Terms and Conditions of Sales and Services

The following are the terms and conditions of the sale and installation of any equipment by Williams Communications, Inc. (referred to throughout this document as "Williams"). These terms and conditions shall govern the transaction unless both parties sign a written document changing the terms by mutual agreement. This requirement for a written document signed by the parties cannot be waived by any means, including the parties' conduct or course of dealing. All references in this document to "you" mean the customer. The terms and conditions that apply are:

1. Effect of Purchase Order. Once you issue a purchase order to Williams, Williams will begin to incur expenses to fill your purchase order. The purchase order binds you to pay for the items ordered, regardless of whether you change your mind or decide to purchase elsewhere.

2. Payment Terms. Unless you and Williams have signed some other document setting out a separate schedule, payment shall be made by you to Williams as follows: 10% of the total quoted price upon signing a separate contract or issuing a purchase order to Williams; 35% of the total quoted price upon delivery of equipment; 15% of the total quoted price at the completion of installation of any equipment; 10% of the total quoted price upon satisfactory completion of audio quality and range coverage testing; 15% of the total quoted price upon issuance of any subscriber equipment and satisfactory completion of all training; and 15% of the total quoted price upon final acceptance. When a payment becomes due during the course of Williams' work for you, you are expected to pay within thirty (30) days. If you fail to pay on time, Williams will charge a finance charge equal to two percent (2.0%) of the total overdue payment, per month, or twenty-four percent (24%) per year. If you fail to pay within sixty (60) days, Williams will stop work on your project until the overdue payment is made.

3. Duration of Quoted Prices. When Williams quotes a price for goods or services, the prices are based in part upon prices Williams is quoted for equipment from manufacturers. Manufacturers change their prices from time to time. The prices Williams has quoted are effective for the entire period of Williams' service to you. If, however, there is a lag of more than sixty (60) days between Williams' providing you with a proposal or quote and your acceptance by issuance of a purchase order or by separate written contract, then Williams reserves the right to pass on to you any price increases imposed by equipment manufacturers.

4. Hourly Rate Quotes. If the proposal submitted by Williams included hourly rate quotes for services, you understand and agree that these quotes are for work during normal business hours of 8:00 a.m. to 5:00 p.m., Monday through Friday. If, because of circumstances beyond the control of Williams, the work must occur outside of normal business hours, such as evening, holiday, or weekend work, Williams will increase the hourly rate charges to one and one-half times the hourly rate quoted for the time period in which work occurred outside of normal business hours.

5. Choice of Law and Forum and Venue Selection. The main office for Williams is located in Tallahassee, Leon County, Florida. Any construction or interpretation or your agreement with Williams, or any disputes directly or indirectly related to the terms and conditions of the sale to you will be decided under United States and Florida law. In addition, if you and Williams become involved in any legal matters, the only proper venue will be in Leon County, Florida. You also agree that by issuing a purchase order to Williams or entering into a separate contract with Williams you are submitting yourself to the jurisdiction of the Florida courts regardless of where you and your main office are located. Payment for goods and services is to be made to the Williams office in Tallahassee, Leon County, Florida and any warranty matters that may be involved will be resolved from the Williams office in Tallahassee, Leon County, Florida.

6. Limitation of Liability. Williams will not be liable to you under any circumstances for any loss of profits or any other economic or consequential losses (including but not limited to wages you might have to pay your employees, lost revenues, loss of use of the equipment, costs of acquiring replacement equipment, facilities, or services; costs of capital, or costs or losses related to downtime) or any losses related to any special requirements or needs you may have, regardless of whether you informed Williams of these special requirements or needs at the time of entering into the agreement with Williams. The total cap or limit on any liability Williams has will be the purchase price of any non-conforming goods or services giving rise to the liability to you.

7. Expenses. If Williams has to initiate any type of legal proceedings under this agreement including but not limited to an action to collect the money you owe Williams, then you agree to pay all legal fees and court costs incurred by Williams. The legal fees will be all those incurred by Williams at all stages of any legal proceedings, including proceedings on appeal.

8. Delivery and Risk of Loss. Shipping dates are approximate and are based upon prompt receipt of all necessary information. Delivery will be made F.O.B. point of shipment to Buyer. Shipping and handling charges will be paid by or billed to the Buyer. Risk of loss or damages passes to Buyer upon delivery to the carrier.

9. Return Goods Policy. There will be a 25% restocking fee on all returned goods found to be non-defective.