LAST UPDATED: June 9, 2011

THE TRANSACTION CAPABILITIES OF THIS SOFTWARE ARE FOR THE USE OF CUSTOMERS ONLY, SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE CURRENT AGREEMENT. BY LOGGING ON AND USING THE SOFTWARE, YOU AGREE TO ALL OF THE CURRENT TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT, AND THE TRADE WINGS PRIVACY POLICY AS WELL. IF YOU DO NOT AGREE TO THESE TERMS, CONDITIONS AND POLICIES, PLEASE DO NOT USE THIS SOFTWARE. BY USING THIS SOFTWARE YOU WILL HAVE IRREVOCABLY AGREED TO THESE TERMS AND CONDITIONS.

This agreement describes the terms and conditions for use of this software. Trade Wings, Inc. may amend this agreement at any time by posting the amended terms on this page. This agreement may not be otherwise amended except in writing signed by both parties.

1. Eligibility for Use.

The services on this software are available only to companies, or individuals, who can form legally binding contracts under applicable law. If you do not qualify, you cannot use the services offered on this software. Trade Wings, Inc. may refuse all or part of its services to anyone at any time at its sole discretion.

2. You as a Customer.

(a) Terms.

As a customer, if your offer to buy a stated quantity of a specified item for the stated price is accepted by Trade Wings, Inc., then you will be obligated to complete the transaction, subject only to the conditions stated in this agreement. Your offer to buy the stated item shall continue to be outstanding until the offer is modified or retracted by you. Such modifications or retractions cannot be made after Trade Wings, Inc. has accepted your offer to buy. Trade Wings, Inc. shall have two (2) business days after accepting your offer to confirm the availability of the item you have ordered. Trade Wings, Inc. will notify you of the availability of such item within such period. If there is availability, you must complete the transaction. Trade Wings, Inc. at that time will advise you of the scheduled ship date for the item. You may not delay or cancel any shipment date after Trade Wings, Inc. notifies you of the availability of the item. If there is no availability or the available quantity is less than your offer to buy, you have an option to either accept the lesser quantity or cancel the contract.

If you have an approved credit account on file with Trade Wings, Inc., payment of the agreed purchase price will be due upon your receipt of the item (by check, money order or wire transfer) based on the terms agreed to within the purchase contract. If you do not have an approved credit account on file with Trade Wings, Inc., payment terms for the agreed purchase price will be by check, money order or wire transfer in advance of shipment. Trade Wings, Inc.’s prices do not include any taxes, freight, handling, duty (for export or otherwise) or other similar charges, payment of which you will be solely responsible. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. Trade Wings, Inc. reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of your credit worthiness or should you fail to fulfill any obligation when due.

In the absence of prior agreement as to shipping, Trade Wings, Inc. will select the carrier and bill the customer for incurred freight, duties and fees as determined reasonable by Trade Wings. Trade Wings, Inc.’s responsibility for any loss or damage ends, and title passes, when Trade Wings, Inc. delivers the items to the carrier at Trade Wings Shipping Dock, to you, or to your agent, whichever occurs first.

Trade Wings, Inc. will not be liable for any failure or delay in its performance or in the delivery of shipment of any items, or for any damages suffered by you by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with Trade Wings, Inc.’s supplier’s failure to provide, or delay in providing, such items to Trade Wings, Inc., any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies or any other cause or causes beyond Trade Wings, Inc.’s reasonable control.

(b) Returns.

You may return to Trade Wings, Inc. any item you purchased which is found to be either nonconforming or nonfunctional, provided that (i) you obtain a return material authorization from Trade Wings, Inc. prior to returning the purchased item and (ii) the purchased item is returned within five (5) days of the date you receive the items from Trade Wings, Inc. The returned item must be in the same condition and inner packaging in which it was shipped to you. Trade Wings, Inc.’s decision regarding the condition of the returned items will be final. Return material authorization and instructions may be obtained by emailing your request to RMAapprovals@tradewings.com. Trade Wings, Inc. will have no responsibility for any return sent without an authorization. You will pay, or refund the amount of, all freight and shipping charges for any returned items. If you don’t return the items or notify us of any problem (such as non-conformity, non-functionality or incorrect manufacturer, quantities, date codes or part numbers) within five (5) days of the date you receive the items from Trade Wings, Inc., you will be deemed to have accepted the item. If the purchased item is properly returned, the product shall first be replaced if available or the purchase price will be refunded or credited, at Trade Wings, Inc.’s sole option. This shall be your sole and exclusive remedy for any breach of any warranty provided in this agreement. These terms may be modified for specific customers, in the event a Master Agreement (Contract) is in place between the customer and Trade Wings, Inc.

(c) Disclaimer.

EXCEPT AS SET FORTH IN THIS AGREEMENT, ALL ITEMS ARE SOLD IN THEIR “AS IS” CONDITION, WITHOUT FIRMWARE OR SOFTWARE LICENSES, AND ARE BEING TRANSFERRED TO YOU WITHOUT ANY REPRESENTATION WHATSOEVER AS TO THEIR QUALITY OR FUNCTIONALITY. TRADE WINGS, INC. HAS VISUALLY INSPECTED THE PRODUCT, BUT NOT NECESSARILY TESTED THEM FOR PERFORMACE. YOU UNDERSTAND THAT TRADE WINGS, INC. HAS DISCLAIMED ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY WARRANTY REGARDING YEAR 2000 COMPLIANCE, ROHS COMPLIANCE, NON-INFRINGEMENT, AND OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, UNLESS SUCH WARRANTY IS STATED ON A PURCHASE ORDER AGREEMENT OR SALES ORDER AGREEMENT. YOU FURTHER UNDERSTAND THAT TRADE WINGS, INC. SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST BUSINESS, OR COST OF PROCUREMENT OF SUBSITIUTE GOODS OR SERVICES IN CONNECTION WITH ITEMS YOU PURCHASE.

(d) Export Regulations.

Any or all products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such regulations or restrictions. Any or all products may have been imported. Country of origin information is as provided to Trade Wings, Inc. by its suppliers and is, where applicable, located on the products themselves to the supplier’s inner most packaging thereof.

3. You as a Seller.

(a) Terms.

As a seller, if your offer to sell a stated quantity of a specified item for the stated price is accepted by Trade Wings, Inc., then you will be obligated to complete the transaction. Your offer to sell the stated item shall continue to be outstanding until the offer is modified or retracted by you. Such modifications or retractions cannot be made after Trade Wings, Inc. has accepted your offer to sell. Upon receiving the notice of acceptance by Trade Wings, Inc. of your offer to sell, you must ship such item to Trade Wings, Inc.’s designated facility within one (1) business day of receiving such notice.

Trade Wings, Inc. will pay you the agreed purchase price for the items bought based upon a Trade Wings accepted Purchase Order terms. Trade Wings, Inc. will pay any applicable sales or use taxes relating to its purchase of your item when applicable. You will be solely responsible for any other taxes, freight, handling, duty (for export or otherwise) or other similar charges. Trade Wings, Inc. reserves the right to modify terms or delay or cancel any shipment or order should you fail to fulfill any obligation when due.

In the absence of prior agreement as to shipping, Trade Wings, Inc. will select the carrier. Trade Wings, Inc.’s responsibility for any loss or damage begins, and title passes, only upon Trade Wings, Inc.’s receipt of the item at the facility designated by Trade Wings, Inc.

You represent and warrant that:

• You have good, clean title without encumbrances for each item;
• Each item has been paid in full by you;
• You are the original purchaser or manufacturer of each item;
• You originally purchased each item for your own operating needs, (i.e. not for resale) directly from the manufacturer or an authorized distributor;
• Each item has been handled and stored in accordance with accepted industry practices (ANSI 20:20-2007)
• The part number, manufacturer, condition, and date code of each item you list for sale are accurate;
• You are not aware of any item being defective or nonconforming to manufacturer’s published specifications and the items being offered for sale are fully operational and in their original unit packaging.

Within thirty (30) days after your shipment is received by Trade Wings, Inc., Trade Wings, Inc. may return any item which is found to be nonconforming, nonfunctional or in breach or your representations and warranties in this agreement. If any item is returned, you will immediately refund the full purchase price including freight, duties and handling fees to Trade Wings, Inc.

4. Remedies.

Without limiting any other remedies available at law or in equity, Trade Wings, Inc. may suspend or terminate your account if you are found (by conviction, settlement, or otherwise) to have engaged in fraudulent activity in connection with this software or if you breach any provisions.

5. Representation.

You represent and warrant and covenant that you are authorized to and have the right to enter into this agreement and that you neither have made nor will make any contractual or other commitment which would conflict with your performance under this agreement. Any of the items Trade Wings, Inc. buys or sells may be subject to export or resale restriction or regulation under U.S. law, and by making an offer to buy from, or sell to, Trade Wings, Inc. any item you acknowledge that that you are complying with these laws and will continue to do so. You acknowledge that the use or export of technology or software contained in any item may be restricted by the manufacturer or licensor of such item, technology or software, or by applicable law or regulation, and you agree to comply with all such restrictions. Trade Wings, Inc.’s ability to complete any transaction is subject to your compliance with applicable law, including but not limited to U.S. laws and regulations governing the export of goods and technology. The items sold by Trade Wings, Inc. are not intended for, and by making an offer to buy them you promise that they will not be used in, life support systems, human implantation, space level products, military products, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. If you break this promise, you agree that you will pay for any loss, cost or damage which may result to Trade Wings, Inc.

6. Indemnification

You hereby agree to release, indemnify, defend and hold harmless Trade Wings, Inc., its officers, directors, partners, shareholders, agents, employees, successors, assignees, and any owned, controlled and/or affiliated subsidiary, company or corporation now existing or hereafter constituted, from and against any and all claims, suits actions, losses, liabilities, damages and costs, including, but not limited to, litigation costs, expenses (including but not limited to litigation costs and expenses and reasonable attorneys’ fees) arising out of or which may result from: (i) any breach by you or any representation, warranty, covenant, or term of this agreement; or (ii) any act or omission by you, your officers, directors, employees or agents in any way related to this agreement; or (iii) any failure by you to comply with any applicable law, rule, order, decree or regulation; or (iv) any claim for product liability, property damage and/or personal injury, including death, arising out of or relating to your performance under this agreement.

7. Term.

This agreement is effective upon your registration. This agreement will continue until either party terminates the agreement. Upon written notice to Trade Wings, Inc., you may terminate this agreement for any reason upon one (5) business day’s notice. You agree that Trade Wings, Inc., in its sole discretion, will have the right to terminate your access to this software at any time, for any reason, and that Trade Wings, Inc. shall not be obligated to disclose such reason to you. Termination of your access to this software is sufficient notice of termination of this agreement.

8. Access.

This agreement is not a transfer or a license of any of Trade Wings, Inc.’s rights. By accessing this software, you expressly acknowledge acceptance of the terms of this agreement. Unauthorized access to this software platform is expressly forbidden. This software is protected under copyright laws. Any reproduction or distribution of the software, tools, features, content and information, by, for, or to any third party, is expressly forbidden.

9. Information.

The information you input into this software, including any information you provide to Trade Wings, Inc. during the registration, making an offer to buy or listing items for sale shall be accurate and truthful. Information loaded to the software platform shall be considered general public knowledge, shall be available for data mining, general use and retention by all users of the software.

10. System Integrity.

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of this software. You may not disclose or share your user name or password to any third parties or use your user name or password for any unauthorized purpose. Furthermore, you may not make an offer to sell or buy on this software on behalf of any third party.

11. Breach.

If you breach this agreement or if Trade Wings, Inc. is unable to verify or authenticate any information you provide to us, Trade Wings, Inc. may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access credentials, and/or terminate any of your current offers to buy or listings for sale.

12. General Compliance with Laws.

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your purchase and sale of items.

13. Confidential Disclosure.

You understand and agree that information disclosed through this software includes trade secrets and proprietary information belonging to Trade Wings, Inc. You agree not to copy or disclose to third parties, in whole or in part, any portion of the information and software. You also agree that all user names and passwords supplied to you are non-transferable and may only be used by parties registered under those user names and passwords. The provisions of this Confidential Disclosure section shall survive the termination of this agreement.

14. No Agency.

You and Trade Wings, Inc. are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this agreement.

15. Notices.

Except as explicitly stated otherwise, any notices shall be given by email to info@tradewings.com (in the case of Trade Wings, Inc.) or to the email address you provide to Trade Wings, Inc. during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email is invalid. Alternatively, either party may give the other party notice by certified mail, postage prepaid and return receipt requested, to 130 International Drive, Pease International Tradeport, Portsmouth, NH 03801, Attention: Vice President of Sales (in the case of Trade Wings, Inc.) and the address provided to Trade Wings, Inc. during the registration process (in your case). In such case, notice shall be deemed given 10 days after the date of mailing.

16. Governing Law.

This agreement shall in all respects be governed by and construed in accordance with the laws of the State of New Hampshire. The prevailing party in any legal action or proceeding to enforce this agreement shall be entitled to recover from the non-prevailing party its reasonable attorney’s fees, and related costs and disbursements, incurred in connection with such proceeding or the enforcement of this agreement. Both parties agree to waive trial by jury.

17. General.

Trade Wings, Inc. does not guarantee continuous, uninterrupted or secure access to our software, and operation of this software may be interfered with by numerous factors outside of Trade Wings, Inc.’s control. If any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure of a party to insist upon the performance of any provision of this agreement or to exercise any right or privilege granted that party shall not be construed as waiving any such provision and the same shall continue in force. This agreement shall be binding upon and inure solely to the benefit of each of the parties, and no other persons or entities shall be beneficiaries hereunder or have any rights to enforce any part of this agreement. This agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof.