1.  'Seller' shall mean a business component of UnitedPRO, Inc. located at 998 S San Gabriel Blvd, Pasadena, CA 91107. By purchasing products from Seller through electronic, phone, paper, or any other form of transmission, Buyer confirms that the following terms and conditions apply to Buyer's purchase of our products. Even if Buyer sends Seller another form of agreement, or modifications to this agreement, and Seller does not respond, these terms will be the terms of Seller's agreement. If Buyer does not agree with these terms, please contact UPI to discuss modifications. Any modifications must be in writing and signed by Seller.

2.  PRICE & QUOTATION. Product prices are determined by written confirmation Buyer receives from Seller, including but not limited to prices stated on UPI official website. Verbal price quotations are subject to review and may not be honored by Seller. Modification to product price are not allowed, unless agreed in writing and signed by the Seller. All quotations are valid for 30 days, unless otherwise stated.

3.   INSTALLATION, MAINTENANCE, PRODUCT TRAINING AND OTHER SERVICES. Product price quoted by Seller does not include any on-site installation, training, maintenance, or service unless specifically stated otherwise.

4.   LIMITED WARRANTY. Seller warrants product of its own manufacture against defective workmanship and material for a period of 30 days from the date of shipment unless specifically stated otherwise. Buyer's failure to conform to Seller's specifications regarding installation, maintenance, and usage will invalidate warranty. Any defective parts or products must be returned to the Seller's designated facility for repair or replacement at the discretion of the Seller. This is Buyers exclusive remedy for breach of warranty. All non-conforming parts should be returned to seller's designated facility within 30 days from the date of shipment. THIS LIMITED WARRANTY IS GIVEN TO THE ORIGINAL PURCHASER. THE ORIGINAL PURCHASER IS NOT ENTITLED TO EXTEND OR TRANSFER THIS WARRANTY TO ANY OTHER PARTY UNLESS SPECIFICALLY STATED OTHERWISE. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.   LIMITATIONS OF CLAIMS. Seller will not be responsible for any harm arising out of Buyer's purchase, possession or use of any products supplied by Seller, Buyer's use of any function on Seller's websites or any technical advice Seller may offer, except as agreed in the Limited Warranty set out above. SELLER WILL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES. INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, COST ANY SUBSTITUTE FOR THE PRODUCTS BUYER BOUGHT, CLAIMS OF THIRD PARTIES OR INJURY TO PERSON OR PROPERTY.

6.   ORDER CANCELLATION. Buyer must notify Seller of any cancellation of confirmed orders in writing. All orders cancelled will be subject to a 30% cancellation charge unless arranged otherwise. All cancellation charges are due to Seller within 30 calendar days after the cancellation. All orders made specifically made for a Buyer are Non Cancellable/Non Returnable and cannot be cancelled or returned for any reason other than manufacturer defect.

7.   RETURNS. Buyer should not return product unless authorize by Seller in writing and accompanied by a return merchandise authorization (RMA) number. Buyer is responsible for all expenses of return product's freight. Seller will not issue credit for any returned product after the date that is thirty (30) calendar days after the date of shipment. All costs incurred by Seller prior to shipment shall be invoiced to and paid by the Buyer. Seller reserves the right to assess a 30% restocking fee for all returned products. All authorization returns must be securely packaged in their original shipping containers. If packaged in any other type of container and loss or damage occurs, additional charges may apply.

8.   DELIVERY. All shipments are FOB origin of shipping points, unless otherwise specified. Delivery dates are approximate only. Seller shall not be liable for delay or failure to make delivery as a result of events beyond Seller's control.

9.   EVENTS BEYOND SELLER'S CONTROL. Seller will not be responsible if Seller cannot perform under this agreement if events beyond Seller's control occur which make it impossible or commercially unreasonable for Seller to perform, including but not limited to so-called 'Acts of God', 'force majeure' events, raw material shortages, labor disputes, fires, floods, accidents, open hostilities, political or governmental insurrections, declaration of national emergencies or of war, governmental regulations, delays in transportation, lack of fuel, or failure of machinery or apparatus.

10. INTELLECTUAL PROPERTY. Buyer shall make all necessary effort to safeguard Seller's intellectual property, such as patents, firmware, software, designs, and technology, and assumes all liability for patent and copyright infringements. All firmware, software, and hardware designs, as well as tooling or other materials will remain the property of the Seller unless specifically stated otherwise.

11. EXPORT CONTROL COMPLIANCE. Buyer ensures that products, technology or software Buyer receives from Seller are exported by Buyer only in compliance with applicable laws, including U.S. export control laws. Buyer certifies that it will not use or knowingly support the use by others of such products, technology or software in the design, development, production or use of nuclear, chemical, or biological weapons or ballistic missiles.