock balance returns are only for Products purchased from Tough Corp that are unopened and unused and can be re-sold as new. All stock balance Products returned must be in the manufacturer's original packaging and in condition suitable for resale including, but not limited to, without price tags or stickers or additional shrink wrapping, clean, undamaged and complete (“Stock Balance Condition”). All stock balance returns are subject to more restrictive manufacturer or publisher policies. Purchaser may request an RMA for the return of Products in Stock Balance Condition, except for Special Order Products, within ninety (90) calendar days of invoice date. Purchaser’s stock balance returns will be limited to a maximum of 15% of the value of Purchaser’s Product purchases within the same vendor code as the Product to be returned during the ninety (90) calendar days prior to the RMA date, less any prior stock balance returns during that period. Upon receipt of the Product for which the RMA was issued, Tough Corp will verify the condition of the Product. Any Products that are not in Stock Balance Condition will be considered Overgoods. Tough Corp will return Over goods to Purchaser and will charge Purchaser a $50 processing fee per shipment returned to Purchaser plus related freight charges. Additional fees may apply to returned Products; e.g., re-box, label removal, re-shrink, etc., that are not in Stock Balance Condition. Upon verification that the returned Product is in Stock Balance Condition, Tough Corp will issue a credit to Purchaser equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. If Tough Corp elects to restore returned Product to Stock Balance Condition instead of returning it to Purchaser, the credit to Purchaser will be net of Tough Corp’s costs to return the Product to Stock Balance Condition. Purchaser shall pay all costs and bear all risks of loss when returning Products to Tough Corp.

Damaged Product Returns - Damaged Product returns are only for Products purchased from Tough Corp and shipped via Tough Corp’s carrier of choice that are damaged in transit from Tough Corp to the Purchaser or from Tough Corp to the Purchaser’s customer. Purchaser or Purchaser’s customer shall refuse any Product delivered in damaged condition. If the Product is received in damaged condition, Purchaser shall notify Tough Corp and request an RMA within three (3) business days of receipt of such Product. Failure to notify Tough Corp and request an RMA within such time shall be deemed an acceptance of the Product as of the date of shipment.

BILLING AND SHIPPING DISCREPANCIES
Billing and shipping discrepancies are for Products purchased from Tough Corp that were invoiced or shipped incorrectly. These include lost shipments, short shipments, wrong sales, wrong shipments and pricing/invoice errors. Purchaser may request an RMA for verified billing and shipping discrepancies within thirty (30) calendar days of invoice date. In addition, Purchaser must notify Tough Corp of any billing discrepancies related to Purchaser’s authorized returns within ninety (90) calendar days of RMA date. Such notice shall be reasonably detailed and shall specify the discrepancy. Failure to give such notice within the time specified herein shall be deemed a waiver of Purchaser’s rights to claim such discrepancy.

PATENT AND TRADEMARK INDEMNITY
TOUGH CORP SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY PRODUCTS.

LIMITATION OF LIABILITY
TOUGH CORP SHALL NOT BE LIABLE TO PURCHASER, PURCHASER'S CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY PURCHASER, PURCHASER'S CUSTOMER, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO PURCHASER,UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF TOUGH CORP. IN NO EVENT SHALL TOUGH CORP BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY TOUGH CORP, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT SHALL TOUGH CORP BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH TOUGH CORP'S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS OR INFORMATION TOUGH CORP SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL TOUGH CORP HAVE ANY LIABILITY FOR ANY PRODUCTS USED FOR AVIATION, MEDICAL, LIFESAVING, LIFE-SUSTAINING OR NUCLEAR APPLICATIONS.

RELATIONSHIP OF THE PARTIES
Purchaser’s relationship with Tough Corp will be that of an independent contractor. Purchaser will not have, and will not represent that it has, any power, right or authority to bind Tough Corp, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of Tough Corp or in Tough Corp’s name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Purchaser and Tough Corp as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Purchaser will make no warranty, guarantee or representation, whether written or oral, on Tough Corp’s behalf.

MANUFACTURER, PUBLISHER, AND SUPPLIER RESTRICTIONS
If authorization for resale is required by the manufacturer or publisher of any Product, then Tough Corp will not be obligated to sell such Product to Purchaser unless Tough Corp has received notification of such authorization from the manufacturer or publisher. All Products delivered to Purchaser hereunder may have additional restrictions on their use required by the manufacturer or publisher. Purchaser is solely responsible for ensuring its adherence to any and all such restrictions and requirements. If any supplier prohibits Tough Corp from selling specific Products to Purchaser, then Tough Corp reserves the right not to sell such Products to Purchaser.

CHOICE OF LAW/CHOICE OF FORUM
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the internal laws of the New South Wales, Australia, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Purchaser agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the jurisdiction of New South Wales, Australia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.

NOTICES
All notices, requests, demands, and other communicationsthat either party may desire to give the other party must be in writing and may be given by (i) personal delivery to an officer of the party, (ii) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (iii) facsimile subsequently to be confirmed in writing pursuant to item (ii) above. Notices to Tough Corp shall be sent to: Tough Corp 12 Chaplin Drive, Lane Cove NSW Australia.

BINDING EFFECT/ASSIGNMENT
These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Neither party may assign its rights and/or duties under these terms and conditions without the prior written consent of the other party given at the other party’s sole option. Any such attempted assignment shall be void. Notwithstanding the foregoing, Tough Corp may assign any purchase order received from Purchaser to a subsidiary or affiliate upon notice to Purchaser.

PARTIAL INVALIDITY
If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

NO WAIVER
Failure or delay of Tough Corp to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

CAPTIONS
The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.

GENERAL
These terms and conditions, as published on Tough Corp’s Web site located at www.ruggedlaptop.com at the time of sale, are the official terms and conditions of sale between Tough Corp and Purchaser and may be amended from time to time without notice at Tough Corp's sole discretion.