1.       Definitions. “Goods” means the goods or services described in Cogent's Purchase Order. “Buyer” means Cogent Technologie “Seller” means the supplier furnishing the Goods or services described in Cogent's Purchase Order. “Order” means Cogent’s Purchase Order, these Terms and Conditions of Purchase and any product specification exhibits.2.       Agreement. Cogent’s Order, whether oral, written, or by facsimile is an offer that is expressly conditional on Seller’s assent to these Terms and Conditions of Purchase. Cogent’s offer shall be accepted by Seller and a contract on these terms and conditions entered into upon the transmittal of Seller's Order Acknowledgment or upon the shipment of the Goods, whichever occurs first. COGENT OBJECTS TO AND IS NOT BOUND BY ANY TERMS OR CONDITIONS ON SELLER'S ORDER ACKNOWLEDGEMENT, CONFIRMATION FORMS, OR ANY OTHER DOCUMENTS WHICH ATTEMPT TO IMPOSE UPON COGENT ANY TERMS OR CONDITIONS AT VARIANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN. PAYMENT OR OTHER PERFORMANCE BY COGENT SHALL NOT CONSTITUTE ASSENT TO INCONSISTENT TERMS.3.       Changes. Cogent may, by a written change order, suspend performance in whole or in part, make changes in drawings, designs, specifications, method of shipment, packing, time or place of delivery, require additional work, or direct the omission of work. If any such change order causes an increase or decrease in the cost of, or the time required for the performance of an Order, an equitable adjustment shall be made in the contract price or delivery date and the Order shall be modified accordingly. Any claim for adjustment under the Order shall be deemed waived if not communicated in writing to Cogent within (30) thirty days of the date the change order was received by Seller.4.       Packaging. All shipments to Cogent shall be in standard commercial containers capable of safe delivery to Cogent. No charge shall be made for packaging unless specifically agreed to in writing. All packaging shall bear marking and labels required by applicable federal, state, and municipal laws and regulations.5.       Shipping. Unless otherwise agreed to in writing all Goods shall be shipped F.O.B. Cogent’s factory, freight prepaid at the lowest lawful transportation and insurance rates. The risk of loss, delay, and damage shall be borne by the Seller until the Goods are accepted by Cogent at Cogent’s primary facility. The Parties shall to cooperate to recover from the common carrier for any loss or damage arising out of the transportation of the Goods by the carrier. If the Goods originate outside the United States, Seller shall be the importer of record, with responsibility for obtaining clearance of the Goods through U.S. Customs and payment of any import or export duties and fees.6.       Delivery. Time is of the essence. Over-shipments and shipments arriving substantially earlier than scheduled shall be returned or retained at Seller’s expense and risk. If delivery is not completed by the time promised, Cogent reserves the right, without liability and in addition to any other rights and remedies, to terminate the Order by notice effective when received by Seller.7.       Delays in Delivery and Force Majeure. Seller shall use its best efforts to meet any delivery date(s) quoted in the Order. However, neither party shall be liable to the other for failure to fulfill any promises, representations, or warranties pertaining to delivery dates when such failure is due to unforeseen circumstances or cause(s) beyond its control. Examples of such causes are acts of God, wars, riots, embargoes, acts of military authorities, fires, floods, accidents, strikes, transportation delays, or shortages.8.       Inspection/Rejection. Payment of Seller’s invoice shall not constitute acceptance of the Goods. All Goods shall remain subject to inspection and test by Cogent for a reasonable period of time. If Cogent determines that a shipment is nonconforming Cogent shall have the right to either (1) accept the Goods and adjust payment to compensate for the nonconformity (2) reject the shipment in full or in part and return the rejected Goods at Seller’s expense (3) demand specific performance or (4) procure substitute Goods at Seller’s expense. Seller bears the risk of loss for Goods rejected by Cogent. Cogent’s failure to inspect shall not relieve Seller of any express or implied warranty obligations.9.       Termination. (A) Without Cause. Cogent may terminate its Order in whole or in part at any time without cause upon notice to Seller. If Cogent terminates without cause it will reimburse Seller for the reasonable and necessary direct expenses incurred in connection with the Order and prior to termination. However in no event will Cogent be liable for any loss of profits or other indirect, special, incidental, or consequential damages. (B) With Cause. Cogent may, in addition to any other right or remedy under the law, terminate an Order for cause without incurring liability of any kind to Seller. Cause means, without limitation, Seller’s (1) material failure to comply with the terms of the Order (2) bankruptcy or other similar proceeding (3) assignment or attempted assignment of the Order or (4) failure to give adequate assurances of performance.10.    Price. Cogent will not accept price increases without its express written consent.11.    Taxes. The prices on Cogent’s Order shall include all taxes, duties, fees, and charges except state sales taxes and other taxes imposed on Cogent by law. Seller shall list the amount of state sales tax(s) and any other tax(s) imposed on Cognet by law as separate items on Seller’s Invoice.12.    Payment Terms. After each shipment Seller shall send an invoice to Cogent’s accounting department listing the agreed upon price, quantity, Cogent’s Purchase Order number, a description of the Goods (including serial numbers if applicable), and the date of expected delivery.13.    Seller Represents and Warrants: (A) Compliance. That the Goods furnished hereunder are designed, manufactured, and sold in compliance with applicable Federal, State, and municipal laws, rules, and regulations. (B) Title. That the Goods furnished hereunder have good title and are free of any liens or encumbrances. (C) Specifications. That the Goods furnished hereunder (1) are free from defects in design (except to the extent such defective design is attributable to Cogent), material, and workmanship (2) are merchantable and fit for their particular purpose(s) and (3) conform to applicable specifications, drawings, samples, or other descriptions. Such warranties shall survive delivery, shall not be deemed waived either by reason of Cogent’s acceptance of or payment for the goods, and shall remain in force for a period of time consistent with the normal warranty of Seller. (D)Seller warrants that the prices on Cogent’s Order are not higher than the prices Seller charges other companies ordering similar quantities of the same Goods.14.    Intellectual Property Rights Infringement. Seller agrees to indemnify, defend, and hold harmless Cogent, its directors, officers, employees, and agents against all liability, losses, claims, damages, and expenses arising out of any actual or alleged claim that Goods or services purchased under this Agreement infringe on any intellectual property rights.15.    Confidential Information. Seller shall not, without Cognet’s express written consent, disclose drawings, data, designs, plans, specifications, know how, production methods, or other confidential information belonging to Cogent to anyone not directly involved with the completion of the Order. Confidential information does not include information that is public, the Seller lawfully knew prior to this agreement, or that the Seller could independently discover without the aid of Cogent’s confidential information.16.    Notices. Any notice, demand, or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally, by reputable overnight courier service, or by pre-paid first class mail to the other party's address.17.    Waiver. No failure or delay by Cogent in exercising any right, power, or privilege shall operate as a waiver thereof.18.    Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties, their successors, and assigns.19.    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law or rule, the validity, legality, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.20.    No Assignment. This Agreement and all rights, duties, and obligations thereto shall not be assigned, delegated, or transferred by either party without prior written consent of the other party, which it may withhold or grant in its sole discretion. Any attempted assignment or transfer in violation of this paragraph is void and unenforceable.21.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the conflicts of law principles of such State, except that the United Nations Convention on Contracts for the International Sale of Goods, if otherwise applicable pursuant to such laws, shall be excluded in favor of the Uniform Commercial Code as in effect at the time in the State of Minnesota.22.    Limitation on Actions. Seller may not commence litigation or any other legal action against Cogent for breach of this Agreement unless the suit or action is brought within one (1) year of the date the Goods arrived at Cogent.23.    Entire Agreement. In order of precedence (1) special terms and conditions agreed to in a writing signed by both Parties (2) Cogent’s Purchase Order (3) these T&C (4) specifications and (5) all other exhibits or warranties incorporated by reference constitute the complete Agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement.