MAS - Norsat International Inc. - GS35F0400S

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Attached to: Federal Supply Schedule GS35F0400S Federal contract IDV
Contract number: GS35F0400S
Issued by: GSA Federal Acquisition Service

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Norsat International Inc. Pricelist and/or Vendor Terms and Conditions for GS35F0400S, a Federal Supply Schedule awarded to Norsat International Inc., under Information Technology Schedule 70 (IT-70)

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AUTHORIZED

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

MULTIPLE AWARD SCHEDULE

FSC Code: 7010, J070

Norsat International Inc.

110-4020 Viking Way

Richmond, BC V6V 2L4

Canada

Phone: 604.821.2800 Fax: 604.821.2801 http://norsat.com/

Contract Number: GS-35F-0400S

Period Covered by Contract: May 5, 2006 – May 4, 2026

General Services Administration Federal Acquisition Service

Pricelist current through Modification PO-0053

Products and ordering information in this Authorized Information Technology Schedule Pricelist are also available on the GSA Advantage! System (http://www.gsaadvantage.gov).

Norsat International, Inc. GS-35F-0400S Page 2

604-821-2800

TABLE OF CONTENTS

INFORMATION FOR ORDERING ACTIVITIES

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY NEW EQUIPMENT(SPECIAL ITEM NUMBER

33411)

TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR

SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT (SPECIAL ITEM NUMBER 811212)

Norsat International, Inc. GS-35F-0400S Page 3

INFORMATION FOR ORDERING ACTIVITIES

APPLICABLE TO ALL SPECIAL ITEM NUMBERS

1a. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s).

Special Item No. 33411: Purchase of New Equipment Special Item No. 811212: Computer and Office Machine Repair and Maintenance Special Item No. OLM: Order-Level Materials (OLMs)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.

See GSA Price List

2. Maximum order:

33411: $500,000 811212: $500,000

*Ordering activities may request a price reduction at any time before placing an order, establishing a BPA, or in conjunction with the annual BPA review. However, the ordering activity shall seek a price reduction when the order or BPA exceeds the simplified acquisition threshold. Schedule contractors are not required to pass on to all schedule users a price reduction extended only to an individual ordering activity for a specific order or BPA.

3. Minimum order:

$100.00

4. Geographic coverage (delivery area):

The Geographic Scope of this Contract is domestic and overseas. Shipping Terms are

CONUS.

5. Point(s) of production (city, county, and State or foreign country):

4020 Viking Way, Suite 110 Richmond, BC V6V 2L4 Canada

6. Discount from list prices or statement of net price:

Government prices are net.

7. Quantity discounts:

Norsat Products: None Sinclair Products: 40% for orders over $250,000

Norsat International, Inc. GS-35F-0400S Page 4

8. Prompt payment terms:

Net 30 days – No prompt payment discount "Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions."

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold.

Government purchase Card will be accepted for payment on orders below the micro-purchase threshold.

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold.

Government purchase Card will be considered at the task order level for payment on orders above the micro- purchase threshold.

10. Foreign items (list items by country of origin) See GSA Price List for Country of Origin

11a. Time of delivery:

Sinclair: 33411 30 days for orders of 5 or fewer stock products Orders of more than 5 or custom orders as negotiated at Task Order level

Norsat: 33411 As negotiated at the Task Order Level

11b. Expedited Delivery:

Contact Contractor for availability

11c. Overnight and 2-day delivery:

Contact Contractor for availability

11d. Urgent Requirements:

When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt.

(Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

12. F.O.B. point(s).

Shipping Terms are CONUS. See Price List for Details.

13a. Ordering address:

Norsat International, Inc. GS-35F-0400S Page 5

13b. Ordering procedures:

For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Payment address:

15. Warranty provision.

Product Dependent. See SIN specific terms for warranty details.

16. Export packing charges, if applicable:

Not Applicable

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level).

No additional terms and conditions apply to purchase cards. Credit cards are accepted below the micro-purchase threshold. Credit cards above the micro-purchase threshold will be considered at the task order level.

18. Terms and conditions of rental, maintenance, and repair (if applicable).

See SIN specific terms for services available SIN 811212.

19. Terms and conditions of installation (if applicable).

Products are normally self-installable.

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable).

See SIN specific terms for services available SIN 811212.

20a. Terms and conditions for any other services (if applicable).

21. List of service and distribution points (if applicable).

22. List of participating dealers (if applicable).

23. Preventive maintenance (if applicable).

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants).

None

Norsat International, Inc. GS-35F-0400S Page 6

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and

Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.) The EIT standards can be found at:

www.Section508.gov/.

Contact Contractor for details.

25. Data Universal Number System (DUNS) number.

242460616

26. Notification regarding registration in SAM.gov (formerly the Central Contractor

Registration) database. CAGE Code:

0VA65

Norsat International, Inc. GS-35F-0400S Page 7

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY NEW EQUIPMENT (SIN 33411)

1. MATERIAL AND WORKMANSHIP

All equipment furnished hereunder must satisfactorily perform the function for which it is intended.

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order.

For credit card orders and BPAs, telephone orders are permissible.

3. TRANSPORTATION OF EQUIPMENT

Shipping Terms are for CONUS. See Price List for details.

4. INSTALLATION AND TECHNICAL SERVICES

Offeror’s products are normally self-installable

a. INSTALLATION. When the equipment provided under this contract is not normally self-installable, the Contractor's technical personnel shall be available to the ordering activity, at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment. The charges, if any, for such services are listed below, or in the price schedule:

Not applicable

b. INSTALLATION, DEINSTALLATION, REINSTALLATION. The Davis-Bacon Act (40

U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis- Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act.

The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 33411.

Norsat International, Inc. GS-35F-0400S Page 8

c. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided with the equipment being purchased.

5. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

6. WARRANTY

a. Unless specified otherwise in this contract, the Contractor’s standard commercial warranty as stated in the contract’s commercial pricelist will apply to this contract.

Limited Warranty. The Product will be free from defects in workmanship and materials for a period as defined in the table below, from the date that the Product was first purchased by Customer (the “Warranty Period”).

Product Period

Norsat NewsLink 1 year

Norsat SecureLink 1 year

Standard Norsat Microwave Product 3 years

Customized Norsat Microwave Product 1 year

Standard Norsat Satellite Terminal 1 year

All other 90 days

This Limited Warranty is not transferable. During the Warranty Period, the Product, or if necessary, one or more of the Product components, will be repaired or replaced at Norsat’s option, without charge to Customer for either parts or labor. If the Product (or component thereof) is repaired or replaced during the Warranty Period, the Warranty Period will expire, upon the later of the 91st day after repair or replacement or one year from the date of original purchase.

Based on an agreement between Norsat and a designated Norsat reseller or distributor (the “Distributor”), this Limited Warranty for the Warranty Period shall be honored by either Norsat or the Distributor. In order for Norsat or the Distributor to repair or replace the Product or the component(s) thereof in accordance with this Limited Warranty, Customer must ship the Product or component(s) thereof requiring repair or replacement in a properly protected shipping container such as an anti-static bag, surrounded on all sides with solid foam cushioning of a minimum two (2) inches thick, sealed in a sturdy shipping container.

The Product or component(s) thereof must be shipped to Norsat or the Distributor, as the case may be, together with a “Return Material Authorization” number which number is issued by Norsat’s Customer Service department, clearly visible on the outside of the shipping container.

Customer must ship the Terminal or component(s) thereof via courier or postal service, which can provide proof of delivery. All charges for packaging, shipping, insurance, or any taxes or duties levied, assessed, or imposed in connection with the return of the Terminal or component(s) thereof for repair or replacement under this Limited Warranty is Customer’s responsibility.

Norsat International, Inc. GS-35F-0400S Page 9

This Limited Warranty does not apply to normal wear and tear, or if any component of the Product is opened or repaired by someone not authorized to do so by Norsat, and does not cover repair or replacement of any Product damaged by: misuse, moisture or liquids, proximity or exposure to heat, accident, abuse, neglect, misapplication, electrostatic discharge, mishandling, mechanical alteration, or defects due to repairs or modifications made by anyone other than Norsat. This Limited Warranty does not cover physical damage to the surface of the Product, including cracks or scratches on the monitor screen. This Limited Warranty does not apply to any equipment other than the Product as defined in this Limited Warranty. This Limited Warranty also does not apply if the malfunction results from the use of the Product in conjunction with accessories, products, services or ancillary or peripheral equipment not expressly approved or provided by Norsat specifically for use with Customer’s particular Product, and where it is determined by Norsat that such malfunction is not the fault of the Product itself. Additionally, if malfunction results from the failure of the user to abide by the operating manual, the Limited Warranty may be void, and if it is not void, it shall not apply. Data backup is the responsibility of the user of the Product. Neither Norsat nor the reseller or distributor through whom Customer purchased the Product is responsible for data that may be damaged or lost at any time, including, without limitation data lost or damaged during the use or servicing of the Product. As the Product is designed to operate with satellite communications equipment provided by third party providers, we cannot guarantee or warrant that Customer’s Product access will always be available or that it will always function properly. For this and other reasons, the Product should not be relied upon for the transmission of data relating to emergency or life-threatening or mission critical situations, and Norsat disclaims any liability on its behalf, on behalf of the Distributor for events or damages resulting from such reliance or the failure of the any third party satellite communications service to perform or to be available for Customer use through the Product. Norsat will not be responsible for any warranties or guarantees provided by the Distributor or any other party.

Any repair or replacement pursuant to this Limited Warranty may be requested by Customer from the Distributor.

Norsat does not warrant that any software bundled or included with the Product or sold in connection therewith (the “Software”) will be free of defect or error.

UPDATES OR PATCHES.

(“Updates”) for the Software will be made available to Customer from time to time as Norsat deems appropriate, at no further expense to Customer. The provision of Updates to Customer does not in any way imply or convey to Customer any rights to the Software, or access to feature enhancements, code revisions, or functionality upgrades thereof. Customer shall only have access to Updates during the Warranty Period.

Norsat International, Inc. GS-35F-0400S Page 10

REPAIR OR REPLACEMENT OF THE PRODUCT OR PROVISION OF UPDATES FOR THE

SOFTWARE, AS PROVIDED HEREIN, IS THE EXCLUSIVE REMEDY PROVIDED TO

CUSTOMER. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED AND EXCEPT AS SET OUT HEREIN ALL REPRESENTATIONS,

WARRANTIES, ENDORSEMENTS AND CONDITIONS OF ANY KIND, EXPRESS OR

IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE OR

NON-INFRINGEMENT AND ANY IMPLIED REPRESENTATIONS, WARRANTIES AND

CONDITIONS OF FITNESS FOR A PURPOSE, MERCHANTABILITY, SATISFACTORY

QUALITY, DURABILITY, OR ARISING FROM A COURSE OF DEALING OR USAGE OF

TRADE ARE HEREBY EXCLUDED, INCLUDING ANY IMPLIED WARRANTY OR

CONDITION OF MERCHANTABILITY AND/OR QUALITY OR FITNESS FOR A

PARTICULAR USE OR PURPOSE AND/OR ANY IMPLIED WARRANTY OR CONDITION

OF NON- INFRINGEMENT. NEITHER NORSAT NOR ANY DISTRIBUTOR SHALL IN

ANY WAY BE LIABLE TO CUSTOMER AND CUSTOMER HEREBY WAIVES ANY

INDIRECT, ECONOMIC, SPECIAL, COMMERCIAL, INCIDENTAL, EXEMPLARY OR

CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS,

LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, DAMAGES CAUSED BY

DELAYS OR A FAILURE TO REALIZE EXPECTED SAVINGS AND THE LIKE AND

PERSONAL INJURY OR WRONGFUL DEATH DAMAGES) ARISING FROM OR IN

CONNECTION WITH THE USE OR PERFORMANCE OF THE TERMINAL OR THE

SOFTWARE, EVEN IF A DISTRIBUTOR IS AWARE OF THE POSSIBILITY OF SUCH

DAMAGES. THIS LIMITATION IS INTENDED TO APPLY AND DOES APPLY WITHOUT

REGARD TO WHETHER SUCH DAMAGES ARE CLAIMED, ASSERTED OR BROUGHT

IN AN ACTION OR CLAIM SOUNDING IN TORT (INCLUDING NEGLIGENCE) OR

CONTRACT, OR UNDER WARRANTY, OR UNDER ANY OTHER LAW OR FORM OF

ACTION. ANY EXTERNAL COMPONENTS AND ACCESSORIES PROVIDED WITH THE

PRODUCT ARE PROVIDED “AS IS” OR ARE SUBJECT TO THE LIMITED WARRANTY

SPECIFICALLY APPLICABLE TO SUCH EXTERNAL COMPONENTS AND

ACCESSORIES, IF ANY, AND NEITHER EXTERNAL COMPONENTS NOR

ACCESSORIES ARE, FOR PURPOSES OF THIS WARRANTY, PART OF THE PRODUCT.

CUSTOMER ASSUMES THE RISK OF USING ANY EXTERNAL COMPONENT OR

ACCESSORY NOT PROVIDED AS PART OF THE PRODUCT. IN NO EVENT SHALL

NORSAT'S LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY CLAIMING

THROUGH CUSTOMER OR ON CUSTOMER’S BEHALF EXCEED THE PURCHASE

PRICE OF THE PRODUCT PURCHASED OR THE COST OF REPAIRING OR REPLACING

THE TERMINAL, WHICHEVER IS GREATER.

Waiver by Norsat of any default will not be deemed a continuing waiver of such default or a waiver of any other default.

Norsat International, Inc. GS-35F-0400S Page 11

If a provision of this Limited Warranty is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Limited Warranty, but rather (unless a failure of consideration would result therefrom) the Limited Warranty shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of each party shall be construed and enforced accordingly. It is the express will of the parties that this Limited Warranty and any and all related documents be drawn up in English. In the event that there is any inconsistency between this Limited Warranty and any warranty included in the packaging of the Product, the provisions of this Limited Warranty shall apply to the extent of such inconsistency.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the

Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

d. If inspection and repair of defective equipment under this warranty will be performed at the

Contractor's plant, the address is as follows:

4020 Viking Way, Suite 110

7. PURCHASE PRICE FOR ORDERED EQUIPMENT

The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement, or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less.

8. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer.

9. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT

When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46).

Norsat International, Inc. GS-35F-0400S Page 12

TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE and

REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT (SPECIAL ITEM NUMBER

811212)

1. SERVICE AREAS

a. The maintenance and repair service rates listed herein are applicable to repairs will be made a

Contractor’s facility.

b. When repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant(s) listed below:

4020 Viking Way, Suite 110

2. MAINTENANCE ORDER

a. Agencies may use written orders, EDI orders, credit card orders, or BPAs, for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days from the date of receipt, except that confirmation of orders shall be considered automatic for renewals for maintenance (Special Item Number 811212). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of time not longer than 120 calendar days. If the order is not confirmed by the Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the Contractor.

b. The Contractor shall honor orders for maintenance for the duration of the contract period or a lessor period of time, for the equipment shown in the pricelist. Maintenance service shall commence on a mutually agreed upon date, which will be written into the maintenance order.

Maintenance orders shall not be made effective before the expiration of any applicable maintenance and parts guarantee/warranty period associated with the purchase of equipment.

Orders for maintenance service shall not extend beyond the end of the contract period.

c. Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice, or shorter notice when agreed to by the Contractor; such notice to become effective thirty

(30) calendar days from the date on the notification. However, the ordering activity may extend the original discontinuance date upon written notice to the Contractor, provided that such notice is furnished at least ten (10) calendar days prior to the original discontinuance date.

d. Annual Funding. When annually appropriated funds are cited on a maintenance order, the period of maintenance shall automatically expire on September 30th of the contract period, or at the end of the contract period, whichever occurs first. Renewal of a maintenance order citing the new appropriation shall be required, if maintenance is to continue during any remainder of the contract period.

e. Cross-year Funding Within Contract Period. Where an ordering activity's specific appropriation authority provides for funds in excess of a 12 month, fiscal year period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

f. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of maintenance service, if maintenance is to be terminated at that time. Orders for continued maintenance will be required if maintenance is to be continued during the subsequent period.

Norsat International, Inc. GS-35F-0400S Page 13

3. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS

a. Agencies may use written orders, EDI orders, credit card orders, blanket purchase agreements

(BPAs), or small order procedures for ordering repair service and/or repair parts/spare parts under this contract. Orders for repair service shall not extend beyond the end of the contract period.

b. When repair service is ordered, only one chargeable repairman shall be dispatched to perform repair service, unless the ordering activity agrees, in advance, that additional repair personnel are required to effect repairs.

4. LOSS OR DAMAGE

When the Contractor removes equipment to his establishment for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation.

5. SCOPE

a. The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of this Information Technology Schedule.

b. Equipment placed under maintenance service shall be in good operating condition.

(1) In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity.

(2) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order.

(3) If the equipment was not under the Contractor's responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of Special Item Number 811212 (or outside the scope of this contract).

6. RESPONSIBILITIES OF THE ORDERING ACTIVITY

a. Ordering activity personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of a maintenance order, unless agreed to by the Contractor.

b. Subject to security regulations, the ordering activity shall permit access to the equipment which is to be maintained or repaired.

c. If the Ordering Activity desires a factory authorized/certified service personnel then this should be clearly stated in the task or delivery order.

7. RESPONSIBILITIES OF THE CONTRACTOR

a. For equipment not covered by a maintenance contract or warranty, the Contractor's repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done within 4 hours after notification.

b. If the Ordering Activity task or delivery order specifies a factory authorized/certified service personnel then the Contractor is obligated to provide such a factory authorized/certified service personnel for the equipment to be repaired or serviced, unless otherwise agreed to in advance between the Agency and the Contractor.

Norsat International, Inc. GS-35F-0400S Page 14

8. MAINTENANCE RATE PROVISIONS

a. The Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the ordering activity.

b. REGULAR HOURS The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the ordering activity location.

c. AFTER HOURS Should the ordering activity require that maintenance be performed outside of Regular Hours, charges for such maintenance, if any, will be specified in the pricelist. Periods of less than one hour will be prorated to the nearest quarter hour.

d. TRAVEL AND TRANSPORTATION If any charge is to apply, over and above the regular maintenance rates, because of the distance between the ordering activity location and the Contractor’s service area, the charge will be negotiated at the Task Order level.

None

e. QUANTITY DISCOUNTS

Quantity discounts from listed maintenance service rates for multiple equipment owned and/or leased by a ordering activity are indicated below:

None

9. REPAIR SERVICE RATE PROVISIONS

a. CHARGES. Charges for repair service will include the labor charge, computed at the rates set forth below, for the time during which repairmen are actually engaged in work, and, when applicable, the charge for travel or transportation.

b. MULTIPLE MACHINES. When repairs are ordered by a ordering activity on two or more machines located in one or more buildings within walking distance of each other, the charges will be computed from the time the repairman commences work on the first machine, until the work is completed on the last machine. The time required to go from one machine to another, or from one building to another, will be considered actual work performance, and chargeable to the ordering activity, provided the time consumed in going between machines (or buildings) is reasonable.

c. TRAVEL OR TRANSPORTATION

(1) AT THE CONTRACTOR'S SHOP

(a) When equipment is returned to the Contractor's shop for adjustments or repairs which are not covered by the guarantee/warranty provision, the cost of transportation, packing, etc., from the ordering activity location to the Contractor's plant, and return to the ordering activity location, shall be borne by the ordering activity.

(b) The ordering activity should not return defective equipment to the Contractor for adjustments and repairs or replacement without his prior consultation and instruction.

(2) AT THE ORDERING ACTIVITY LOCATION (Within Established Service Areas) When equipment is repaired at the ordering activity location, and repair service rates are established for service areas or zones, the listed rates are applicable to any ordering activity location within such service areas or zones. No extra charge, time, or expense will be allowed for travel or transportation of repairmen or machines to or from the ordering activity office; such overhead is included in the repair service rates listed.

(3) AT THE ORDERING ACTIVITY LOCATION (Outside Established Service Areas)

Norsat International, Inc. GS-35F-0400S Page 15

(a) If repairs are to be made at the ordering activity location, and the location is outside the service area as shown in paragraph 1.a, the repair service and mileage rates negotiated per subparagraphs 1.a and 8.d will apply.

(b) When the overall travel charge computed at the above mileage rate is unreasonable (considering the time required for travel, actual and necessary transportation costs, and the allowable ordering activity per diem rate for each night the repairman is required to remain overnight at the ordering activity location), the ordering activity shall have the option of reimbursing the Contractor for actual costs, provided that the actual costs are reasonable and allowable. The Contractor shall furnish the ordering activity with a report of travel performed and related expenses incurred. The report shall include departure and arrival dates, times, and the applicable mode of travel.

d. LABOR RATES

(1) REGULAR HOURS

The Regular Hours repair service rates listed herein shall entitle the ordering activity to repair service during the period 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed at the ordering activity location. There shall be no additional charge for repair service which was requested during Regular Hours, but performed outside the Regular Hours defined above, at the convenience of the Contractor.

(2) AFTER HOURS

When the ordering activity requires that repair service be performed outside the Regular Hours defined above, except Sundays and Holidays observed at the ordering activity location, the After Hours repair service rates listed herein shall apply. The Regular Hours rates defined above shall apply when repair service is requested during Regular Hours, but performed After Hours at the convenience of the Contractor.

(3) SUNDAYS AND HOLIDAYS

When the ordering activity requires that repair service be performed on Sundays and Holidays observed at the ordering activity location, the Sundays and Holidays repair service rates listed herein shall apply. When repair service is requested to be performed during Regular Hours and/or After Hours, but is performed at the convenience of the Contractor on Sundays or Holidays observed at the ordering activity location, the Regular Hours and/or After Hours repair service rates, as applicable, shall apply.

REPAIR SERVICE RATES

MINIMUM

CHARGE*

REGULAR

HOURS PER

HOUR**

AFTER

HOURS PER

HOUR**

SUNDAYS/

HOLIDAYS

PER HOUR**

CONTRACTOR’S SHOP $269.50 $269.50 $269.50 $269.50

*MINIMUM CHARGES INCLUDE _1__ FULL HOURS ON THE JOB.

**FRACTIONAL HOURS, AT THE END OF THE JOB, WILL BE PRORATED TO THE

NEAREST QUARTER HOUR.

10. REPAIR PARTS/SPARE PARTS RATE PROVISIONS

All parts, furnished as spares or as repair parts in connection with the repair of equipment, unless otherwise indicated in this pricelist, shall be new, standard parts manufactured by the equipment manufacturer.

11. GUARANTEE/WARRANTY—REPAIR SERVICE AND REPAIR PARTS/SPARE

PARTS

a. REPAIR SERVICE

All repair work will be guaranteed/warranted for a period of - See Section 11(b) below.

Norsat International, Inc. GS-35F-0400S Page 16

b. REPAIR PARTS/SPARE PARTS

All parts, furnished either as spares or repairs parts will be guaranteed/warranted for a period - See Below.

Product Period

Norsat NewsLink 1 year

Norsat SecureLink 1 year

Standard Norsat Microwave Product 3 years

Customized Norsat Microwave Product 1 year

Standard Norsat Satellite Terminal 1 year

All other 90 days

This Limited Warranty is not transferable. During the Warranty Period, the Product, or if necessary, one or more of the Product components, will be repaired or replaced at Norsat’s option, without charge to Customer for either parts or labour. If the Product (or component thereof) is repaired or replaced during the Warranty Period, the Warranty Period will expire, upon the later of the 91st day after repair or replacement or one year from the date of original purchase.

Based on an agreement between Norsat and a designated Norsat reseller or distributor (the “Distributor”), this Limited Warranty for the Warranty Period shall be honoured by either Norsat or the Distributor. In order for Norsat or the Distributor to repair or replace the Product or the component(s) thereof in accordance with this Limited Warranty, Customer must ship the Product or component(s) thereof requiring repair or replacement in a properly protected shipping container such as an anti-static bag, surrounded on all sides with solid foam cushioning of a minimum two (2) inches thick, sealed in a sturdy shipping container.

Norsat International, Inc. GS-35F-0400S Page 17

Additionally, if malfunction results from the failure of the user to abide by the operating manual, the Limited Warranty may be void, and if it is not void, it shall not apply. Data backup is the responsibility of the user of the Product. Neither Norsat nor the reseller or distributor through whom Customer purchased the Product is responsible for data that may be damaged or lost at any time, including, without limitation data lost or damaged during the use or servicing of the Product. As the Product is designed to operate with satellite communications equipment provided by third party providers, we cannot guarantee or warrant that Customer’s Product access will always be available or that it will always function properly. For this and other reasons, the Product should not be relied upon for the transmission of data relating to emergency or life-threatening or mission critical situations, and Norsat disclaims any liability on its behalf, on behalf of the Distributor for events or damages resulting from such reliance or the failure of the any third party satellite communications service to perform or to be available for Customer use through the Product. Norsat will not be responsible for any warranties or guarantees provided by the Distributor or any other party.