EXHIBIT A

TERMS AND CONDITIONS OF INSTALLATION

1.Site Ready for Installation. Buyer shall make sure that the installation site is ready and prepped for installation (i.e. not still under construction). In the event the installation site is not completely prepped for installation at the time of Installer’s arrival and intended delivery, then Installer will have to reschedule and Buyer will be charged a rescheduling fee as solely determined by Installer. Furthermore, Buyer shall be responsible for any logistics or storage costs incurred by Installer or Seller based on such rescheduling.

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. 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, Installer 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 Installer otherwise reasonably deems itself insecure, Installer 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 Installer deems necessary, in order for Installer to resume the performance of its obligations under this Agreement.

4. Limitation of Liabilities. In no event shall Installer 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, Installer 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 Delivery & Installation 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).

5. Force Majeure. Installer 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 Installer, 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 Installer’s best estimates, and Installer shall not incur any liability to Buyer in the event the Product is not delivered by the estimated delivery date.

6. Notices. Except as provided in these Terms and Conditions, all notices, requests, consents, demands or other communications given by Installer to Buyer or by Buyer to Installer 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 Installer: at the address of its corporate headquarters provided above on the first page of the Delivery and Installation Agreement and (ii) to Buyer: at the address provided by Buyer to Installer. Buyer or Installer may change its address from time to time by providing notice to Installer in the manner set forth above.

7. Assignment. Buyer may assign this Agreement only with the written consent of the Installer 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.

8. Retention of Title. The Products shall remain the property of the Seller until Buyer’s complete payment of the (Purchase Price and) Installation Price, or as otherwise agreed.

9. 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 Installer is located as set forth in the first page of this Agreement. If requested by Installer, 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 Installer and Buyer’s relationship with one another shall survive such expiration or termination.