TERMS AND CONDITIONS

1.  PAYMENT TERMS:  Subject to credit approval, the Purchaser shall pay within the specified time specified on the invoice.  Systems orders are subject to a down payment with order.  Systems whereinstallation and completion of the project will extend over a period greater than 10 days from date of order will be subject to progressive billing.  In such cases, CMS will invoice for equipment received and assigned to the project.  If requested, each invoice will be accompanied by an affidavit stating that the said equipment is on-hand, insured, and that it will not be used for any other purposes.  Progressive invoices will be due and payable according to our normal credit terms.

2.  PREVAILING TERMS AND CONDITIONS:  The terms and conditions of this Agreement, and the terms and conditions containedin any Appendices to this Agreement, together form the entire purchase order.  Request for quotation, acceptance or other purchasing documents concerning Products which are inconsistent with, different from or in addition to the terms and conditions of this Agreement are void.

3.  APPROVAL OF ORDERS:  This Agreement and all Purchaser purchase orders for Products under this Agreement are subject to acceptance by CMS including, if appropriate, approval by CMS Credit Department.  Upon notice by CMS, Purchaser will furnish CMS such financial information as CMS may reasonably request for this approval.  CMS may, in its discretion, not to be unreasonably exercised, cancel this Agreement at any time if Purchaser fails to meet credit requirements established by CMS.

4.  DELIVERY:  Delivery times shown on the proposal are typical for the quoted equipment but may vary due to equipment availability and installation department workload.  Relevant information regarding delivery and installation scheduling, if applicable, will be provided to you as soon as we receive it.  CMS will not be responsible for delivery delays due to product availability or express shipping charges to expedite delivery.

5.  TRANSPORTATION COSTS:  Unless otherwise provided in this Agreement, the prices for Products indicated in this Agreement exclude all transportation costs, including, but not limited to, freight, insurance and special handling and packaging.  CMS will prepay these costs and invoice them to Purchaser.

6.  TITLE AND RISK OF LOSS:  Title and risk of loss of or damages to any Products will pass to Purchaser upon CMS's delivery of them to the carrier.  All claims for damage to or loss of Products must be made by Purchaser directly to the carrier or the insurance Purchaser.

7.  TAXES:  The prices for Products indicated in this Agreement are subject to taxes, including, but not limited to, sales, excise oruse taxes.  Purchaser shall pay all sales, use, ad valorem, excise and/or any other taxes imposed on either party by virtue of this Agreement.  CMS will invoice Purchaser for any of these taxes CMS is legally obligated to collect from Purchaser.

8.  DEFAULT:  If the Purchaser fails to pay CMS for products when due, then after giving Purchaser reasonable opportunity to cure any default, CMS shall have available all remedies which may be allowed by operation of law.  In the case of CMS's default, the same provisions shall apply regarding opportunity to cure, remedies available, etc.

9.  INSTALLATION:  If applicable, installation will be performed during our normal working hours, 8:30 a.m. - 5:00 p.m., Monday through Friday unless otherwise noted on the proposal.  Installation Schedules must be coordinated through our Installation Department, as well as through Purchaser's facilities management group.  When delivery of all required equipment is confirmed, our Installation Department will contact you to work out a firm installation schedule.  If an installation must be re-scheduled at your request, it will be moved to the next suitable opening in the Installation Department schedule.

10.  CHANGES/RETURNS:  Due to the custom nature of Audiovisual and Video equipment, customer-requested changes once equipment is on-hand or in transit, may result in re-stocking charges to the Purchaser.  Re-stocking charges will be based on the individual manufacturer's return policy.  Any changes to the agreed-upon scope of work defined the proposal must be authorized in writing.

11.  WARRANTY:  For equipment purchases, the manufacturers' warranties apply.  CMS guarantees system installations to be free of defects in materials and workmanship for a period of 90 days from the date of completion.  Defective materials will, at our option, be repaired or replaced at no cost to the owner during the warranty period.  Unless a separate service agreement has been entered into, at the expiration of the 90-day System Warranty period.  All manufacturers' warranties will transfer to the customer with the title of the goods according to their individual warranties by the respective manufacturer.  Service Agreements are available through the CMS.

12.  WAIVER:  Either party's waiver of the other's default in its obligations under any terms or conditions of this Agreement will not in any way limit or affect that party's right to enforce and compel strict compliance with that term or condition at any other time or with any other term or condition.

13.  ENTIRE AGREEMENT:  This Agreement and Appendices to this Agreement supersedes, terminates and otherwise voids any and all prior written and/or oral agreements between the parties with respect to Products.  There are no warranties, representations or understandings of any kind or description whatsoever made by either party to the other, except such as are expressly set forth herein.  Any additional terms or notes appearing on schedules, Proposal Summaries and/or Change Orders are by this reference incorporated in this Agreement.

14.  GOVERNING LAWS: This agreement and the performance hereunder, shall be governed by and construed in accordance with the laws of the State of Tennessee and of the United States (without giving effect to its conflicts of laws principles which might be applicable). Further, in the unlikely event that court proceedings should arise from this agreement, any such actions or proceedings shall be maintained only in the courts of the State of Tennessee sitting in Davidson County, Tennessee, or the Federal District Courts sitting in and for the Middle District of Tennessee.  Such courts shall have exclusive jurisdiction over any such proceedings brought by either party.

15.  GOOD FAITH: The duty to act in good faith is expressly made a part of this agreement.

16.  LIMITATION ON LIABILITY:  Without limitation of any other provision in this agreement limiting or excluding liability of CMS the exclusive damages recoverable by Purchaser for any claim of any kind whatsoever arising from or in any way connected

to any breach of this agreement, or Purchaser's purchase shall not be greater than the actual purchase price paid by Purchaser with respect to which such claim is made, and in no event shall CMS be liable for any special, indirect, incidental or consequential

damages of any kind, including without limitation any damages with respect to loss of income, compensation or prospective profits, any expenditures, investments or commitments of Purchaser, any loss with respect to the establishment, development

or maintenance of business reputation or good will, or any loss incurred in obtaining substitute products, or arising from the claims of third parties.