Customer agrees to purchase the Equipment from QA Group, LLC ("Seller") pursuant to the applicable Customer Quotation (the "Quotation"), including the following terms and conditions:

1. PURCHASE PRICE. Customer shall pay to Seller the purchase price for each item of Equipment (plus any taxes imposed thereon) as set forth in the Quotation. Customer hereby grants Seller a security interest in the Equipment as security for its obligations hereunder.
2. DISCLAIMER OF WARRANTIES. SELLER MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any oral statements about the Equipment do not constitute warranties, shall not be relied upon by Customer and are not part of this Agreement. To the extent possible, Seller shall pass to Customer the benefits of any warranties from the supplier or manufacturer of the Equipment.
3. SOFTWARE. The Equipment includes any software provided therewith. Software shall remain the property of its licensor, and Seller shall transfer to Customer such rights to use the software as Seller has and is permitted to transfer under applicable law and licensing agreements. The terms and conditions of any Software License Agreement covering the software are incorporated herein by reference and supersede anything to the contrary herein, and Customer agrees to the bound by such terms and conditions, particularly, those limiting the use and transfer of the software. Except as otherwise permitted therein, Customer shall use the software only with the Equipment and shall not copy, remove, sublicense, rent, transfer, assign, sell, alter, modify or encumber the software without Seller's prior written consent. In no event shall Customer copy the software without reproducing and including on each copy, any copyright notice and proprietary rights legend appearing in or on the original software. Software is warranted only to the extent provided for directly by the licensor. SELLER MAKES NO INDEPENDENT WARRANTY AS TO THE PERFORMANCE OF THE SOFTWARE.
4. DELIVERY. All Equipment is provided FOB the nearest Seller technical center. Shipment will be made as specified by Customer and at Customer's expense. Equipment shall not be shipped via mail. Customer shall reimburse Seller for any shipping expenses incurred by Seller.
5. FINANCING STATEMENTS; POWER OF ATTORNEY. Customer hereby irrevocably appoints Seller as Customer's attorney-in-fact, with full power of substitution to execute and file on behalf of Customer any financing statement and any related continuation statement covering the Equipment.
6. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The terms and conditions set forth herein and in the Quotation, constitute the entire agreement between Seller and Customer with respect to the Equipment, and shall not be amended except in writing signed by both parties. Customer shall provide Seller with such charter documents, by laws, corporate resolution, opinions of counsel, financial statements, executed software sublicense agreements, and other documents (including UCC financing statements and other documents for filing and recording) as Seller shall request from time to time. If more than one Customer is named in this Agreement, the liability of each shall be joint and several. Customer represents that Equipment is being purchased for business purposes and agrees that under no circumstances shall this Agreement be construed as a consumer contract. Any failure of Seller to require strict performance by Customer or any waiver by Seller shall not be construed as a waiver of any other breach of the same or of any other provision.
7. ATTORNEYS FEES. In the event of any action to enforce this Agreement, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys fees.