These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by NCT to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and NCT have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of NCT in the United States. Any waiver by NCT of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Florida. The venue for any disputes arising out of any sales agreement shall be, at NCT's sole and exclusive option, Pinellas County, Florida or the courts with proper jurisdiction at Buyer's location.

All Sales Transactions Exclude The Application Of The 1980 United Nations Convention On Contracts For The International Sale Of Goods, If Otherwise Applicable.