TERMS & CONDITIONS OF SALE
Cable Prospector

1. Acceptance; Agreement.
This document, including these Terms and Conditions (collectively “Agreement”), supersedes all other agreements, oral or written, and all other communications between the parties suggesting additional or different terms. It represents the final and complete understanding of the parties and may be amended or canceled only by written agreement signed by both parties. This Agreement expressly limits acceptance to these terms; no order shall have any force or effect until acknowledged in writing by Cable Prospector; and any proposal for additional or different terms or any attempt by Buyer to vary in any degree any of the terms hereof is hereby deemed material and is objected to and rejected. No terms of any document or form submitted by Buyer shall be effective to alter or add to the terms and conditions in this Agreement. Unless otherwise stated herein, Buyer’s receipt of any portion of the goods (“Goods”) shall constitute acceptance of this Agreement and all of its terms and conditions.

2. Terms of Payment.
Payment terms are by way of credit card. Shipments and deliveries shall at all times be subject to the continuing credit card verification, upon whose information Cable Prospector may decline to make shipment.

3. Prices.
Prices, including delivery terms, are subject to change without notice to reflect Cable Prospector’s prices at time of shipment and or other costs. Cable Prospector reserves the right to correct any obvious errors in specifications or prices. All amounts owed to Cable Prospector shall be paid without abatement, deduction or set off.

4. Delivery and Transportation Terms.
All Shipments are sold F.O.B. shipping point, with shipping and handling charges included in total delivered selling price.

5. Cancellation.
Acceptance by Cable Prospector of Purchaser’s electronic order submission constitutes a binding contract between the parties which, except as otherwise specifically provided herein, may not be canceled or modified without the parties mutual consent. In the event Purchaser refuses to accept goods ordered, it will be liable for Cable Prospector cancellation charges which shall not exceed the purchase price of the undeliverable goods. Cancellation is not allowed. Refused receipts of purhcased items are subject to:

6. Reel Return.
ALL Reels shipped by Cable Prospector are non-returnable. All reels shipped by cable prospector are the property of the buyer.

7. Taxes.
Purchaser accepts responsibility for self remittance for any sales, use, excise, privledge or other taxes or assessments levied. Prices do not include any sales, use, excise, privilege, or other taxes or assessments now or hereafter imposed or levied by or under the authority of any federal, state, or local law, rule or regulation concerning the Goods sold hereunder or the manufacture or sale thereof. If Cable Prospector pays any such taxes or assessments, Buyer shall, upon demand, reimburse Cable Prospector for such amounts.

8. Risk of Loss.
All risk of loss or damage to Goods shipped hereunder shall pass to Buyer upon delivery thereof to Buyer, to its designated agent, or to a carrier for delivery to Buyer, whichever occurs first.

9. Overruns, Underruns, and Variations.
The allowable tolerance on cable length shall be +/-10% on the order and +/-10% on individual reels or coil lengths.

10. Delivery.
All shipping and delivery dates are estimates and are based upon prompt receipt of all necessary information. Cable Prospector shall not be liable for any claim, loss, expense, or damage of any kind whatsoever for delays in delivery.

11. Warranties and LIMITATIONS ON WARRANTIES.

A. Cable Prospector expressly warrants that the Goods (i) will conform to the descriptions and specifications as acknowledged to the buyer. THESE ARE Cable Prospector ONLY WARRANTIES. Cable Prospector MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY Cable Prospector AND EXCLUDED. B. ALL Sales are final. C. Cable Prospector’ liability to Buyer or anyone claiming through or on behalf of Buyer, with respect to any claim or loss arising out of this transaction or alleged to have resulted from an act or omission of Cable Prospector, whether negligent or otherwise, and whether in tort, contract, or otherwise, including failure to deliver, delay in delivery, or breach of warranty, shall be limited to an amount equal to the purchase price of the Goods or part thereof with respect to which such liability is claimed or, where appropriate and at the option of Cable Prospector, to replacement of the Goods or part thereof. In no case will Cable Prospector be liable for any bodily injury, death, or property damage resulting from or in any way arising out of the goods or their sale, use, or manufacture. IN NO EVENT SHALL Cable Prospector BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF THIS TRANSACTION.

12. Indemnification

Buyer shall indemnify, defend, and hold harmless Cable Prospector against all claims, losses, liabilities, and expenses (including attorneys’ fees), which Cable Prospector may incur or become liable to pay which relate to or in any way arise out of Goods subjected to: (i) improper installation or storage; (ii) accident, damage, abuse, or misuse: (iii) abnormal operating conditions or applications; (iv) operating conditions or applications above the rated capacity of the Goods.

13. Patents.
Provided Buyer has made all payments due hereunder, Cable Prospector shall defend, at its expense, any suit or proceeding brought against Buyer based upon any claim that the Goods or any part thereof infringe any United States patent issued as of the date of Cable Prospector’s quotation and shall pay any damages and costs awarded therein against Buyer, provided that Cable Prospector is notified promptly in writing of such claim and is given full authority, information and assistance by Buyer to defend or settle the suit. If the Goods or any part thereof are deemed to infringe any such patent, Cable Prospector shall, at its expense and sole option either; procure for Buyer the right to continue using said Goods or part; replace them with non-infringing Goods or parts; modify them so they become non-infringing; or remove them and refund the purchase price for them.

14. Force Majeure.
Cable Prospector shall not be liable for any delay in or failure of performance hereunder due to any contingency beyond its reasonable control, including without limitation: an act of God; war; civil commotion; sabotage; labor dispute, explosion; fire; accident; power or equipment failure; inability to obtain suitable or sufficient labor, fuel, power, or material; delay of carrier; embargo; or any law, ordinance, rule, or regulation, whether valid or invalid, including but not limited to priority, requisition, allocation, or price control.

15. Default.
If Buyer is in default or commits a breach of any of the provisions of this Agreement, Cable Prospector shall have the right to cease work hereunder immediately. Further, if Buyer fails to cure such default or breach within ten (10) days after written notice thereof from Cable Prospector, Cable Prospector may terminate this Agreement by written notice to Buyer. If Buyer cures such default or breach within said ten (10) day period, this Agreement shall remain in effect, except for any adjustments to price, delivery terms, or other provision hereof which are necessary or appropriate because of any permitted cessation of work by Cable Prospector.

16. Storage.
In absence of agreed shipping dates, Cable Prospector shall have the right to invoice Buyer and ship the Goods once they are ready for shipment. If Buyer is unwilling to accept shipment of the Goods on the agreed shipping date or as provided in the prior sentence, Cable Prospector may, at its option, place them in storage and bill Buyer for the storage charges. In such case, risk of loss shall pass to Buyer when the Goods are placed in storage, and the date the Goods are placed in storage shall constitute the date of shipment for purposes of beginning the warranty period.

17. Waiver.
Failure of Cable Prospector at any time to require Buyer’s performance of any obligation under this Agreement shall not affect Cable Prospector’ right to require performance of that obligation. Any waiver by Cable Prospector of any breach or default hereunder must be in writing and shall not be construed to be a waiver of any continuing or succeeding breach or default, a waiver or modification of this provision itself, or a waiver or modification of any right under this Agreement.

18. Assignment.
Buyer shall not assign this Agreement or any monies due or to become due hereunder, without Cable Prospector’ prior written consent, and any attempted assignment without Cable Prospector’ prior written consent shall be void and, at Cable Prospector’s option, grounds for termination of this agreement.

19. Governing Laws.
This Agreement shall be construed in accordance with the laws of the jurisdiction of the State of New Hampshire

March 1, 2004

Cable Prospector
53 Old Wilton Rd.
Milford, NH 03055
Ph: 603.249-1349