TERMS AND CONDITIONS
1. GENERAL. Unless specifically agreed to by Seller in writing, all sales of goods by Seller are subject to these terms and conditions. Seller shall not be bound by any inconsistent or additional terms, oral or
printed, whether or not contained in Buyer’s Purchase Order or other communication from it, these terms and conditions may not be added to, modified, or rescinded except by a writing signed by both parties.
Any waiver of these terms and conditions, or any waiver of Buyer’s breach, shall not be deemed to be a waiver of any subsequent Failure or of strict compliance with the performance of each and every item of
these terms and conditions.
2. PRICE. All prices and charges specified herein are subject to adjustment by Seller to the price for such goods in effect on the date of shipment by Seller. Clerical errors are subject to correction by Seller at any
time prior or subsequent to acceptance. Shipments shall be made f.o.b. Seller’s factory. Buyer shall be responsible for all shipping charges. The price specified herein does not include sales, use, excise or similar
taxes. Any such taxes presently applicable or hereafter levied on the sale of these goods shall be paid by Buyer. In lieu of such payment, Buyer may provide Seller with a tax exemption certificate acceptable to the
3. PAYMENT. Buyer shall pay the purchase price at time of placing the order. Buyer shall be liable for all costs of collection, including reasonable attorneys fees and court costs, if any.
4. ALL SALES ARE FINAL. Orders can be cancelled only with Seller’s written consent and then only upon such terms as will protect Seller from any losses. Goods may be returned only: a) with Seller’s prior
written consent which shall be conditioned upon Buyer paying Seller’s then current re-stocking fees; or b) in cases of nonconforming goods where Buyer complies with the following procedures. Buyer shall
inspect the goods immediately upon their arrival and shall within ten (10) days of their arrival, give written notice to Seller of any claim that the goods do not conform. To be effective said notice shall specify in
detail the nature of non-conformity and shall contain a brief description (including quantity) of the non-conforming goods. If the Buyer shall fail to timely give such notice, the goods shall be deemed for all
purposes to conform. Buyer expressly waives any right to revoke acceptance after such ten (10) day period and expressly waives any right to assert a claim arising out of any non-conformity of the goods unless
the foregoing requirements as to notice within such period are met. Any allowable returns shall be in accordance with Seller’s specific instructions.
5. SHIPPING. Seller’s sole shipping responsibility is to deliver the goods to the possession of a carrier which Seller reasonably believes to be appropriate. At such time, risk of loss and insurance responsibilities
pass to the Buyer. Shipping dates are estimated in good faith, but are not guaranteed by Seller. Goods may be tendered in partial shipments. All goods shall be packaged in accordance with standard commercial
practices. Seller may impose a reasonable charge for other packing and/or packaging which is required to comply with Buyers specifications.
6. CHANGES. Seller may reject any change requested by Buyer or to require an equitable adjustment in the event it agrees to any requested change with respect to ii) drawings, designs, or specifications, (ii)
method of shipment, packing, or (iii) place or time of delivery.
7. VARIATIONS. Quantities are subject to normal manufacturer allowances, Seller reserves the right to over ship or under ship in accordance with such standard practices. Standard allowances are plus or minus
ten percent (10.0%). The purchase price will equal the unit price multiplied by the quantity shipped.
8. DEFAULT. If Buyer defaults in the performance of any obligation hereunder, Seller may, at its option, cancel this and any other orders or maintenance agreements from Buyer; or, suspend performance with
respect thereto until such default has been remedied. If at any time Seller, in its sole judgment, shall feel insecure concerning the Buyer’s willingness or ability to make payment, Seller may require full or partial
payment (at its option) in advance, and suspend performance until such payment is received. Failure to furnish payment within ten (10) days after demand by Seller shall constitute a repudiation of the contract by
9. REPRESENTATIONS. Buyer represents that it is a merchant with respect to the goods and that the goods are not purchased as consumer goods. Buyer acknowledges that no other affirmations, warranties, or
representations have been made, none have been relied on and none form the basis of this transaction. With respect to any goods manufactured or sold to meet Buyer’s specifications or design such as where
orders are accompanied by designs, drawings, plans or specifications furnished by the Buyer or his representative, Seller’s sole obligation will be to furnish goods substantially in accordance with such. Under no circumstances will Seller have any responsibility for the suitability, feasibility, adequacy, safety, legality, or patent infringement of any such description, design, drawings, plans or specification.
10. LAWFUL PURPOSE. Buyer may only use the goods for lawful purposes. Transmission of any material in violation of any Federal, State or Local Law is prohibited. This includes, but is not limited to
copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets.
11. LIMITED LIABILITY. Buyer expressly agrees that use of the goods is at Buyer's sole risk. Neither Seller, its employees, affiliates, agents, third party information providers, merchants, licensers, or the like,
warrant that the goods or services associated with these goods, will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the goods. It is the
Buyer’s responsibility to operate, utilize and execute the use of the goods sold by Seller. Buyer understands that Seller is NOT an operator or security agent responsible to operate any goods, including but not
limited to Photo ID, Access Control and Surveillance/Camera Systems, so as to maintain security, thwart criminal activity or discover improprieties. This responsibility is solely the responsibility of the Buyer.
Under no circumstances, including negligence, shall Seller, its officers, agents or any one else involved in creating, producing, maintaining or distributing the product or services associated with these goods be
liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the goods or services associated with these goods; or that results from mistakes, omissions,
interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God or Nature, communication failure, theft, destruction or
unauthorized access to records, programs or services. Notwithstanding the above, Buyer's exclusive remedies for all damages, losses and causes of actions whether in agreement, tort including negligence or
otherwise, shall not exceed the aggregate dollar amount which buyer paid during the term of this Agreement.
12. INDEMNIFICATION: Buyer agrees to indemnify Seller against liability for any and all use of Seller’s goods or services. Buyer agrees that it shall defend, indemnify, save and hold harmless Seller, its
affiliated corporations, and its or their directors, trustees, officers, employees, and agents, from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, asserted against Seller,
its agents, its Buyers, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any goods sold by Seller, its agents, employees, or assigns.
Buyer agrees to defend, indemnify and hold harmless Seller against liabilities arising out of, but not limited to (i) any injury to person or property and financial loss caused by any goods sold or otherwise
distributed to Buyer; (ii) an injury to person or property and financial loss caused by the maintenance of products sold or goods not sold but maintained by Seller in connection with use of such goods (iii) any
material supplied to Buyer infringing or allegedly infringing on the proprietary rights of a third party; (iv) copyright infringement and (v) any defective good which Buyer sold in conjunction with using the good.
13. LIMITATIONS/LAW. No action shall be maintained for breach of any provision hereof (including but not limited to the provisions relating to warranty) unless instituted within one (1) year after delivery of
the goods to Buyer. Under no circumstances shall Seller’s liability arising out of the breach exceed that portion of the purchase price attributable to the product or service provided; which shall be Buyer’s sole
and exclusive remedy. This Agreement and any disputes as to the terms of this Agreement shall be governed by the laws of the State of North Carolina without giving effect to its conflict of laws principles. The
parties agree that this Agreement shall be deemed executed and completed in North Carolina and that the courts of North Carolina shall have jurisdiction over any disputes as to the terms of this Agreement.
14. ARBITRATION. All claims, controversies, disputes and other matters in question, arising between Buyer and Seller, not limited to those arising out of this agreement, or the services provided, whether
arising before or after the effective date of this agreement, must be resolved by binding arbitration. The obligation of the parties to submit any dispute to arbitration as provided in this section shall survive the
expiration or earlier termination of any agreement or contract between the parties. Such arbitration shall be before an arbitrator at the location in the greater Greensboro, North Carolina area. Such arbitration
shall be binding upon both Buyer and Seller and shall be conducted by the American Arbitration Association (“AAA”) under its rules, including the selection of the arbitrators, which shall be accomplished in
accordance with the rules of the AAA. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The
parties further agree that the prevailing party in such arbitration shall be entitled to recover the costs of such arbitration from the other party, including but not limited to reasonable attorneys’ fees. The "prevailing
party" is that party which is awarded judgment or other legal or equitable relief as a result of trial or arbitration, or who receives a payment of money from the other party in settlement of claims asserted by such party. If both parties receive a judgment, settlement payment or other award or relief, the court or the arbitrator shall determine which party is the prevailing party, taking into consideration the merits of the
claims asserted by each party, the relative values of the judgments, settlements or other forms of relief received by each party, and the relative equities between the parties. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to costs of suit, including a reasonable attorney's fee for having to compel
arbitration or defend or enforce the award. This agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.
15. LIMITED WARRANTY. Items Resold by Seller. All electronic or mechanical equipment supplied by Seller are warranted for a period of 90 days, unless otherwise stated in the original sales documentation.
This warranty does not apply to consumable items (i.e. ribbons, plastic cards, print heads, proximity cards, cleaning supplies and etc.) Seller Manufactured Goods. Seller warrants that the goods are commercially
free from defects in material and workmanship and will be materially in accord with specifications supplied by Buyer and approved in writing by Seller, subject to exceptions expressed below. Such warranty shall not, apply to goods supplied by other manufacturers: except where such are incorporated into goods
manufactured by Seller. In such event, Seller warrants only that such goods have been installed in accordance with generally accepted installation procedures for the same or similar components. Third Party
Manufactured Goods. Seller makes no warranties as to goods supplied by other manufacturers. Any expressed warranties given by third party manufacturers relating to the goods sold to Buyer shall, to the extent
possible, be assigned to the Buyer. Seller assumes no responsibility in connection with such third party warranties or the assignment thereof. Buyer shall proceed exclusively and directly against such manufacturer
at Seller’s request, Seller shall, at its own expense, repair or replace any failure of the goods to perform to its warranty that is discovered and communicated in writing to the Seller within ninety (90) days of
shipment to the Buyer. This warranty shall not cover any defect or damage which is a direct or indirect result of improper handling by persons other than the Seller or which result from Buyer’s modification,
attempted repair, or negligent, accidental, or other improper use of the goods. This warranty is made only to the original Buyer and is not assignable or transferable by Buyer under any circumstances. The remedy
of repair and replacement provided above shall constitute the exclusive remedy of the Buyer. Seller shall not at any time or under any circumstances be liable for any special, indirect, incidental, or consequential
damages arising out of any defects in the goods. THE EXPRESS WARRANTY SET FORTH ABOVE IS MADE IN LIEU OF ANY AND ALL OTHER VERBAL OR IMPLIED WARRANTIES, RELATING
TO THE GOODS OR TO THE WORKMANSHIP OR MATERIALS INCORPORATED THEREIN. THE COMPANY DISCLAIMS AND BUYER WAIVES THE IMPLIED WARRANTIES OF
MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND ANY AND ALL OTHER WARRANTIES APPLICABLE TO THE GOODS IMPLIED BY OPERATION OF LAW OR
OTHERWISE ARE HEREBY EXCLUDED AND EXPRESSLY WAIVED BY THE BUYER.
16. FORCE MAJEURE. Seller shall not be liable for any default or delay attributable to any cause, circumstances or contingency beyond its control or the control of its suppliers or manufacturers which prevents or impedes manufacture, supply or delivery by Seller.
17. INTERPRETATION/SEVERABILITY. If any term, condition or other provision of this agreement is void or unenforceable for any reason, such void or unenforceable term, condition or other provision shall
be deemed to be severable from the rest of this agreement and shall not affect the validity or enforceability of the remaining terms, conditions or other provisions.