EXHIBIT A

TERMS AND CONDITIONS OF SALE

1. Taxes, Shipping. The Purchase Price specified on the first page of this Agreement includes taxes but does NOT include shipping. Any such charges shall be subject to all changes due to any shipping rate or other changes outstide the control of Seller, and in such event the Buyer shall pay all insurance, taxes, shipping charges, storage charges, and other costs or expenses relating to its receipt, transfer, sale and use of the Product. In addition, Buyer shall pay any storage charges incurred by Seller if Buyer is not ready to accept the Products, when it is ready to be delivered.

2. Shipment Risk of Loss. Seller will ship the Products F.O.B. _____________ (“Seller’s Facility”). Risk of loss, damage or destruction of or to any Product(s) passes to Buyer upon delivery of the Product to Shipping Company at Seller’s Facility.

3. Warranties. See Product Warranty terms and conditions attached.

4. Disclaimers. EXCEPT FOR THE PRODUCT WARRANTY ATTACHED, SELLER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER, EXPRESSED OR IMPLIED, ORAL OR IN WRITING, WITH RESPECT TO THE PRODUCT. ANY LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM BUYER’S, ITS AGENTS’ OR ANY CUSTOMER’S INSPECTION, DELIVERY, PICK-UP, OR PURCHASE SHALL BE THE SOLE RESPONSIBILITY OF BUYER.

5. Defective Products. THE SELLER’S OBLIGATIONS, AND BUYER’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT, SHALL BE THE REPAIR OR REPLACEMENT OF A PRODUCT WHICH DOES NOT MEET THE WARRANTIES SET FORTH IN SECTION 3, AT SELLER’S SOLE COST. SELLER SHALL MAKE SUCH REPAIR OR REPLACEMENT AS NECESSARY TO BRING THE PRODUCT IN CONFORMANCE WITH THE SELLER’S PUBLISHED SPECIFICATIONS FURNISHED WITH THE PRODUCT, PROVIDED (I) THE WARRANTY IS NOT EXCLUDED, (II) BUYER PROMPTLY NOTIFIES SELLER OF THE FAILURE IN WRITING WITHIN THE WARRANTY PERIOD, (III) THE DEFECTIVE PRODUCT IS RETURNED TO SELLER WITH TRANSPORTATION CHARGES PREPAID BY BUYER, (IV) SELLER’S EXAMINATION OF SUCH PRODUCT SHALL DISCLOSE TO ITS SATISFACTION THAT SAID DEFECTS EXISTS AND SELLER MUST BE ABLE TO REPRODUCE SUCH DEFECTS IN THE PRODUCT. SELLER RESERVES THE RIGHT TO CHANGE ITS WARRANTY PROVISIONS AT ITS SOLE DISCRETION AT ANY TIME WITH OR WITHOUT PRIOR NOTIFICATION OF SUCH CHANGE.

6. Return of Products. Products may not be returned after receipt by Buyer unless (i) the Products are defective and the requirements set forth in Section 5 are satisfied or (ii) Seller consents in writing to such return, the Buyer pays for the transportation costs to return the Products to the Seller and the Buyer pays a restocking charge to be determined by the Seller of not less than twenty-five percent (25%) of the Purchase Price.

7. Buyer Default. Buyer shall be in default under this Agreement upon the failure of Buyer to observe or perform any of Buyer’s agreements herein contained. In the event of default by Buyer, Seller shall be entitled to collect from Buyer all costs, fees and expenses incurred to enforce its rights hereunder, including, without limitation, court costs and legal fees whether or not necessary to bring suit. In the event Buyer's account becomes past due, or Seller otherwise reasonably deems itself insecure, Seller may, in its sole discretion, suspend, interrupt or end the performance of its obligations under this Agreement. In such event, Buyer may be required to post a deposit or such other security, as Seller deems necessary, in order for Seller to resume the performance of its obligations under this Agreement. In the event that a billing dispute should arise, Buyer must notify Seller in writing no later than 10 days after receipt of the disputed invoice. Buyer must state in detail the nature of the claim, the amount in question and must provide supporting documentation. Upon receipt of claim, Seller will investigate the claim and respond in writing no later than 45 days thereafter. All determinations of Seller with respect to such disputes shall be final.

8. Limitation of Liabilities. In no event shall Seller be liable for loss of profit, indirect, special, incidental, exemplary, punitive or consequential damages arising out of any breach of this Agreement or obligations under this Agreement. Without limiting the foregoing, Seller shall not be liable for any damages caused by delay in delivery, installation or furnishing of the Product. Notwithstanding anything to the contrary contained herein, Seller’s liability under this Agreement shall in no event exceed the per unit Purchase Price under this Agreement for the Product that is the subject of any claim. The provisions of this Section shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, or tort (including, without limitation, negligence).

9. Force Majeure. Seller shall not be liable for any delay or interruptions in performance under this Agreement, which is caused by any condition that is beyond the control of the Seller, including, without limitation, strikes, riots, acts of terrorism, acts of God, failure of power, telecommunications or connectivity failure, computer malfunctions, restrictive governmental laws or regulations and unavailability of materials and goods used in the Products. Without limiting the foregoing, delivery dates constitute Seller’s best estimates, and Seller shall not incur any liability to Buyer in the event the Product is not delivered by the estimated delivery date.

10. Cancellation of Orders. Orders may not be cancelled after the order is received by Seller (but prior to shipment by Seller) unless Seller consents in writing to such cancellation. Cancellation will be granted only on terms indemnifying Seller against any loss resulting from such action and on such other terms determined by Seller and at the sole discretion of Seller.

11. Notices. Except as provided in these Terms and Conditions, all notices, requests, consents, demands or other communications given by Seller to Buyer or by Buyer to Seller shall be in writing and shall be deemed duly given and received (a) upon personal delivery to the party to whom it is directed; (b) seven days after being sent by certified or registered mail return receipt requested, to the party to whom it is directed, postage and charges pre-paid; (c) one business day after being sent by express overnight delivery by a national carrier to the party to whom it is directed; (d) upon being transmitted by facsimile or email to the party to whom it is directed so long as the sender retains the confirmation copy indicating that the facsimile was received by the party to whom it is directed; or (e) upon actual delivery followed by the sending of an acknowledgment of receipt if sent by electronic mail or any other electronic means (electronic mail or any other electronic means shall constitute a writing). All notices, requests, consents, demands and other communications shall be addressed (i) to Seller: at the address of its corporate headquarters provided above on the first page of the Purchase Quote and Agreement and (ii) to Buyer: at the address provided by Buyer to Seller. Buyer or Seller may change its address from time to time by providing notice to Seller in the manner set forth above.

12. Assignment. Buyer may assign this Agreement only with the written consent of the Seller in its sole discretion, and any assignment without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

13. Retention of Title. The Products shall remain the property of the Seller until Buyer’s complete payment of the Purchase Price, or as otherwise agreed. Notwithstanding the foregoing, Buyer does not acquire any property or proprietary rights in software, technical data, know-how, processes, algorithms, code, users manuals, documentation, or applications incorporated, embedded, included or otherwise provided in or with the Product (referred to herein as “Product Technology”), other than the right to use the Product Technology with the hardware. The Seller remains the exclusive owner of any intellectual or industrial property rights relating to the Product Technology and any and all trademarks represented by Seller’s company name, logos, and product names. The Product Technology is protected by patent, copyright and trade secret laws. Buyer shall not copy or duplicate, remanufacture, translate, reverse engineer, decompile, or disassemble, nor shall Buyer permit any other person, including customers or end users, to copy or duplicate, remanufacture, translate, reverse engineer, decompile, or disassemble, all or any part of the Product or other Product Technology, in any manner.

14. Equitable Relief. Buyer acknowledges and agrees that Seller may suffer irreparable harm which is not easily measured in monetary terms if Buyer breaches the terms of Sections 3 or 14 of this Agreement, and Buyer agrees that, in addition to all remedies (monetary and non-monetary) available to Seller upon any such breach, Seller shall be entitled to seek and receive temporary and permanent injunctive or similar equitable relief to immediately cause Buyer or any customer of Buyer to cease the conduct that violates such Sections. Buyer agrees that it will not object to the granting of such relief, will not attempt to assert an affirmative or other defense, and will fully cooperate with Seller. The parties agree any such relief shall be granted without the posting of a bond or other monetary requirement by Seller.

15. General. (a) If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. (b) The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder. (c) In the event of a conflict between the first page of this Agreement and any of the Terms and Conditions, the first page shall control. (d) This Agreement may only be amended in writing signed by all parties hereto and any condition to a party’s obligations hereunder may only be waived in writing by such party. (e) Buyer hereby consents to the exclusive jurisdiction of, and venue in, all state and federal courts in the state in which Seller is located as set forth in the first page of this Agreement. If requested by Seller, Buyer also agrees to binding arbitration in such jurisdiction to settle any disputes, such arbitration to be governed by the rules then in effect for the American Arbitration Association. (f) This Agreement may be executed in counterparts, all of which together shall constitute the same instrument. (g) This Agreement and the performance hereunder shall be governed by the law of the State of New Jersey, without regard to its principles of conflicts of laws (h) Any reference made to trade terms (such as F.O.B. or “Free on Board”) is deemed to be made to the relevant term of Incoterms published by the International Chamber of Commerce. Any reference made to a publication of the International Chamber of Commerce is deemed to be made to the version current at the date of this Agreement. (i) The headings and other captions in these Terms and Conditions are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms and Conditions. Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the context may require. (j) The provisions of these Terms and Conditions which by their nature are reasonably intended to survive any expiration or termination of Seller and Buyer’s relationship with one another shall survive such expiration or termination.

16. Unclaimed Systems. If the System is manufactured and completed pursuant to a fifty percent (50%) deposit and the Customer has not scheduled installation within three (3) months from the date of completion, all payments made by the Customer shall be deemed forfeited, and the Customer shall relinquish any and all rights to the System. In such event, no refunds, credits, or compensation of any kind shall be issued, and ownership of the System shall remain solely with Tudelü.