TERMS AND CONDITIONS OF DOING BUSINESS WITH vitalASC

All price quotations are FOB point of origin. Verbal price quotes may be considered valid for 24 hours. Written quotations will be supplied as needed and will specify the term for which they remain in effect.

American Sunrex sells OEM products to resellers. We require a reseller or sales-tax exemption certificate on file to remain in compliance with state tax regulations.

Our business hours are 8:00 AM to 5:00 PM PST We are prepared to handle shipments 8:00 AM to 4:00 PM PST. Orders not requiring integration must be placed by 12:00 noon PST to be shipped same day. Orders placed after 3:00 PM PST cannot be guaranteed for same day shipment and will be on a best-effort basis.

Unless otherwise specified, UPS will be used as our standard carrier so most shipments are delivered 1 (one) to 5 (five) business days after shipment. For orders over 70 pounds we may use a different carrier which, unless specified by customer, will be at our discretion. Cancellations must be received 24 hours prior to shipment by American Sunrex. Merchandise refused or returned will be subject to a minimum 15% restocking fee. All return item must be returned within

14 days from invoice day with RMA # and under brand new condition. No refund on any software or merchandise without original packaging.

Unless instructed otherwise by the customer, American Sunrex will insure all outbound shipments and bill the customer for the insurance. Should the product be damaged in transit, American Sunrex will replace said equipment when the damaged equipment has been inspected by the carrier and is returned to a American Sunrex facility. Insurance charges are $0.60 per $100.00 of value. This figure is subject to change.

Should a customer decline insurance, a statement declining insurance must be included on the customer's letterhead. American Sunrex terms are FOB our dock. Should this product be damaged in shipment, it is the customer's responsibility to file claims with the carrier. Claims should be filed immediately. Customer is responsible for any replacement.

Claims for damages or shortages must be made to American Sunrex within 5 (five) working days of receipt of shipment.

All orders for items not in stock can be backordered at customer discretion. Your American Sunrex representative will keep you apprised of the status of your merchandise and must be informed if your requirements change.

All our American Sunrex OEM products carry a one-year warranty. (*Battery's carry 3 Month Warranty)

All applicable warranties from other manufacturers are passed on to the customer. American Sunrex will not handle 3^rd parties customer warranty claims.

American Sunrex makes no warranties, whether expressed or implied, including warranties of fitness or merchantability. American Sunrex shall not be liable for any incidental or consequential damages following the sale of any product. Merchandise that has been replaced by American Sunrex or the manufacturer during the warranty period does not extend the warranty of the original item.

American Sunrex shall not be liable under any circumstances for any special, consequential, incidental or exemplary damages, including but not limited to damages for lost profits, loss of use, lost data, or for any damages or sums paid by the purchaser to third parties, even if American Sunrex has been advised of the possibility of such damages.

American Sunrex offers a complete range of maintenance, support and repair services for our computers. Repair services are performed by trained specialists using the latest in diagnostic equipment.

All inquiries concerning technical support return material authorizations, in or out of warranty repair and supplemental contract options should be directed to American Sunrex Service by phone (909) 839-1985, or fax at (909) 839-0254. The hours of operation are 8:30 AM to 6:00 PM, Monday through Friday, PST.

This policy extends for a period of 14 days from invoice date. Timely testing of equipment upon receipt is important. Remember the 14-day exchange period begins from the date you received the unit and not from the time you open the box.

Replacement or repair of equipment will occur upon receipt of DOA merchandise at the American Sunrex warehouse authorized by customer service. The product will then be replaced or repaired at our discretion. If product is deemed not to be DOA, there will be a minimum $60.00 testing and diagnosis charge. We strongly suggest that if there is a question whether or not the product is defective, you should call American Sunrex Technical Support before returning.

American Sunrex does not offer cross shipments on DOA products. To return defective products sold by American Sunrex, all customers must call American Sunrex for a Return Material Authorization (RMA) number.

RMA numbers issued by American Sunrex service are valid for 14 days from date of issue. Returned goods must be shipped freight prepaid in the original boxes and must include all accessories, manuals, and packing materials. Additional charges will be applied if any of the above items are missing. Product returned to American Sunrex marked COD will not be accepted.

Note: The DOA policy does not cover the physical, visible or hidden damage directly incurred in transit. All damage claims must be handled directly with the delivering carrier (unless insured, see Claims section).

The following RMA procedure applies to all product returns including DOA, in-warranty and out-of-warranty repair, and replacement. When calling American Sunrex Service to request an RMA, please have the following information available:

• Company name
• Copy of American Sunrex packing slip, if available
• Make, model and quantity to be returned
• Serial number of product(s) to be returned
• Detailed explanation regarding nature of the problem

RMA numbers issued by American Sunrex service are valid for 14 days from date of issue. Returned goods must be shipped freight prepaid in the original boxes and must include all accessories, manuals, and packing materials. Additional charges equal to the cost of replacement will be applied if any of the above items are missing. Product returned to American Sunrex marked COD will not be accepted.

All repair and exchanged units will be shipped back to the customer freight prepaid. FOB Walnut, CA.

You must include a copy of your packing slip for your RMA to be processed. RMA numbers must be prominently displayed on the shipping label of all boxes containing returned goods.

DO NOT WRITE OR MARK ON THE ORIGINAL BOXES. Writing on the original box might result in rejection of your returned product(s).

The ship-to address for returned materials is:

671 Brea Canyon Road, Suite #1 Walnut, CA 91789 U.S.

Warranties on all products sold by American Sunrex are void if the product is tampered with or modified in any fashion.

American Sunrex does not issue cash refunds for returned products.

If credit is approved, it may be used toward future purchases only.

If merchandise returned to American Sunrex for any reason is not in good condition or resellable condition, American Sunrex reserves the right to withhold credit. The customer is responsible for full payment of the original invoice and the replacement if applicable.

In-Warranty Repair Policy

American Sunrex will cover parts and labor for one year from the date of invoice, remember the one-year warranty period begins from the date of the invoice and not from the time your customer opens the box.

American Sunrex does not offer cross shipments on warranty products. To return defective products sold by American Sunrex, all resellers must call American Sunrex for a Return Material Authorization (RMA) number.

RMA numbers issued by American Sunrex service are valid for 14 days from date of issue. Returned goods must be shipped freight prepaid

Merchandise that has been repaired or replaced by American Sunrex Service during the warranty period does not extend the warranty of the original item.

The average repair turnaround time is 10 days from receipt. In some instances offer an expedited warranty replacement program for a fee which guarantees a "like product" replacement unit. Please discuss these options with your American Sunrex sales representative.

Out-of-Warranty Repair

American Sunrex Service offers:

• Custom contract services
• Depot level repair

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AMERICAN SUNREX CORPORATION CREDIT POLICY

American Sunrex desires to establish a working relationship with you as soon as possible. We know that the easier we are to work with, the more business we can do together. Therefore, we will work with you to set up and maintain open credit terms whenever possible.

New Accounts

Initial orders will require prepayment by wire transfer, Company check or, dependent on the ship-to location, COD with a cashiers check is acceptable. If wire transfer, or COD is not possible, then prepayment with Federal Express can be used to accelerate shipment of product. Only with prior approval by the Credit Department will a company check be acceptable and then only if it is for less than $15,000.

Open Account Status

Open Account Status should be applied for while the initial prepaid order is in process. Open account status is applied for by submitting a completed Sales-Credit Application which must include the following:

• At least one bank reference with verifiable account and loan status.
• Four (4) verifiable trade references with at least six (6) months credit activity at or above the business level being applied for with American Sunrex.
• A copy of reseller or sales-tax exemption certificate. (See Multi-jurisdiction Sales Tax Exemption Certificate.)
• Current financial statements must accompany credit applications or establishing open account credit of $10,000 or more.
• A signed personal guarantee helps accelerate credit approval and is sometimes required to establish open account status.

A faxed list of credit references is acceptable but American Sunrex must receive an application signed by an officer or authorized representative with a corporate title. Allow 20 days for approval so all credit references have time to respond.

Customers with Open Account Status

Customers with an approved American Sunrex Sales-Credit Application will be extended Net terms of 30 days from date of shipment/invoice.

The credit line limit will be set when open account credit has been approved by the Credit Department, and periodically reviewed for adjustment (up or down).

Returned Checks and Delinquent Accounts

A customer with a check returned to our bank for insufficient funds will be charged a $50.00 bad check charge and the account will be put on "Shipment-Hold" until all amounts due are paid in full by a wire transfer or a Federal Express cashiers check.

Any customer with an open invoice more than fifteen (15) days past due will be put on "Shipment-Hold" until the account is brought current. Subsequent orders will be put on COD status until an open account status can be reestablished.

If an account becomes thirty (30) days past due it will be placed in collection and reviewed for legal action.