Terms and Conditions

STANDARD TERMS AND CONDITIONS OF SALE

1. 1.  Overview.
      Naltec products and accessories (“Products”) are sold by NAL Research Corporation d/b/a NAL Technologies (“Naltec”) to buyers of Naltec Products (“Customers”) subject to these Standard Terms and Conditions of Sale. Naltec may, from time to time and in its sole discretion, publish revisions to the Standard Terms and Conditions of Sale. This agreement supersedes and replaces any and all previous terms and conditions of sale between the parties.

   2. Sale Orders / Pricing.
      Customer shall contact Naltec with requests for Products via email at [email protected]. Naltec shall acknowledge receipt of such order and, if approved, provide Customer with a Sale Order Acknowledgment form along with a copy of these Standard Terms and Conditions of Sale agreement. Sale Orders shall specify Products ordered, price, payment terms, shipping information, delivery dates, and destination. The terms and conditions of these Standard Terms and Conditions of Sale shall be a part of and shall govern each Sale Order. No other terms and conditions shall apply.

      Naltec will exercise its best effort to maintain current pricing for orders placed 90 days prior to Naltec’s annual price increase (October 1st) to Customers with preferred delivery dates scheduled after October 1st.

   3. Acceptance.
      RECEIPT OF CUSTOMER’S PURCHASE ORDER DOES NOT AUTOMATICALLY CONSTITUTE ACCEPTANCE. CUSTOMER’S PURCHASE ORDER WILL BE ACCEPTED UPON NALTEC’S REVIEW AND SUBMITTING A SALES ORDER ACKNOWLEDGMENT FORM TO THE CUSTOMER. CUSTOMER’S PURCHASE ORDER SHALL BE MADE EFFECTIVE AS OF THE DATE OF CUSTOMER’S INITIAL ORDER SUBMISSION. CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT SHALL BE CONCLUSIVELY PRESUMED (i) BY NALTEC’S FULFILLMENT OF THE ORDER; (ii) BY CUSTOMER’S ACCEPTANCE OF ALL OR ANY PART OF THE PRODUCTS ORDERED; AND (iii) IF PAYMENT IS MADE BY CUSTOMER FOR ALL OR ANY PART OF THE PRODUCTS ORDERED. NONE OF THESE TERMS AND CONDITIONS MAY BE ADDED TO, MODIFIED, SUPERSEDED, OR OTHERWISE ALTERED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF NALTEC.

   4. Payment Terms.
      Payment in full is required in advance unless Naltec has established a credit account for Customer, Naltec has approved credit payment terms in writing, and the credit account is not past due. Prepayment accounts shall receive a Naltec invoice upon NAL’s receipt of the Purchase Order.

      Late Payment Fees. Any amounts remaining unpaid after the due date of each invoice shall be subjected to an additional late fee which shall be equivalent to one and one-half percent (1.5%) per month of the overdue balance.

   5. Taxes.
      Prices for Naltec’s Products are exclusive of applicable taxes, tariffs, license and regulatory fees and surcharges, including, without limitation, export licenses, fees and taxes, sales, use, service, occupation, retailer’s, personal property and excise taxes, and all other applicable fees or assessments (collectively herein referred to as “Taxes”). Taxes shall be the responsibility of the Customer.

   6. Warranty/Disclaimers.
      NALTEC WARRANTS THAT FOR TWELVE (12) MONTHS FROM THE DATE OF RECEIPT OF THE PRODUCT (“WARRANTY PERIOD”), THE PRODUCT SHALL SUBSTANTIALLY PERFORM TO ITS PUBLISHED SPECIFICATIONS AND THAT IT SHALL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER ITS INTENDED USE. IF NALTEC RECEIVES NOTICE OF NON-CONFORMANCE DURING THE WARRANTY PERIOD, THEN NALTEC SHALL, IN ITS DISCRETION, SEEK TO CORRECT THE NON-CONFORMING ISSUE BY REPAIRING OR REPLACING THE PRODUCT AT NO ADDITIONAL CHARGE TO CUSTOMER. ALL WARRANTY CLAIMS MUST BE RECEIVED ON OR BEFORE THE EXPIRATION OF THE WARRANTY PERIOD. NOTWITHSTANDING THE FOREGOING, WARRANTY DOES NOT COVER DAMAGE CAUSED BY MISUSE OR REPAIR BY UNAUTHORIZED REPAIR PERSONNEL.

      EXCEPT FOR THE WARRANTY EXPRESSLY STATED ABOVE, CUSTOMER ASSUMES FULL RESPONSIBILITY FOR (i) THE SELECTION OF THE PRODUCT; (ii) THE PROPER INSTALLATION AND USE OF THE PRODUCT; (iii) VERIFYING THE RESULTS OBTAINED FROM THE USE OF THE PRODUCT; (iv) TAKING APPROPRIATE MEASURES TO PREVENT LOSS OF DATA, PROTECT AGAINST VIRUSES AND PROTECT AGAINST SECURITY BREACH; AND (v) PROCURING AND MAINTAINING THE PROPER HARDWARE, SYSTEMS, AND/OR NETWORK INFRASTRUCTURE REQUIRED FOR THE OPERATION OF THE PRODUCT. NALTEC DOES NOT WARRANT THAT THE QUALITY OR PERFORMANCE OF THE PRODUCT SHALL MEET CUSTOMER’S REQUIREMENTS, THAT THE PRODUCT WILL BE COMPATIBLE WITH ANY PARTICULAR THIRD-PARTY USER PLATFORM OR INTERFACE, THAT CUSTOMER SHALL BE ABLE TO ACHIEVE ANY PARTICULAR RESULTS FROM USE OF THE PRODUCT, OR THAT THE PRODUCT SHALL OPERATE FREE FROM ERROR.

      EXCEPT FOR THE WARRANTIES EXPRESSLY STATED HEREIN, NALTEC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE PRODUCT AND ANY OTHER ITEMS OR SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER WAIVES, DISCLAIMS, AND RELEASES NALTEC FROM ANY OBLIGATION, LIABILITY, RIGHT, REMEDY, OR CLAIM WITH RESPECT TO ANY BUG, DEFECT, VIRUS, SECURITY BREACH, DEFICIENCY, OR ERROR IN THE PRODUCT, SOFTWARE, DOCUMENTATION, OR ANY OTHER ITEMS FURNISHED HEREUNDER.

   7. Non-Warranty Repairs.
      Non-warranty Products are Products held by the Customer past the Warranty Period (“Non-Warranty Period”). Customers requiring Product repair during the Non-Warranty Period must contact [email protected] for prior approval for any Products requiring repair. Naltec reserves the right and has the authority to determine if a Product is repairable. Naltec guarantees the support for all its Products for up to five (5) years from the date of delivery. Repairs outside the Warranty Period are subject to the continued availability of components needed for the repair and will be invoiced at the repair price in effect at the time of the repair. Once the Product(s) are received and evaluated, Naltec will provide an estimate of charges based on parts/labor costs. Customer shall either accept the charges and pay the repair fees or request a return of the Product(s) and accept the return merchandise authorization (RMA) assessment fee. For non-warranty repairs, Naltec will provide a warranty for ninety (90) days against “craftsmanship and defective replacement parts” after repair and return of the unit. If a different failure occurs, the repair warranty will not apply. Naltec will store Products for repair at our facility for no more than twelve (12) months, after which the Product will become the property of Naltec.

   8. LIMITATION OF LIABILITY.
      NALTEC’S LIABILITY TO CUSTOMER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE, OR OTHERWISE, AND CUSTOMER’S SOLE REMEDY AGAINST NALTEC FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE RECOVERY OF GENERAL MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY CUSTOMER FOR THE SALES ORDER CONNECTED TO THIS AGREEMENT TO NALTEC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

   9. Intellectual Property.
      All right, title and interest in and to all intellectual property incorporated in the Products including all intellectual property worldwide including, but not limited to, inventions, patents, copyrights (including renewal rights), trademarks, trade secrets, know-how, Confidential Information, computer software (including source code), ideas, processes, discoveries, methods, and all other forms of intellectual property and any applications for registration thereof, are and shall remain the sole and exclusive property of Naltec, or its suppliers of the Products. No rights are granted to Customer therein. The protocols for Naltec product firmware are not available for 3rd party platform integration without prior written approval and license agreement. Naltec makes no representation, guarantee, or warranty as to the scope or validity of any intellectual property rights or that Customer’s use of the Product shall be free from infringement of any intellectual property rights held by third parties. Naltec incurs no obligation or liability to bring actions against third parties for alleged infringement of intellectual property rights within the scope of this Agreement, or to defend Customer against the same.

   10. Returns.
       Naltec’s Products may be returned in good condition within thirty (30) days of receipt for a refund, less 20% restocking and retest fee. Beyond thirty (30) days and at Naltec’s sole discretion, Naltec may take the Product back for a 50% restocking charge. Custom-designed Products may not be returned. Antenna cables and antennas with non-standard connectors are considered custom-designed Products. For Product return, contact Naltec by: Telephone 703- 392-1136, menu option 4; Fax 703-392-6795; Email [email protected]; or mail to – NAL Research Corporation d/b/a NAL Technologies 11100 Endeavor Court, STE 300, Manassas, VA 20109, Attention- Returned Hardware (list Naltec’s Sales Order#).

   11. Shipment / Delivery.
       Most deliveries of Products are shipped within ten (10) business days following Naltec’s receipt of a Purchase Order and any payment requirements as set forth herein. However, the actual shipping date shall be subject to material availability, and Naltec makes no guarantee whatsoever of shipment or delivery of Products.

       Naltec will use its reasonable efforts to meet delivery dates specified in Customer’s Purchase Order. However, the ship dates set forth are Naltec’s reasonable estimates only and do not constitute a binding commitment by Naltec for the delivery date of the ordered Products.

   12. Security Interest.
       Naltec shall retain a security interest in the Products until the entire invoice balance and all other monies payable to Naltec are paid in full, notwithstanding that the Products have been delivered to Customer. Customer hereby authorizes Naltec to execute and file financing statements describing the Products and other documents which Naltec may request to evidence its security interest. This Section creates a “Security Agreement” between the parties with respect to Products.

   13. Product Safety; Supplier Compliance.
       Customer acknowledges that Naltec products may incorporate components, materials, software, or services supplied by third parties (“Suppliers”). Customer further acknowledges that such items may be used in applications involving communications, navigation, tracking, or other operational environments where product reliability and safety are important.

       Accordingly, Suppliers providing products, components, materials, or services for incorporation into Naltec products (“Supplier Deliverables”), by written notice to Naltec:

       • Ensure and warrant that such Supplier Deliverables conform to all Naltec specifications, drawings, statements of work, and other requirements;
       • Maintain quality management processes to meet all contract, specification, safety, and regulatory requirements;
       • Ensure that personnel performing work affecting the conformity or safety of Supplier Deliverables are qualified and competent to perform work and maintain adequate procedures for inspection, verification, and release of Supplier Deliverables prior to delivery to Naltec; and
       • Promptly notify Naltec of any changes that could affect the safety, reliability, or conformity of Supplier Deliverables.

       Additionally, upon reasonable notice from Naltec, Supplier permits Naltec and its representatives to verify, inspect, or audit Supplier Deliverables and related processes.

       Moreover, Supplier understands that failure to comply with Naltec’s requirements may result in the rejection of Supplier Deliverables and in the possible suspension or termination of purchase orders or other agreements.

   14. Force Majeure
       Naltec shall not be held liable for any delay or failure to perform due to any cause beyond its control, including, but not limited to, lack of supplies due to a supplier’s inability or failure to deliver materials. The Product delivery schedule shall be considered extended by a period equal to the time lost because of any such excusable delay.
       

   15. Indemnification.
       Customer shall indemnify, defend, and hold harmless Naltec and its affiliates, the assignees of each, and their respective directors, officers, agents, and employees, from and against all claims and liabilities arising out of or in any way relating to Customer’s performance under this Agreement or Customer’s use of the Product. This indemnity includes costs, expenses, and attorneys’ fees arising out of or relating to (i) injury to or death of any person, including employees of Customer, but not employees of Naltec; or (ii) loss of or damage to any property; and (iii) successfully establishing the right to indemnification.

   16. Governing Law.
       The parties agree that the validity, interpretation, and performance of any agreement arising out of this transaction shall be governed by the laws of the Commonwealth of Virginia without regard to conflicts-of-interest laws. Customer and Naltec hereby submit to the exclusive jurisdiction of the federal courts located in Fairfax County, Virginia, to resolve any disputes hereunder. This shall be the sole and exclusive jurisdiction and venue for adjudication of any rights and liabilities hereunder.

   17. Default.
       In the case of default or breach by Customer in the performance of any or all of the provisions of this agreement, Naltec may cancel any outstanding order from Customer and declare all obligations immediately due and payable, and shall, in addition, have all remedies afforded by the Uniform Commercial Code as enacted in Virginia, and any other applicable law. Customer shall, in addition, be liable for Naltec’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest in the late payment fee rate provided under Section 4 above.

   18. Export Compliance.
       The export and re-export of Naltec Products, software, and technical data are subject to the United States and/or other international export controls and sanctions. Customer agrees to fully comply with all such export controls and sanctions, including, without limitation, ensuring that no Naltec Products, services, software, or technical data are re-exported to end- users and countries that are not eligible to receive them under U.S. and/or other international export controls and sanctions. Naltec will notify Customers if a Product has export restrictions and provides an End User Statement for Customer completion prior to fulfilling an order.

SATELLITE SERVICES TERMS OF USE

The following Terms of Use shall govern use of the Iridium Airtime services (“Services”) purchased by Customer.

1. 1. Billing and Payment

      (a) Naltec will bill and Customer shall pay Naltec for the Services provided by Naltec and for all applicable federal, state, local and other taxes which may be levied upon the Services.

      (b) Customer shall provide a valid and authorized credit card number for payment of Services. In the event that Naltec and Customer agree that a credit card shall not be used, Customer shall pay all invoices within thirty (30) days of the date of invoice. Naltec shall automatically bill Customer for any fees in excess of the monthly amount or period of performance purchased by Customer. Overdue payments shall be subject to a finance charge of the lesser of either one and one-half percent (1.5%) per month or the highest rate permitted by law.

   2. Help Desk
      Naltec operates a help desk which may be contacted at the following telephone number 888-746-8867 or e-mail at [email protected] during our business hours of Monday through Friday from 8:00AM – 5:00PM Eastern Standard Time. The help desk provides Customer with operator assistance, operator intercept, mobile terminal commissioning, technical troubleshooting, and general customer assistance services.
   3. Operating Procedures 
      Customer shall follow the procedures (“Procedures”) established by the entities that supply the Services to Naltec (“Suppliers”) and such Procedures may be provided to Customer upon reasonable request to Naltec. Customer acknowledges that the Procedures may be modified from time to time by Suppliers. Naltec shall not be liable for Customer’s use of the Services in a manner inconsistent with the Procedures provided by Suppliers.
   4. Service Availability
      The Services are provided on an “on-demand” basis and are subject to capacity availability on the applicable satellite network. Services may be temporarily unavailable or limited because of capacity limitations, network equipment failures, distress or any other emergency pre-emption as required by Naltec or a Supplier or may be temporarily interrupted or curtailed due to modifications, upgrades, repairs or similar activities of a Supplier. The use and restoration of Service shall be in accordance with Part 64, Subpart D of the FCC’s Rules and Regulations, which specify the priority system for such activities. Naltec has no liability for the unavailability or malfunction of Supplier’s networks.
   5. Conditions of Other Contracts
      The obligations of Naltec and the terms of service and sale under this Agreement are subject to the terms of the agreements under which Naltec purchases the Services from Suppliers (each an “Other Contract”). To the extent fulfilment of any obligation under this Agreement is not permissible or possible under an Other Contract, the Other Contract shall prevail and such obligation shall be suspended or modified to the extent required by the Other Contract. Naltec represents and warrants that it is not presently aware of any material respect in which this Agreement is inconsistent with an Other Contract.
   6. Abuse/Fraudulent Use of Services

      (a) Customer shall not use the Services in an abusive or fraudulent manner, including, but not limited to the following: (i) accessing or attempting to access Services by using an unauthorized device; (ii) obtaining or attempting to obtain permission to use Services by providing false or misleading information; (iii) obtaining Services without having the intent to pay charges incurred; (iv) intentionally interfering with or causing disruption in the provision of Services to other Customer; (v) using Services to further criminal activity; (vi) using Services to make obscene or illegal communications, to impersonate another person with fraudulent or malicious intent or to call another person so frequently or at such times of day or in any other manner with the intended effect of annoying, threatening or harassing such other persons; (vii) using Services in a manner that interferes unreasonably with the use of Services by one or more other Customer.

      (b) Naltec reserves the right to terminate use of the Services of any Customer engaging in abusive or fraudulent use of the Services purchased from Naltec. 11100 Endeavor Court, Suite 300, Manassas VA 20109

   7. Default and Termination of Services

      (a) The occurrence or happening of any one or more of the following events shall constitute an event of default if not remedied within ten (10) days after notice from Naltec: (i) use of the Services in any manner or for any purpose contrary to law; (ii) abuse or fraudulent use of the Services; (iii) failure to make any payments due as invoiced; (iv) discovery by Naltec that any representation or warranty made by Customer in any document furnished by Customer to Naltec is incorrect; (v) breach or violation of any of this Agreement by the Customer; or (vi) commencement of any proceeding, whether voluntarily or involuntarily, relating to the Customer under any law relating to insolvency, bankruptcy or the protection of creditors’ rights generally.

      (b) In the event of default, Naltec may, at Naltec’s sole option and without in any way limiting any other rights and remedies it may have, deactivate Customer’s Service. Naltec shall provide commercially reasonable written notice to Customer before deactivating any Service provided under this Agreement. Naltec will bill Customer and Customer shall pay Naltec for all outstanding charges accrued up to and outstanding on the date of such termination. In all such cases, Naltec shall incur no liability whatsoever. Customer shall be liable for all costs and expenses incurred by Naltec due to default by a Customer, including but not limited to legal costs.

   8. Warranty, Indemnity and Limitation of Liability

      (a) Naltec makes no warranty, either express or implied, representations, guarantees or conditions, including any implied representations, guarantees, conditions or warranties of merchantability and fitness for a particular purpose, non-infringement, satisfactory quality, non-interference, accuracy of information content, or arising from a course of dealing, law, usage, or trade practice, or related to the performance or non-performance of any products accessories, facilities, or services, except as expressly stated in this Agreement, and it is understood and agreed that any other standards of performance, guarantees, conditions and warranties are hereby expressly excluded and disclaimed to the fullest extent permitted by law.

      (b) Naltec shall not be liable to Customer, any user, or other person, nor shall Customer make any claim against Naltec for: (i) any indirect, consequential, incidental or special, exemplary or punitive losses or damages, including without limitation, loss of profits, loss of earnings, loss of business opportunities, or personal injury, however arising; (ii) any acts or omissions of a telecommunications carrier unaffiliated with Naltec whose facilities are used in providing the Services; (iii) defamation, invasion of privacy, slander, libel, harassment or copyright infringement arising from material transmitted or received through the Services; and (iv) infringement of patents or other intellectual property arising from use of the Services or the use of the Services and Equipment in combination with Customer-provided services.

      (c) Naltec does not undertake to transmit messages, but offers the use of the Services to Customer for the transmission of telecommunications services.

      (d) Customer agrees with Naltec that neither Naltec, Naltec’s Suppliers, nor any of their respective affiliates, resellers or agents shall be liable on any basis whatsoever (including in contract and in tort) to Customer or Customer’s customer for any direct, indirect or consequential loss, damage or expense, including, without limitation, loss of profits or revenues, loss of distribution rights, abortive expenditure or damage to property or injury or death to persons arising from or in connection with: (a) any unavailability, delay, interruption, disruption or degradation in or of the space segment or of any telecommunications carried on in the space segment, regardless of cause including, but without limitation, equipment failure or malfunction; or (b) the suspension by Naltec or Naltec’s Suppliers of the mobile earth station’s authorization to use services provided by Naltec or Naltec’s Suppliers, due to any cause whatsoever. Should Naltec be found liable to Customer under this Agreement, IN NO EVENT SHALL NALTEC’S TOTAL LIABILITY IN ANY WAY ARISING FROM THESE TERMS AND CUSTOMER’S CONDITIONS EXCEED AN AMOUNT EQUAL TO THE LAST THREE (3) MONTHS OF PAYMENTS TO NALTEC UNDER THIS AGREEMENT.

      (e) Customer alone shall be responsible for all claims, actions, losses, costs and damages (“Liability”) arising out of or relating to the acts or omissions of Customer in connection with this Agreement. Customer shall indemnify and hold Naltec and its officers, employees, agents, and shareholders harmless from and against all such Liability arising from Customer’s negligence or willful misconduct.

      (f) Naltec shall not be liable for any service outage or degradation in Suppliers’ networks due to satellite malfunction or any other cause. 11100 Endeavor Court, Suite 300, Manassas VA 20109

   9. Customer Purchase Orders/Contracts
      If Customer issues a purchase order or a contract to Naltec for Services, such purchase order or contract will be treated as an administrative document only and will not add to, delete from, or change any of this Agreement. If the issued purchase order or contract is a firm-fixed price contract, Customer agrees to pay Naltec for Services in excess of the amount stated in such firm-fixed price purchase order or contract. Customer agrees to waive any future challenge to the enforceability of any purchase order or contract